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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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¨
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Delaware
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01-0355758
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(State or other jurisdiction
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(I.R.S. Employer Identification No.)
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of incorporation or organization)
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105 Lincoln Ave., Buena, NJ
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08310
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(Address of principal executive offices)
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(Zip Code)
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Title of each class
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Name of each exchange on which registered
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Common Stock, $0.01 Par Value Per Share
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The NASDAQ Stock Market
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Developing, manufacturing and marketing a portfolio of generic pharmaceutical products in our own label in topical, injectable, complex and ophthalmic dosage forms; and
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Managing our current contract manufacturing and formulation services business.
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Product
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Formulation
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Presentations
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Brand equivalent
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Therapeutic Classification
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Desoximetasone 0.25%
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Ointment
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15g, 60g, 100g
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Topicort®
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Topical Corticosteroid
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Diclofenac Sodium 1.5%
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Topical Solution
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150mL
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Pennsaid®
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Topical Anti-inflammatory
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Fluocinolone Acetonide 0.01%
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Topical Solution
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60mL
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Synalar®
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Topical Corticosteroid
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Fluocinolone Acetonide 0.025%
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Ointment
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15g, 60g
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Synalar®
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Topical Corticosteroid
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Fluocinolone Acetonide 0.025%
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Cream
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15g, 60g
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Synalar®
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Topical Corticosteroid
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Fluocinolone Acetonide 0.01%
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Cream
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15g, 60g
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Synalar®
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Topical Corticosteroid
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Econazole Nitrate 1%
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Cream
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15g, 30g, 85g
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Spectazole®
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Topical Anti-fungal
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Lidocaine USP 5%
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Ointment
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35.44g
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Xylocaine®
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Topical Anesthetic
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Lidocaine 4%
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Topical Solution
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50mL
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Xylocaine®
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Topical Anesthetic
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Triamcinolone Acetonide USP 0.1%
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Ointment
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15g, 80g, 1lb jar
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Kenalog®
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Topical Corticosteroid
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Triamcinolone Acetonide USP 0.025%
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Lotion
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60ml
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Kenalog®
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Topical Corticosteroid
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Triamcinolone Acetonide USP 0.1%
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Lotion
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60mL
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Kenalog®
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Topical Corticosteroid
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Clobetasol Propionate 0.05%
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Lotion
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2oz, 4oz
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Clobex®
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Topical Corticosteroid
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Flurandrenolide USP 0.05%
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Ointment
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15g, 30g, 60g
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Cordran®
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Topical Corticosteroid
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Clindamycin Phosphate 1%
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Topical Solution
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30mL, 60mL
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Cleocin®
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Topical Anti-infective
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Nystatin and Triamcinolone Acetonide USP
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Ointment
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15g, 30g, 60g
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Mycolog®
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Topical Anti-fungal and Corticosteroid
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Triamcinolone Acetonide USP, 0.5% (1)
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Ointment
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15g
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Kenalog®
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Topical Corticosteroid
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Clobetasol Propionate Gel 0.05% (2)
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Gel
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15g, 30g, 60g
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Temovate®
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Topical Corticosteroid
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Product
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Strength
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Formulation
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Presentations
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Dossier type held by Teligent
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Therapeutic Classification
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Cefotan (Cefotetan)
®
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1g, 2g
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Injectable
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Vial
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NDA
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Antibacterial for systemic use
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Fortaz (Ceftazidime)
®
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500mg, 1g, 2g, 6g
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Injectable
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Vial, Twist Vial, Frozen Bag
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NDA
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Antibacterial for systemic use
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Zantac (Ranitidine)
®
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50mg, 150mg, 1g
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Injectable
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Vials
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NDA
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Drugs for Peptic Ulcer and gastro-oesophageal related disorders (GORD)
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Zinacef (Cefuroxime) ™
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750mg, 1.5g, 7.5g
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Injectable
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Vial, Twist Vial, Frozen Bag
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NDA
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Antibacterial for systemic use
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Product
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Strength
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Formulation
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Presentations
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Brand equivalent
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Dossier type held by Teligent
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Therapeutic Classification
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Acetylcysteine
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2 g, 6 g
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Injectable
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10ml and 30 ml vials
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Mucomyst® Parvolex®
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ANDS
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Antidote
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Atropine Injection BP
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0.4 mg
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Injectable
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1 ml ampoules
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N/A
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DIN
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Antimuscarnic, antispasmodic
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Atropine Injection BP
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0.6 mg
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Injectable
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1 ml ampoules
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N/A
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DIN
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Antimuscarnic, antispasmodic
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Baclofen Injection
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0.05 mg
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Injectable
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1mL ampoules
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Lioresal®
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ANDS
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Muscle Relaxant
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Baclofen Injection
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10 mg
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Injectable
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5mL, 20mL ampoules
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Lioresal®
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ANDS
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Muscle Relaxant
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Baclofen Injection
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40 mg
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Injectable
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20mL ampoules
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Lioresal®
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ANDS
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Muscle Relaxant
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Ibuprofen for Intravenous Infusion
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800 mg
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Injectable
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8 ml vials
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Caldolor®
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NDS
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Nonsteroidal Antiinflammatory Agent
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Diazepam Injection USP
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10 mg
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Injectable
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2mL ampoules
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Valium®
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ANDS
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Anxiolytic
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Dimenhydrinate Injection USP
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50 mg
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Injectable
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1 ml ampoule
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Gravol®
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DIN
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Antihistamine
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Dimenhydrinate Injection USP with preservative
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250 mg
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Injectable
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5 ml vial
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Gravol®
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DIN
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Antihistamine
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Epinephrine Injection
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1 mg
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Injectable
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1 ml ampoule
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Adrenalin®
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DIN
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Cardiac Stimulant
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Ergonovine Maleate Injection
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0.25 mg
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Injectable
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1 ml ampoule
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N/A
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ANDS
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Oxytocic
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Fentanyl Citrate Injection USP
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100 mcg
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Injectable
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2mL ampoule
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Sublimaze®
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ANDS
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Opiate Anesthetic
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Furosemide Injection USP
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20 mg
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Injectable
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2 ml ampoule
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Lasix®
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ANDS
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Diuretic
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Gentamicin Injection USP
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80 mg
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Injectable
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2mL ampoule
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Garamycin®
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NDS
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Antibiotic
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Irinotecan Hydrochloride
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40 mg, 100 mg, 500 mg
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Injectable
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2 ml, 5 ml, 25 ml vials
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Camptosar®
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ANDS
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Antineoplastic agent
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Lidocaine Hydrochloride Injection (1% Preservative Free)
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50 mg, 100 mg
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Injectable
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5 ml and 10 ml polyampoule
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Xylocaine®
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DIN
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Local Anesthetic
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Lidocaine Hydrochloride Injection with Preservative (1%)
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200 mg, 500 mg
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Injectable
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20 ml and 50 ml vials
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Xylocaine®
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DIN
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Local Anesthetic
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Lidocaine Hydrochloride Injection (2% Preservative Free)
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100 mg, 200 mg
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Injectable
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5 ml and 10 ml polyampoule
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Xylocaine®
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DIN
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Local Anesthetic
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Lidocaine Hydrochloride Injection with Preservative (2%)
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400 mg, 1 g
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Injectable
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20 ml and 50 ml vials
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Xylocaine®
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DIN
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Local Anesthetic
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Lidocaine 2% and Epinephrine 1:100,000 Injection
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400 mg, 1 g
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Injectable
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20 ml and 50 ml vials
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Xylocaine®
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DIN
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Local Anesthetic
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Lidocaine Hydrochloride Topical Solution USP 4%
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2000 mg
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Topical Solution
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50mL
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Xylocaine®
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DIN
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Topical Anesthetic
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Lidocaine Ointment USP 5%
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1750 mg
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Ointment
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35g
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Xylocaine®
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DIN
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Topical Anesthetic
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Methylene Blue Injection USP
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50 mg
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Injectable
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5mL ampoule
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N/A
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DIN
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Antidote
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Naloxone Hydrochloride Injection USP
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0.4 mg
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Injectable
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1mL ampoule
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Narcan®
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ANDS
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Opiate Antagonist
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Piperacillin and Tazobactam for Injection
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2 g, 0.25 g, 3 g, 0.375 g, 4 g, 0.5 g
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Injectable
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2.25 g, 3.375 g, 4.5 g vials
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Tazocin®
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ANDS
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Antibacterial for systemic use
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Sodium Chloride Injection USP 0.9%
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90 mg
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Injectable
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10 ml vials
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N/A
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DIN
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Diluent
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Sterile Water for Injection USP
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100%
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Injectable
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10 ml polyampoule
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N/A
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DIN
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Diluent
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Succinylcholine Chloride Injection USP
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200 mg, 400 mg
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Injectable
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10 ml and 20 ml vials
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Quelicin®
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DIN
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Muscle Relaxant
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Product
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Strength
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Formulation
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Presentations
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Brand equivalent
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Dossier type held by Teligent
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Therapeutic Classification
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Ciprofloxacin
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0.3%
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Ophthalmic Solution
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2.5ml, 5ml, 10ml bottles
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Ciloxan ®
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ANDA
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Antibacterial for systemic use
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Betaxolol
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0.5%
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Ophthalmic Solution
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5ml, 7.5ml, 15ml bottles
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Betopic ®
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ANDA
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Beta Blocking Agent
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Phytonadione
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10mg, 1mg
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Injectable
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0.5ml, 1ml ampoules; 3cc, 6cc vials
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AquaMephyton ®
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NDA
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Hemostatic
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Amikacin Sulfate
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50mg/ml, 250mg/ml
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Injectable
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2ml, 4ml vials
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Amikacin Sulfate
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ANDA
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Antibacterial for systemic use
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Calcitonin Salmon
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200IU/ml
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Injectable
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2ml vials
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Miacalcin ®
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ANDA
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Anti-parathyroid Agent
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Cefotetan Disodium
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20mg/ml
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Injectable (bag)
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50ml bags
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Cefotan ®
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NDA
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Antibacterial for systemic use
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Cefotetan
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10mg/ml
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Injectable
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2ml vials
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Cefotan ®
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NDA
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Antibacterial for systemic use
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Clindamycin Phosphate
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150mg/ml
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Injectable
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2ml, 4ml, 6ml, 60ml vials
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Cleocin ®
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ANDA
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Antibacterial for systemic use
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Dobutamine HCl
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12.5mg/ml
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Injectable
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20ml, 40ml vials
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Dobutamine HCl
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ANDA
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Cardiac Stimulant
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Dopamine HCl
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40mg/ml
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Injectable
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5ml, 10ml (vials and syringes)
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Dopamine HCl
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NDA / ANDA
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Cardiac Stimulant
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Dopamine HCl
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80mg/ml
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Injectable
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5ml, 10ml (vials, ampoules, and syringes)
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Dopamine HCI
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NDA / ANDA
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Cardiac Stimulant
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Dopamine HCl
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160mg/ml
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Injectable
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5ml (vials and ampoules)
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Dopamine HCl
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NDA / ANDA
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Cardiac Stimulant
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Droperidol
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2.5mg/ml
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Injectable
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10ml vials, 2ml and 5ml ampoules, and 2ml syringes
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Inapsine ®
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ANDA
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Anti-Psychotic
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Furosemide
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10mg/ml
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Injectable
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2ml, 4ml, 8ml, and 10ml vials, 4ml and 10ml syringes
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Furosemide
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ANDA
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Diuretic
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Mannitol
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USP 25%
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Injectable
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50ml (vials and syringes)
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Mannitol
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ANDA
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Diuretic
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Meperidine HCl
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25mg/ml, 50mg/ml, 75mg/ml, 100mg/ml
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Injectable
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1ml and 30ml vials, 1ml and 1.5ml ampoules, and 1ml syringes
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Demerol ®
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ANDA
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Systemic analgesic
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Midazolam HCl
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5mg/ml
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Injectable
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2ml syringe
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Midazolam
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ANDA
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Sedative
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Orphenadrine
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30 mg/mL
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Injectable
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2 mL ampule
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Orphenadrine Citrate
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NDA
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Muscle Relaxant
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Edrophonium
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10 mg/mL
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Injectable
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1 mL ampule and 10 mL vial
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Enlon®
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NDA
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Acetylcholinesterase inhibitor
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MVI-12
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N/A
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Injectable
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10 mL ampules and 5 mL vials
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N/A
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NDA
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Systemic multivitamin
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Naloxone HCl
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0.4 mg/mL, 1 mg/mL
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Injectable
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1 mL 5 mLand 10 mL vials
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N/A
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ANDA
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Opiate Antagonist
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Naloxone HCl (preservative free)
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0.4 mg/mL
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Injectable
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1 mL vials
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N/A
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ANDA
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Opiate Antagonist
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Pancuronium
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1 mg/ml, 2mg/ml
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Injectable
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10ml vials, 2mg/ml (vials, ampoules, and syringes)
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N/A
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ANDA
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General anesthesia
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Tobramycin Sulfate
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10 mg/mL, 40 mg/mL
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Injectable
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2 mLand 35 mL vials
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N/A
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ANDA
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Antibacterial for systemic use
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Nalbuphine
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10 mg/mL and 20 mg/mL
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Injectable
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1 mL and 10 mL vials
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Nubain®
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ANDA
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Systemic analgesic
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•
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New Drug Application — An NDA is filed when approval is sought to market a newly developed branded product and, in certain instances, for a new dosage form, a new delivery system or a new indication for a previously approved drug.
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Abbreviated New Drug Application — An ANDA is filed when approval is sought to market a generic equivalent of a drug product previously approved under an NDA and listed in the FDA’s Orange Book or for a new dosage strength for a drug previously approved under an ANDA.
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Safety – Ensure that industry participants, foreign or domestic, are held to consistent quality standards and are inspected with parity using a risk-based approach.
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Access – Expedite the availability of generic drugs by bringing greater predictability to the review times for abbreviated new drug applications, amendments and supplements and improving timeliness in the review process.
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Transparency – Enhance FDA’s visibility into the complex global supply environment by requiring the identification of facilities involved in the manufacture of generic drugs and associated APIs, and improve FDA’s communications and feedback with industry.
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the original manufacturers of the brand-name equivalents of our generic products; and
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other generic drug manufacturers.
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pursuing new patents for existing products that may be granted just before the expiration of earlier patents, which could extend patent protection for additional years or otherwise delay the launch of generics;
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selling the brand product as an “authorized generic,” either by the brand company directly, through an affiliate or by a marketing partner;
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using the Citizen Petition process to request amendments to FDA standards or otherwise delay generic drug approvals;
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seeking changes to the U.S. Pharmacopeia, an FDA- and industry-recognized compendia of drug standards;
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attaching patent extension amendments to non-related federal legislation;
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engaging in state-by-state initiatives to enact legislation that restricts the substitution of some generic drugs, which could have an impact on products that we are developing; and
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seeking patents on methods of manufacturing certain active pharmaceutical ingredients.
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the federal Anti-Kickback Statute, which prohibits, among other things, persons from knowingly and willfully soliciting, receiving, offering or paying remuneration, directly or indirectly, in exchange for or to induce either the referral of an individual for, or the purchase, order or recommendation of, any good or service for which payment may be made under federal healthcare programs, such as Medicare and Medicaid. In addition, the government may assert that a claim including items or services resulting from a violation of the federal Anti-Kickback Statute constitutes a false or fraudulent claim for purposes of the False Claims Act;
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the federal False Claims Act, or FCA, which imposes civil liability and criminal fines on individuals or entities that knowingly submit, or cause to be submitted, false or fraudulent claims for payment to the government. The FCA also allows private individuals to bring a suit on behalf of the government against an individual or entity for violations of the FCA. These suits, also known as qui tam actions, may be brought by, with only a few exceptions, any private citizen who believes that he has material information of a false claim that has not yet been previously disclosed. These suits have increased significantly in recent years because the FCA allows an individual to share in any amounts paid to the federal government in fines or settlement as a result of a successful qui tam action;
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federal criminal laws that prohibit executing a scheme to defraud any federal healthcare benefit program or making false statements relating to healthcare matters;
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the federal Physician Payment Sunshine Act, which requires manufacturers of drugs, devices, biologics and medical supplies for which payment is available under Medicare, Medicaid or the Children’s Health Insurance Program (with certain exceptions) to report annually to the government information related to payments or other “transfers of value” made to physicians (defined to include doctors, dentists, optometrists, podiatrists and chiropractors) and teaching hospitals, and applicable manufacturers and group purchasing organizations to report annually ownership and investment interests held by physicians (as defined above) and their immediate family members and payments or other “transfers of value” to such physician owners and their immediate family members;
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the Federal Health Insurance Portability and Accountability Act of 1996, or HIPAA, as amended by the Health Information Technology for Economic and Clinical Health Act, or HITECH Act, which governs the conduct of certain electronic healthcare transactions and protects the security and privacy of protected health information; and
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analogous state law equivalents of each of the above federal laws, such as anti-kickback and false claims laws which may apply to items or services reimbursed by any third-party payor, including commercial insurers; state laws that require pharmaceutical companies to comply with the industry’s voluntary compliance guidelines and the applicable compliance guidance promulgated by the federal government, or otherwise restrict payments that may be made to healthcare providers and other potential referral sources; state laws that require drug manufacturers to report information related to payments and other transfers of value to physicians and other healthcare providers or marketing expenditures; and state laws governing the privacy and security of health information in certain circumstances, many of which differ from each other in significant ways and may not have the same effect, thus complicating compliance efforts.
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the availability of alternative products from our competitors;
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the price of our products relative to that of our competitors;
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the timing of our market entry;
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the ability to market our products effectively to the different levels in the distribution chain;
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other competitor actions; and
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the continued acceptance of and/or reimbursement for our products by government and private formularies and/or third party payors.
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the pending patent applications we have filed or may file, or to which we have exclusive rights, may not result in issued patents, or may take longer than we expect to result in issued patents;
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changes in U.S. patent laws may adversely affect our ability to obtain or maintain our patent protection;
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we may be subject to interference proceedings;
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the claims of any patents that are issued may not provide meaningful protection;
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we may not be able to develop additional proprietary technologies that are patentable;
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the patents licensed or issued to us or our collaborators may not provide a competitive advantage;
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other companies may challenge patents licensed or issued to us or our collaborators;
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other companies may independently develop similar or alternative technologies, or duplicate our technology;
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other companies may design around technologies we have licensed or developed; and
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enforcement of patents is complex, uncertain and expensive.
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pay damages in the form of lost profits and/or a reasonable royalty for any infringement;
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pay substantial damages (potentially treble damages in the U.S. if any such infringement is found to be willful);
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pay attorney fees of a prevailing party, if the case is found to be exceptional;
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cease the manufacture, use or sale of the infringing offerings or processes;
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discontinue the use of the infringing technology;
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expend significant resources to design around patented technology and develop non-infringing technology; and
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license patented technology from the third party claiming infringement, which license may not be available on commercially reasonable terms, or may not be available at all.
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additional costs that we may need to incur in order to return the products to the market and to comply with regulatory requirements;
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difficulties in coordinating research and development activities;
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uncertainties in the business relationships with our customers and suppliers; and
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lack of previous experiences in manufacturing, commercializing, and distributing products in therapeutic areas outside of the topical generic pharmaceutical market and in markets outside of the United States.
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the availability of alternative products from our competitors;
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the price of our products relative to that of our competitors;
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the effectiveness of our marketing relative to that of our competitors;
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the timing of our market entry;
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the ability to market our products effectively to the retail level; and
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the acceptance of our products by government and private formularies.
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diversion of management time and focus from operating our business to addressing acquisition and/or product integration challenges;
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coordination of research and development and sales and marketing functions;
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retention of key employees from the acquired company;
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integration of the acquired company’s accounting, management information, human resources and other administrative systems;
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the need to implement or improve controls, procedures, and policies at a business that prior to the acquisition may have lacked effective controls, procedures and policies;
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liability for activities of the acquired company and/or products before the acquisition, including patent infringement claims, violations of laws, commercial disputes, tax liabilities and other known and unknown liabilities;
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unanticipated write-offs or charges; and
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litigation or other claims in connection with the acquired company or product, including claims from product users, former stockholders or other third parties.
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publicity regarding actual or potential clinical results relating to products under development by our competitors or us;
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delay or failure in initiating, completing or analyzing nonclinical or clinical trials or the unsatisfactory design or results of these trials;
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achievement or rejection of regulatory approvals by our competitors or us;
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announcements of technological innovations or new commercial products by our competitors or us;
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developments concerning proprietary rights, including patents;
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developments concerning our collaborations;
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regulatory developments in the U.S. and foreign countries;
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economic or other crises, especially given the recent financial deterioration in the markets in which we compete, and other external factors;
|
•
|
stock market price and volume fluctuations of other publicly traded companies and, in particular, those that are in the cosmetic, pharmaceutical and consumer products industry;
|
•
|
actual or anticipated sales of our common stock, including sales by our directors, officers or significant stockholders;
|
•
|
period-to-period fluctuations in our revenues and other results of operations; and
|
•
|
speculation about our business in the press or the investment community.
|
•
|
make it difficult for us to satisfy our obligations with respect to our outstanding and other future debt obligations;
|
•
|
increase our vulnerability to general adverse economic conditions or a downturn in the industries in which we operate;
|
•
|
impair our ability to obtain additional financing in the future for working capital, investments, acquisitions and other general corporate purposes;
|
•
|
require us to dedicate a substantial portion of our cash flows to the payment to our financing sources, thereby reducing the availability of our cash flows to fund working capital, investments, acquisitions and other general corporate purposes; and
|
•
|
place us at a disadvantage compared to our competitors.
|
|
|
As of and For the Years Ended December 31,
|
||||||||||||||||||
|
|
2016
|
|
2015
|
|
2014
|
|
2013
|
|
2012
|
||||||||||
(In thousands, except per share data)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Revenues
|
|
$
|
66,881
|
|
|
$
|
44,250
|
|
|
$
|
33,740
|
|
|
$
|
18,224
|
|
|
$
|
8,563
|
|
Gross profit
|
|
34,687
|
|
|
21,315
|
|
|
16,972
|
|
|
6,145
|
|
|
2,776
|
|
|||||
Operating income (loss)
|
|
2,542
|
|
|
(3,192
|
)
|
|
3,906
|
|
|
(82
|
)
|
|
(3,136
|
)
|
|||||
Interest and other non-operating income (expense)
|
|
(14,240
|
)
|
|
9,895
|
|
|
1,518
|
|
|
(199
|
)
|
|
(975
|
)
|
|||||
Pretax income (loss)
|
|
(11,698
|
)
|
|
6,703
|
|
|
5,424
|
|
|
(281
|
)
|
|
(4,111
|
)
|
|||||
Income tax provision (benefit)
|
|
287
|
|
|
35
|
|
|
173
|
|
|
(197
|
)
|
|
(184
|
)
|
|||||
Net income (loss)
|
|
$
|
(11,985
|
)
|
|
$
|
6,668
|
|
|
$
|
5,251
|
|
|
$
|
(84
|
)
|
|
$
|
(3,927
|
)
|
Preferred stock dividend
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,308
|
)
|
|
—
|
|
|||||
Net income (loss) attributable to common stockholders
|
|
$
|
(11,985
|
)
|
|
$
|
6,668
|
|
|
$
|
5,251
|
|
|
$
|
(1,392
|
)
|
|
(3,927
|
)
|
|
Weighted average shares outstanding:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Basic
|
|
53,078
|
|
|
52,873
|
|
|
49,818
|
|
|
43,518
|
|
|
39,786
|
|
|||||
Diluted
|
|
53,078
|
|
|
67,112
|
|
|
64,207
|
|
|
43,518
|
|
|
39,786
|
|
|||||
PER SHARE:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Net income (loss):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Basic
|
|
(0.23
|
)
|
|
0.13
|
|
|
0.11
|
|
|
(0.03
|
)
|
|
(0.10
|
)
|
|||||
Diluted
|
|
(0.23
|
)
|
|
(0.07
|
)
|
|
0.09
|
|
|
(0.03
|
)
|
|
(0.10
|
)
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Share Price: High
|
|
8.88
|
|
|
12.05
|
|
|
11.28
|
|
|
3.39
|
|
|
1.48
|
|
|||||
Low
|
|
4.46
|
|
|
4.75
|
|
|
2.93
|
|
|
1.00
|
|
|
0.94
|
|
|||||
BALANCE SHEET DATA:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Current assets
|
|
$
|
103,296
|
|
|
$
|
116,801
|
|
|
$
|
177,218
|
|
|
$
|
10,558
|
|
|
$
|
6,139
|
|
Net property, plant & equipment
|
|
26,215
|
|
|
8,706
|
|
|
3,262
|
|
|
2,623
|
|
|
2,691
|
|
|||||
Total assets
|
|
183,226
|
|
|
184,762
|
|
|
197,078
|
|
|
15,427
|
|
|
9,427
|
|
|||||
Current liabilities
|
|
14,963
|
|
|
10,768
|
|
|
13,002
|
|
|
5,221
|
|
|
1,976
|
|
|||||
Long-term obligations, less current installments
|
|
111,596
|
|
|
107,235
|
|
|
144,942
|
|
|
3,015
|
|
|
1,024
|
|
|||||
Shareholders’ equity
|
|
56,667
|
|
|
66,759
|
|
|
39,134
|
|
|
7,191
|
|
|
6,427
|
|
|||||
CASH FLOW DATA:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Cash provided by (used in) operating activities
|
|
$
|
1,098
|
|
|
$
|
(15,513
|
)
|
|
$
|
(3,891
|
)
|
|
$
|
(618
|
)
|
|
$
|
(2,373
|
)
|
Cash used in investing activities
|
|
(21,972
|
)
|
|
(53,068
|
)
|
|
(3,792
|
)
|
|
(2,113
|
)
|
|
(342
|
)
|
|||||
Cash provided by (used in) financing activities
|
|
(10
|
)
|
|
(3,111
|
)
|
|
164,465
|
|
|
2,296
|
|
|
2,337
|
|
|||||
Increase/(Decrease) in cash and cash equivalents
|
|
(20,884
|
)
|
|
(71,692
|
)
|
|
156,782
|
|
|
(435
|
)
|
|
(378
|
)
|
•
|
Developing, manufacturing and marketing a portfolio of generic pharmaceutical products in our own label in topical, injectable, complex and ophthalmic dosage forms; and
|
•
|
Managing our current contract manufacturing and formulation services business.
|
|
|
Year Ended December 31,
|
|
Increase/(Decrease)
|
|||||||||||
Components of Revenue:
|
|
2016
|
|
2015
|
|
$
|
|
%
|
|||||||
Product sales, net
|
|
$
|
65,904
|
|
|
$
|
43,497
|
|
|
$
|
22,407
|
|
|
52
|
%
|
Research and development services and other income
|
|
977
|
|
|
753
|
|
|
224
|
|
|
30
|
%
|
|||
Total Revenues
|
|
$
|
66,881
|
|
|
$
|
44,250
|
|
|
$
|
22,631
|
|
|
51
|
%
|
|
|
Year Ended December 31,
|
|
Increase/(Decrease)
|
|||||||||||
|
|
2016
|
|
2015
|
|
$
|
|
%
|
|||||||
Cost of revenues
|
|
32,194
|
|
|
$
|
22,935
|
|
|
$
|
9,259
|
|
|
40
|
%
|
|
Selling, general and administrative
|
|
15,005
|
|
|
11,336
|
|
|
3,669
|
|
|
32
|
%
|
|||
Product development and research
|
|
17,140
|
|
|
13,171
|
|
|
3,969
|
|
|
30
|
%
|
|||
Totals costs and expenditures
|
|
$
|
64,339
|
|
|
$
|
47,442
|
|
|
$
|
16,897
|
|
|
36
|
%
|
|
|
Year Ended December 31,
|
|
Increase/(Decrease)
|
|||||||||||
|
|
2016
|
|
2015
|
|
$
|
|
%
|
|||||||
Interest and other expense, net
|
|
$
|
(13,304
|
)
|
|
$
|
(13,358
|
)
|
|
$
|
54
|
|
|
—
|
%
|
Foreign exchange (loss) / gain
|
|
$
|
(936
|
)
|
|
$
|
109
|
|
|
$
|
(1,045
|
)
|
|
100
|
%
|
Change in the fair value of derivative liability
|
|
$
|
—
|
|
|
$
|
23,144
|
|
|
$
|
(23,144
|
)
|
|
(100
|
)%
|
|
|
Year Ended December 31,
|
|
Increase/(Decrease)
|
|||||||||||
|
|
2016
|
|
2015
|
|
$
|
|
%
|
|||||||
Net (loss) income attributable to common stockholders
|
|
$
|
(11,985
|
)
|
|
$
|
6,668
|
|
|
$
|
(18,653
|
)
|
|
(280
|
)%
|
Basic (loss) income per share
|
|
$
|
(0.23
|
)
|
|
$
|
0.13
|
|
|
$
|
(0.36
|
)
|
|
(277
|
)%
|
Diluted loss per share
|
|
$
|
(0.23
|
)
|
|
$
|
(0.07
|
)
|
|
$
|
(0.16
|
)
|
|
229
|
%
|
|
|
Year Ended December 31,
|
|
Increase/(Decrease)
|
|||||||||||
Components of Revenue:
|
|
2015
|
|
2014
|
|
$
|
|
%
|
|||||||
Product sales, net
|
|
$
|
43,497
|
|
|
$
|
32,104
|
|
|
$
|
11,393
|
|
|
35
|
%
|
Research and development services and other income
|
|
753
|
|
|
1,636
|
|
|
(883
|
)
|
|
(54
|
)%
|
|||
Total Revenues
|
|
$
|
44,250
|
|
|
$
|
33,740
|
|
|
$
|
10,510
|
|
|
31
|
%
|
|
|
Year Ended December 31,
|
|
Increase/(Decrease)
|
|||||||||||
|
|
2015
|
|
2014
|
|
$
|
|
%
|
|||||||
Cost of revenues
|
|
$
|
22,935
|
|
|
$
|
16,948
|
|
|
$
|
5,987
|
|
|
35
|
%
|
Selling, general and administrative
|
|
11,336
|
|
|
5,976
|
|
|
5,360
|
|
|
90
|
%
|
|||
Product development and research
|
|
13,171
|
|
|
6,910
|
|
|
6,261
|
|
|
91
|
%
|
|||
Totals costs and expenditures
|
|
$
|
47,442
|
|
|
$
|
29,834
|
|
|
$
|
17,608
|
|
|
59
|
%
|
|
|
Year Ended December 31,
|
|
Increase/(Decrease)
|
|||||||||||
|
|
2015
|
|
2014
|
|
$
|
|
%
|
|||||||
Interest and other expense, net
|
|
$
|
(13,358
|
)
|
|
$
|
(782
|
)
|
|
$
|
(12,576
|
)
|
|
1,608
|
%
|
Foreign exchange gain
|
|
$
|
109
|
|
|
$
|
—
|
|
|
$
|
109
|
|
|
100
|
%
|
Change in the fair value of derivative liability
|
|
$
|
23,144
|
|
|
$
|
2,300
|
|
|
$
|
20,844
|
|
|
906
|
%
|
|
|
Year Ended December 31,
|
|
Increase/(Decrease)
|
|||||||||||
|
|
2015
|
|
2014
|
|
$
|
|
%
|
|||||||
Net income attributable to common stockholders
|
|
$
|
6,668
|
|
|
$
|
5,251
|
|
|
$
|
1,417
|
|
|
27
|
%
|
Basic income per share
|
|
$
|
0.13
|
|
|
$
|
0.11
|
|
|
$
|
0.02
|
|
|
18
|
%
|
Diluted (loss) income per share
|
|
$
|
(0.07
|
)
|
|
$
|
0.09
|
|
|
$
|
(0.16
|
)
|
|
(178
|
)%
|
|
|
Payments Due by Period
(in thousands) |
||||||||||||||||||
Contractual Obligations
|
|
Total
|
|
Less than 1 Year
|
|
1-3 Years
|
|
3-5 Years
|
|
More than 5
Years |
||||||||||
Convertible Senior Notes
|
|
$
|
143,750
|
|
|
$
|
—
|
|
|
$
|
143,750
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Capital Lease
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Operating Lease
|
|
2,987
|
|
|
548
|
|
|
879
|
|
|
818
|
|
|
742
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Total
|
|
$
|
146,737
|
|
|
$
|
548
|
|
|
$
|
144,629
|
|
|
$
|
818
|
|
|
$
|
742
|
|
•
|
pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company;
|
•
|
provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and
|
•
|
provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the financial statements.
|
(a)
|
The following documents are filed as part of this Annual Report on Form 10-K:
|
|
|
(a)(1)
|
See “Index to Consolidated Financial Statements and Financial Statement Schedules” at Item 8 to this Annual Report on Form 10-K.
|
|
|
(a)(2)
|
Other financial statement schedules have not been included because they are not applicable or the information is included in the financial statements or notes thereto.
|
|
|
(a)(3)
|
The following is a list of exhibits filed as part of this Annual Report on Form 10-K.
|
|
|
Exhibits
|
|
|
|
(3.1)
|
Amended and Restated Certificate of Incorporation of Teligent, Inc., dated October 23, 2015 (incorporated by reference to Exhibit 3.1 to the Company’s Report on Form 8-K, filed October 23, 2015).
|
|
|
(3.2)
|
Amended and Restated Bylaws of IGI Laboratories, Inc., effective May 7, 2008 (incorporated by reference to Exhibit 3.2 to the Company’s Report on Form 8-K, filed May 12, 2008).
|
|
|
(4.1)
|
Specimen stock certificate for shares of Common Stock, par value $.01 per share (incorporated by reference to Exhibit 4 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2000, filed March 28, 2001 (“the 2000 Form 10-K”)).
|
|
|
(4.2)
|
Indenture dated as of December 16, 2014, by and between IGI Laboratories, Inc. and Wilmington Trust, National Association (incorporated by reference to Exhibit 4.1 to the Company’s Report on Form 8-K, filed December 17, 2014).
|
|
|
(10.1)#
|
IGI, Inc. 1998 Directors Stock Plan, as amended (incorporated by reference to Exhibit 4.1 to the Company’s Registration Statement on Form S-8 (Registration No. 333-160342), filed June 30, 2009).
|
|
|
(10.2)#
|
IGI, Inc. 1999 Director Stock Option Plan, as amended (incorporated by reference to Exhibit 4.2 to the Company’s Registration Statement on Form S-8 (Registration No. 333-160342, filed June 30, 2009).
|
|
|
(10.3)#
|
IGI, Inc. 1999 Stock Incentive Plan, as amended (incorporated by reference to Exhibit 4.3 to the Company’s Registration Statement on Form S-8 (Registration No. 333-160342), filed June 30, 2009).
|
|
|
(10.4)#
|
IGI Laboratories, Inc. 2009 Equity Incentive Plan, as amended and restated (incorporated by reference to Exhibit 10.1 to the Company’s Report on Form 8-K, filed June 4, 2014).
|
|
|
(10.5)#
|
Form of Non-Qualified Stock Option Agreement under the IGI Laboratories, Inc. 2009 Equity Incentive Plan (incorporated by reference to Exhibit 10.2 to the Company’s Report on Form 8-K, filed July 2, 2009).
|
|
|
(10.6)#
|
Form of Stock Option Award Agreement under the IGI Laboratories, Inc. 2009 Equity Incentive Plan (incorporated by reference to Exhibit 10.2 to the Company’s Report on Form 8-K, filed July 20, 2011).
|
|
|
(10.7)#
|
Form of Award Agreement for Restricted Shares under the IGI Laboratories, Inc. 2009 Equity Incentive Plan (incorporated by reference to Exhibit 10.3 to the Company’s Report on Form 8-K, filed July 2, 2009).
|
|
|
(10.8)#
|
Form of Indemnification Agreement for Certain Directors (incorporated by reference to Exhibit 10.11 to the March 2009 8-K).
|
|
|
(10.9)#
|
Employment Agreement dated July 14, 2011 between IGI Laboratories, Inc. and Jenniffer Collins (incorporated by reference to Exhibit 10.1 to the Company’s Report on Form 8-K, filed July 20, 2011).
|
|
|
(10.10)#
|
Employment Agreement dated July 30, 2012 between IGI Laboratories, Inc. and Jason Grenfell-Gardner (incorporated by reference to Exhibit 10.1 to the Company’s Report on Form 8-K, filed July 30, 2012).
|
|
|
(10.11)+
|
Purchase and Sale Agreement between the Company and Prasco, LLC for the purchase of econazole nitrate cream 1%, dated February 1, 2013, (incorporated by reference to Exhibit 10.1 to the Company’s Report on Form 8-K, filed August 9, 2013).
|
|
|
(10.12)
|
Asset Purchase Agreement dated as of September 30, 2014, by and between IGI Laboratories, Inc. and Valeant Pharmaceuticals North America, LLC and Valeant Pharmaceuticals Luxembourg SARL (incorporated by reference to Exhibit 10.1 to the Company’s Report on Form 8-K, filed October 1, 2014).
|
|
|
(10.13)
|
Asset Purchase Agreement dated as of September 30, 2014, by and between IGI Laboratories, Inc. and Valeant Pharmaceuticals North America, LLC and Valeant Pharmaceuticals Luxembourg SARL (incorporated by reference to Exhibit 10.2 to the Company’s Report on Form 8-K, filed October 1, 2014).
|
|
|
(10.14)+
|
Asset Purchase Agreement dated as of September 24, 2014, by and between IGI Laboratories, Inc. and AstraZeneca Pharmaceuticals LP (incorporated by reference to Exhibit 10.1 to the Company’s Report on Form 10-Q, filed November 13, 2014).
|
|
|
(10.15)
|
Credit Agreement dated as of November 18, 2014, by and among IGI Laboratories, Inc., Igen, Inc., and IGI Labs, Inc. as Borrowers, the other Persons party thereto that are designated as Credit Parties, General Electric Capital Corporation as Agent for all Lenders, GE Capital Bank as a Lender, and the other financial institutions party thereto as Lenders (incorporated by reference to Exhibit 10.1 to the Company’s Report on Form 8-K, filed November 24, 2014).
|
|
|
(10.16)
|
Guaranty and Security Agreement dated as of November 18, 2014, by and among IGI Laboratories, Inc., Igen, Inc., and IGI Labs, Inc. as Borrowers and each other Grantor from time to time party thereto in favor of General Electric Capital Corporation as Agent (incorporated by reference to Exhibit 10.2 to the Company’s Report on Form 8-K, filed November 24, 2014).
|
|
|
(10.17)
|
Purchase Agreement dated December 10, 2014, by and between IGI Laboratories, Inc. and the initial purchasers set forth on Schedule 1 thereto (incorporated by reference to Exhibit 10.1 to the Company’s Report on Form 8-K, filed December 17, 2014).
|
|
|
(10.18)
|
Second Amendment to Credit Agreement, dated as of August 14, 2015, by and among Teligent, Inc., Igen, Inc. and Teligent Pharma, Inc. as Borrowers, General Electric Capital Corporation as Agent, and the Lenders signatory thereto (incorporated by reference to Exhibit 10.1 to the Company’s Report on Form 10-Q, filed November 9, 2015).
|
|
|
(10.19)
|
Third Amendment to Credit Agreement, dated as of September 16, 2015, by and among Teligent, Inc., Igen, Inc. and Teligent Pharma, Inc. as Borrowers, General Electric Capital Corporation as Agent, and the Lenders signatory thereto (incorporated by reference to Exhibit 10.2 to the Company’s Report on Form 10-Q, filed November 9, 2015).
|
|
|
(10.20)+
|
Asset Purchase Agreement, dated as of October 5, 2015, by between Concordia Pharmaceuticals Inc., S.à.r.l., Barbados Branch, on the one hand, and Teligent, Inc. and Teligent Jersey Limited, on the other hand (incorporated by reference to Exhibit 10.3 to the Company’s Report on Form 10-Q, filed November 9, 2015).
|
|
|
(10.21)
|
Asset Purchase Agreement, dated October 12, 2015, between IGI Laboratories, Inc. and Alveda Pharmaceuticals, Inc. (incorporated by reference to Exhibit 10.1 to the Company’s Report on Form 8-K, filed October 13, 2015).
|
|
|
(10.22)
|
Asset Purchase Agreement, dated October 12, 2015, between IGI Laboratories, Inc. and Alveda Pharmaceuticals, Inc. (incorporated by reference to Exhibit 10.2 to the Company’s Report on Form 8-K, filed October 13, 2015).
|
|
|
(10.23)
|
Contribution Agreement, by and between the Teligent, Inc. and Teligent Luxembourg S.à.r.l., dated as of November 13, 2015 (incorporated by reference to Exhibit 10.1 to the Company’s Report on Form 8-K, filed November 16, 2015).
|
|
|
(10.24)
|
Loan Agreement, by and between Teligent, Inc. and Teligent Luxembourg S.à.r.l., dated as of November 13, 2015 (incorporated by reference to Exhibit 10.2 to the Company’s Report on Form 8-K, filed November 16, 2015).
|
|
|
(10.25)
|
Loan Agreement, by and between Teligent, Inc. and Teligent Canada Inc., dated as of November 13, 2015 (incorporated by reference to Exhibit 10.3 to the Company’s Report on Form 8-K, filed November 16, 2015).
|
|
|
(10.26)
|
Distribution Agreement, by and between Teligent OÜ and Teligent Canada Inc., dated as of November 13, 2015 (incorporated by reference to Exhibit 10.4 to the Company’s Report on Form 8-K, filed November 16, 2015).
|
|
|
(10.27)
|
First Amendment to Asset Purchase Agreement, by and between Teligent, Inc. and AstraZeneca Pharmaceuticals, LP, dated as of November 30, 2015 (incorporated by reference to Exhibit 10.1 to the Company’s Report on Form 8-K, filed December 4, 2015).
|
|
|
(10.28)
|
First Amendment to Asset Purchase Agreement, dated December 10, 2015, by and between Concordia Pharmaceuticals Inc., S.à.r.l., Barbados Branch, on the one hand, and Teligent, Inc. and Teligent Jersey Limited, on the other hand (incorporated by reference to Exhibit 10.1 to the Company’s Report on Form 8-K, filed December 15, 2015).
|
|
|
(10.29)
|
Trademark Assignment Agreement, dated December 10, 2015, by and between Concordia Pharmaceuticals Inc., S.à.r.l., Barbados Branch, on the one hand, and Teligent Jersey Limited, on the other hand (incorporated by reference to Exhibit 10.2 to the Company’s Report on Form 8-K, filed December 15, 2015).
|
|
|
(10.30)#
|
Teligent, Inc. 2016 Equity Incentive Plan (incorporated by reference to Exhibit 10.1 to the Company’s Report on Form 8-K, filed May 27, 2016).
|
|
|
(10.31)#*
|
Form of Amendment to Outstanding Option Agreements under the Company’s 2009 Equity Incentive Plan.
|
|
|
(10.32)#*
|
Form of Amendment to Outstanding RSU Agreements under the Company’s 2009 Equity Incentive Plan.
|
|
|
(21)
|
List of Subsidiaries (incorporated by reference to Exhibit 10.1 to the Company’s Report on Form 10-K, filed March 15, 2016).
|
|
|
(23.1)*
|
Consent of EisnerAmper LLP.
|
|
|
(31.1)*
|
Certification of the President and Chief Executive Officer Pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
|
|
(31.2)*
|
Certification of the Chief Financial Officer Pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
|
|
(32.1)*
|
Certification of the President and Chief Executive Officer and of the Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
|
|
(101)*
|
The following financial information from this Annual Report on Form 10-K for the year ended December 31, 2016, formatted in XBRL (Extensible Business Reporting Language) and furnished electronically herewith: (i) the Consolidated Statements of Operations; (ii) the Consolidated Balance Sheets; (iii) the Consolidated Statements of Cash Flows; and (iv) the Notes to Consolidated Financial Statements, tagged as blocks of text.
|
|
Teligent, Inc.
|
|
|
|
|
|
By:
|
/s/ Jason Grenfell-Gardner
|
|
|
Jason Grenfell-Gardner
|
|
|
President and Chief Executive Officer
|
Signature
|
|
Title
|
|
Date
|
|
|
|
|
|
/s/ Jason Grenfell-Gardner
|
|
Director, President and Chief Executive Officer
|
|
March 15, 2017
|
Jason Grenfell-Gardner
|
|
(Principal Executive Officer)
|
|
|
|
|
|
|
|
/s/ Jenniffer Collins
|
|
Chief Financial Officer
|
|
March 15, 2017
|
Jenniffer Collins
|
|
(Principal Financial Officer)
|
|
|
|
|
|
|
|
/s/ Steven Koehler
|
|
Director
|
|
March 15, 2017
|
Steven Koehler
|
|
|
|
|
|
|
|
|
|
/s/ James Gale
|
|
Director
|
|
March 15, 2017
|
James Gale
|
|
|
|
|
|
|
|
|
|
/s/ Narendra Borkar
|
|
Director
|
|
March 15, 2017
|
Narendra Borkar
|
|
|
|
|
|
|
|
|
|
/s/ Bhaskar Chaudhuri
|
|
Director
|
|
March 15, 2017
|
Bhaskar Chaudhuri
|
|
|
|
|
|
|
|
|
|
/s/ John Celentano
|
|
Director
|
|
March 15, 2017
|
John Celentano
|
|
|
|
|
|
|
|
|
|
/s/ Carole Ben-Maimon
|
|
Director
|
|
March 15, 2017
|
Carole Ben-Maimon
|
|
|
|
|
|
|
December 31, 2016
|
|
December 31, 2015
|
||||
ASSETS
|
|
|
|
|
|
|
||
Current assets:
|
|
|
|
|
|
|
||
Cash and cash equivalents
|
|
$
|
66,006
|
|
|
$
|
87,191
|
|
Accounts receivable, net
|
|
21,735
|
|
|
14,028
|
|
||
Inventories
|
|
12,708
|
|
|
8,985
|
|
||
Prepaid expenses and other receivables
|
|
2,847
|
|
|
6,597
|
|
||
Total current assets
|
|
103,296
|
|
|
116,801
|
|
||
|
|
|
|
|
||||
Property, plant and equipment, net
|
|
26,215
|
|
|
8,706
|
|
||
Intangible assets, net
|
|
52,465
|
|
|
54,320
|
|
||
Goodwill
|
|
446
|
|
|
426
|
|
||
Other
|
|
804
|
|
|
482
|
|
||
Total assets
|
|
$
|
183,226
|
|
|
$
|
180,735
|
|
|
|
|
|
|
||||
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
|
|
|
|
|
|
||
|
|
|
|
|
||||
Current liabilities:
|
|
|
|
|
|
|
||
Accounts payable
|
|
$
|
4,614
|
|
|
$
|
3,955
|
|
Accrued expenses
|
|
10,349
|
|
|
6,267
|
|
||
Deferred income, current
|
|
—
|
|
|
476
|
|
||
Capital lease obligation, current
|
|
—
|
|
|
70
|
|
||
Total current liabilities
|
|
14,963
|
|
|
10,768
|
|
||
|
|
|
|
|
||||
Convertible 3.75% senior notes, net of debt discount and debt issuance costs (face of $143,750)
|
|
111,391
|
|
|
102,964
|
|
||
Deferred tax liability
|
|
205
|
|
|
244
|
|
||
Total liabilities
|
|
126,559
|
|
|
113,976
|
|
||
|
|
|
|
|
||||
Stockholders’ equity:
|
|
|
|
|
|
|
||
Series A Convertible Preferred stock, $0.01 par value, 100 shares authorized; 0 shares issued and outstanding as of December 31, 2016 and 2015, respectively
|
|
—
|
|
|
—
|
|
||
Series C Convertible Preferred stock, $0.01 par value, 1,550 shares authorized; 0 shares issued and outstanding as of December 31, 2016 and 2015, respectively
|
|
—
|
|
|
—
|
|
||
Common stock, $0.01 par value, 100,000,000 shares authorized; 53,148,441 and 53,000,689 shares issued and outstanding as of December 31, 2016 and December 31, 2015, respectively
|
|
551
|
|
|
549
|
|
||
Additional paid-in capital
|
|
102,624
|
|
|
99,258
|
|
||
Accumulated deficit
|
|
(44,903
|
)
|
|
(32,918
|
)
|
||
Accumulated other comprehensive loss, net of taxes
|
|
(1,605
|
)
|
|
(130
|
)
|
||
Total stockholders’ equity
|
|
56,667
|
|
|
66,759
|
|
||
Total liabilities and stockholders’ equity
|
|
$
|
183,226
|
|
|
$
|
180,735
|
|
|
|
2016
|
|
2015
|
|
2014
|
||||||
Revenues:
|
|
|
|
|
|
|
|
|
|
|||
Product sales, net
|
|
$
|
65,904
|
|
|
$
|
43,497
|
|
|
$
|
32,104
|
|
Research and development services and other income
|
|
977
|
|
|
753
|
|
|
1,636
|
|
|||
Total revenues
|
|
66,881
|
|
|
44,250
|
|
|
33,740
|
|
|||
|
|
|
|
|
|
|
||||||
Costs and Expenses:
|
|
|
|
|
|
|
|
|
|
|||
Cost of revenues
|
|
32,194
|
|
|
22,935
|
|
|
16,948
|
|
|||
Selling, general and administrative expenses
|
|
15,005
|
|
|
11,336
|
|
|
5,976
|
|
|||
Product development and research expenses
|
|
17,140
|
|
|
13,171
|
|
|
6,910
|
|
|||
Total costs and expenses
|
|
64,339
|
|
|
47,442
|
|
|
29,834
|
|
|||
Operating income (loss)
|
|
2,542
|
|
|
(3,192
|
)
|
|
3,906
|
|
|||
|
|
|
|
|
|
|
||||||
Other Income (Expense):
|
|
|
|
|
|
|
|
|
|
|||
Change in the fair value of derivative liability
|
|
—
|
|
|
23,144
|
|
|
2,300
|
|
|||
Foreign currency exchange gain (loss)
|
|
(936
|
)
|
|
109
|
|
|
—
|
|
|||
Interest and other expense, net
|
|
(13,304
|
)
|
|
(13,358
|
)
|
|
(782
|
)
|
|||
Income (loss) before income tax expense (benefit)
|
|
(11,698
|
)
|
|
6,703
|
|
|
5,424
|
|
|||
|
|
|
|
|
|
|
||||||
Income tax expense
|
|
287
|
|
|
35
|
|
|
173
|
|
|||
|
|
|
|
|
|
|
||||||
Net income (loss) income attributable to common stockholders
|
|
$
|
(11,985
|
)
|
|
$
|
6,668
|
|
|
$
|
5,251
|
|
|
|
|
|
|
|
|
||||||
Basic earnings (loss) per share
|
|
$
|
(0.23
|
)
|
|
$
|
0.13
|
|
|
$
|
0.11
|
|
Diluted earnings (loss) per share
|
|
$
|
(0.23
|
)
|
|
$
|
(0.07
|
)
|
|
$
|
0.09
|
|
|
|
|
|
|
|
|
||||||
Weighted average shares of common stock outstanding:
|
|
|
|
|
|
|
|
|
|
|||
Basic
|
|
53,078,158
|
|
|
52,872,814
|
|
|
49,817,721
|
|
|||
Diluted
|
|
53,078,158
|
|
|
67,111,995
|
|
|
64,207,190
|
|
|
|
2016
|
|
2015
|
|
2014
|
||||||
Net income (loss)
|
|
$
|
(11,985
|
)
|
|
$
|
6,668
|
|
|
$
|
5,251
|
|
|
|
|
|
|
|
|
||||||
Other comprehensive loss, net of tax
|
|
|
|
|
|
|
|
|
|
|||
Foreign currency translation adjustment
|
|
(1,475
|
)
|
|
(130
|
)
|
|
—
|
|
|||
Other comprehensive loss
|
|
(1,475
|
)
|
|
(130
|
)
|
|
—
|
|
|||
|
|
|
|
|
|
|
||||||
Comprehensive income (loss)
|
|
$
|
(13,460
|
)
|
|
$
|
6,538
|
|
|
$
|
5,251
|
|
|
|
2016
|
|
2015
|
|
2014
|
||||||
Cash flows from operating activities:
|
|
|
|
|
|
|
|
|
|
|||
Net income (loss)
|
|
$
|
(11,985
|
)
|
|
$
|
6,668
|
|
|
$
|
5,251
|
|
Reconciliation of net income (loss) to net cash provided by (used in) operating activities:
|
|
|
|
|
|
|
|
|
|
|||
Depreciation and amortization of fixed assets
|
|
946
|
|
|
560
|
|
|
415
|
|
|||
Amortization of license fee
|
|
—
|
|
|
100
|
|
|
100
|
|
|||
Provision for write down of inventory
|
|
1,400
|
|
|
50
|
|
|
228
|
|
|||
Issuance of stock to consultant
|
|
189
|
|
|
—
|
|
|
80
|
|
|||
Stock based compensation
|
|
3,090
|
|
|
2,273
|
|
|
823
|
|
|||
Amortization of debt issuance costs
|
|
828
|
|
|
1,132
|
|
|
107
|
|
|||
Amortization of intangibles
|
|
2,833
|
|
|
514
|
|
|
120
|
|
|||
Foreign currency exchange loss (gain)
|
|
936
|
|
|
(109
|
)
|
|
—
|
|
|||
Amortization of debt discount on convertible 3.75% senior notes
|
|
7,599
|
|
|
6,680
|
|
|
261
|
|
|||
Change in the fair value of derivative liability
|
|
—
|
|
|
(23,144
|
)
|
|
(2,300
|
)
|
|||
Loss on disposal of property
|
|
16
|
|
|
—
|
|
|
—
|
|
|||
Changes in operating assets and liabilities:
|
|
|
|
|
|
|
|
|
|
|||
Accounts receivable
|
|
(7,681
|
)
|
|
1,250
|
|
|
(9,419
|
)
|
|||
Inventories
|
|
(5,042
|
)
|
|
(3,578
|
)
|
|
(143
|
)
|
|||
Prepaid expenses and other current receivables
|
|
3,427
|
|
|
(5,408
|
)
|
|
(1,075
|
)
|
|||
Other assets
|
|
316
|
|
|
(14
|
)
|
|
—
|
|
|||
Accounts payable and accrued expenses
|
|
4,702
|
|
|
(2,849
|
)
|
|
2,346
|
|
|||
Deferred income
|
|
(476
|
)
|
|
362
|
|
|
(685
|
)
|
|||
|
|
|
|
|
|
|
||||||
Net cash provided by (used in) operating activities
|
|
1,098
|
|
|
(15,513
|
)
|
|
(3,891
|
)
|
|||
|
|
|
|
|
|
|
||||||
Cash flows from investing activities:
|
|
|
|
|
|
|
|
|
|
|||
Capital expenditures
|
|
(18,551
|
)
|
|
(5,998
|
)
|
|
(834
|
)
|
|||
Acquisition of product rights and other related assets
|
|
—
|
|
|
(35,418
|
)
|
|
—
|
|
|||
Product acquisition costs, net
|
|
(3,421
|
)
|
|
(11,652
|
)
|
|
(2,958
|
)
|
|||
Net cash used in investing activities
|
|
(21,972
|
)
|
|
(53,068
|
)
|
|
(3,792
|
)
|
|||
|
|
|
|
|
|
|
||||||
Cash flows from financing activities:
|
|
|
|
|
|
|
|
|
|
|||
Proceeds from convertible 3.75% senior notes, net of $4,765
|
|
—
|
|
|
—
|
|
|
138,985
|
|
|||
Proceeds from issuance of stock, net
|
|
—
|
|
|
(3
|
)
|
|
24,858
|
|
|||
Proceeds from note payable, net of debt issuance costs
|
|
—
|
|
|
—
|
|
|
2,755
|
|
|||
Principal payments on note payable, bank
|
|
—
|
|
|
(3,160
|
)
|
|
(3,000
|
)
|
|||
Proceeds from exercise of common stock options and warrants
|
|
96
|
|
|
165
|
|
|
837
|
|
|||
Principal payments on capital lease obligations
|
|
(70
|
)
|
|
(132
|
)
|
|
(64
|
)
|
|||
Recovery from stockholder, net
|
|
(36
|
)
|
|
19
|
|
|
—
|
|
|||
Excess tax benefits from stock compensation
|
|
—
|
|
|
—
|
|
|
94
|
|
|||
Net cash provided by (used in) financing activities
|
|
(10
|
)
|
|
(3,111
|
)
|
|
164,465
|
|
|||
|
|
|
|
|
|
|
||||||
Effect of exchange rate on cash and cash equivalents
|
|
(301
|
)
|
|
—
|
|
|
—
|
|
|||
Net increase (decrease) in cash and cash equivalents
|
|
(20,884
|
)
|
|
(71,692
|
)
|
|
156,782
|
|
|||
Cash and cash equivalents at beginning of year
|
|
87,191
|
|
|
158,883
|
|
|
2,101
|
|
|||
|
|
|
|
|
|
|
||||||
Cash and cash equivalents at end of year
|
|
$
|
66,006
|
|
|
$
|
87,191
|
|
|
$
|
158,883
|
|
|
|
|
|
|
|
|
||||||
Supplemental Cash flow information:
|
|
|
|
|
|
|
|
|
|
|||
Cash payments for interest
|
|
$
|
5,393
|
|
|
$
|
5,517
|
|
|
$
|
178
|
|
Cash payments for income taxes
|
|
113
|
|
|
123
|
|
|
23
|
|
|||
|
|
|
|
|
|
|
||||||
Non cash investing and financing transactions:
|
|
|
|
|
|
|
|
|
|
|||
Reclassification of derivative liability to equity
|
|
—
|
|
|
18,256
|
|
|
—
|
|
|||
Issuance of stock to consultant
|
|
—
|
|
|
31
|
|
|
—
|
|
|||
Issuance of restricted stock
|
|
—
|
|
|
347
|
|
|
—
|
|
|||
Bifurcation of derivative from convertible 3.75% senior notes
|
|
—
|
|
|
—
|
|
|
41,400
|
|
|||
Payable related to product acquisition costs
|
|
—
|
|
|
—
|
|
|
6,000
|
|
|
|
Series A
Convertible |
|
Series C
Convertible |
|
|
|
|
|
Additional
|
|
Accumulated
Other |
|
|
|
|
|
Total
|
|||||||||||||||||||||||
|
|
Preferred Stock
|
|
Preferred Stock
|
|
Common Stock
|
|
Paid-In
|
|
Comprehensive
|
|
Accumulated
|
|
Treasury
|
|
Stockholders’
|
|||||||||||||||||||||||||
|
|
Shares
|
|
Amount
|
|
Shares
|
|
Amount
|
|
Shares
|
|
Amount
|
|
Capital
|
|
Loss
|
|
Deficit
|
|
Stock
|
|
Equity
|
|||||||||||||||||||
Balance, December 31, 2013
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
—
|
|
|
46,748,575
|
|
|
$
|
487
|
|
|
$
|
51,541
|
|
|
$
|
—
|
|
|
$
|
(44,837
|
)
|
|
$
|
—
|
|
|
$
|
7,191
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||
Issuance of stock pursuant to a public offering, net of associated fees of $1,868
|
|
|
|
|
|
|
|
|
|
|
|
|
|
5,347,500
|
|
|
53
|
|
|
24,805
|
|
|
|
|
|
|
|
|
|
|
|
24,858
|
|
||||||||
Issuance of stock to consultant
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10,000
|
|
|
|
|
|
80
|
|
|
|
|
|
|
|
|
|
|
|
80
|
|
||||||||
Stock based compensation expense
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
823
|
|
|
|
|
|
|
|
|
|
|
|
823
|
|
||||||||
Stock warrants exercised
|
|
|
|
|
|
|
|
|
|
|
|
|
|
270,546
|
|
|
3
|
|
|
325
|
|
|
|
|
|
|
|
|
|
|
|
328
|
|
||||||||
Stock options exercised
|
|
|
|
|
|
|
|
|
|
|
|
|
|
443,166
|
|
|
5
|
|
|
504
|
|
|
|
|
|
|
|
|
|
|
|
509
|
|
||||||||
Excess tax benefits from stock compensation
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
94
|
|
|
|
|
|
|
|
|
|
|
|
94
|
|
||||||||
Net income
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5,251
|
|
|
—
|
|
|
5,251
|
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||
Balance, December 31, 2014
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
—
|
|
|
52,819,787
|
|
|
$
|
548
|
|
|
$
|
78,172
|
|
|
$
|
—
|
|
|
$
|
(39,586
|
)
|
|
$
|
—
|
|
|
$
|
39,134
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||
Issuance of stock to consultant
|
|
|
|
|
|
|
|
|
|
|
|
|
|
5,000
|
|
|
|
|
|
31
|
|
|
|
|
|
|
|
|
|
|
|
31
|
|
||||||||
Stock based compensation expense
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,273
|
|
|
|
|
|
|
|
|
|
|
|
2,273
|
|
||||||||
Stock warrants exercised
|
|
|
|
|
|
|
|
|
|
|
|
|
|
67,636
|
|
|
|
|
|
82
|
|
|
|
|
|
|
|
|
|
|
|
82
|
|
||||||||
Stock options exercised
|
|
|
|
|
|
|
|
|
|
|
|
|
|
75,766
|
|
|
1
|
|
|
82
|
|
|
|
|
|
|
|
|
|
|
|
83
|
|
||||||||
Issuance of restricted stock
|
|
|
|
|
|
|
|
|
|
|
|
|
|
32,500
|
|
|
|
|
|
346
|
|
|
|
|
|
|
|
|
|
|
|
346
|
|
||||||||
Reclassification of derivative liability to equity
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
18,256
|
|
|
|
|
|
|
|
|
|
|
|
18,256
|
|
||||||||
Recovery from stockholder, net
|
|
|
|
|
|
|
|
|
|
|
|
|
|
19
|
|
|
|
|
|
|
|
|
19
|
|
|||||||||||||||||
Costs related to stock issuance
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(3
|
)
|
|
|
|
|
|
|
|
(3
|
)
|
|||||||||||||||||
Cumulative translation adjustment
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(130
|
)
|
|
|
|
|
|
(130
|
)
|
|||||||||||||||||
Net income
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
6,668
|
|
|
—
|
|
|
6,668
|
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||
Balance, December 31, 2015
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
—
|
|
|
53,000,689
|
|
|
$
|
549
|
|
|
$
|
99,258
|
|
|
$
|
(130
|
)
|
|
$
|
(32,918
|
)
|
|
$
|
—
|
|
|
$
|
66,759
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||
Issuance of stock to consultant
|
|
|
|
|
|
|
|
|
|
|
|
|
|
25,000
|
|
|
|
|
|
189
|
|
|
|
|
|
|
|
|
|
|
|
189
|
|
||||||||
Stock based compensation expense
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3,090
|
|
|
|
|
|
|
|
|
|
|
|
3,090
|
|
||||||||
Stock options exercised
|
|
|
|
|
|
|
|
|
|
|
|
|
|
61,834
|
|
|
1
|
|
|
95
|
|
|
|
|
|
|
|
|
|
|
|
96
|
|
||||||||
Issuance of stock for vested restricted stock units
|
|
|
|
|
|
|
|
|
|
|
|
|
|
60,918
|
|
|
1
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1
|
|
||||||||
Recovery from stockholder, net
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(36
|
)
|
|
|
|
|
|
|
|
|
|
|
(36
|
)
|
||||||||
Tax benefit related to stock options
|
|
|
|
|
|
|
|
|
|
|
|
|
|
28
|
|
|
|
|
|
|
|
|
28
|
|
|||||||||||||||||
Cumulative translation adjustment
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1,475
|
)
|
|
|
|
|
|
|
|
(1,475
|
)
|
||||||||
Net loss
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(11,985
|
)
|
|
—
|
|
|
(11,985
|
)
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||
Balance, December 31, 2016
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
—
|
|
|
53,148,441
|
|
|
$
|
551
|
|
|
$
|
102,624
|
|
|
$
|
(1,605
|
)
|
|
$
|
(44,903
|
)
|
|
$
|
—
|
|
|
$
|
56,667
|
|
|
|
Useful Lives
|
|
|
|
Buildings and improvements
|
|
10 - 30 years
|
Machinery and equipment
|
|
3 - 15 years
|
|
|
2016
|
|
2015
|
||||
|
|
(in thousands)
|
||||||
Wholesaler fees
|
|
$
|
3,505
|
|
|
$
|
2,523
|
|
Capital expenditures
|
|
2,475
|
|
|
482
|
|
||
Payroll
|
|
1,706
|
|
|
1,167
|
|
||
Royalties
|
|
843
|
|
|
744
|
|
||
Consulting fees
|
|
608
|
|
|
432
|
|
||
Interest expense
|
|
240
|
|
|
240
|
|
||
Other
|
|
972
|
|
|
679
|
|
||
|
|
$
|
10,349
|
|
|
$
|
6,267
|
|
|
|
Years ended December 31,
|
||||||||||
|
|
2016
|
|
2015
|
|
2014
|
||||||
Gross Company product sales
|
|
$
|
217,633
|
|
|
$
|
99,721
|
|
|
$
|
51,136
|
|
|
|
|
|
|
|
|
||||||
Reduction to gross product sales:
|
|
|
|
|
|
|
|
|
||||
Chargebacks and billbacks
|
|
141,343
|
|
|
50,127
|
|
|
26,940
|
|
|||
Sales discounts and other allowances
|
|
27,419
|
|
|
17,974
|
|
|
4,366
|
|
|||
Total reduction to gross product sales
|
|
$
|
168,762
|
|
|
$
|
68,101
|
|
|
$
|
31,306
|
|
|
|
|
|
|
|
|
||||||
Company product sales, net
|
|
$
|
48,871
|
|
|
$
|
31,620
|
|
|
$
|
19,830
|
|
|
|
Returns
|
|
Chargebacks & Rebates
|
|
Discounts
|
|
Doubtful Accounts
|
|
TOTAL
|
||||||||||
Balance at December 31, 2013
|
|
$
|
56
|
|
|
$
|
1,746
|
|
|
$
|
142
|
|
|
$
|
16
|
|
|
$
|
1,960
|
|
Provision
|
|
767
|
|
|
31,040
|
|
|
1,060
|
|
|
—
|
|
|
32,867
|
|
|||||
Charges processed
|
|
(149
|
)
|
|
(28,234
|
)
|
|
(857
|
)
|
|
—
|
|
|
(29,240
|
)
|
|||||
Balance at December 31, 2014
|
|
$
|
674
|
|
|
$
|
4,552
|
|
|
$
|
345
|
|
|
$
|
16
|
|
|
$
|
5,587
|
|
Provision
|
|
1,724
|
|
|
65,713
|
|
|
2,201
|
|
|
74
|
|
|
69,712
|
|
|||||
Charges processed
|
|
(1,464
|
)
|
|
(57,815
|
)
|
|
(1,754
|
)
|
|
—
|
|
|
(61,033
|
)
|
|||||
Balance at December 31, 2015
|
|
$
|
934
|
|
|
$
|
12,450
|
|
|
$
|
792
|
|
|
$
|
90
|
|
|
$
|
14,266
|
|
Provision
|
|
3,568
|
|
|
160,556
|
|
|
4,667
|
|
|
347
|
|
|
169,138
|
|
|||||
Charges processed
|
|
(2,192
|
)
|
|
(137,125
|
)
|
|
(2,156
|
)
|
|
(20
|
)
|
|
(141,493
|
)
|
|||||
Balance at December 31, 2016
|
|
$
|
2,310
|
|
|
$
|
35,881
|
|
|
$
|
3,303
|
|
|
$
|
417
|
|
|
$
|
41,911
|
|
|
|
2016
|
|
2015
|
|
2014
|
||||||
Basic earnings (loss) per share computation:
|
|
|
|
|
|
|
|
|
|
|||
Net income (loss) attributable to common stockholders —basic
|
|
$
|
(11,985
|
)
|
|
$
|
6,668
|
|
|
$
|
5,251
|
|
Weighted average common shares —basic
|
|
53,078,158
|
|
|
52,872,814
|
|
|
49,817,721
|
|
|||
Basic earnings (loss) per share
|
|
$
|
(0.23
|
)
|
|
$
|
0.13
|
|
|
$
|
0.11
|
|
|
|
|
|
|
|
|
||||||
Dilutive earnings (loss) per share computation:
|
|
|
|
|
|
|
|
|
|
|||
Net income (loss) attributable to common stockholders —basic
|
|
$
|
(11,985
|
)
|
|
$
|
6,668
|
|
|
$
|
5,251
|
|
Interest expense related to convertible 3.75% senior notes
|
|
—
|
|
|
5,391
|
|
|
224
|
|
|||
Amortization of discount related to convertible 3.75% senior notes
|
|
—
|
|
|
$
|
6,680
|
|
|
$
|
—
|
|
|
Change in the fair value of derivative
|
|
—
|
|
|
$
|
(23,144
|
)
|
|
$
|
—
|
|
|
Net income (loss) attributable to common stockholders —diluted
|
|
$
|
(11,985
|
)
|
|
$
|
(4,405
|
)
|
|
$
|
5,475
|
|
Share Computation:
|
|
|
|
|
|
|
|
|
|
|||
Weighted average common shares —basic
|
|
53,078,158
|
|
|
52,872,814
|
|
|
49,817,721
|
|
|||
Effect of convertible 3.75% senior notes
|
|
—
|
|
|
12,732,168
|
|
|
12,732,168
|
|
|||
Effect of dilutive stock options and warrants
|
|
—
|
|
|
1,507,013
|
|
|
1,657,301
|
|
|||
Weighted average common shares outstanding —diluted
|
|
53,078,158
|
|
|
67,111,995
|
|
|
64,207,190
|
|
|||
Diluted net earnings (loss) per share
|
|
$
|
(0.23
|
)
|
|
$
|
(0.07
|
)
|
|
$
|
0.09
|
|
|
|
2016
|
|
2015
|
||||
|
|
(in thousands)
|
||||||
Raw materials
|
|
$
|
6,546
|
|
|
$
|
4,833
|
|
Work in progress
|
|
—
|
|
|
128
|
|
||
Finished goods
|
|
6,162
|
|
|
4,024
|
|
||
|
|
$
|
12,708
|
|
|
$
|
8,985
|
|
|
|
2016
|
|
2015
|
||||
|
|
(in thousands)
|
||||||
Land
|
|
$
|
257
|
|
|
$
|
257
|
|
Building and improvements
|
|
8,515
|
|
|
5,296
|
|
||
Machinery and equipment
|
|
8,583
|
|
|
5,270
|
|
||
Construction in progress
|
|
15,496
|
|
|
3,594
|
|
||
|
|
32,851
|
|
|
14,417
|
|
||
Less accumulated depreciation and amortization
|
|
(6,636
|
)
|
|
(5,711
|
)
|
||
|
|
|
|
|
||||
Property, plant and equipment, net
|
|
$
|
26,215
|
|
|
$
|
8,706
|
|
|
December 31, 2016
|
December 31, 2015
|
||||
|
(in thousands)
|
(in thousands)
|
||||
|
|
|
||||
Face amount of the Notes
|
$
|
143,750
|
|
$
|
143,750
|
|
Unamortized discount
|
29,160
|
|
36,759
|
|
||
Debt issuance costs
|
$
|
3,199
|
|
$
|
4,027
|
|
Carrying amount of the Notes
|
$
|
111,391
|
|
$
|
102,964
|
|
|
|
Initial Measurement
December 16, 2014 |
|
Measurement
December 31, 2014 |
|
Measurement
May 20, 2015 |
||||||
Issue date
|
|
12/17/2014
|
|
|
12/17/2014
|
|
|
12/17/2014
|
|
|||
Maturity date
|
|
12/15/2019
|
|
|
12/15/2019
|
|
|
12/15/2019
|
|
|||
Term
|
|
4.99
|
|
|
4.92
|
|
|
4.57
|
|
|||
Principal (millions)
|
|
143.75
|
|
|
143.75
|
|
|
143.75
|
|
|||
Coupon
|
|
3.75
|
%
|
|
3.75
|
%
|
|
3.75
|
%
|
|||
Seniority
|
|
Senior unsecured
|
|
|
Senior unsecured
|
|
|
Senior unsecured
|
|
|||
Conversion shares
|
|
88.572
|
|
|
88.572
|
|
|
88.572
|
|
|||
Conversion price
|
|
$
|
11.29
|
|
|
$
|
11.29
|
|
|
$
|
11.29
|
|
|
|
|
|
|
|
|
||||||
Stock price
|
|
$
|
9.45
|
|
|
$
|
8.80
|
|
|
$
|
5.73
|
|
Risk free rate
|
|
1.61
|
%
|
|
1.64
|
%
|
|
1.44
|
%
|
|||
|
|
|
|
|
|
|
||||||
Volatility (rounded)
|
|
40.00
|
%
|
|
40.00
|
%
|
|
46.00
|
%
|
|
|
Initial Measurement
December 16, 2014 |
|
Decrease in Fair Value
|
|
December 31, 2014
|
|
Decrease in Fair Value January 1, 2015 to
May 20, 2015 |
|
Reclassification of derivative liability to equity on
May 20, 2015 |
|
December 31, 2015
|
||||||||||||
Fair value of convertible feature of 3.75% senior notes
|
|
$
|
43,700
|
|
|
$
|
2,300
|
|
|
$
|
41,400
|
|
|
$
|
23,144
|
|
|
$
|
18,256
|
|
|
$
|
—
|
|
|
December 31,
2016 |
December 31,
2015 |
|
December 31,
2014 |
||||||
|
(in thousands)
|
(in thousands)
|
|
(in thousands)
|
||||||
|
|
|
|
|
||||||
Interest Expense at 3.75% coupon rate
|
$
|
5,391
|
|
$
|
5,391
|
|
|
$
|
225
|
|
Debt discount amortization
|
7,599
|
|
6,680
|
|
|
261
|
|
|||
Amortization of deferred financing costs
|
828
|
|
728
|
|
|
28
|
|
|||
Total interest expense (1)
|
$
|
13,818
|
|
$
|
12,799
|
|
|
$
|
514
|
|
Consideration:
|
|
|
|
Fair value of total consideration transferred
|
$
|
35,418
|
|
|
|
|
|
Acquisition-related costs* :
|
$
|
2,256
|
|
|
|
|
|
Estimated fair value of identifiable assets acquired and liabilities assumed:
|
|
|
|
Accounts receivable
|
$
|
911
|
|
Inventories
|
2,673
|
|
|
Prepaid expenses and other current assets
|
4
|
|
|
Property and equipment
|
6
|
|
|
Goodwill, deductible
|
440
|
|
|
Developed Technology
|
24,858
|
|
|
In-process research and development
|
3,816
|
|
|
Customer relationships
|
3,615
|
|
|
Accounts payable and other assumed liabilities
|
(661
|
)
|
|
Deferred tax liability
|
(244
|
)
|
|
|
Gross Carrying
Amount at 12/31/15 |
|
Accumulated
Amortization at 12/31/15 |
|
Net Carrying
Amount at 12/31/15 |
|
Weighted Average
Remaining Amortization Period |
|||
Technology
|
|
25,243
|
|
|
(210
|
)
|
|
25,033
|
|
|
14.9 years
|
In-process research and development
("IPR&D") |
|
3,875
|
|
|
—
|
|
|
3,875
|
|
|
N/A - Indefinite lived
|
Customer relationships
|
|
3,460
|
|
|
(43
|
)
|
|
3,417
|
|
|
9.9 years
|
Total
|
|
32,578
|
|
|
(253
|
)
|
|
32,325
|
|
|
|
|
|
(amounts in thousands, except for per share amounts)
|
||||||
|
|
For the Years Ended
|
||||||
|
|
December 31, 2015
|
|
December 31, 2014
|
||||
Total Revenue
|
|
$
|
55,767
|
|
|
$
|
47,284
|
|
Net income
|
|
$
|
8,443
|
|
|
$
|
6,525
|
|
Basic earnings per share
|
|
$
|
0.16
|
|
|
$
|
0.13
|
|
Diluted earnings (loss) per share
|
|
$
|
(0.04
|
)
|
|
$
|
0.11
|
|
|
Goodwill
|
||
December 31, 2014
|
$
|
—
|
|
Acquisition
|
440
|
|
|
Impairments
|
—
|
|
|
Foreign currency translation
|
(14
|
)
|
|
December 31, 2015
|
426
|
|
|
Acquisition
|
—
|
|
|
Impairments
|
—
|
|
|
Foreign currency translation
|
20
|
|
|
December 31, 2016
|
$
|
446
|
|
|
|
December 31, 2016
|
|
|
||||||||||
|
|
Gross Carrying
Amount |
|
Accumulated
Amortization |
|
Net Carrying
Amount |
|
Weighted Average
Remaining Amortization Period |
||||||
Trademarks and Technology
|
|
$
|
35,403
|
|
|
$
|
(3,123
|
)
|
|
$
|
32,280
|
|
|
13.8
|
In-process research and development
(“IPR&D”) |
|
17,024
|
|
|
—
|
|
|
17,024
|
|
|
N/A - Indefinite lived
|
|||
Customer relationships
|
|
3,565
|
|
|
(404
|
)
|
|
3,161
|
|
|
9.1
|
|||
Total
|
|
$
|
55,992
|
|
|
$
|
(3,527
|
)
|
|
$
|
52,465
|
|
|
|
|
|
December 31, 2015
|
|
|
||||||||||
|
|
Gross Carrying
Amount |
|
Accumulated
Amortization |
|
Net Carrying
Amount |
|
Weighted Average
Remaining Amortization Period |
||||||
Trademarks and Technology
|
|
$
|
37,203
|
|
|
$
|
(651
|
)
|
|
$
|
36,552
|
|
|
14.8
|
In-process research and development
(“IPR&D”) |
|
14,351
|
|
|
—
|
|
|
14,351
|
|
|
N/A - Indefinite lived
|
|||
Customer relationships
|
|
3,460
|
|
|
(43
|
)
|
|
3,417
|
|
|
9.9
|
|||
Total
|
|
$
|
55,014
|
|
|
$
|
(694
|
)
|
|
$
|
54,320
|
|
|
|
|
|
Trademarks and
Technology |
|
IPR&D
|
|
Customer
Relationships |
||||||
December 31, 2014
|
|
$
|
1,646
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Acquisition
|
|
34,992
|
|
|
14,292
|
|
|
3,615
|
|
|||
Amortization
|
|
(471
|
)
|
|
—
|
|
|
(43
|
)
|
|||
Foreign currency translation
|
|
385
|
|
|
59
|
|
|
(155
|
)
|
|||
December 31, 2015
|
|
36,552
|
|
|
14,351
|
|
|
3,417
|
|
|||
Acquisition
|
|
661
|
|
|
2,811
|
|
|
—
|
|
|||
Amortization
|
|
(2,472
|
)
|
|
—
|
|
|
(361
|
)
|
|||
Foreign currency translation
|
|
(2,461
|
)
|
|
(138
|
)
|
|
105
|
|
|||
December 31, 2016
|
|
$
|
32,280
|
|
|
$
|
17,024
|
|
|
$
|
3,161
|
|
Year ending
|
Amortization
|
|
December 31,
|
Expense *
|
|
2017
|
2,712
|
|
2018
|
2,712
|
|
2019
|
2,712
|
|
2020
|
2,712
|
|
2021
|
2,712
|
|
Thereafter
|
22,017
|
|
Intangibles Category
|
|
Amortizable Life
|
Trademarks and Technology
|
|
15 years
|
Customer Relationships
|
|
10 years
|
Assumptions
|
|
2016
|
|
|
2015
|
|
|
2014
|
|
Expected dividends
|
|
0
|
%
|
|
0
|
%
|
|
0
|
%
|
Risk free rate
|
|
1.14
|
%
|
|
1.11
|
%
|
|
0.74% – 1.2%
|
|
Expected volatility
|
|
68.0% - 71.3%
|
|
|
52.7% - 68.3%
|
|
|
44.0% - 53.0%
|
|
Expected term (in years)
|
|
3.1 – 3.3 years
|
|
|
3.2 – 3.3 years
|
|
|
3.2 - 3.3 years
|
|
|
|
Shares
|
|
Exercise
Price Per Share |
|
Weighted
Average Exercise Price |
||||
January 1, 2014 shares issuable under options
|
|
2,643,500
|
|
|
$ .55 - $3.03
|
|
|
$
|
1.12
|
|
Granted
|
|
397,500
|
|
|
2.96 - 10.55
|
|
|
5.89
|
|
|
Exercised
|
|
(443,166
|
)
|
|
.55 - 1.95
|
|
|
1.15
|
|
|
Expired
|
|
—
|
|
|
—
|
|
|
—
|
|
|
Forfeited
|
|
(161,000
|
)
|
|
1.10 - 5.65
|
|
|
2.71
|
|
|
December 31, 2014 shares issuable under options
|
|
2,436,834
|
|
|
.76 - 10.55
|
|
|
1.79
|
|
|
Granted
|
|
1,357,000
|
|
|
5.55 - 10.67
|
|
|
9.20
|
|
|
Exercised
|
|
(75,766
|
)
|
|
.76 - 3.62
|
|
|
1.10
|
|
|
Expired
|
|
—
|
|
|
—
|
|
|
—
|
|
|
Forfeited
|
|
(125,334
|
)
|
|
1.40 – 10.67
|
|
|
8.99
|
|
|
December 31, 2015 shares issuable under options
|
|
3,592,734
|
|
|
.79 - 10.67
|
|
|
4.36
|
|
|
Granted
|
|
739,135
|
|
|
4.72 - 8.81
|
|
|
7.26
|
|
|
Exercised
|
|
(61,834
|
)
|
|
1.10 - 6.51
|
|
|
1.54
|
|
|
Expired
|
|
—
|
|
|
—
|
|
|
—
|
|
|
Forfeited
|
|
(164,666
|
)
|
|
4.55 - 10.67
|
|
|
8.37
|
|
|
December 31, 2016 shares issuable under options
|
|
4,105,369
|
|
|
$ .79 - $10.67
|
|
|
4.76
|
|
|
|
Options Outstanding
|
|
Options Exercisable
|
||||||||||||
Range of
Exercise Price |
|
Number of
Options |
|
Weighted
Average Remaining Life (Years ) |
|
Weighted
Average Exercise Price |
|
Number of
Options |
|
Weighted
Average Exercise Price |
||||||
$0.79 to $1.00
|
|
50,000
|
|
|
3.01
|
|
$
|
0.79
|
|
|
50,000
|
|
|
$
|
0.79
|
|
1.01 to 1.50
|
|
1,808,400
|
|
|
5.11
|
|
1.07
|
|
|
1,808,400
|
|
|
1.07
|
|
||
1.51 to 10.67
|
|
2,246,969
|
|
|
8.35
|
|
7.82
|
|
|
805,803
|
|
|
7.15
|
|
||
|
|
|
|
|
|
|
|
|
|
|
||||||
$0.79 to $10.67
|
|
4,105,369
|
|
|
6.86
|
|
$
|
4.76
|
|
|
2,664,203
|
|
|
$
|
2.90
|
|
|
|
Options Outstanding
|
|
Options Exercisable
|
||||||||||||
Range of
Exercise Price |
|
Number of
Options |
|
Weighted
Average Remaining Life (Years ) |
|
Weighted
Average Exercise Price |
|
Number of
Options |
|
Weighted
Average Exercise Price |
||||||
$0.79 to $1.00
|
|
50,000
|
|
|
4.01
|
|
$
|
0.79
|
|
|
50,000
|
|
|
$
|
0.79
|
|
1.01 to 1.50
|
|
1,862,400
|
|
|
6.14
|
|
1.07
|
|
|
1,851,400
|
|
|
1.07
|
|
||
1.51 to 10.67
|
|
1,680,334
|
|
|
8.96
|
|
8.10
|
|
|
289,997
|
|
|
4.02
|
|
||
|
|
|
|
|
|
|
|
|
|
|
||||||
$0.79 to $10.67
|
|
3,592,734
|
|
|
7.43
|
|
$
|
4.36
|
|
|
2,191,397
|
|
|
$
|
1.45
|
|
|
|
Options Outstanding
|
|
Options Exercisable
|
||||||||||||
Range of
Exercise Price |
|
Number of
Options |
|
Weighted
Average Remaining Life (Years ) |
|
Weighted
Average Exercise Price |
|
Number of
Options |
|
Weighted
Average Exercise Price |
||||||
$0.76 to $1.00
|
|
97,000
|
|
|
3.04
|
|
$
|
0.78
|
|
|
97,000
|
|
|
$
|
0.78
|
|
1.01 to 1.50
|
|
1,887,500
|
|
|
7.14
|
|
1.07
|
|
|
1,448,664
|
|
|
1.08
|
|
||
1.51 to 10.55
|
|
452,334
|
|
|
8.68
|
|
5.02
|
|
|
110,333
|
|
|
1.78
|
|
||
|
|
|
|
|
|
|
|
|
|
|
||||||
$0.76 to $10.55
|
|
2,436,834
|
|
|
7.26
|
|
$
|
1.79
|
|
|
1,655,997
|
|
|
$
|
1.11
|
|
|
|
Options
|
|
Weighted
Average Grant Date Fair Value |
|||
Non-vested options at January 1, 2016
|
|
1,401,337
|
|
|
$
|
3.60
|
|
Granted
|
|
739,135
|
|
|
3.45
|
|
|
Vested
|
|
(574,469
|
)
|
|
3.46
|
|
|
Forfeited
|
|
(124,837
|
)
|
|
3.42
|
|
|
Non-vested options at December 31, 2016
|
|
1,441,166
|
|
|
$
|
3.58
|
|
|
|
Number of
Restricted Stock |
|
Weighted Average
Issuance Price |
|||
Non-vested balance at January 1, 2014
|
|
246,001
|
|
|
$
|
2.64
|
|
|
|
|
|
|
|||
Changes during the period:
|
|
|
|
|
|
|
|
Shares granted
|
|
—
|
|
|
—
|
|
|
Shares vested
|
|
(137,667
|
)
|
|
2.46
|
|
|
Shares forfeited
|
|
—
|
|
|
|
|
|
Non-vested balance at January 1, 2015
|
|
108,334
|
|
|
$
|
2.86
|
|
|
|
|
|
|
|||
Changes during the period:
|
|
|
|
|
|
|
|
Shares granted
|
|
32,500
|
|
|
10.67
|
|
|
Shares vested
|
|
(140,834
|
)
|
|
4.66
|
|
|
Shares forfeited
|
|
—
|
|
|
|
|
|
Non-vested balance at December 31, 2015
|
|
—
|
|
|
$
|
—
|
|
|
|
Number of
RSUs |
|
Weighted Average
Issuance Price |
|||
Non-vested balance at January 1, 2015
|
|
—
|
|
|
$
|
—
|
|
|
|
|
|
|
|||
Changes during the period:
|
|
|
|
|
|
|
|
Shares granted
|
|
230,250
|
|
|
10.32
|
|
|
Shares vested
|
|
(32,500
|
)
|
|
10.67
|
|
|
Shares forfeited
|
|
(15,000
|
)
|
|
10.67
|
|
|
Non-vested balance at December 31, 2015
|
|
182,750
|
|
|
$
|
10.23
|
|
|
|
|
|
|
|||
Changes during the period:
|
|
|
|
|
|||
Shares granted
|
|
58,068
|
|
|
7.50
|
|
|
Shares vested
|
|
(60,918
|
)
|
|
10.13
|
|
|
Shares forfeited
|
|
—
|
|
|
—
|
|
|
Non-vested balance at December 31, 2016
|
|
179,900
|
|
|
$
|
9.35
|
|
|
|
2016
|
|
2015
|
|
2014
|
|||||||||||||||
|
|
Warrants
|
|
Weighted
Average Exercise Price |
|
Warrants
|
|
Weighted
Average Exercise Price |
|
Warrants
|
|
Weighted
Average Exercise Price |
|||||||||
Beginning balance
|
|
—
|
|
|
$
|
—
|
|
|
84,000
|
|
|
$
|
1.21
|
|
|
354,546
|
|
|
$
|
1.21
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Stock warrants granted
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Stock warrants expired
|
|
—
|
|
|
—
|
|
|
(16,364
|
)
|
|
1.21
|
|
|
—
|
|
|
—
|
|
|||
Stock warrants exercised
|
|
—
|
|
|
—
|
|
|
(67,636
|
)
|
|
1.21
|
|
|
(270,546
|
)
|
|
1.21
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Ending balance
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
—
|
|
|
84,000
|
|
|
$
|
1.21
|
|
|
|
2016
|
|
2015
|
|
2014
|
||||||
|
|
(in thousands)
|
||||||||||
U.S. operations
|
|
(9,514
|
)
|
|
6,911
|
|
|
5,424
|
|
|||
Foreign operations
|
|
(2,184
|
)
|
|
(208
|
)
|
|
—
|
|
|||
|
|
|
|
|
|
|
||||||
Global Total
|
|
$
|
(11,698
|
)
|
|
$
|
6,703
|
|
|
$
|
5,424
|
|
|
|
2016
|
|
2015
|
|
2014
|
||||||
|
|
|
|
|
|
|
||||||
Current tax expense (benefit):
|
|
|
|
|
|
|
|
|
|
|||
Federal
|
|
$
|
26
|
|
|
$
|
—
|
|
|
$
|
97
|
|
State and local
|
|
35
|
|
|
19
|
|
|
76
|
|
|||
Foreign
|
|
272
|
|
|
28
|
|
|
|
|
|||
Total current tax expense
|
|
333
|
|
|
47
|
|
|
173
|
|
|||
Deferred tax expense:
|
|
|
|
|
|
|
|
|
|
|||
Federal
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
State and local
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Foreign
|
|
(46
|
)
|
|
(12
|
)
|
|
|
|
|||
Total deferred tax expense
|
|
(46
|
)
|
|
(12
|
)
|
|
—
|
|
|||
|
|
|
|
|
|
|
||||||
Total income tax expense
|
|
$
|
287
|
|
|
$
|
35
|
|
|
$
|
173
|
|
|
|
2016
|
|
2015
|
|
2014
|
||||||
|
|
|
|
|
|
|
||||||
Expected Statutory expense (benefit)
|
|
$
|
(3,977
|
)
|
|
$
|
2,244
|
|
|
$
|
1,844
|
|
Change in the fair values of derivative and amortization of debt discount
|
|
2,584
|
|
|
(5,597
|
)
|
|
(693
|
)
|
|||
Other non-deductible expenses
|
|
63
|
|
|
7
|
|
|
3
|
|
|||
Change in valuation allowance
|
|
590
|
|
|
3,254
|
|
|
(1,031
|
)
|
|||
Rate differential - foreign vs. US
|
|
822
|
|
|
114
|
|
|
—
|
|
|||
State income taxes, net of federal benefit
|
|
23
|
|
|
13
|
|
|
50
|
|
|||
Federal tax impact of state tax benefit, net
|
|
154
|
|
|
—
|
|
|
—
|
|
|||
Exchange gain
|
|
$
|
28
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
$
|
287
|
|
|
$
|
35
|
|
|
$
|
173
|
|
|
|
2016
|
|
2015
|
||||
|
|
(in thousands)
|
||||||
Current Assets:
|
|
|
|
|
|
|
||
Allowance for doubtful accounts
|
|
$
|
118
|
|
|
$
|
6
|
|
Inventory reserve
|
|
467
|
|
|
157
|
|
||
Accrued expenses
|
|
831
|
|
|
1,005
|
|
||
Total current assets
|
|
1,416
|
|
|
1,168
|
|
||
|
|
|
|
|
||||
Long Term Assets (Liabilities):
|
|
|
|
|
|
|
||
Property, plant and equipment
|
|
317
|
|
|
348
|
|
||
Intangible assets
|
|
(205
|
)
|
|
(256
|
)
|
||
Tax operating loss carry forwards
|
|
10,962
|
|
|
11,283
|
|
||
Tax credit carry forwards
|
|
254
|
|
|
291
|
|
||
Non-employee stock options
|
|
2,302
|
|
|
1,238
|
|
||
Other
|
|
(1
|
)
|
|
(7
|
)
|
||
Total Long Term Assets (Liabilities)
|
|
13,629
|
|
|
12,897
|
|
||
Gross Deferred Tax Asset (Liability)
|
|
15,045
|
|
|
14,065
|
|
||
Less Valuation Allowance
|
|
(15,250
|
)
|
|
(14,309
|
)
|
||
Deferred taxes, net
|
|
$
|
(205
|
)
|
|
$
|
(244
|
)
|
|
|
2016
|
|
2015
|
||||
|
|
(in thousands)
|
||||||
Federal:
|
|
|
|
|
|
|
||
Net operating losses (expiring through 2035)
|
|
$
|
31,336
|
|
|
$
|
32,870
|
|
Research tax credits (expiring through 2025)
|
|
168
|
|
|
168
|
|
||
Alternative minimum tax credits (available without expiration)
|
|
86
|
|
|
70
|
|
||
State:
|
|
|
|
|
|
|
||
Net Operating Losses:
|
|
|
|
|
|
|
||
Tennessee (expiring in 2030)
|
|
529
|
|
|
568
|
|
||
New Jersey (expiring in 2035)
|
|
1,764
|
|
|
822
|
|
||
Illinois (expiring in 2035)
|
|
222
|
|
|
255
|
|
||
Foreign
|
|
|
|
|
|
|
||
Net operating losses (no expiration)
|
|
232
|
|
|
10
|
|
Year
|
Net Operating Loss (in thousands)
|
||
2017 - 2021
|
$
|
7,187
|
|
2022 - 2026
|
2,268
|
|
|
2027 - 2031
|
11,373
|
|
|
2032 and thereafter
|
10,508
|
|
|
|
|
|
|
Total
|
$
|
31,336
|
|
|
Commitments
|
|
|
|
|
||
2017
|
$
|
548
|
|
2018
|
458
|
|
|
2019
|
421
|
|
|
2020
|
426
|
|
|
2021
|
392
|
|
|
Thereafter
|
742
|
|
|
|
$
|
2,987
|
|
|
|
First
Quarter |
|
Second
Quarter |
|
Third
Quarter |
|
Fourth
Quarter |
|
Total
|
||||||||||
|
|
(in thousands, except per share data)
|
||||||||||||||||||
Year Ended December 31, 2016
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Total revenues, net
|
|
$
|
15,657
|
|
|
$
|
17,138
|
|
|
$
|
16,151
|
|
|
$
|
17,935
|
|
|
$
|
66,881
|
|
Gross profit
|
|
7,955
|
|
|
9,556
|
|
|
8,014
|
|
|
9,162
|
|
|
34,687
|
|
|||||
Operating income (loss)
|
|
837
|
|
|
1,076
|
|
|
303
|
|
|
326
|
|
|
2,542
|
|
|||||
Net loss
|
|
(950
|
)
|
|
(2,901
|
)
|
|
(2,703
|
)
|
|
(5,431
|
)
|
|
(11,985
|
)
|
|||||
Net loss attributable to common stockholders
|
|
(950
|
)
|
|
(2,901
|
)
|
|
(2,703
|
)
|
|
(5,431
|
)
|
|
(11,985
|
)
|
|||||
Basic loss per share
|
|
$
|
(0.02
|
)
|
|
$
|
(0.05
|
)
|
|
$
|
(0.05
|
)
|
|
$
|
(0.11
|
)
|
|
$
|
(0.23
|
)
|
Diluted loss per share
|
|
$
|
(0.02
|
)
|
|
$
|
(0.05
|
)
|
|
$
|
(0.05
|
)
|
|
$
|
(0.11
|
)
|
|
$
|
(0.23
|
)
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Year Ended December 31, 2015
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Total revenues, net
|
|
$
|
10,671
|
|
|
$
|
8,893
|
|
|
$
|
11,615
|
|
|
$
|
13,071
|
|
|
$
|
44,250
|
|
Gross profit
|
|
5,628
|
|
|
3,666
|
|
|
6,077
|
|
|
5,944
|
|
|
21,315
|
|
|||||
Operating income (loss)
|
|
1,098
|
|
|
(1,911
|
)
|
|
391
|
|
|
(2,769
|
)
|
|
(3,192
|
)
|
|||||
Net income (loss)
|
|
6,555
|
|
|
9,376
|
|
|
(2,888
|
)
|
|
(6,375
|
)
|
|
6,668
|
|
|||||
Net income (loss) attributable to common stockholders
|
|
6,555
|
|
|
9,376
|
|
|
(2,888
|
)
|
|
(6,375
|
)
|
|
6,668
|
|
|||||
Basic income (loss) per share
|
|
$
|
0.12
|
|
|
$
|
0.18
|
|
|
$
|
(0.05
|
)
|
|
$
|
(0.12
|
)
|
|
$
|
0.13
|
|
Diluted income (loss) per share
|
|
$
|
0.01
|
|
|
$
|
(0.03
|
)
|
|
$
|
(0.05
|
)
|
|
$
|
(0.12
|
)
|
|
$
|
(0.07
|
)
|
|
|
|
|
Additions
|
|
|
|
|
|||||||||
|
|
Balance at
Beginning of Year |
|
Charged to
Costs and Expenses |
|
Charged
other Accounts |
|
Deductions
|
|
Balance at
End of Year |
|||||||
Year Ended December 31, 2014
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
Change in Tax Valuation Allowance
|
|
$
|
12,062
|
|
|
—
|
|
|
—
|
|
|
1,092
|
|
|
$
|
10,970
|
|
Allowance for Doubtful Accounts
|
|
$
|
16
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
$
|
16
|
|
Reserve for Inventory Obsolescence
|
|
$
|
166
|
|
|
228
|
|
|
(12
|
)
|
|
170
|
|
|
$
|
212
|
|
Year Ended December 31, 2015
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
Change in Tax Valuation Allowance
|
|
$
|
10,970
|
|
|
—
|
|
|
3,339
|
|
|
—
|
|
|
$
|
14,309
|
|
Allowance for Doubtful Accounts
|
|
$
|
16
|
|
|
74
|
|
|
—
|
|
|
—
|
|
|
$
|
90
|
|
Reserve for Inventory Obsolescence
|
|
$
|
212
|
|
|
51
|
|
|
(8
|
)
|
|
134
|
|
|
$
|
121
|
|
Year Ended December 31, 2016
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
Change in Tax Valuation Allowance
|
|
$
|
14,309
|
|
|
—
|
|
|
941
|
|
|
—
|
|
|
$
|
15,250
|
|
Allowance for Doubtful Accounts
|
|
$
|
90
|
|
|
347
|
|
|
|
|
20
|
|
|
$
|
417
|
|
|
Reserve for Inventory Obsolescence
|
|
$
|
121
|
|
|
777
|
|
|
—
|
|
|
583
|
|
|
$
|
315
|
|
i.
|
Ownership
. Any “Person” (as such term is used in Sections 13(d) and 14(d) of the Securities and Exchange Act of 1934, as amended (the “
Exchange Act
”)) becomes the “Beneficial Owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing 50% or more of the total voting power represented by the Company’s then outstanding voting securities (excluding for this purpose any such voting securities held by the Company or its Affiliates or by any employee benefit plan of the Company) pursuant to a transaction or a series of related transactions which the Board of Directors does not approve; or
|
ii.
|
Merger/Sale of Assets
. (A) A merger or consolidation of the Company whether or not approved by the Board of Directors, other than a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity or the parent of such corporation) more than 50% of the total voting power represented by the voting securities of the Company or such surviving entity or parent of such corporation, as the case may be, outstanding immediately after such merger or consolidation; or (B) the sale or disposition by the Company of all or substantially all of the Company’s assets in a transaction requiring shareholder approval; or
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iii.
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Change in Board Composition
. A change in the composition of the Board of Directors, as a result of which fewer than a majority of the directors are Incumbent Directors. “
Incumbent Directors
” shall mean directors who either (A) are directors of the Company as of May 25, 2016, or (B) are elected, or nominated for election, to the Board of Directors with the affirmative votes of at least a majority of the Incumbent Directors at the time of such election or nomination (but shall not include an individual
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TELIGENT, INC.
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By:
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Title:
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OPTIONEE
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i.
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Ownership
. Any “Person” (as such term is used in Sections 13(d) and 14(d) of the Securities and Exchange Act of 1934, as amended (the “
Exchange Act
”)) becomes the “Beneficial Owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing 50% or more of the total voting power represented by the Company’s then outstanding voting securities (excluding for this purpose any such voting securities held by the Company or its Affiliates or by any employee benefit plan of the Company) pursuant to a transaction or a series of related transactions which the Board of Directors does not approve; or
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ii.
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Merger/Sale of Assets
. (A) A merger or consolidation of the Company whether or not approved by the Board of Directors, other than a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity or the parent of such corporation) more than 50% of the total voting power represented by the voting securities of the Company or such surviving entity or parent of such corporation, as the case may be, outstanding immediately after such merger or consolidation; or (B) the sale or disposition by the Company of all or substantially all of the Company’s assets in a transaction requiring shareholder approval; or
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iii.
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Change in Board Composition
. A change in the composition of the Board of Directors, as a result of which fewer than a majority of the directors are Incumbent Directors. “
Incumbent Directors
” shall mean directors who either (A) are directors of the Company as of May 25, 2016, or (B) are elected, or nominated for election, to the Board of Directors with the affirmative votes of at least a majority of the Incumbent Directors at the time of such election or nomination (but shall not include an individual
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TELIGENT, INC.
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By:
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Title:
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RECIPIENT
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Date: March 15, 2017
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/s/ Jason Grenfell-Gardner
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Principal Executive Officer
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Date: March 15, 2017
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/s/ Jenniffer Collins
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Principal Financial Officer
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Dated:
March 15, 2017
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/s/ Jason Grenfell-Gardner
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Principal Executive Officer
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Dated:
March 15, 2017
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/s/ Jenniffer Collins
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Principal Financial Officer
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