Albany Molecular Research
ALBANY MOLECULAR RESEARCH INC (Form: 10-K/A, Received: 05/10/2017 06:05:27)

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

 

FORM 10-K/A

 

(Amendment No. 1)

 

 

 

(Mark One)

 

x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the fiscal year ended December 31, 2016

 

or

 

¨ 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 001-35622

 

 

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.)
     
26 Corporate Circle    
Albany, New York   12212
(Address of principal executive offices)   (zip code)

 

(518) 512-2000

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class   Name of exchange on which registered
Common Stock, par value $.01 per share   The NASDAQ Stock Market LLC
     

 

Securities registered pursuant to Section 12(g) of the Act:

None

(Title of Each Class)

 

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes   o    No   x

 

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes    o    No   x

 

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 by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes   x     No   ¨

 

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. x

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See definitions of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in 12b-2 of the Exchange Act

 

¨ Large accelerated filer   x  Accelerated filer   ¨ Non-accelerated filer   ¨ Smaller reporting company
¨ Emerging growth company            

 

Indicate by checkmark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes   o     No   x

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  Yes   o     No   o

 

The aggregate market value of the Registrant’s Common Stock held by non-affiliates of the Registrant on June 30, 2016 was approximately $355.4 million based upon the closing price per share of the Registrant’s Common Stock as reported on the Nasdaq Global Market on June 30, 2016. Shares of Common Stock held by each officer and director and by each person who owns 10% or more of the outstanding Common Stock have been excluded in that such persons may be deemed to be affiliates. This determination of affiliate status is not necessarily a conclusive determination for other purposes. As of February 28, 2017, there were 42,940,675 outstanding shares of the Registrant’s Common Stock, excluding treasury shares of 5,669,707.

 

 

 

 

DOCUMENTS INCORPORATED BY REFERENCE

 

The information required pursuant to Part III of this report is incorporated by reference from the Company’s definitive proxy statement, relating to the annual meeting of stockholders to be held on or around May 31, 2017, pursuant to Regulation 14A to be filed with the Securities and Exchange Commission.

 

 

 

 

Explanatory Note

 

On March 16, 2017, Albany Molecular Research, Inc. (the “Company”) filed its Annual Report on Form 10-K for the fiscal year ended December 31, 2016 (the “Form 10-K”).

 

This Form 10-K/A filing is made solely for the purpose of correcting a clerical error in Schedule II – Valuation and Qualifying Accounts to conform certain information set forth therein to the numbers that were correctly reported in the Notes to the Consolidated Financial Statements in the Form 10-K. No other items in the Form 10-K are being amended hereby.

 

 

 

 

ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

  

(a) (2) Financial Statement Schedules

 

 

ALBANY MOLECULAR RESEARCH, INC.
SCHEDULE II—VALUATION AND QUALIFYING ACCOUNTS
Years Ended December 31, 2016, 2015 and 2014

 

Description   Balance at
Beginning of 
Period
    Acquisitions     (Reversal of)/
Charge to Cost
and Expenses
   

Deductions
Charged to
Reserves/
Adjustment

    Balance at
End of
Period
 
(in thousands)                              
Allowance for doubtful accounts receivable                                        
2016   $ 1,096     $ 557     $ 2,777     $ (700 )   $ 3,730  
2015   $ 1,274     $     $ 1,289     $ (1,467 )   $ 1,096  
2014   $ 815     $ 414     $ 343     $ (298 )   $ 1,274  
                                         
Deferred tax asset valuation allowance                                        
2016   $ 10,947     $ 1,152     $ 24,486     $ (3,336 )   $ 33,249  
2015   $ 20,895     $     $ (9,948 )   $     $ 10,947  
2014   $ 21,403     $     $ (508 )   $     $ 20,895  
                                         

 

 

 

SIGNATURES

 

Pursuant to the requirements of Section 13 or 15(d) 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.

 

Dated: May 9, 2017 Albany Molecular Research, Inc.
   
   
  By: /s/ William S. Marth
    William S. Marth
    President and Chief Executive Officer

 

 

 

Exhibit 31.3

 

CERTIFICATION
PURSUANT TO 18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

 

I, William Marth certify that:

 

1. I have reviewed this annual report on Form 10-K/A of Albany Molecular Research, Inc.;

 

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; and

 

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report.

 

Date: May 9, 2017    
    /s/  William S. Marth
  Name: William S. Marth
  Title: President and Chief Executive Officer
     

 

 

Exhibit 31.4

 

CERTIFICATION
PURSUANT TO 18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

 

I, Felicia I. Ladin certify that:

 

1. I have reviewed this annual report on Form 10-K/A of Albany Molecular Research, Inc.;

 

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; and

 

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report.

 

Date: May 9, 2017    
     
    /s/  Felicia I. Ladin
  Name: Felicia I. Ladin
  Title: Senior Vice President, Chief Financial Officer and Treasurer (Duly Authorized Officer and Principal Financial Officer)