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: May 8, 2018 |
Exhibit No. | Description | |
99.1 |
Contact: | Damian Finio Teligent, Inc. (856) 336-9117 www.teligent.com |
• | 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. |
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 |
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 |
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 |
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 |
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 |
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 |
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 | % |