0001628280-19-003065.txt : 20190318 0001628280-19-003065.hdr.sgml : 20190318 20190318160947 ACCESSION NUMBER: 0001628280-19-003065 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20190318 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20190318 DATE AS OF CHANGE: 20190318 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Teligent, Inc. CENTRAL INDEX KEY: 0000352998 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 010355758 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-08568 FILM NUMBER: 19688298 BUSINESS ADDRESS: STREET 1: 105 LINCOLN AVENUE CITY: BUENA STATE: NJ ZIP: 08310 BUSINESS PHONE: 6096971441 MAIL ADDRESS: STREET 1: 105 LINCOLN AVENUE CITY: BUENA STATE: NJ ZIP: 08310 FORMER COMPANY: FORMER CONFORMED NAME: IGI LABORATORIES, INC DATE OF NAME CHANGE: 20100408 FORMER COMPANY: FORMER CONFORMED NAME: IGI INC DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: IMMUNOGENETICS INC DATE OF NAME CHANGE: 19870814 8-K 1 tlgt8-kxq42018pressrel.htm Document

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
  
FORM 8-K
 
 
CURRENT REPORT
 
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
 
Date of Report (Date of earliest event reported): March 18, 2019 
 
TELIGENT, INC.
(Exact name of registrant as specified in its charter)
 
Delaware001-08568 01-0355758 
(State or other jurisdiction
of incorporation)
(Commission File Number)(IRS Employer
Identification No.)
 
105 Lincoln Avenue
Buena, New Jersey 08310 
(Address of principal executive offices and zip code)
 
Registrant’s telephone number, including area code: (856) 697-1441
 
 

 (Former Name or Former Address, if Changed Since Last Report)
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions ( see  General Instruction A.2. below):
 
ÂWritten communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
ÂSoliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
ÂPre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
ÂPre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
  
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). ☐

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. ☐






Item 2.02.  Results of Operations and Financial Condition
 
On March 18, 2019, Teligent, Inc. (the “Company”) issued a press release announcing the Company’s earnings for the fourth quarter and year ended December 31, 2018 and certain other information. A copy of the press release is attached hereto as Exhibit 99.1.
 
The Company will conduct a conference call to review its financial results on March 18, 2019, at 8:00 a.m. Eastern Standard Time.
 
The information, including Exhibit 99.1, in this Form 8-K is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section. The information in this Form 8-K shall not be incorporated by reference into any filing under the Securities Act of 1933, as amended, except as shall otherwise be expressly set forth by specific reference in such filing.
 

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.
 
TELIGENT, INC.
By:/s/ Damian Finio
Name:Damian Finio
Title:Chief Financial Officer
Date: March 18, 2019



Item 9.01  Financial Statements and Exhibits.

(d) The following exhibits are filed with this Report:
 

 
 


EX-99.1 2 a991nextgen.htm Document

Exhibit 99.1
 
News From 

Buena, NJ 08310
image1.jpg
 
Release Date: March 18, 2019 
 
Contact:
Damian Finio
Teligent, Inc.
(856) 697-4379
www.teligent.com
 
 
TELIGENT, INC. ANNOUNCES FOURTH QUARTER AND YEAR END 2018 RESULTS 
  
 
BUENA, NJ - (GlobeNewswire) - Teligent, Inc. (NASDAQ: TLGT), a New Jersey-based specialty generic pharmaceutical company, today announced its financial results for the fourth quarter and year ended December 31, 2018.
 
Fourth Quarter 2018 Highlights

Net revenues of $16.8 million in the fourth quarter of 2018, an increase of 14% over the same quarter in 2017, driven primarily by an increase of 39% in international revenues and a 19% increase in US topical revenues
Gross margin of 34% for the fourth quarter of 2018, a decrease from the 40% reported in the same quarter in 2017

Net revenues include $1.4 million of failure-to-supply fees incurred in the US, adding back these fees to revenues and gross profit would increase gross margin for the fourth quarter of 2018 from 34% to 39%

Selling, general and administrative expenses in the fourth quarter of 2018 include a $1.9 million non-cash partial impairment loss on intangible assets acquired from AstraZeneca and Alveda (now Teligent Canada) in separate transactions in years prior

Operating loss was $5.4 million in the fourth quarter of 2018, compared to an operating loss of $4.9 million in the same quarter in 2017

Operating loss includes $3.6 million of research and development costs in the fourth quarter of 2018, compared to $5.9 million for the same period in 2017

As a result of the fluctuation in foreign exchange rates during the fourth quarter of 2018, the Company recorded a non-cash loss in the amount of $1.3 million related to the foreign currency translation of our intercompany loans and other balances held in foreign currencies, compared to a non-cash gain in the amount of $1.1 million in the same quarter in 2017

The Company received approval for four ANDAs during the fourth quarter for the following products: Fluocinonide Ointment USP, 0.05%, Fluocinonide Cream USP, 0.05%, Desoximetasone Ointment USP, 0.05%, and Gentamicin Sulfate Ointment USP, 0.1%







2018 Full Year Highlights
Net revenues of $65.9 million in 2018, an increase of 9% over 2017, driven primarily by an increase of 53% in international   revenues and 19% in US Topical revenues

Gross margin of 34% in 2018, a decrease from the 46% reported for 2017

Selling, general and administrative expenses in 2018 include a $1.9 million non-cash partial impairment loss on intangible assets acquired from AstraZeneca and Alveda (now Teligent Canada) in separate transactions in years prior

 As a result of the fluctuation in foreign exchange rates in 2018, the Company recorded a non-cash loss in the amount of $3.4 million related to the foreign currency translation of our intercompany loans and other balances held in foreign currencies, compared to a non-cash gain in the amount of $7.7 million in 2017
Operating loss was $15.1 million for the year ended December 31, 2018, which includes $3.4 million of one off expenses relating to failure-to-supply fees ($2.0 million), an increase in inventory reserves ($0.8 million) and an increase in bad debt reserves ($0.6 million), compared to the operating loss of $11.8 million for the same period in 2017
For the year, we had 13 FDA approvals and 9 launches in the U.S. and 6 Health Canada approvals and 4 launches in Canada
Full Year 2019 Financial Guidance

For the year ending December 31, 2019, excluding any potential upside in revenues relating to the launch of the orphan drug but including projected incremental revenues from the sale of our first manufactured injectable products in the US, the Company anticipates i) double digit top line percentage growth with revenues in excess of $72.5 million, ii) a consolidated gross margin above 40%, iii) a consistent investment in R&D of $13 – 15 million and iv) an adjusted EBITDA margin greater than 10% after adding back any foreign currency gains or losses and non-cash stock expenses.
“Teligent’s fourth quarter 2018 and full year 2018 revenues reflect growth of 14% and 9%, respectively, evidencing the strength and diversity of both our US and Canadian portfolios.” said Jason Grenfell-Gardner, President and Chief Executive Officer.
Mr. Grenfell-Gardner remarked, “We received 13 ANDA approvals in 2018, four of which were in the fourth quarter of 2018, and two more in the first quarter of 2019 bringing our total to 34 approved ANDAs with 22 more on file with the FDA.” Mr. Grenfell-Gardner continued, “In 2019, our priorities are to prepare for the FDA’s prior approval inspection of our new injectable manufacturing facility and focus on operational execution to avoid the types of one-off expenses that dampened our bottom-line financial performance in 2018.”

"We are confident that Teligent will deliver both the top and bottom-line growth reflected in our 2019 guidance”, Mr. Grenfell-Gardner concluded.
About Teligent, Inc.
 
Teligent is a specialty generic pharmaceutical company. Our mission is to be a leading player in the specialty generic prescription drug market. Learn more on our website www.teligent.com.
  
Forward-Looking Statements
 
This press release includes certain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements include, but are not limited to, plans, objectives, expectations and intentions, and other statements contained in this press release that are not historical facts and statements identified by words such as “plan,” “believe,” “continue,” “should” or words of similar meaning. Factors that could cause actual results to differ materially from these expectations include, but are not limited to: our inability to meet current or future regulatory requirements in connection with existing or future



ANDAs; our inability to achieve profitability; our failure to obtain FDA approvals as anticipated; our inability to execute and implement our business plan and strategy; the potential lack of market acceptance of our products; our inability to protect our intellectual property rights; changes in global political, economic, business, competitive, market and regulatory factors; and our inability to complete successfully future product acquisitions. These statements are based on our current beliefs or expectations and are inherently subject to various risks and uncertainties, including those set forth under the caption “Risk Factors” in Teligent, Inc.’s most recent Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and other periodic reports we file with the Securities and Exchange Commission. Teligent, Inc. does not undertake any obligation to update any forward-looking statements contained in this document as a result of new information, future events or otherwise, except as required by law.
  
Non-GAAP Financial Measures
 
In addition to reporting financial information required in accordance with U.S. generally accepted accounting principles (GAAP), Teligent is also presenting EBITDA and Adjusted EBITDA which are non-GAAP financial measures. Since EBITDA, Adjusted EBITDA and Adjusted EBITDA before product development and research costs are non-GAAP financial measures, they should not be used in isolation or as a substitute for consolidated statements of operations and cash flow data prepared in accordance with GAAP. In addition, Teligent's definition of Adjusted EBITDA may not be comparable to similarly titled non-GAAP financial measures reported by other companies.
 
Adjusted EBITDA, as defined by the Company, is calculated as follows:
 
Net loss, plus:
 
Depreciation expense

Amortization of intangibles

Impairment losses

Interest expense, net

Non-cash interest expense, net
 
Provision for income taxes

Foreign currency exchange (loss)/gain

Non-cash expenses, such as share-based compensation expense
 
The Company believes that Adjusted EBITDA is a meaningful indicator, to both Company management and investors, of the past and expected ongoing operating performance of the Company. EBITDA is a commonly used and widely accepted measure of financial performance. Adjusted EBITDA is deemed by the Company to be a useful performance indicator because it includes an add back of non-cash and non-recurring operating expenses which have little to no bearing on cash flows and may be subject to uncontrollable factors not reflective of the Company's true operational performance.
 
While the Company uses EBITDA, Adjusted EBITDA and Adjusted EBITDA before product development and research costs in managing and analyzing its business and financial condition and believes these non-GAAP financial measures to be useful to investors in evaluating the Company's performance, it is open to certain shortcomings. EBITDA and Adjusted EBITDA do not take into account the impact of capital expenditures on either the liquidity or the financial performance of the Company and likewise omit share-based compensation expenses, which may vary over time and may represent a material portion of overall compensation expense.  Due to the inherent limitations of EBITDA, Adjusted EBITDA and Adjusted EBITDA before product development and research costs, the Company's management utilizes comparable GAAP financial measures to evaluate the business in conjunction with EBITDA and Adjusted EBITDA and encourages investors to do likewise.
 
The Company also presents a non-GAAP financial measure of adjusted net income (loss) and adjusted net income (loss) per diluted share, to show the adjusted net income when EBITDA adjustments are added back or subtracted out of the traditional GAAP reported net income (loss). Adjusted diluted earnings per share, as defined by the Company, is equal to adjusted net income divided by the actual or anticipated diluted share count for the applicable period.



TELIGENT, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except shares and per share information)
 
Three months ended December 31,Year ended December 31,
2018 2017 2018 2017 
Revenue, net
$16,777 $14,767 $65,865 $60,202 
Costs and Expenses:
     Cost of revenues
11,115 8,904 43,480 32,830 
     Selling, general and administrative expenses
7,476 4,928 23,408 19,904 
     Product development and research expenses
3,631 5,878 14,076 19,265 
          Total costs and expenses
22,222 19,710 80,964 71,999 
Operating loss(5,445)(4,943)(15,099)(11,797)
Other Income (Expense):
     Foreign currency exchange (loss)/gain
(1,300)1,074 (3,371)7,719 
Debt partial extinguishment of 2019 Notes(1,768)— (4,235)— 
Debt extinguishment of 2021 Term Loan(1,315)— (1,315)— 
     Interest and other expense, net
(4,534)(2,467)(12,298)(11,198)
Loss before income tax expense(14,362)(6,336)(36,318)(15,276)
Income tax expense/(benefit)28 (215)(62)(85)
Net loss$(14,390)$(6,121)$(36,256)$(15,191)
Basic and diluted loss per share
$(0.27)$(0.11)$(0.68)$(0.28)
Weighted average shares of common stock outstanding:
  Basic and diluted shares
53,772,913 53,393,952 53,592,930 53,323,954 
























TELIGENT, INC. AND SUBSIDIARIES
GROSS TO NET DEDUCTIONS
(in thousands)
 
Three months ended December 31,Year ended December 31,
2018 2017 2018 2017 
Gross product sales$33,477 $41,379 $158,278 $215,883 
Reduction to gross product sales:
              Chargebacks and billbacks
11,667 20,100 60,770 125,159 
Wholesaler fees for service2,729 1,334 5,503 7,049 
              Sales discounts and other allowances
3,778 6,546 32,414 32,720 
Total reduction to gross product sales18,174 27,980 98,687 164,928 
Product sales, net15,303 13,399 59,591 50,955 
Contract manufacturing product sales1,421 1,288 6,047 8,995 
Research and development services and other income 53 80 227 252 
Total product sales, net$16,777 $14,767 $65,865 $60,202 
 





TELIGENT, INC. AND SUBSIDIARIES
RECONCILIATION OF NON-GAAP MEASURES
(in thousands) 


Three months ended December 31,Year ended December 31,
2018 2017 2018 2017 
Net loss$(14,390)$(6,121)$(36,256)$(15,191)
Depreciation 876 447 2,579 1,711 
Amortization of intangibles794 787 3,096 2,930 
Impairment losses1,902 — 1,924 113 
Interest (income)/expense, net4,204 (48)7,340 1,612 
Non-cash interest expense124 2,515 10,508 9,586 
Provision for income taxes28 (215)(62)(85)
EBITDA(6,462)(2,635)(10,871)676 
Foreign currency exchange loss/(gain)1,300 (1,074)3,371 (7,719)
EBITDA, after foreign currency exchange loss/(gain)(5,162)(3,709)(7,500)(7,043)
Non-cash stock-based compensation expense397 868 1,970 3,295 
Adjusted EBITDA(4,765)(2,841)(5,530)(3,748)
Product development and research expenses3,325 5,613 12,793 18,114 
Adjusted EBITDA, before product development and research expenses$(1,440)$2,772 $7,263 $14,366 
 
 



TELIGENT, INC. AND SUBSIDIARIES
RECONCILIATION OF NON-GAAP ADJUSTED NET LOSS
(in thousands, except share and per share information) 


Three months ended December 31,Year ended December 31,
2018 2017 2018 2017 
Net loss$(14,390)$(6,121)$(36,256)$(15,191)
Non-cash interest expense124 2,515 10,508 9,586 
Provision for income taxes28 (215)(62)(85)
Amortization of intangibles794 787 3,096 2,930 
Impairment losses1,902 — 1,924 113 
Foreign currency exchange loss/(gain)1,300 (1,074)3,371 (7,719)
Non-cash stock-based compensation expense397 868 1,970 3,295 
Adjusted net loss$(9,845)$(3,240)$(15,449)$(7,071)
Non-GAAP adjusted net loss per diluted share$(0.18)$(0.06)$(0.29)$(0.13)


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