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Delaware
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001-08568
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01-0355758
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(State or other jurisdiction
of incorporation)
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(Commission File Number)
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(IRS Employer
Identification No.)
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Â
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Â
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Â
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Â
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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TELIGENT, INC.
|
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|
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By:
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/s/ Damian Finio
|
|
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Name:
|
Damian Finio
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|
|
Title:
|
Chief Financial Officer
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Date: March 15, 2018
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|
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Exhibit No.
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|
Description
|
99.1
|
|
|
Contact
:
|
Damian Finio
Teligent, Inc.
(856) 697-4379
www.teligent.com
|
•
|
Total revenues of $16.1 million in the fourth quarter of 2017, a decrease of 10% over the same quarter in 2016, and a 25% increase over the third quarter of 2017. Total revenue was driven primarily by $10.2 million of sales generated by our US generic topical and injectable pharmaceutical products, a decrease of 12% over the same quarter in 2016, and $4.5 million of international revenues, an increase of 47% over the same quarter in 2016
|
•
|
Gross margin of 36% for the fourth quarter of 2017, a decrease from the 51% reported in the same quarter in 2016
|
•
|
Operating loss was $4.9 million in the fourth quarter of 2017, compared to operating income of $0.3 million in the same quarter in 2016
|
•
|
Operating loss includes $5.9 million of research and development costs in the fourth quarter of 2017, compared to $4.6 million for the same period in 2016
|
•
|
As a result of the fluctuation in foreign exchange rates during the fourth quarter of 2017, we recorded a non-cash gain in the amount of $1.1 million related to the foreign currency translation of our intercompany loans to three of our wholly-owned subsidiaries; and other balances held in currencies other than local currency, compared to a non-cash loss in the amount of $2.2 million in the same quarter in 2016
|
•
|
Total revenue of $67.3 million for the year ended December 31, 2017, compared to $66.9 million for the same period in 2016 and exceeding revenues between $65.0 million and $67.0 million communicated in the Company's November 6, 2017 Third Quarter 2017 Results press release
|
•
|
Operating loss was $11.8 million for the year ended December 31, 2017, which includes $1.7 million of bad debt expense, compared to operating income of $2.5 million for the same period in 2016
|
•
|
Our operating results for the year ended December 31, 2017 include $19.3 million in research and development costs, compared to $17.1 million for the same period in 2016
|
•
|
Teligent filed two Abbreviated New Drug Applications (ANDAs) in the fourth quarter of 2017 with the U.S. Food and Drug Administration (FDA) for a total of four in 2017
|
•
|
The Company received approval for three ANDAs during the fourth quarter for the following products: 0.05%, Hydrocortisone Butyrate Lotion 0.1%, Erythromycin Topical Solution USP 2%, and Betamethasone Dipropionate Ointment USP (Augmented), 0.05%
|
•
|
For the year, we had 9 FDA approvals and 12 launches in the U.S. and 4 Health Canada approvals and 5 launches in Canada
|
|
Three months ended December 31,
|
|
Year ended December 31,
|
||||||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Revenues:
|
|
|
|
|
|
|
|
||||||||
Product sales, net
|
$
|
16,021
|
|
|
$
|
17,748
|
|
|
$
|
66,999
|
|
|
$
|
65,904
|
|
Research and development services and other income
|
80
|
|
|
187
|
|
|
252
|
|
|
977
|
|
||||
Total revenues
|
16,101
|
|
|
17,935
|
|
|
67,251
|
|
|
66,881
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Costs and Expenses:
|
|
|
|
|
|
|
|
||||||||
Cost of revenues
|
10,238
|
|
|
8,773
|
|
|
39,879
|
|
|
32,194
|
|
||||
Selling, general and administrative expenses
|
4,928
|
|
|
4,192
|
|
|
19,904
|
|
|
15,005
|
|
||||
Product development and research expenses
|
5,878
|
|
|
4,644
|
|
|
19,265
|
|
|
17,140
|
|
||||
Total costs and expenses
|
21,044
|
|
|
17,609
|
|
|
79,048
|
|
|
64,339
|
|
||||
Operating (loss) income
|
(4,943
|
)
|
|
326
|
|
|
(11,797
|
)
|
|
2,542
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Other Income (Expense):
|
|
|
|
|
|
|
|
||||||||
Foreign currency exchange gain/(loss)
|
1,074
|
|
|
(2,231
|
)
|
|
7,719
|
|
|
(936
|
)
|
||||
Interest and other expense, net
|
(2,467
|
)
|
|
(3,307
|
)
|
|
(11,198
|
)
|
|
(13,304
|
)
|
||||
Loss before income tax expense
|
(6,336
|
)
|
|
(5,212
|
)
|
|
(15,276
|
)
|
|
(11,698
|
)
|
||||
|
|
|
|
|
|
|
|
||||||||
Income tax (benefit)/expense
|
(215
|
)
|
|
219
|
|
|
(85
|
)
|
|
287
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Net loss
|
$
|
(6,121
|
)
|
|
$
|
(5,431
|
)
|
|
$
|
(15,191
|
)
|
|
$
|
(11,985
|
)
|
|
|
|
|
|
|
|
|
||||||||
Basic and diluted loss per share
|
$
|
(0.11
|
)
|
|
$
|
(0.11
|
)
|
|
$
|
(0.28
|
)
|
|
$
|
(0.23
|
)
|
|
|
|
|
|
|
|
|
||||||||
Weighted average shares of common stock outstanding:
|
|
|
|
|
|
|
|
||||||||
Basic and diluted shares
|
53,393,952
|
|
|
53,103,217
|
|
|
53,323,954
|
|
|
53,078,158
|
|
|
December 31,
|
|
December 31,
|
||||
|
2017
|
|
2016
|
||||
|
|
|
|
||||
ASSETS
|
|
|
|
||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
26,692
|
|
|
$
|
66,006
|
|
Accounts receivable, net
|
18,143
|
|
|
21,735
|
|
||
Inventories
|
16,075
|
|
|
12,708
|
|
||
Prepaid expenses and other receivables
|
3,622
|
|
|
2,847
|
|
||
Total current assets
|
64,532
|
|
|
103,296
|
|
||
Property, plant and equipment, net
|
68,355
|
|
|
26,215
|
|
||
Intangible assets, net
|
56,017
|
|
|
52,465
|
|
||
Goodwill
|
471
|
|
|
446
|
|
||
Other
|
611
|
|
|
804
|
|
||
Total assets
|
$
|
189,986
|
|
|
$
|
183,226
|
|
|
|
|
|
||||
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
|
|
|
||||
Current liabilities:
|
|
|
|
||||
Accounts payable
|
$
|
10,595
|
|
|
$
|
4,614
|
|
Accrued expenses
|
13,502
|
|
|
10,349
|
|
||
Total current liabilities
|
24,097
|
|
|
14,963
|
|
||
|
|
|
|
||||
Convertible 3.75% senior notes, net of debt discount and debt issuance costs (face of $143,750)
|
120,977
|
|
|
111,391
|
|
||
Deferred tax liability
|
159
|
|
|
205
|
|
||
Total liabilities
|
145,233
|
|
|
126,559
|
|
||
|
|
|
|
||||
Stockholders’ equity:
|
|
|
|
||||
Common stock, $0.01 par value, 100,000,000 shares authorized;
|
|
|
|
||||
53,400,281 and 53,148,441 shares issued and outstanding
|
|
|
|
||||
as of December 31, 2017 and December 31, 2016, respectively
|
554
|
|
|
551
|
|
||
Additional paid-in capital
|
106,312
|
|
|
102,624
|
|
||
Accumulated deficit
|
(60,094
|
)
|
|
(44,903
|
)
|
||
Accumulated other comprehensive loss, net of taxes
|
(2,019
|
)
|
|
(1,605
|
)
|
||
Total stockholders’ equity
|
44,753
|
|
|
56,667
|
|
||
Total liabilities and stockholders' equity
|
$
|
189,986
|
|
|
$
|
183,226
|
|
|
2017
|
|
2016
|
||||
Cash flows from operating activities:
|
|
|
|
||||
Net loss
|
$
|
(15,191
|
)
|
|
$
|
(11,985
|
)
|
Non-cash expenses
|
13,830
|
|
|
18,073
|
|
||
Changes in operating assets and liabilities
|
1,761
|
|
|
(6,886
|
)
|
||
|
|
|
|
||||
Net cash provided by (used in) operating activities
|
400
|
|
|
(798
|
)
|
||
|
|
|
|
||||
Net cash used in investing activities
|
(40,429
|
)
|
|
(20,076
|
)
|
||
|
|
|
|
||||
Net cash provided by (used in) financing activities
|
269
|
|
|
(10
|
)
|
||
|
|
|
|
||||
Effect of exchange rate on cash and cash equivalents
|
446
|
|
|
(301
|
)
|
||
Net decrease in cash and cash equivalents
|
(39,760
|
)
|
|
(20,884
|
)
|
||
Cash and cash equivalents at beginning of period
|
66,006
|
|
|
87,191
|
|
||
|
|
|
|
||||
Cash and cash equivalents at end of period
|
$
|
26,692
|
|
|
$
|
66,006
|
|
|
Three months ended December 31,
|
|
Year ended December 31,
|
||||||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
|
|
|
|
|
|
|
|
||||||||
Gross product sales
|
$
|
41,379
|
|
|
$
|
81,304
|
|
|
$
|
215,883
|
|
|
$
|
217,633
|
|
|
|
|
|
|
|
|
|
||||||||
Reduction to gross product sales:
|
|
|
|
|
|
|
|
||||||||
Chargebacks and billbacks
|
20,100
|
|
|
58,779
|
|
|
125,159
|
|
|
141,343
|
|
||||
Sales discounts and other allowances
|
6,546
|
|
|
7,839
|
|
|
32,720
|
|
|
27,419
|
|
||||
Total reduction to gross product sales
|
26,646
|
|
|
66,618
|
|
|
157,879
|
|
|
168,762
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Product sales, net
|
14,733
|
|
|
14,686
|
|
|
58,004
|
|
|
48,871
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Contract manufacturing product sales
|
1,288
|
|
|
3,062
|
|
|
8,995
|
|
|
17,033
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Total product sales, net
|
$
|
16,021
|
|
|
$
|
17,748
|
|
|
$
|
66,999
|
|
|
$
|
65,904
|
|
|
|
Three months ended December 31,
|
|
Year ended December 31,
|
||||||||||||
|
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
|
|
|
|
|
|
|
|
|
||||||||
Net loss
|
|
$
|
(6,121
|
)
|
|
$
|
(5,431
|
)
|
|
$
|
(15,191
|
)
|
|
$
|
(11,985
|
)
|
|
|
|
|
|
|
|
|
|
||||||||
Depreciation
|
|
447
|
|
|
267
|
|
|
1,711
|
|
|
946
|
|
||||
Amortization of intangibles
|
|
787
|
|
|
687
|
|
|
2,930
|
|
|
2,833
|
|
||||
Loss on impairment
|
|
—
|
|
|
—
|
|
|
113
|
|
|
—
|
|
||||
Interest (income)/expense, net
|
|
(48
|
)
|
|
1,096
|
|
|
1,612
|
|
|
4,876
|
|
||||
Non-cash interest expense
|
|
2,515
|
|
|
2,211
|
|
|
9,586
|
|
|
8,428
|
|
||||
(Benefit)/provision for income taxes
|
|
(215
|
)
|
|
219
|
|
|
(85
|
)
|
|
287
|
|
||||
EBITDA
|
|
(2,635
|
)
|
|
(951
|
)
|
|
676
|
|
|
5,385
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Inventory step-up, related to acquisition
|
|
—
|
|
|
—
|
|
|
—
|
|
|
530
|
|
||||
Foreign currency exchange (gain)/loss
|
|
(1,074
|
)
|
|
2,231
|
|
|
(7,719
|
)
|
|
936
|
|
||||
Non-cash stock-based compensation expense
|
|
868
|
|
|
744
|
|
|
3,295
|
|
|
2,999
|
|
||||
Adjusted EBITDA
|
|
(2,841
|
)
|
|
2,024
|
|
|
(3,748
|
)
|
|
9,850
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Product development and research expenses
|
|
5,878
|
|
|
4,644
|
|
|
19,265
|
|
|
17,140
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Adjusted EBITDA, before Product development and research expenses
|
|
$
|
3,037
|
|
|
$
|
6,668
|
|
|
$
|
15,517
|
|
|
$
|
26,990
|
|
|
Three months ended December 31,
|
|
Year ended December 31,
|
||||||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
|
|
|
|
|
|
|
|
||||||||
Net loss
|
$
|
(6,121
|
)
|
|
$
|
(5,431
|
)
|
|
$
|
(15,191
|
)
|
|
$
|
(11,985
|
)
|
|
|
|
|
|
|
|
|
||||||||
Non-cash interest expense
|
2,515
|
|
|
2,211
|
|
|
9,586
|
|
|
8,428
|
|
||||
(Benefit)/provision for income taxes
|
(215
|
)
|
|
219
|
|
|
(85
|
)
|
|
287
|
|
||||
Amortization of intangibles
|
787
|
|
|
687
|
|
|
2,930
|
|
|
2,833
|
|
||||
Loss on impairment
|
—
|
|
|
—
|
|
|
113
|
|
|
—
|
|
||||
Inventory step-up, related to acquisition
|
—
|
|
|
—
|
|
|
—
|
|
|
530
|
|
||||
Foreign currency exchange (gain)/loss
|
(1,074
|
)
|
|
2,231
|
|
|
(7,719
|
)
|
|
936
|
|
||||
Non-cash stock-based compensation expense
|
868
|
|
|
744
|
|
|
3,295
|
|
|
2,999
|
|
||||
Adjusted net (loss) income
|
$
|
(3,240
|
)
|
|
$
|
661
|
|
|
$
|
(7,071
|
)
|
|
$
|
4,028
|
|
|
|
|
|
|
|
|
|
||||||||
Non-GAAP adjusted net (loss) income per diluted share
|
$
|
(0.06
|
)
|
|
$
|
0.01
|
|
|
$
|
(0.13
|
)
|
|
$
|
0.08
|
|