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): May 8, 2018 
 
TELIGENT, INC.
(Exact name of registrant as specified in its charter)
 
 
 
 
 
 
Delaware
 
001-08568
 
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):
 
Â
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
Â
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
Â
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
Â
Pre-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 May 8, 2018, Teligent, Inc. (the “Company”) issued a press release announcing the Company’s earnings for the first quarter ended March 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 May 8, 2018, at 8:30 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: May 8, 2018
 
 
 


Item 9.01     Financial Statements and Exhibits.

(d)    The following exhibits are filed with this Report:
 
Exhibit No.
 
Description
99.1
 
 

 
 



Exhibit
Exhibit 99.1
 
News From 

Buena, NJ 08310
http://api.tenkwizard.com/cgi/image?quest=1&rid=23&ipage=12236715&doc=3
 
Release Date: May 8, 2018    
 
Contact:
Damian Finio
Teligent, Inc.
(856) 336-9117
www.teligent.com
 
 
TELIGENT, INC. ANNOUNCES FIRST QUARTER 2018 RESULTS 
  
 
BUENA, NJ - (GlobeNewswire) - Teligent, Inc. (NASDAQ: TLGT), a New Jersey-based specialty generic pharmaceutical company, today announced its financial results for the first quarter ended March 31, 2018.
 
First Quarter 2018 Highlights

The Company adopted ASC 606: Revenue from Contracts with Customers ("ASC 606") issued by the Financial Accounting Standards Board on January 1, 2018. To understand the financial impact of adopting ASC 606, see the Reconciliation of Revenue (net), Cost of Revenue and Gross Margin table included
After adoption of ASC 606, total revenue of $14.5 million in the first quarter of 2018, a decrease of 26% over the same period in 2017. Total revenue was driven primarily by $8.9 million of sales generated by our U.S. generic topical and injectable pharmaceutical products, a decrease of 34% over the same quarter in 2017 and $4.3 million of international revenues, an increase of 46% over the same quarter in 2017
After adoption of ASC 606, gross margin of 36% for the first quarter of 2018, a decrease from the 55% reported in the same period in 2017
Operating loss of $3.5 million in the first quarter of 2018, compared to operating income of $3.0 million in the same period in 2017
$3.4 million of product development and research expenses in the first quarter of 2018, compared to $3.7 million for the same period in 2017
Due to the fluctuation in foreign exchange rates during the first quarter of 2018, we recorded a non-cash gain in the amount of $1.3 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 gain in the amount of $1.1 million in the same period in 2017
Adjusted EBITDA, before product development and research expenses, in the first quarter of 2018 was $1.9 million, compared to $8.6 million for the same period in 2017



Year to date, the Company received approval for four ANDAs in the U.S.
Year to date, the Company launched four new products in the U.S.
“We are pleased with our solid first quarter 2018 financial results, particularly the performance of our US portfolio of topical and injectable pharmaceutical products as well as the continued strong performance and further growth opportunities for our Canadian operations,” said Jason Grenfell-Gardner, President and Chief Executive Officer.
 
Mr. Grenfell-Gardner continued, “The expansion of our Buena, New Jersey manufacturing facility continues to progress, achieving two major milestones.  I am proud to report the facility went clean on April 20th and manufactured our first injectable engineering batch on April 24th. In addition, we received four ANDA approvals year to date, Betamethasone Dipropionate Lotion USP (Augmented) 0.05%, Halobetasol Propionate Ointment, 0.05%, Ciclopirox Shampoo, 1%, and Clobetasol Propionate Cream USP, 0.05%.  Collectively, these four products represent $189.6 million of addressable market per IQVIA data.”
 
“We now have 29 ANDAs on file with the US FDA. Based on IQVIA data as of March 2018, these 29 ANDAs represent a total addressable market of approximately $1.8 billion.  We remain confident in the growth of our business, our plans to work closely with all members of the organization to improve profitability, and our ability to deliver gross margin and EBITDA in line with our 2018 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 income (loss), plus:
 
Depreciation expense

Amortization of intangibles

Loss on impairment




Interest expense, net

Non-cash interest expense
 
Provision for income taxes

Inventory step up and acquisition costs related to acquisitions

Foreign currency exchange gain/loss

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 March 31,
 
2018
 
2017
Revenue, net
$
14,545

 
$
19,891

 
 
 
 
Costs and Expenses:
 
 
 
     Cost of revenues
9,325

 
8,957

     Selling, general and administrative expenses
5,360

 
4,299

     Product development and research expenses
3,391

 
3,668

          Total costs and expenses
18,076

 
16,924

Operating (loss) income
(3,531
)
 
2,967

 
 
 
 
Other Income (Expense):
 
 
 
     Foreign currency exchange gain/(loss)
1,325

 
1,079

     Interest and other expense, net
(2,572
)
 
(3,132
)
(Loss) income before income tax expense
(4,778
)
 
914

 
 
 
 
Income tax expense
24

 
83

 
 
 
 
Net (loss) income attributable to common shareholders
$
(4,802
)
 
$
831

 
 
 
 
Basic and diluted (loss) income per share
$
(0.09
)
 
$
0.02

 
 
 
 
Weighted average shares of common stock outstanding:
 
 
 
  Basic and diluted shares
53,458,513

 
53,195,580









TELIGENT, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands, except shares and per share information)

 
March 31, 2018
 
December 31, 2017
 
 
 
(Audited)
ASSETS
 
 
 
Current assets:
 
 
 
     Cash and cash equivalents
$
13,235

 
$
26,692

     Accounts receivable, net
13,415

 
18,143

     Inventories
17,786

 
16,075

     Prepaid expenses and other receivables
2,631

 
3,622

          Total current assets
47,067

 
64,532

Property, plant and equipment, net
76,708

 
68,355

Intangible assets, net
56,588

 
56,017

Goodwill
452

 
471

Other
277

 
611

          Total assets
$
181,092

 
$
189,986

 
 
 
 
LIABILITIES AND STOCKHOLDERS’ EQUITY
 
 
 
Current liabilities:
 
 
 
     Accounts payable
$
5,937

 
$
10,595

     Accrued expenses
11,138

 
13,502

          Total current liabilities
17,075

 
24,097

 
 
 
 
Convertible 3.75% senior notes, net of debt discount and debt issuance costs (face of $143,750)
123,571

 
120,977

Deferred tax liability
153

 
159

          Total liabilities
140,799

 
145,233

 
 
 
 
Stockholders’ equity:
 
 
 
    Common stock, $0.01 par value, 100,000,000 shares authorized;
 
 
 
      53,496,889 and 53,400,281 shares issued and outstanding
 
 
 
       as of March 31, 2018 and December 31, 2017, respectively
554

 
554

     Additional paid-in capital
106,958

 
106,312

     Accumulated deficit
(64,896
)
 
(60,094
)
     Accumulated other comprehensive loss, net of taxes
(2,323
)
 
(2,019
)
          Total stockholders’ equity
40,293

 
44,753

             Total liabilities and stockholders' equity
$
181,092

 
$
189,986

 







TELIGENT, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
For the three months ended March 31, 2018 and 2017
(in thousands)

 
 
March 31, 2018
 
March 31, 2017
Cash flows from operating activities:
 
 
 
    Net (loss) income
$
(4,802
)
 
$
831

    Non-cash expenses
3,865

 
3,395

    Changes in operating assets and liabilities
(2,475
)
 
(2,340
)
 
 
 
 
Net cash (used in) provided by operating activities
(3,412
)
 
1,886

 
 
 
 
Net cash used in investing activities
(9,758
)
 
(8,551
)
 
 
 
 
Net cash provided by financing activities

 
5

 
 
 
 
Effect of exchange rate on cash and cash equivalents
(287
)
 
132

Net decrease in cash and cash equivalents
(13,170
)
 
(6,660
)
Cash and cash equivalents at beginning of period
26,692

 
66,006

 
 
 
 
Cash and cash equivalents at end of period
$
13,235

 
$
59,478



 
TELIGENT, INC. AND SUBSIDIARIES
GROSS TO NET DEDUCTIONS
(in thousands)
 
 
Three months ended March 31,
 
2018
 
2017
 
 
 
 
Gross product sales
$
36,548

 
$
54,300

 
 
 
 
Reduction to gross product sales:
 
 
 
              Chargebacks and billbacks
16,915

 
30,015

              Wholesaler fees for service
635

 

              Sales discounts and other allowances
5,762

 
7,849

Total reduction to gross product sales
23,312

 
37,864

 
 
 
 
Product sales, net
13,236

 
16,436

Contract manufacturing product sales
1,298

 
3,417

Research and development services and other income
11

 
38

 
 
 
 
Total revenue, net
$
14,545

 
$
19,891

 




TELIGENT, INC. AND SUBSIDIARIES
RECONCILIATION OF NON-GAAP MEASURES
(in thousands) 
 
Three months ended March 31,
 
2018
 
2017
 
 
 
 
Net (loss) income
$
(4,802
)
 
$
831

 
 
 
 
Depreciation
561

 
395

Amortization of intangibles
791

 
687

Loss on impairment
22

 

Interest (income)/expense, net
(22
)
 
851

Non-cash interest expense
2,594

 
2,281

Provision for income taxes
24

 
83

EBITDA
(832
)
 
5,128

 
 
 
 
Foreign currency exchange gain
(1,325
)
 
(1,079
)
Non-cash stock-based compensation expense
620

 
843

Adjusted EBITDA
(1,537
)
 
4,892

 
 
 
 
Product development and research expenses
3,391

 
3,668

 
 
 
 
Adjusted EBITDA, before product development and research expenses
1,854

 
8,560


 
TELIGENT, INC. AND SUBSIDIARIES
RECONCILIATION OF NON-GAAP ADJUSTED NET (LOSS) INCOME
(in thousands, except share and per share information) 
 
Three months ended March 31,
 
2018
 
2017
 
 
 
 
Net (loss) income
$
(4,802
)
 
$
831

 
 
 
 
Non-cash interest expense
2,594

 
2,281

Provision for income taxes
24

 
83

Amortization of intangibles
791

 
687

Loss on impairment
22

 

Foreign currency exchange gain
(1,325
)
 
(1,079
)
Non-cash stock-based compensation expense
620

 
843

Adjusted net (loss) income
$
(2,076
)
 
$
3,646

 
 
 
 
Non-GAAP adjusted net (loss) income per diluted share
$
(0.04
)
 
$
0.07





TELIGENT, INC. AND SUBSIDIARIES
RECONCILIATION OF REVENUE, NET, COST OF REVENUES AND GROSS MARGIN
(in thousands) 
 
Three months ended March 31,
 
2018
 
2018 *
 
2017
 
 
 
 
 
 
Revenue, net
$
15,180

 
$
15,180

 
$
19,891

Wholesaler fees for service
635

 

 

Revenue, net
14,545

 
15,180

 
19,891

 
 
 
 
 
 
Cost of revenue
9,960

 
9,960

 
8,957

Wholesaler fees for service
635

 

 

Cost of revenue
9,325

 
9,960

 
8,957

 
 
 
 
 
 
Gross margin
34
%
 
34
%
 
55
%
Wholesaler fees for service
2
%
 
0
%
 
7
%
Gross margin
36
%
 
34
%
 
62
%

* These figures represent financial results for the three months ended March 31, 2018 had ASC 606 not been adopted.