<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
---------------------
FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2000
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from ________ to _________
Commission file number: 0-25323
ALBANY MOLECULAR RESEARCH, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 14-1742717
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
21 CORPORATE CIRCLE
ALBANY, NEW YORK 12203
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
(518) 464-0279
(REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)
N/A
(FORMER NAME, FORMER ADDRESS AND FORMER FISCAL YEAR,
IF CHANGED SINCE LAST REPORT)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes [X] No [ ]
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.
CLASS OUTSTANDING AT MAY 8, 2000
----- --------------------------
Common Stock, $.01 par value 14,855,888
<PAGE>
ALBANY MOLECULAR RESEARCH, INC.
INDEX
<TABLE>
<CAPTION>
Page
----
<S> <C>
Part I. Financial Information
Item 1. Condensed Consolidated Financial Statements
Condensed Consolidated Balance Sheets 3
Condensed Consolidated Statements of Income 4
Condensed Consolidated Statements of Cash Flows 5
Notes to Unaudited Condensed Consolidated Financial Statements 6
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations 8
Item 3. Quantitative and Qualitative Disclosures About
Market Risk 10
Part II. Other Information
Item 1. Legal Proceedings 10
Item 2. Changes in Securities and Use of Proceeds 10
Item 6. Exhibits and Reports on Form 8-K 11
Signatures 12
</TABLE>
2
<PAGE>
PART I -- FINANCIAL INFORMATION
Item 1. Condensed Consolidated Financial Statements
ALBANY MOLECULAR RESEARCH, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(ALL FIGURES IN THOUSANDS)
<TABLE>
<CAPTION>
MARCH 31, 2000 DECEMBER 31, 1999
-------------- -----------------
(UNAUDITED)
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents $ 9,213 $ 3,673
Accounts receivable, net 5,347 4,222
Royalty income receivable 5,078 5,382
Investment securities, available-for-sale 17,516 21,172
Inventory 1,228 1,116
Unbilled services 112 76
Prepaid expenses and other current assets 1,976 3,945
-------- --------
Total current assets 40,470 39,586
Property and equipment, net 18,256 15,879
Other assets:
Intangible assets and patents, net 2,423 332
Equity investment in unconsolidated affiliate 15,154 15,033
Convertible subordinated debenture from unconsolidated affiliate 15,000 15,000
Other assets 2,141 2,411
-------- --------
Total other assets 34,718 32,776
-------- --------
Total assets $ 93,444 $ 88,242
======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable and accrued expenses $ 2,877 $ 3,309
Unearned income 994 1,480
Current installments of long-term debt 90 87
Other current liabilities 422 278
-------- --------
Total current liabilities 4,383 5,154
Long-term liabilities:
Long-term debt, excluding current installments 144 168
-------- --------
Total liabilities 4,527 5,322
-------- --------
Stockholders' equity:
Common stock, $0.01 par value, 50,000,000 shares authorized, 14,757,026
shares issued and outstanding at March 31, 2000, and
14,593,559 shares issued and outstanding at December 31, 1999 148 146
Additional paid-in capital 58,651 57,073
Retained earnings 30,134 25,716
Accumulated other comprehensive loss (16) (15)
-------- --------
Total stockholders' equity 88,917 82,920
-------- --------
Total liabilities and stockholders' equity $ 93,444 $ 88,242
======== ========
</TABLE>
SEE NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS.
3
<PAGE>
ALBANY MOLECULAR RESEARCH, INC.
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(UNAUDITED)
(ALL FIGURES IN THOUSANDS, EXCEPT FOR PER SHARE AMOUNTS)
<TABLE>
<CAPTION>
THREE MONTHS ENDED
-----------------------------------------
MARCH 31, 2000 MARCH 31, 1999
------------------ -------------------
<S> <C> <C>
Net contract revenue $ 7,833 $ 4,587
Cost of contract revenue 4,386 2,602
------------------ -------------------
Gross profit from contract revenue 3,447 1,985
Other operating revenue:
Recurring royalties 5,681 4,184
Technology incentive award (568) (415)
------------------ -------------------
Other operating revenue, net 5,113 3,769
Operating expenses:
Research and development 418 453
Selling, general and administrative 1,902 1,423
------------------ -------------------
Total operating expenses 2,320 1,876
Income from operations 6,240 3,878
Other income:
Equity in unconsolidated affiliate 107 --
Other income, net 713 249
------------------ -------------------
Total other income 820 249
Income before income tax expense 7,060 4,127
Income tax expense 2,642 1,547
------------------ -------------------
Net income $ 4,418 $ 2,580
================== ===================
Basic earnings per share $ 0.30 $ 0.21
================== ===================
Diluted earnings per share $ 0.29 $ 0.19
================== ===================
</TABLE>
SEE NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS.
4
<PAGE>
ALBANY MOLECULAR RESEARCH, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
(ALL FIGURES IN THOUSANDS)
<TABLE>
<CAPTION>
THREE MONTHS ENDED
--------------------------------------
MARCH 31, 2000 MARCH 31, 1999
-------------- -------------------
<S> <C> <C>
Operating Activities
Net income $ 4,418 $ 2,580
Adjustments to reconcile net income to net cash provided by
operating activities:
Depreciation and amortization 565 406
Provision for doubtful accounts -- 52
Equity earnings in unconsolidated affiliate (107) --
Deferred income tax expense (291) 157
(Increase) decrease in operating assets, net of business
acquisition
Accounts receivable (1,057) (391)
Royalty income receivable 304 (580)
Unbilled services (36) (65)
Inventory, prepaid expenses and other assets 2,418 771
(Decrease) increase in:
Accounts payable and accrued expenses (523) (892)
Unearned income (486) (181)
Other current liabilities 82 310
-------- --------
Net cash provided by operating activities 5,287 2,167
Investing Activities
Proceeds from sale of investments 3,656 --
Purchase of business, net of cash acquired (869) --
Purchases of property and equipment (2,150) (953)
Payments for patent application costs -- (6)
Purchase of equity in unconsolidated affiliate (14) --
-------- --------
Net cash provided by (used in) investing activities 623 (959)
Financing Activities
Principal payments on long-term debt (606) (14,936)
Proceeds from sale of preferred stock -- 75
Proceeds from sale of common stock 236 51,410
-------- --------
Net cash provided by (used in) financing activities (370) 36,549
Increase in cash and cash equivalents 5,540 37,757
Cash and cash equivalents at beginning of period 3,673 5,320
-------- --------
Cash and cash equivalents at end of period $ 9,213 $ 43,077
======== ========
</TABLE>
SEE NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS.
5
<PAGE>
Notes to Unaudited Condensed Consolidated Financial Statements
Note A - Basis of Presentation
The accompanying unaudited condensed consolidated financial statements have been
prepared in accordance with generally accepted accounting principles and
applicable Securities and Exchange Commission regulations for interim financial
information. These financial statements do not include all of the information
and footnotes required by generally accepted accounting principles for complete
financial statements. In the opinion of management, all adjustments (consisting
of normal recurring adjustments) considered necessary for fair presentation have
been included. Operating results for the interim periods presented are not
necessarily indicative of the results that may be expected for the full year.
These financial statements should be read in conjunction with the Company's
audited financial statements and the notes thereto included in the Company's
Annual Report on Form 10-K for the fiscal year ended December 31, 1999.
Note B - Investment
In December 1999, the Company made an investment in Organichem Corporation, a
Delaware corporation. Organichem was formed through a management buyout of the
Nycomed Amersham, plc chemical manufacturing facility located in Rensselaer, New
York. The Company acquired shares of common stock of Organichem, representing
37.5% of Organichem common stock as of December 21, 1999, for an aggregate
purchase price of $15.0 million. The Company also lent $15.0 million to
Organichem in the form of a convertible subordinated debenture. The debenture is
convertible at the Company's option on or after December 21, 2002 into that
number of shares sufficient to give the Company 75% equity ownership of
Organichem. The Company can, in 2003, acquire the remaining 25% of Organichem
for a price to be determined based upon Organichem's financial performance,
which would be between $15.0 million and $30.0 million payable at the Company's
option in cash or a combination of cash and stock. In addition, the other
holders of ownership interests in Organichem have the right to require the
Company to purchase their ownership interests in 2004 at a price calculated
using a predetermined formula.
Note C - Acquisition
On February 4, 2000, the Company consummated its acquisition of American
Advanced Organics, Inc. (AAO) of Syracuse, New York, for approximately $2.3
million in cash and common stock of the Company. The purchase price has been
allocated to the fair value of assets acquired and liabilities assumed. The net
assets acquired were valued at approximately $210,000, and the excess purchase
price over the net assets acquired, which approximated $2.1 million, is included
in the caption "Intangible assets and patents, net". The excess purchase price
is being amortized over a fifteen-year period. In addition to the $2.3 million
purchase price, the former AAO stockholders may also receive future payments of
up to $800,000 in the aggregate based upon AAO's financial performance as a
division of the Company in 2000 and 2001. The transaction was accounted for as a
purchase business combination. Accordingly, the operating results of AAO have
been included in the Company's results of operations from the date of
acquisition. Pro forma information has not been provided because the acquisition
was immaterial.
Note D - Earnings Per Share
A summary of the shares used in the calculation of earnings per share is shown
below:
<TABLE>
<CAPTION>
THREE MONTHS ENDED
---------------------------------------------------------------------------------------
MARCH 31, 2000 MARCH 31, 1999
------------------------------------------ -----------------------------------------
AVERAGE PER AVERAGE PER
NET SHARES SHARE NET SHARES SHARE
INCOME OUTSTANDING AMOUNT INCOME OUTSTANDING AMOUNT
--------------- -------------- ----------- -------------- -------------- -----------
<S> <C> <C> <C> <C> <C> <C>
Basic earnings per share $4,417,646 14,684,823 $0.30 $2,580,180 12,307,332 $0.21
Dilutive effect of stock
options -- 778,204 -- 1,380,592
--------------- -------------- -------------- --------------
Diluted earnings per share $4,417,646 15,463,027 $0.29 $2,580,180 13,687,924 $0.19
=============== ============== =========== ============== ============== ===========
</TABLE>
6
<PAGE>
Note E - Comprehensive Income
The Company is required to report comprehensive income and its components in
accordance with the provisions of the Financial Accounting Standards Board
Statement No. 130, "Reporting Comprehensive Income."
The following table presents the components of the Company's comprehensive
income for the three months ended March 31, 2000 and 1999:
<TABLE>
<CAPTION>
THREE MONTHS ENDED THREE MONTHS ENDED
MARCH 31, 2000 MARCH 31, 1999
--------------------- ----------------------
<S> <C> <C>
Net income $ 4,417,646 $ 2,580,180
Other comprehensive loss:
Unrealized loss on available-for-sale securities, net of tax
benefit of $434 in 2000 and $4,828 in 1999 (652) (7,243)
--------------------- ----------------------
Total comprehensive income $ 4,416,994 $ 2,572,937
===================== ======================
</TABLE>
Note F - Financial Information by Customer Concentration and Geographic Area
Net contract revenue from the Company's three largest customers represented
approximately 23%, 9% and 8% of total consolidated net contract revenue for the
three months ended March 31, 2000, and 20%, 13% and 12% of total consolidated
net contract revenue for the three months ended March 31, 1999.
The Company's net contract revenue for the three months ended March 31, 2000 and
1999 was recognized from customers in the following geographic regions:
<TABLE>
<CAPTION>
THREE MONTHS ENDED
-----------------------------------------
MARCH 31, 2000 MARCH 31, 1999
----------------- ------------------
<S> <C> <C>
United States 92% 90%
Sweden 7% 10%
Other - International 1% ---
----------------- ------------------
Total 100% 100%
================= ==================
</TABLE>
Note G - Recent Accounting Pronouncements
In June 1998, the Financial Accounting Standards Board issued SFAS No. 133,
"Accounting for Derivative Instruments and Hedging Activities," which
establishes accounting and reporting standards for derivative instruments,
including certain derivative instruments embedded in other contracts, and for
hedging activities. This statement was amended by SFAS No. 137 to defer the
effective date to fiscal quarters of fiscal years beginning after June 15, 2000.
Management does not anticipate that the adoption of this statement will have a
material effect on the Company's financial statements because the Company does
not presently utilize derivative instruments or engage in hedging activities.
In December 1999, the SEC issued Staff Accounting Bulletin No. 101 "SAB 101",
"Revenue Recognition in Financial Statements". SAB 101 summarizes certain of the
SEC's views in applying generally accepted accounting principles to revenue
recognition in financial statements. The Company is required to adopt SAB 101 in
the second quarter of 2000. Management does not expect the adoption of SAB 101
to have a material effect on the Company's financial condition or results of
operations.
7
<PAGE>
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations
FORWARD-LOOKING STATEMENTS
The following discussion of our results of operations and financial condition
should be read in conjunction with the accompanying Condensed Consolidated
Financial Statements and the Notes thereto included within this report. This
Form 10-Q contains "forward-looking statements" within the meaning of Section
27A of the Securities Act of 1933, as amended (the "Securities Act"), and
Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"). Our actual results could differ materially from those contained in the
forward-looking statements and therefore, prospective investors are cautioned
that any such forward-looking statements are not guarantees of future
performance and involve risks and uncertainties. Actual events or results may
differ from those discussed in the forward-looking statements as a result of
various factors, including, without limitation, our ability to attract and
retain experienced scientists, a decline in the use of our services by
pharmaceutical and biotechnology companies, the loss of a major customer, the
continuation of royalties from our Allegra-TM-/Telfast license agreement with
Aventis S.A., our ability to produce proprietary technology, to protect our
intellectual property and to license technologies from others, and our ability
to manage our growth, as well as the factors set forth under the caption "Risk
Factors and Certain Factors Affecting Forward-Looking Statements," in our Annual
Report on Form 10-K for the year ended December 31, 1999, filed with the
Securities and Exchange Commission on March 30, 2000, the discussion set forth
below and the matters set forth in this Form 10-Q generally.
RESULTS OF OPERATIONS - THREE MONTHS ENDED MARCH 31, 2000 COMPARED TO THREE
MONTHS ENDED MARCH 31, 1999
NET CONTRACT REVENUE. Net contract revenue consists primarily of fees earned
under contracts with third party customers, net of reimbursed expenses.
Reimbursed expenses consist of laboratory supplies, chemicals and other costs
reimbursed by customers and, in accordance with industry practice, are netted
against gross contract revenue. Reimbursed expenses vary from contract to
contract. Accordingly, we view net contract revenue as our primary measure of
revenue growth rather than licensing fees and royalties, which are dependent
upon our licensee's sales. Net contract revenue for the first quarter of 2000
increased 71% to $7.8 million, compared to $4.6 million for the same period in
1999. This increase was due principally to our performance of a greater number
of projects under contract, primarily for medicinal chemistry and chemical
development services, which was facilitated through an increase in the number of
scientific staff to 161 as of March 31, 2000, from 90 as of March 31, 1999.
GROSS PROFIT FROM CONTRACT REVENUE. Our cost of contract revenue, from which we
derive gross profit, consists primarily of compensation and associated fringe
benefits for employees and other direct project related costs. Gross profit
increased 74% to $3.4 million in the first quarter of 2000 from $2.0 million for
the same period in 1999. Our gross margin as a percentage of net contract
revenue increased slightly to 44% in the first quarter of 2000 from 43% for the
same period in 1999, primarily from higher fees generated from our contract
services.
OTHER OPERATING REVENUE. Other operating revenue consists of licensing fees,
milestones and royalties, net of technology incentive award expense incurred
under our Technology Development Incentive Plan. We earn royalties from Aventis
under a license agreement based on sales of fexofenadine HCl, marketed as
Allegra-TM- in the Americas and Telfast elsewhere. Royalty payments are due
within 45 days after the end of a calendar quarter and are determined based on
sales in such quarter. Other operating revenue for the first quarter of 2000
increased 36% to $5.1 million, compared to $3.8 million in 1999. The increase
was attributable to increased sales of fexofenadine HCl by the licensee.
RESEARCH AND DEVELOPMENT. Research and development expense consists of payments
in connection with collaborations with academic institutions, compensation and
benefits for scientific personnel for work performed on proprietary research
projects and costs of supplies and related chemicals. Research and development
expense decreased 8% to $417,800 for the first quarter of 2000 compared to
$453,139 for the same period in 1999. The decrease was due primarily to
contractual renewals with our research collaborators pertaining to proprietary
research programs funded at a lower level than in previous periods and a greater
number of scientists at our EnzyMed division being utilized on customer projects
versus research and development.
SELLING, GENERAL AND ADMINISTRATIVE. Selling, general and administrative expense
consists of compensation and related fringe benefits for marketing and
administrative employees, professional services, marketing costs and all costs
related to facilities and information services. Selling, general and
administrative expenses increased 34% to $1.9 million for the
8
<PAGE>
first quarter of 2000 from $1.4 million for the corresponding period of 1999.
The dollar increase was primarily attributable to an increase in administrative
and marketing staffing to support the expansion of our operations, an increase
in expenses related to recruitment of scientists and certain costs associated
with becoming a publicly-traded company. Selling, general and administrative
expenses represented 24.3% of net contract revenue in the first quarter of 2000
as compared to 31.0% in the first quarter of 1999.
INCOME TAX EXPENSE. Income tax expense increased to $2.6 million during the
first quarter of 2000 from $1.5 million in the first quarter of 1999. The
effective rate for our provision for income taxes was 38.0% in the first quarter
of 2000 and 37.5% for the same period in 1999. The slightly higher tax rate for
the first quarter of 2000 resulted from a change in the estimated effective tax
rate for the year.
LIQUIDITY AND CAPITAL RESOURCES
We have historically funded our business through operating cash flows, proceeds
from borrowings and the issuance of equity securities. During the first three
months of 2000, we generated cash of $5.3 million from operating activities, of
which approximately $900,000 was used in the acquisition of American Advanced
Organics and approximately $2.0 million was used in expansion-related projects.
During the first three months of 2000, we used $370,000 from financing
activities, consisting of $600,000 in payments on outstanding debt offset by
cash generated of approximately $230,000 from the exercise of stock options for
common stock and the sale of common stock under the Employee Stock Purchase
Plan. Working capital was approximately $36.1 million at March 31, 2000 as
compared to $34.4 million as of December 31, 1999. We have available a $25
million credit facility to supplement our liquidity needs.
We continue to expand our operations at our Rensselaer, New York site. This
expansion will accommodate additional medicinal chemistry and chemical
development laboratories. The total construction and equipment cost of this
expansion is estimated to be $7 to $9 million, payable over approximately 18 to
24 months. We have received initial approval of over $2 million in state grants
to assist in funding the expansion. We expect to fund the remaining cost of the
expansion through cash on hand, funds from operations, and, if necessary, our
credit facility.
We are pursuing the expansion of our operations through internal growth and
strategic acquisitions. We expect that such activities will be funded from
existing cash and cash equivalents, cash flow from operations, the issuance of
debt or equity securities and borrowings. Future acquisitions, if any, could be
funded with cash from operations, borrowings under the credit facility and/or
the issuance of debt or equity securities. There can be no assurance that
attractive acquisition opportunities will be available to us or will be
available at prices and upon such other terms that are attractive to us. We
regularly evaluate potential acquisitions of other businesses, products and
product lines and may hold discussions regarding such potential acquisitions. As
a general rule, we will publicly announce such acquisitions only after a
definitive agreement has been signed. In addition, in order to meet our
long-term liquidity needs or consummate future acquisitions, we may incur
additional indebtedness or issue additional equity and debt securities, subject
to market and other conditions. There can be no assurance that such additional
financing will be available on terms acceptable to us or at all. The failure to
raise the funds necessary to finance our future cash requirements or consummate
future acquisitions could adversely affect our ability to pursue our strategy
and could negatively affect our operations in future periods.
In February 2000, we purchased American Advanced Organics, a provider of rapid
scale-up manufacturing services, for approximately $2.3 million in cash and
stock. We may also be required to pay up to an additional $800,000 in the
aggregate to former AAO stockholders in 2000 and 2001 based on the financial
performance of AAO.
In June 1998, the Financial Accounting Standards Board issued SFAS No. 133,
"Accounting for Derivative Instruments and Hedging Activities," which
establishes accounting and reporting standards for derivative instruments,
including certain derivative instruments embedded in other contracts, and for
hedging activities. This statement was amended by SFAS No. 137 to defer the
effective date to fiscal quarters of fiscal years beginning after June 15, 2000.
Management does not anticipate that the adoption of this statement will have a
material effect on the Company's financial statements because the Company does
not presently utilize derivative instruments or engage in hedging activities.
In December 1999, the SEC issued Staff Accounting Bulletin No. 101 "SAB 101",
"Revenue Recognition in Financial Statements". SAB 101 summarizes certain of the
SEC's views in applying generally accepted accounting principles to revenue
recognition in financial statements. The Company is required to adopt SAB 101 in
the second quarter of 2000.
9
<PAGE>
Management does not expect the adoption of SAB 101 to have a material effect on
the Company's financial condition or results of operations.
Item 3. Quantitative and Qualitative Disclosures about Market Risk
Not Applicable
PART II - OTHER INFORMATION
Item 1. Legal Proceedings
The Company, from time to time, may be involved in various claims and
legal proceedings arising in the ordinary course of its business. The Company is
not currently a party to any such claims or proceedings, which if decided
adversely to the Company, would likely either individually or in the aggregate,
have a material adverse effect on the Company's business, financial condition or
results of operations.
Item 2. Changes in Securities and Use of Proceeds
(c) Recent Sales of Unregistered Securities.
During the three months ended March 31, 2000, the Company issued
126,216 shares of Common Stock upon the exercise of outstanding
stock options under the Company's 1992 Stock Option Plan for an
aggregate exercise price of $138,879 to employees of the Company
in reliance upon the exemption from registration under Rule 701
promulgated under the Securities Act. In light of the
circumstances under which such shares of Common Stock were issued
and information obtained by the Company in connection with such
transactions, the Company believes that it may rely on such
exemption.
(d) Use of Proceeds from Registered Securities.
(1) The effective date of the Securities Act registration
statement for which the use of proceeds information is being
disclosed was February 3, 1999, and the Commission file
number assigned to the registration statement is 333-58795.
(2) The offering commenced as of February 4, 1999.
(3) The offering did not terminate before any securities were
sold.
(4) (i) As of the date of the filing of this report, the
offering has terminated and approximately 2,815,000 of
the securities registered were sold.
(ii) The names of the managing underwriters were ING Baring
Furman Selz LLC and Hambrecht & Quist LLC.
(iii) The Company's Common Stock, par value $0.01 per share,
was the class of securities registered.
(iv) The Company registered 2,875,000 shares of its Common
Stock (which includes 375,000 shares solely to cover
over-allotments), having an aggregate price of the
offering amount registered of $57.5 million. As of the
date of the filing of this report, 2,815,000 of the
total shares registered have been sold at an aggregate
offering price of $56.3 million.
(v) From February 4, 1999 to the date hereof, the amount
of expenses incurred by the Company in connection with
the issuance and distribution of the securities
totaled $4.9 million, which consisted of direct
payments of: (i) $0.8 million in legal, accounting and
printing fees; (ii) $3.9 million in underwriters'
discounts, fees and commissions;
10
<PAGE>
and (iii) $0.2 million in miscellaneous expenses. No
payments for such expenses were made to (i) any of the
Company's directors, officers, general partners or
their associates, (ii) any person(s) owning 10% or
more of any class of equity securities of the Company
or (iii) the Company's affiliates.
(vi) The net offering proceeds to the Company after
deducting its total expenses were $51.4 million.
(vii) The Company used the net proceeds as follows: (i)
approximately $7.9 million was used to repay
indebtedness incurred in connection with the
repurchase by the Company on October 28, 1998 of a
total of 1,131,903 shares of Common Stock from the
Company's former chief financial officer and a trust
for the benefit of his family for an aggregate
purchase price of approximately $9.9 million (the
"Share Repurchase"); (ii) approximately $5.0 million
was used to repay a portion of the Company's
outstanding indebtedness under its existing credit
facility with Fleet Bank, N.A., including fees and
accrued and unpaid interest; and (iii) approximately
$30 million was used for the purchase of common stock
and convertible subordinated debentures of Organichem
Corporation. Other than in connection with the Share
Repurchase, no such payments were made to (i) any of
the Company's directors, officers, general partners or
their associates, (ii) any person(s) owning 10% or
more of any class of equity securities of the Company
or (iii) the Company's affiliates.
(viii) The uses of proceeds described do not represent a
material change in the uses of proceeds described in
the Company's prospectus.
Item 6. Exhibits and Reports Filed on Form 8-K
(a) Exhibits.
27.1 Financial Data Schedule
(b) Reports on Form 8-K.
(1) On January 4, 2000, the Company filed a Current Report on
Form 8-K in connection with its investment in Organichem
Corporation.
(2) On January 5, 2000, the Company filed a Current Report on
Form 8-K/A amending its previous report regarding its
investment in Organichem Corporation.
(3) On March 6, 2000, the Company filed a Current Report on Form
8-K/A to include certain financial statements and pro forma
financial information in the Company's previous report
regarding its investment in Organichem Corporation.
11
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
ALBANY MOLECULAR RESEARCH, INC.
Date: May 15, 2000 By: /S/ THOMAS E. D'AMBRA, PH.D.
-------------------------------------
Thomas E. D'Ambra, Ph.D.
Chairman and Chief Executive Officer
Date: May 15, 2000 By: /S/ DAVID P. WALDEK
-------------------------------------
David P. Waldek
Treasurer and Chief Financial Officer
12
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<RESTATED>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-2000
<PERIOD-START> JAN-01-2000
<PERIOD-END> MAR-31-2000
<CASH> 9,213
<SECURITIES> 17,516
<RECEIVABLES> 5,457
<ALLOWANCES> 110
<INVENTORY> 1,228
<CURRENT-ASSETS> 40,470
<PP&E> 22,939
<DEPRECIATION> 4,683
<TOTAL-ASSETS> 93,444
<CURRENT-LIABILITIES> 4,383
<BONDS> 234
0
0
<COMMON> 148
<OTHER-SE> 88,769
<TOTAL-LIABILITY-AND-EQUITY> 93,444
<SALES> 7,833
<TOTAL-REVENUES> 13,514
<CGS> 4,386
<TOTAL-COSTS> 4,954
<OTHER-EXPENSES> 2,320
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 13
<INCOME-PRETAX> 7,060
<INCOME-TAX> 2,642
<INCOME-CONTINUING> 4,418
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 4,418
<EPS-BASIC> 0.30
<EPS-DILUTED> 0.29
</TABLE>
