Delaware | 001-08568 | 01-0355758 | ||
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
 | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
 | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
 | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
 | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
TELIGENT, INC. | |||
By: | /s/ Damian Finio | ||
Name: | Damian Finio | ||
Title: | Chief Financial Officer | ||
Date: March 15, 2018 |
Exhibit No. | Description | |
99.1 |
Contact: | Damian Finio Teligent, Inc. (856) 697-4379 www.teligent.com |
• | Total revenues of $16.1 million in the fourth quarter of 2017, a decrease of 10% over the same quarter in 2016, and a 25% increase over the third quarter of 2017. Total revenue was driven primarily by $10.2 million of sales generated by our US generic topical and injectable pharmaceutical products, a decrease of 12% over the same quarter in 2016, and $4.5 million of international revenues, an increase of 47% over the same quarter in 2016 |
• | Gross margin of 36% for the fourth quarter of 2017, a decrease from the 51% reported in the same quarter in 2016 |
• | Operating loss was $4.9 million in the fourth quarter of 2017, compared to operating income of $0.3 million in the same quarter in 2016 |
• | Operating loss includes $5.9 million of research and development costs in the fourth quarter of 2017, compared to $4.6 million for the same period in 2016 |
• | As a result of the fluctuation in foreign exchange rates during the fourth quarter of 2017, we recorded a non-cash gain in the amount of $1.1 million related to the foreign currency translation of our intercompany loans to three of our wholly-owned subsidiaries; and other balances held in currencies other than local currency, compared to a non-cash loss in the amount of $2.2 million in the same quarter in 2016 |
• | Total revenue of $67.3 million for the year ended December 31, 2017, compared to $66.9 million for the same period in 2016 and exceeding revenues between $65.0 million and $67.0 million communicated in the Company's November 6, 2017 Third Quarter 2017 Results press release |
• | Operating loss was $11.8 million for the year ended December 31, 2017, which includes $1.7 million of bad debt expense, compared to operating income of $2.5 million for the same period in 2016 |
• | Our operating results for the year ended December 31, 2017 include $19.3 million in research and development costs, compared to $17.1 million for the same period in 2016 |
• | Teligent filed two Abbreviated New Drug Applications (ANDAs) in the fourth quarter of 2017 with the U.S. Food and Drug Administration (FDA) for a total of four in 2017 |
• | The Company received approval for three ANDAs during the fourth quarter for the following products: 0.05%, Hydrocortisone Butyrate Lotion 0.1%, Erythromycin Topical Solution USP 2%, and Betamethasone Dipropionate Ointment USP (Augmented), 0.05% |
• | For the year, we had 9 FDA approvals and 12 launches in the U.S. and 4 Health Canada approvals and 5 launches in Canada |
Three months ended December 31, | Year ended December 31, | ||||||||||||||
2017 | 2016 | 2017 | 2016 | ||||||||||||
Revenues: | |||||||||||||||
Product sales, net | $ | 16,021 | $ | 17,748 | $ | 66,999 | $ | 65,904 | |||||||
Research and development services and other income | 80 | 187 | 252 | 977 | |||||||||||
Total revenues | 16,101 | 17,935 | 67,251 | 66,881 | |||||||||||
Costs and Expenses: | |||||||||||||||
Cost of revenues | 10,238 | 8,773 | 39,879 | 32,194 | |||||||||||
Selling, general and administrative expenses | 4,928 | 4,192 | 19,904 | 15,005 | |||||||||||
Product development and research expenses | 5,878 | 4,644 | 19,265 | 17,140 | |||||||||||
Total costs and expenses | 21,044 | 17,609 | 79,048 | 64,339 | |||||||||||
Operating (loss) income | (4,943 | ) | 326 | (11,797 | ) | 2,542 | |||||||||
Other Income (Expense): | |||||||||||||||
Foreign currency exchange gain/(loss) | 1,074 | (2,231 | ) | 7,719 | (936 | ) | |||||||||
Interest and other expense, net | (2,467 | ) | (3,307 | ) | (11,198 | ) | (13,304 | ) | |||||||
Loss before income tax expense | (6,336 | ) | (5,212 | ) | (15,276 | ) | (11,698 | ) | |||||||
Income tax (benefit)/expense | (215 | ) | 219 | (85 | ) | 287 | |||||||||
Net loss | $ | (6,121 | ) | $ | (5,431 | ) | $ | (15,191 | ) | $ | (11,985 | ) | |||
Basic and diluted loss per share | $ | (0.11 | ) | $ | (0.11 | ) | $ | (0.28 | ) | $ | (0.23 | ) | |||
Weighted average shares of common stock outstanding: | |||||||||||||||
Basic and diluted shares | 53,393,952 | 53,103,217 | 53,323,954 | 53,078,158 |
December 31, | December 31, | ||||||
2017 | 2016 | ||||||
ASSETS | |||||||
Current assets: | |||||||
Cash and cash equivalents | $ | 26,692 | $ | 66,006 | |||
Accounts receivable, net | 18,143 | 21,735 | |||||
Inventories | 16,075 | 12,708 | |||||
Prepaid expenses and other receivables | 3,622 | 2,847 | |||||
Total current assets | 64,532 | 103,296 | |||||
Property, plant and equipment, net | 68,355 | 26,215 | |||||
Intangible assets, net | 56,017 | 52,465 | |||||
Goodwill | 471 | 446 | |||||
Other | 611 | 804 | |||||
Total assets | $ | 189,986 | $ | 183,226 | |||
LIABILITIES AND STOCKHOLDERS’ EQUITY | |||||||
Current liabilities: | |||||||
Accounts payable | $ | 10,595 | $ | 4,614 | |||
Accrued expenses | 13,502 | 10,349 | |||||
Total current liabilities | 24,097 | 14,963 | |||||
Convertible 3.75% senior notes, net of debt discount and debt issuance costs (face of $143,750) | 120,977 | 111,391 | |||||
Deferred tax liability | 159 | 205 | |||||
Total liabilities | 145,233 | 126,559 | |||||
Stockholders’ equity: | |||||||
Common stock, $0.01 par value, 100,000,000 shares authorized; | |||||||
53,400,281 and 53,148,441 shares issued and outstanding | |||||||
as of December 31, 2017 and December 31, 2016, respectively | 554 | 551 | |||||
Additional paid-in capital | 106,312 | 102,624 | |||||
Accumulated deficit | (60,094 | ) | (44,903 | ) | |||
Accumulated other comprehensive loss, net of taxes | (2,019 | ) | (1,605 | ) | |||
Total stockholders’ equity | 44,753 | 56,667 | |||||
Total liabilities and stockholders' equity | $ | 189,986 | $ | 183,226 |
2017 | 2016 | ||||||
Cash flows from operating activities: | |||||||
Net loss | $ | (15,191 | ) | $ | (11,985 | ) | |
Non-cash expenses | 13,830 | 18,073 | |||||
Changes in operating assets and liabilities | 1,761 | (6,886 | ) | ||||
Net cash provided by (used in) operating activities | 400 | (798 | ) | ||||
Net cash used in investing activities | (40,429 | ) | (20,076 | ) | |||
Net cash provided by (used in) financing activities | 269 | (10 | ) | ||||
Effect of exchange rate on cash and cash equivalents | 446 | (301 | ) | ||||
Net decrease in cash and cash equivalents | (39,760 | ) | (20,884 | ) | |||
Cash and cash equivalents at beginning of period | 66,006 | 87,191 | |||||
Cash and cash equivalents at end of period | $ | 26,692 | $ | 66,006 |
Three months ended December 31, | Year ended December 31, | ||||||||||||||
2017 | 2016 | 2017 | 2016 | ||||||||||||
Gross product sales | $ | 41,379 | $ | 81,304 | $ | 215,883 | $ | 217,633 | |||||||
Reduction to gross product sales: | |||||||||||||||
Chargebacks and billbacks | 20,100 | 58,779 | 125,159 | 141,343 | |||||||||||
Sales discounts and other allowances | 6,546 | 7,839 | 32,720 | 27,419 | |||||||||||
Total reduction to gross product sales | 26,646 | 66,618 | 157,879 | 168,762 | |||||||||||
Product sales, net | 14,733 | 14,686 | 58,004 | 48,871 | |||||||||||
Contract manufacturing product sales | 1,288 | 3,062 | 8,995 | 17,033 | |||||||||||
Total product sales, net | $ | 16,021 | $ | 17,748 | $ | 66,999 | $ | 65,904 |
Three months ended December 31, | Year ended December 31, | |||||||||||||||
2017 | 2016 | 2017 | 2016 | |||||||||||||
Net loss | $ | (6,121 | ) | $ | (5,431 | ) | $ | (15,191 | ) | $ | (11,985 | ) | ||||
Depreciation | 447 | 267 | 1,711 | 946 | ||||||||||||
Amortization of intangibles | 787 | 687 | 2,930 | 2,833 | ||||||||||||
Loss on impairment | — | — | 113 | — | ||||||||||||
Interest (income)/expense, net | (48 | ) | 1,096 | 1,612 | 4,876 | |||||||||||
Non-cash interest expense | 2,515 | 2,211 | 9,586 | 8,428 | ||||||||||||
(Benefit)/provision for income taxes | (215 | ) | 219 | (85 | ) | 287 | ||||||||||
EBITDA | (2,635 | ) | (951 | ) | 676 | 5,385 | ||||||||||
Inventory step-up, related to acquisition | — | — | — | 530 | ||||||||||||
Foreign currency exchange (gain)/loss | (1,074 | ) | 2,231 | (7,719 | ) | 936 | ||||||||||
Non-cash stock-based compensation expense | 868 | 744 | 3,295 | 2,999 | ||||||||||||
Adjusted EBITDA | (2,841 | ) | 2,024 | (3,748 | ) | 9,850 | ||||||||||
Product development and research expenses | 5,878 | 4,644 | 19,265 | 17,140 | ||||||||||||
Adjusted EBITDA, before Product development and research expenses | $ | 3,037 | $ | 6,668 | $ | 15,517 | $ | 26,990 |
Three months ended December 31, | Year ended December 31, | ||||||||||||||
2017 | 2016 | 2017 | 2016 | ||||||||||||
Net loss | $ | (6,121 | ) | $ | (5,431 | ) | $ | (15,191 | ) | $ | (11,985 | ) | |||
Non-cash interest expense | 2,515 | 2,211 | 9,586 | 8,428 | |||||||||||
(Benefit)/provision for income taxes | (215 | ) | 219 | (85 | ) | 287 | |||||||||
Amortization of intangibles | 787 | 687 | 2,930 | 2,833 | |||||||||||
Loss on impairment | — | — | 113 | — | |||||||||||
Inventory step-up, related to acquisition | — | — | — | 530 | |||||||||||
Foreign currency exchange (gain)/loss | (1,074 | ) | 2,231 | (7,719 | ) | 936 | |||||||||
Non-cash stock-based compensation expense | 868 | 744 | 3,295 | 2,999 | |||||||||||
Adjusted net (loss) income | $ | (3,240 | ) | $ | 661 | $ | (7,071 | ) | $ | 4,028 | |||||
Non-GAAP adjusted net (loss) income per diluted share | $ | (0.06 | ) | $ | 0.01 | $ | (0.13 | ) | $ | 0.08 |