0001628280-19-013178.txt : 20191104 0001628280-19-013178.hdr.sgml : 20191104 20191104161556 ACCESSION NUMBER: 0001628280-19-013178 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20191104 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20191104 DATE AS OF CHANGE: 20191104 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: 191189990 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 teligentpressreleaseq3.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): November 4, 2019 
 
TELIGENT, INC.
(Exact name of registrant as specified in its charter)
 
Delaware001-0856801-0355758
(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 November 4, 2019, Teligent, Inc. (the “Company”) issued a press release announcing the Company’s earnings for the third quarter ended September 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 November 4, 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: November 4, 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
image11.jpg
 
Release Date: November 4, 2019 
 
Contact:
Damian Finio
Teligent, Inc.
(856) 336-9117
www.teligent.com
 
 
TELIGENT, INC. ANNOUNCES THIRD 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 third quarter ended September 30, 2019.
 
Third Quarter 2019 Highlights

Net revenues of $18.5 million for the third quarter of 2019, a $0.2 million increase over the same quarter in 2018

Gross margin of 39% for the third quarter of 2019, a 200 basis point increase from the 37% reported in the same quarter of 2018 and year-to-date gross margin of 43%, a 900 basis point increase from the 34% reported for the same nine month period in 2018, primarily driven by favorable customer and product mix

$2.1 million of product development and research expenses in the third quarter of 2019, compared to $3.1 million for the same quarter in 2018

Operating income was $0.2 million for the third quarter of 2019, an improvement of $1.4 million over the operating loss of $1.2 million reported in the same quarter of 2018

As a result of the fluctuation in foreign exchange rates during the third quarter of 2019, the Company recorded a non-cash loss in the amount of $2.2 million related to the foreign currency translation of its intercompany loans and other balances held in foreign currencies, as compared to a non-cash loss in the amount of $0.2 million in the same quarter of 2018

Adjusted EBITDA was $2.1 million in the third quarter of 2019, reflecting an improvement of $1.5 million compared to $0.6 million in the same quarter of 2018

“For the second consecutive quarter, Teligent reported revenues exceeding $18 million and positive Adjusted EBITDA. We also realized a year-to-date gross margin of 43%,” said Jason Grenfell-Gardner, President and Chief Executive Officer.

Mr. Grenfell-Gardner continued, “Since the end of the third quarter, we announced our strategic review of non-core assets, received approval for Gentamicin Sulfate Cream USP 0.1%, issued $34.4 million of convertible bonds, and most importantly, filed a prior approval supplement for ranitidine hydrochloride injection. These actions, coupled with our third quarter financial results, are critical components and solid evidence that we continue to forge the path to profitable growth.”





Mr. Grenfell-Gardner concluded, "We remain confident in achieving gross margins in excess of 40% for the full year, are well-positioned to deliver adjusted EBITDA margins in excess of 10% for the full year, and with a strong fourth quarter, we project revenues of $68.5 million to $72.5 million for the full year."

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 successfully complete 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, debt discounts 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 September 30,Nine months ended September 30,
2019201820192018
Revenue, net
$18,466  $18,294  $49,929  $49,088  
Costs and Expenses:
     Cost of revenues
11,186  11,575  28,346  32,365  
     Selling, general and administrative expenses
5,007  4,845  15,707  15,932  
     Product development and research expenses
2,064  3,087  7,721  10,445  
          Total costs and expenses
18,257  19,507  51,774  58,742  
Operating income/ (loss)209  (1,213) (1,845) (9,654) 
Other Expense:
     Foreign currency exchange loss
(2,167) (176) (2,458) (2,071) 
       Debt partial extinguishment of 2019 Notes—  —  (185) (2,467) 
     Interest and other expense, net
(5,160) (2,693) (15,262) (7,764) 
Loss before income tax expense(7,118) (4,082) (19,750) (21,956) 
Income tax expense(5) (137) 76  (90) 
Net loss$(7,113) $(3,945) $(19,826) $(21,866) 
Basic and diluted loss per share
$(0.13) $(0.07) $(0.37) $(0.41) 
Weighted average shares of common stock outstanding:
  Basic and diluted shares
53,850,427  53,625,768  53,835,336  53,532,277  























TELIGENT, INC. AND SUBSIDIARIES
GROSS TO NET DEDUCTIONS
(in thousands)
 
Three months ended September 30,Nine months ended September 30,
2019201820192018
Gross product sales$41,814  $40,111  $108,550  $124,801  
Reduction to gross product sales:
              Chargebacks and billbacks
14,573  10,739  37,285  49,103  
                 Wholesaler fees for service2,355  1,662  6,303  2,774  
              Sales discounts and other allowances
6,658  11,335  16,371  28,636  
Total reduction to gross product sales23,586  23,736  59,959  80,513  
Product sales, net18,228  16,375  48,591  44,288  
Contract manufacturing product sales167  1,878  1,097  4,626  
Research and development services and other income71  41  241  174  
Total product sales, net$18,466  $18,294  $49,929  $49,088  
 




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


Three months ended September 30,Nine months ended September 30,
2019201820192018
Net loss$(7,113) $(3,945) $(19,826) $(21,866) 
Depreciation 922  570  2,700  1,703  
Amortization of intangibles746  752  2,260  2,302  
Impairment losses—  —  —  22  
Interest expense (1)3,585  540  10,605  684  
Amortization of debt issuance costs, debt discounts and debt extinguishment 1,575  2,153  4,842  9,547  
Provision for income taxes(5) (137) 76  (90) 
EBITDA(290) (67) 657  (7,698) 
Foreign currency exchange loss2,167  176  2,458  2,071  
EBITDA after foreign currency exchange loss/(gain)1,877  109  3,115  (5,627) 
Non-cash stock-based compensation expense212  469  896  1,573  
Adjusted EBITDA (2)2,089  578  4,011  (4,054) 
Product development and research expenses1,837  2,761  6,832  9,468  
Adjusted EBITDA before product development and research expenses$3,926  $3,339  $10,843  $5,414  

 (1) Includes $2.2 million and $6.4 million of payment-in-kind interest during the three and nine months ended September 30, 2019 respectively.
 
(2) Adjusted EBITDA excludes certain add backs available to the Company in calculating Consolidated Adjusted EBITDA under the terms of the Ares Loan Agreement used for determining covenant compliance.



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


Three months ended September 30,Nine months ended September 30,
2019201820192018
Net loss$(7,113) $(3,945) $(19,826) $(21,866) 
Amortization of debt issuance costs, debt discounts and debt extinguishment1,575  2,153  4,842  9,547  
Provision for income taxes(5) (137) 76  (90) 
Amortization of intangibles 746  752  2,260  2,302  
Impairment losses—  —  —  22  
Foreign currency exchange loss2,167  176  2,458  2,071  
Non-cash stock-based compensation expense212  469  896  1,572  
Adjusted net loss$(2,418) $(532) $(9,294) $(6,442) 
Non-GAAP adjusted net loss per basic and diluted share$(0.04) $(0.01) $(0.17) $(0.12) 


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