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)) |
Exhibit No. | Description | |
99.1 |
TELIGENT, INC. | |||
By: | /s/ Jenniffer Collins | ||
Name: | Jenniffer Collins | ||
Title: | Chief Financial Officer | ||
Date: November 6, 2017 |
Contact: | Jenniffer Collins Teligent, Inc. (856) 697-4379 www.teligent.com |
• | Total revenues of $13.7 million in the third quarter of 2017, a decrease of 15% over the same quarter in 2016. |
• | Total net revenues generated from the sale of our generic topical and injectable pharmaceutical products for the third quarters of 2017 and 2016 of $11.8 million and $13.9 million, respectively, a decrease of 15% over the same quarter last year. |
• | Total net revenues generated from contract manufacturing services and other income for the third quarters of 2017 and 2016 of $1.9 million and $2.3 million, respectively. |
• | Total net international revenues for the third quarters of 2017 and 2016 of $3.6 million and $2.7 million, respectively. |
• | Gross margin for the third quarter of 2017 equaled 24% as compared to 50% in the third quarter of 2016. |
• | Operating loss was $5.4 million in the third quarter of 2017, compared to operating income of $0.3 million in the same quarter in 2016. Operating loss was $4.2 million for the nine months ended September 30, 2017, compared to operating income of $2.2 million in 2016. |
• | Our operating results in the third quarter of 2017 include $4.6 million in research and development costs, compared to $4.0 million in the same quarter in 2016. |
• | As a result of the fluctuation in foreign exchange rates during the third quarter of 2017, we recorded a non-cash gain in the amount of $1.7 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 $0.4 million in the same quarter in 2016. |
• | The Company received approval for four ANDAs during the three months ended September 30, 2017 for the following products: Desonide Lotion, 0.05%, Erythromycin Topical Gel USP, 2%, Clobetasol Propionate Cream USP, 0.05% Emollient and, Triamcinolone Acetonide Cream USP, 0.1%. All of these products have been launched except Desonide Lotion, 0.05%, which is expected to be launched in the fourth quarter of 2017. Desonide Lotion, 0.05% was submitted under a partnered development agreement by Teligent, Inc. with Impax Laboratories, Inc. |
• | The Company now expects total revenue between $65 million and $67 million for the year ending December 31, 2017. |
• | As a result of revised total revenue, the Company now anticipates gross margin of 38% to 40% for the year ending December 31, 2017. |
Three months ended September 30, | Nine months ended September 30, | ||||||||||||||
2017 | 2016 | 2017 | 2016 | ||||||||||||
Revenues: | |||||||||||||||
Product sales, net | $ | 13,634 | $ | 15,709 | $ | 51,782 | $ | 48,156 | |||||||
Research and development services and other income | 21 | 442 | 172 | 790 | |||||||||||
Total revenues | 13,655 | 16,151 | 51,954 | 48,946 | |||||||||||
Costs and Expenses: | |||||||||||||||
Cost of revenues | 10,313 | 8,137 | 29,641 | 23,421 | |||||||||||
Selling, general and administrative expenses | 4,121 | 3,694 | 13,126 | 10,813 | |||||||||||
Product development and research expenses | 4,606 | 4,017 | 13,387 | 12,496 | |||||||||||
Total costs and expenses | 19,040 | 15,848 | 56,154 | 46,730 | |||||||||||
Operating (loss) income | (5,385 | ) | 303 | (4,200 | ) | 2,216 | |||||||||
Other Income (Expense): | |||||||||||||||
Foreign currency exchange gain | 1,744 | 364 | 6,645 | 1,295 | |||||||||||
Interest and other expense, net | (2,663 | ) | (3,347 | ) | (8,731 | ) | (9,997 | ) | |||||||
Loss before income tax expense | (6,304 | ) | (2,680 | ) | (6,286 | ) | (6,486 | ) | |||||||
Income tax expense | 24 | 23 | 130 | 68 | |||||||||||
Net loss | $ | (6,328 | ) | $ | (2,703 | ) | $ | (6,416 | ) | $ | (6,554 | ) | |||
Basic and diluted loss per share | $ | (0.12 | ) | $ | (0.05 | ) | $ | (0.12 | ) | $ | (0.12 | ) | |||
Weighted average shares of common stock outstanding: | |||||||||||||||
Basic and diluted shares | 53,391,948 | 53,093,368 | 53,297,889 | 53,061,630 |
September 30, | December 31, | ||||||
2017 | 2016* | ||||||
(Unaudited) | |||||||
ASSETS | |||||||
Current assets: | |||||||
Cash and cash equivalents | $ | 38,231 | $ | 66,006 | |||
Accounts receivable, net | 27,568 | 21,735 | |||||
Inventories | 14,199 | 12,708 | |||||
Prepaid expenses and other receivables | 2,390 | 2,847 | |||||
Total current assets | 82,388 | 103,296 | |||||
Property, plant and equipment, net | 57,248 | 26,215 | |||||
Intangible assets, net | 56,112 | 52,465 | |||||
Goodwill | 476 | 446 | |||||
Other | 784 | 804 | |||||
Total assets | $ | 197,008 | $ | 183,226 | |||
LIABILITIES AND STOCKHOLDERS’ EQUITY | |||||||
Current liabilities: | |||||||
Accounts payable | $ | 8,865 | $ | 4,614 | |||
Accrued expenses | 16,260 | 10,349 | |||||
Total current liabilities | 25,125 | 14,963 | |||||
Convertible 3.75% senior notes, net of debt discount and debt issuance costs (face of $143,750) | 118,463 | 111,391 | |||||
Deferred tax liability | 239 | 205 | |||||
Total liabilities | 143,827 | 126,559 | |||||
Stockholders’ equity: | |||||||
Common stock, $0.01 par value, 100,000,000 shares authorized; | |||||||
53,391,948 and 53,148,441 shares issued and outstanding | |||||||
as of September 30, 2017 and December 31, 2016, respectively | 554 | 551 | |||||
Additional paid-in capital | 105,418 | 102,624 | |||||
Accumulated deficit | (51,319 | ) | (44,903 | ) | |||
Accumulated other comprehensive loss, net of taxes | (1,472 | ) | (1,605 | ) | |||
Total stockholders’ equity | 53,181 | 56,667 | |||||
Total liabilities and stockholders' equity | $ | 197,008 | $ | 183,226 |
September 30, 2017 | September 30, 2016 | ||||||
Cash flows from operating activities: | |||||||
Net loss | $ | (6,416 | ) | $ | (6,554 | ) | |
Non-cash expenses | 7,862 | 11,018 | |||||
Changes in operating assets and liabilities | (4,106 | ) | (1,644 | ) | |||
Net cash (used in) provided by operating activities | (2,660 | ) | 2,820 | ||||
Net cash used in investing activities | (26,002 | ) | (15,378 | ) | |||
Net cash provided by (used in) financing activities | 269 | (71 | ) | ||||
Effect of exchange rate on cash and cash equivalents | 618 | 70 | |||||
Net decrease in cash and cash equivalents | (28,393 | ) | (12,629 | ) | |||
Cash and cash equivalents at beginning of period | 66,006 | 87,191 | |||||
Cash and cash equivalents at end of period | $ | 38,231 | $ | 74,632 |
Three months ended September 30, | Nine months ended September 30, | ||||||||||||||
2017 | 2016 | 2017 | 2016 | ||||||||||||
Gross product sales | $ | 53,460 | $ | 64,943 | $ | 174,504 | $ | 136,329 | |||||||
Reduction to gross product sales: | |||||||||||||||
Chargebacks and billbacks | 30,150 | 43,161 | 104,255 | 82,564 | |||||||||||
Sales discounts and other allowances | 11,559 | 7,881 | 26,174 | 19,580 | |||||||||||
Total reduction to gross product sales | 41,709 | 51,042 | 130,429 | 102,144 | |||||||||||
Product sales, net | 11,751 | 13,901 | 44,075 | 34,185 | |||||||||||
Contract manufacturing product sales | 1,883 | 1,808 | 7,707 | 13,971 | |||||||||||
Total product sales, net | $ | 13,634 | $ | 15,709 | $ | 51,782 | $ | 48,156 |
Three months ended September 30, | Nine months ended September 30, | |||||||||||||||
2017 | 2016 | 2017 | 2016 | |||||||||||||
Net loss | $ | (6,328 | ) | $ | (2,703 | ) | $ | (6,416 | ) | $ | (6,554 | ) | ||||
Depreciation | 442 | 283 | 1,264 | 679 | ||||||||||||
Amortization of intangibles | 747 | 709 | 2,143 | 2,146 | ||||||||||||
Loss on impairment | 113 | — | 113 | — | ||||||||||||
Interest expense, net | 231 | 1,209 | 1,660 | 3,780 | ||||||||||||
Non-cash interest expense | 2,432 | 2,139 | 7,071 | 6,217 | ||||||||||||
Provision for income taxes | 24 | 23 | 130 | 68 | ||||||||||||
EBITDA | (2,339 | ) | 1,660 | 5,965 | 6,336 | |||||||||||
Inventory step-up, related to acquisition | — | — | — | 530 | ||||||||||||
Foreign currency exchange gain | (1,744 | ) | (364 | ) | (6,645 | ) | (1,295 | ) | ||||||||
Non-cash stock-based compensation expense | 688 | 746 | 2,427 | 2,255 | ||||||||||||
Adjusted EBITDA | (3,395 | ) | 2,042 | 1,747 | 7,826 | |||||||||||
Product development and research expenses | 4,606 | 4,017 | 13,387 | 12,496 | ||||||||||||
Adjusted EBITDA, before Product development and research expenses | $ | 1,211 | $ | 6,059 | $ | 15,134 | $ | 20,322 |
Three months ended September 30, | Nine months ended September 30, | ||||||||||||||
2017 | 2016 | 2017 | 2016 | ||||||||||||
Net loss | $ | (6,328 | ) | $ | (2,703 | ) | $ | (6,416 | ) | $ | (6,554 | ) | |||
Non-cash interest expense | 2,432 | 2,139 | 7,071 | 6,217 | |||||||||||
Provision for income taxes | 24 | 23 | 130 | 68 | |||||||||||
Amortization of intangibles | 747 | 709 | 2,143 | 2,146 | |||||||||||
Loss on impairment | 113 | — | 113 | — | |||||||||||
Inventory step-up, related to acquisition | — | — | — | 530 | |||||||||||
Foreign currency exchange gain | (1,744 | ) | (364 | ) | (6,645 | ) | (1,295 | ) | |||||||
Non-cash stock-based compensation expense | 688 | 746 | 2,427 | 2,255 | |||||||||||
Adjusted net (loss) income | $ | (4,068 | ) | $ | 550 | $ | (1,177 | ) | $ | 3,367 | |||||
Non-GAAP adjusted net (loss) income per diluted share | $ | (0.08 | ) | $ | 0.01 | $ | (0.02 | ) | $ | 0.05 | |||||