0001628280-19-009959.txt : 20190805 0001628280-19-009959.hdr.sgml : 20190805 20190805161540 ACCESSION NUMBER: 0001628280-19-009959 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20190805 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20190805 DATE AS OF CHANGE: 20190805 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: 19998816 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 teligentpressreleaseq2.htm 8-K 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): August 5, 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 August 5, 2019, Teligent, Inc. (the “Company”) issued a press release announcing the Company’s earnings for the second quarter ended June 30, 2019 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 August 5, 2019, at 4:30 p.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: August 5, 2019

Item 9.01  Financial Statements and Exhibits.

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

 
 


EX-99.1 2 teligentincpressreleas.htm EX-99.1 Document

Exhibit 99.1
 
News From 

Buena, NJ 08310
image1.jpg
 
Release Date: August 5, 2019 
 
Contact:
Damian Finio
Teligent, Inc.
(856) 336-9117
www.teligent.com
 
 
TELIGENT, INC. ANNOUNCES SECOND QUARTER 2019 RESULTS 
  
 
BUENA, NJ - (GlobeNewswire) - Teligent, Inc. (NASDAQ: TLGT), a New Jersey-based specialty generic pharmaceutical company, today announced its financial results for the second quarter ended June 30, 2019.
 
Second Quarter 2019 Highlights

Net revenues of $18.3 million for the second quarter of 2019, a $2.1 million increase over the same quarter in 2018

Gross margin of 47% for the second quarter of 2019, an 1,800 basis point increase from the 29% reported in the same quarter in 2018, driven primarily by a more favorable customer and product mix and a lower of cost or market adjustment which dampened the second quarter of 2018 gross margin by 300 basis points

Operating income was $0.7 million for the second quarter of 2019, an improvement of $5.6 million or 114% compared to the operating loss of $4.9 million reported in the same quarter in 2018

As a result of the fluctuation in foreign exchange rates during the second quarter of 2019, the Company recorded a non-cash gain in the amount of $0.6 million related to the foreign currency translation of its intercompany loans and other balances held in foreign currencies, compared to a non-cash loss in the amount of $3.2 million in the same quarter in 2018

Adjusted EBITDA was a gain of $2.7 million in the second quarter of 2019, an improvement of $5.8 million or 186% compared to a loss of $3.1 million in the same quarter in 2018

The Company received one ANDA approval during the second quarter of 2019 for Fluocinonide Cream USP, 0.1%


“I am pleased with Teligent’s second quarter 2019 top and bottom line financial performance and improvements made in our manufacturing processes.” said Jason Grenfell-Gardner, President and Chief Executive Officer.

Mr. Grenfell-Gardner continued, “In addition to our strong financial performance, I am very encouraged by progress made towards filing our first injectable prior approval supplement and preparing for the FDA prior approval inspection.”




“We reaffirm our 2019 financial guidance of double-digit top-line percentage growth, gross margin greater than 40% and an adjusted EBITDA margin greater than 10%.” 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, Adjusted EBITDA and Adjusted EBITDA before product development and research 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 and adjusted net loss 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

Amortization of debt issuance costs and debt extinguishment
 
Provision for income taxes

Foreign currency exchange gain/(loss)

Non-cash stock-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 June 30,Six months ended June 30,
2019 2018 2019 2018 
Revenue, net
$18,341 $16,249 $31,463 $30,794 
Costs and Expenses:
     Cost of revenues
9,800 11,465 17,160 20,790 
     Selling, general and administrative expenses
5,187 5,727 10,700 11,087 
     Product development and research expenses
2,668 3,967 5,657 7,358 
          Total costs and expenses
17,655 21,159 33,517 39,235 
Operating income/ (loss)686 (4,910)(2,054)(8,441)
Other Income (Expense):
     Foreign currency exchange gain/ (loss)
553 (3,220)(291)(1,895)
       Debt partial extinguishment of 2019 Notes— (2,467)(185)(2,467)
     Interest and other expense, net
(5,155)(2,499)(10,102)(5,071)
Loss before income tax expense(3,916)(13,096)(12,632)(17,874)
Income tax expense73 23 81 47 
Net loss$(3,989)$(13,119)$(12,713)$(17,921)
Basic and diluted loss per share
$(0.08)$(0.25)$(0.24)$(0.34)
Weighted average shares of common stock outstanding:
  Basic and diluted shares
53,849,108 53,510,712 53,827,665 53,484,756 

























TELIGENT, INC. AND SUBSIDIARIES
GROSS TO NET DEDUCTIONS
(in thousands)
 
Three months ended June 30,Six months ended June 30,
2019 2018 2019 2018 
Gross product sales$39,322 $48,142 $66,736 $84,690 
Reduction to gross product sales:
              Chargebacks and billbacks
11,826 21,449 22,712 38,364 
                 Wholesaler fees for service2,182 477 3,948 1,112 
              Sales discounts and other allowances
7,446 11,539 9,713 17,301 
Total reduction to gross product sales21,454 33,465 36,373 56,777 
Product sales, net17,868 14,677 30,363 27,913 
Contract manufacturing product sales388 1,450 930 2,748 
Research and development services and other income85 122 170 133 
Total product sales, net$18,341 $16,249 $31,463 $30,794 
 





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


Three months ended June 30,Six months ended June 30,
2019 2018 2019 2018 
Net loss$(3,989)$(13,119)$(12,713)$(17,921)
Depreciation 902 572 1,778 1,133 
Amortization of intangibles758 759 1,514 1,550 
Impairment losses— — — 22 
Interest expense/(income), net (1)3,596 166 7,020 144 
Amortization of debt issuance costs and
debt extinguishment
1,559 4,800 3,267 7,394 
Provision for income taxes73 23 81 47 
EBITDA2,899 (6,799)947 (7,631)
Foreign currency exchange (gain)/ loss(553)3,220 291 1,895 
EBITDA after foreign currency exchange loss/(gain)2,346 (3,579)1,238 (5,736)
Non-cash stock-based compensation expense316 483 684 1,103 
Adjusted EBITDA2,662 (3,096)1,922 (4,633)
Product development and research expenses2,329 3,636 4,995 6,706 
Adjusted EBITDA before product development and research expenses$4,991 $540 $6,917 $2,073 

 (1) Includes $2.2 million and $4.2 million of payment-in-kind interest during the three and six months ended June 30, 2019 respectively.
 




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


Three months ended June 30,Six months ended June 30,
2019 2018 2019 2018 
Net loss$(3,989)$(13,119)$(12,713)$(17,921)
Amortization of debt issuance costs and debt extinguishment1,559 4,800 3,267 7,394 
Provision for income taxes73 23 81 47 
Amortization of intangibles 758 759 1,514 1,550 
Impairment losses— — — 22 
Foreign currency exchange (gain) / loss(553)3,220 291 1,895 
Non-cash stock-based compensation expense316 483 684 1,103 
Adjusted net loss$(1,836)$(3,834)$(6,876)$(5,910)
Non-GAAP adjusted net loss per basic and diluted share$(0.04)$(0.07)$(0.13)$(0.11)


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