8-K

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): November 2, 2017

 

 

JUNIPER PHARMACEUTICALS, INC.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   001-10352   59-2758596

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(I.R.S. Employer

Identification No.)

 

33 Arch Street

Suite 3110

Boston, Massachusetts

  02110
(Address of principal executive offices)   (Zip Code)

Registrant’s telephone number, including area code: (617) 639-1500

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934. Emerging Growth Company  ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

 

 

 


Item 2.02. Results of Operation and Financial Condition

On November 2, 2017, Juniper Pharmaceuticals, Inc. (the “Company”), issued a press release announcing the financial results for the three-month period ended September 30, 2017, entitled “Juniper Pharmaceuticals Reports Third Quarter 2017 Financial and Operating Results” (the “Press Release”). A copy of the Press Release is furnished as Exhibit 99.1 hereto and is incorporated herein by reference.

The information contained in this Item 2.02 of the Current Report on Form 8-K and Exhibit 99.1, shall not be deemed filed for the purposes of Section 18 of the United State Securities Exchange Act of 1934, as amended, or otherwise subject to the liability of Section 18. Furthermore, such information shall not be deemed incorporated by reference into any registration statement or any other filing under the United States Securities Act of 1933, as amended, except as shall be expressly set forth by specific references in such filings.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits

 

Exhibit
No.
  

Description

99.1    Press Release dated November 2, 2017, entitled “Juniper Pharmaceuticals Reports Third Quarter 2017 Financial and Operating Results”, furnished herewith.


EXHIBIT INDEX

 

Exhibit
No.
  

Description

99.1    Press Release dated November 2, 2017, entitled “Juniper Pharmaceuticals Reports Third Quarter 2017 Financial and Operating Results”, furnished herewith.


Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

JUNIPER PHARMACEUTICALS, INC.
By:   /s/ Jeffrey E. Young
Name:   Jeffrey E. Young
Title:   Senior Vice President, Finance, Chief Financial Officer and Treasurer

Date: November 2, 2017

EX-99.1

Exhibit 99.1

 

LOGO

Juniper Pharmaceuticals Reports Third Quarter 2017

Financial and Operating Results

CRINONE® Revenues Increased 19% and Juniper Pharma Services

Revenues Increased 38% Year-over-Year

Implemented Strategic Reprioritization

BOSTON, November 2, 2017 — Juniper Pharmaceuticals (Nasdaq:JNP), a diversified healthcare company focused on women’s health, today announced financial results for the three-month period ended September 30, 2017. Cash and cash equivalents were $22.1 million at September 30, 2017, an increase of 3% from June 30, 2017.

“During the third quarter, we delivered robust revenue growth for our core businesses, CRINONE® and Juniper Pharma Services (JPS), which resulted in positive cash flow for the quarter. Our third quarter G&A expense has decreased to align closer to 2016 expenses,” said Alicia Secor, Chief Executive Officer. “The strength in our core businesses provide a solid financial foundation and represents a key near-term growth driver for Juniper. We will continue to focus our resources in 2018 to maintain this momentum and drive further growth in these businesses.”

Corporate Update

 

    Juniper Pharma Services achieved record revenues this quarter, reflecting the continued expansion of customers and service offerings.
    Active discussions with partner Merck KGaA to extend the CRINONE® Progesterone Gel agreement are progressing, and the expansion of this relationship remains a strategic priority for the Company.
    IND-enabling preclinical studies were initiated this quarter, and results from these studies for Juniper’s IVR formulations, JNP-0101, JNP-0201 and JNP-0301, remain on track for topline preclinical data by the end of 2017. At the completion of the in vivo preclinical studies, the Company may decide to further develop JNP-0201, a combination of Estradiol plus natural progesterone IVR, for hormone replacement therapy (HRT) to address symptoms of menopause.


    Partnering opportunities will be explored for JNP-0101, the oxybutynin IVR for the treatment of overactive bladder (OAB), and JNP-0301, a natural progesterone IVR for the prevention of pre-term birth (PTB) in women with a short cervical length at mid-pregnancy.
    Jennifer Good was appointed to the Juniper Board of Directors, and will serve as a member of both the Audit and Compensation Committees. Ms. Good brings to the board proven executive operational experience and financial leadership.

Third Quarter Financial Results

“We continued to see strong year-over-year growth in our core business during the third quarter of 2017,” said Jeff Young, Chief Financial Officer at Juniper. “CRINONE® product revenues were up 19%, and revenues from Juniper Pharma Services grew 38%, compared to the third quarter of 2016.”

Third quarter total revenues increased 12% to $13.0 million, compared with $11.6 million for the prior year quarter.

Product revenues increased by $1.3 million to $8.4 million, driven by continued in-market growth and new market sales of CRINONE® by Merck KGaA, Darmstadt, Germany.

Service revenues from Juniper Pharma Services were $4.6 million, an increase of $1.3 million, or 38%, versus the third quarter of last year, driven by new and existing customer growth.

Gross profit decreased to $5.3 million as compared to $5.9 million in the quarter ended September 30, 2016. Excluding the impact of royalty revenue from the prior period, the gross profit for the quarter ended September 30, 2016 would have been $4.7 million.

Total operating expenses were $6.8 million in the third quarter of 2017, a $1.1 million increase as compared to the prior year period. This increase was primarily driven by the approximately $0.8 million restructuring charge recorded in September related to the Company’s reprioritization efforts.


Juniper’s net loss was $1.4 million, or $(0.13) per diluted share, in the third quarter of 2017, compared to a net income of $0.2 million, or $0.2 per diluted share, in the third quarter of 2016.

Liquidity

Cash and cash equivalents were $22.1 million as of September 30, 2017, versus $21.5 million at June 30, 2017.

Conference Call

As previously announced, Juniper’s management team will hold a conference call to discuss financial results for the second quarter ended September 30, 2017, as follows:

 

Date:    November 2, 2017
Time:    4:30 p.m. ET
Dial-in numbers:      

Toll free: (866) 374-4635 (U.S.), (855) 669-9657 (Canada),

or International: (412) 902-4218

Webcast (live and archive): www.juniperpharma.com, under “Investors” or click here.

The teleconference replay will be available approximately one hour after completion through Thursday, November 9, 2017, at (877) 344-7529 (U.S.), (855) 669-9658 (Canada) or (412) 317-0088 (International). The replay access code is 10113476.

The archived webcast will be available for one year via the aforementioned URLs.

About Juniper Pharmaceuticals

Juniper Pharmaceuticals, Inc. core businesses include its CRINONE® (progesterone gel) franchise and Juniper Pharma Services, which provides high-end fee-for-service pharmaceutical development and clinical trials manufacturing to clients. The Company is also leveraging its differentiated intravaginal ring technology, which offers the potential to address unmet needs in women’s health. Please visit www.juniperpharma.com for more information.

Juniper Pharmaceuticals™ is a trademark of Juniper Pharmaceuticals, Inc., in the U.S. and EU.


CRINONE® is a registered trademark of Merck KGaA, Darmstadt, Germany, outside the U.S. and of Allergan plc in the U.S.

Forward Looking Statements

This press release contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, including statements relating to the corporate reprioritization, reduction in force and restructuring charges, the potential cost savings resulting from these changes and the ability to achieve at least a cash flow neutral position in 2018, the timing of an IND for JNP-201, the potential to partner Juniper’s other product candidates, the potential to complete a contract extension under Juniper’s CRINONE® supply contract with Merck, the ability to continue to grow the JPS business, the strength of Juniper’s core business, product candidates and future results. Management believes that these forward-looking statements are reasonable as and when made. However, such forward-looking statements involve known and unknown risks, uncertainties, and other factors that may cause actual results to differ materially from those projected in the forward-looking statements. These risks and uncertainties include, but are not limited to: risks associated with potential employee retention challenges following our restructuring; risks associated with the drug development process generally, including the outcomes of planned clinical trials and the regulatory review process; the risk that the results of previously conducted studies involving our product candidates will not be repeated or observed in ongoing or future studies or following commercial launch, if such product candidates are approved; risks associated with obtaining, maintaining and protecting intellectual property; risks associated with Juniper Pharmaceuticals’ ability to enforce its patents against infringers and defend its patent portfolio against challenges from third parties; the risk of competition from currently approved therapies and from other companies developing products for similar uses; risk associated with Juniper Pharmaceuticals’ ability to manage operating expenses and/or obtain additional funding to support its business activities; and risks associated with Juniper Pharmaceuticals’ dependence on third parties, particularly with respect to JPS and CRINONE®. For a discussion of certain risks and uncertainties associated with Juniper Pharmaceuticals’ forward-looking statements, please review the Company’s reports filed with the SEC, including, but not limited to, its Annual Report on Form 10-K for the period ended December 31, 2016 and subsequent filings with the SEC. Readers are cautioned not to place undue reliance on these forward-looking


statements, which speak only as of the date on which they are made. These statements are based on management’s current expectations and Juniper Pharmaceuticals does not undertake any responsibility to revise or update any forward-looking statements contained herein, except as expressly required by law.

Investor Contact:

Argot Partners

Laura Perry or Heather Savelle

212-600-1902

laura@argotpartners.com

heather@argotpartners.com

To receive Juniper’s press releases, SEC filings or calendar alerts by email click here.

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JUNIPER PHARMACEUTICALS, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)

(In thousands)

 

     September 30,
2017
     December 31,
2016
 

Assets:

     

Cash and cash equivalents

   $ 22,106      $ 20,994  

Accounts receivable, net

     6,521        6,573  

Inventories

     5,897        5,621  

Prepaid expenses and other current assets

     2,152        1,539  
  

 

 

    

 

 

 

Total current assets

     36,676        34,727  

Property and equipment, net

     15,127        13,366  

Intangible assets, net

     817        969  

Goodwill

     9,056        8,342  

Other assets

     79        167  
  

 

 

    

 

 

 

Total Assets

   $ 61,755      $ 57,571  
  

 

 

    

 

 

 
     

Liabilities, contingently redeemable preferred stock, and stockholders’ equity:

     

Accounts payable

   $ 4,607      $ 3,893  

Accrued expenses and other

     5,739        5,271  

Deferred revenue

     7,444        5,624  

Current portion of long-term debt

     535        204  
  

 

 

    

 

 

 

Total current liabilities

     18,325        14,992  

Long-term debt, net of current portion

     3,369        2,203  

Other noncurrent liabilities

     148        56  
  

 

 

    

 

 

 

Total Liabilities

     21,842        17,251  

Commitments and Contingencies

     

Series C preferred stock

     —          550  

Total stockholders’ equity

     39,913        39,770  
  

 

 

    

 

 

 

Total liabilities, contingently redeemable preferred stock, and stockholders’ equity

   $ 61,755      $ 57,571  
  

 

 

    

 

 

 


JUNIPER PHARMACEUTICALS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

(In thousands, except per share data)

 

     Three Months Ended September 30,     Nine Months Ended September 30,  
             2017                     2016                     2017                     2016          

Revenues

        

Product revenues

   $ 8,389     $ 7,057     $ 25,684     $ 20,716  

Service revenues

     4,597       3,337       12,505       9,964  

Royalties

     —         1,162       —         2,963  
  

 

 

   

 

 

   

 

 

   

 

 

 

Total net revenues

     12,986       11,556       38,189       33,643  

Cost of product revenues

     5,160       3,683       14,776       11,892  

Cost of service revenues

     2,559       2,022       7,149       6,630  
  

 

 

   

 

 

   

 

 

   

 

 

 

Total cost of revenues

     7,719       5,705       21,925       18,522  

Gross profit

     5,267       5,851       16,264       15,121  

Operating expenses

        

Sales and marketing

     517       259       1,306       910  

Research and development

     2,291       2,304       5,285       8,234  

General and administrative

     3,238       3,111       12,263       9,815  

Restructuring charge

     756       —         756       —    
  

 

 

   

 

 

   

 

 

   

 

 

 

Total operating expenses

     6,802       5,674       19,610       18,959  

Loss from operations

     (1,535     177       (3,346     (3,838

Interest expense, net

     (47     (24     (105     (74

Other income, net

     127       90       179       296  
  

 

 

   

 

 

   

 

 

   

 

 

 

(Loss) income before income taxes

     (1,455     243       (3,272     (3,616

Income tax (benefit) expense

     (45     (5     (45     47  

Net loss (income)

   $ (1,410   $ 248     $ (3,227   $ (3,663
  

 

 

   

 

 

   

 

 

   

 

 

 

Diluted net (loss) income per share

   $ (0.13   $ 0.02     $ (0.26   $ (0.34
  

 

 

   

 

 

   

 

 

   

 

 

 

Diluted weighted average shares outstanding

     10,844       11,060       10,817       10,791  
  

 

 

   

 

 

   

 

 

   

 

 

 

Basic net (loss) income per share

   $ (0.13   $ 0.02     $ (0.26   $ (0.34
  

 

 

   

 

 

   

 

 

   

 

 

 

Basic weighted average shares outstanding

     10,844       10,799       10,817       10,791