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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

 

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

The Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): August 3, 2016

 

 

Sucampo Pharmaceuticals, Inc.

(Exact name of registrant as specified in its charter)

 

Delaware 001-33609 30-0520478
(State or other jurisdiction
of incorporation)		 (Commission File Number) (IRS Employer
Identification No.)

 

805 King Farm Blvd, Suite 550

Rockville, Maryland 20850

(Address of principal executive offices, including zip code)

 

(301) 961-3400

(Registrant’s telephone number, including area code)

 

N/A

(Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[  ] 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))

 

 

 

 

 

Item 2.02. Results of Operations and Financial Condition

 

On August 3, 2016, Sucampo Pharmaceuticals, Inc. (“the Company”) announced its consolidated financial results for the second quarter ended June 30, 2016. The full text of the press release issued in connection with the announcement is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

 

The information in this Item 2.02 and Exhibit 99.1 to this Form 8-K shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and is not incorporated by reference into any of the Company’s filings under the Securities Act of 1933, as amended, or the Exchange Act, whether made before or after the date hereof, except as shall be expressly set forth by specific reference in any such filing.

 

 

Item 7.01 Regulation FD Disclosure.

 

On August 3, 2016, the Company will host a conference call with investors to discuss the Company's financial and operating results for the second quarter ended June 30, 2016. The conference call including slides will be made available to the public via conference call and webcast. The slides from the presentation are being furnished as Exhibit 99.2 to this Current Report on Form 8-K.

 

The information in this Item 7.01 and Exhibit 99.2 to this Form 8-K shall not be deemed “filed” for purposes of Section 18 of the Exchange Act or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act or the Exchange Act, except as expressly set forth by specific reference in such a filing.

 

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits

 

The following exhibits relating to Item 2.02 and Item 7.01 shall be deemed to be furnished, and not filed:

 

  99.1  Press Release issued by the Company on August 3, 2016.
  99.2 The corporate update presentation slides dated August 3, 2016.

 

 

 

 

 

SIGNATURE

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.

 

 

SUCAMPO PHARMACEUTICALS, INC.

 

Date:  August 3, 2016 By:   /s/  Andrew P. Smith
  Name:  Andrew P. Smith
  Title: Chief Financial Officer

 

 

 

 

 

 

 

EdgarFiling

EXHIBIT 99.1

Sucampo Reports Second Quarter 2016 Financial Results

Results Driven by 49% Growth in Revenue

Adjusted EPS Growth of 10%

Company Reiterates 2016 Guidance

Company to Host Conference Call Today at 8:30 a.m. ET

ROCKVILLE, Md., Aug. 03, 2016 (GLOBE NEWSWIRE) -- Sucampo Pharmaceuticals, Inc. (Sucampo) (NASDAQ:SCMP), a global biopharmaceutical company, today reported consolidated financial results for the second quarter ended June 30, 2016.

Summary of ResultsQ2-16% Increase / (Decrease)
over Q2-15
Revenue$52.0M 49%
Net Loss GAAP($0.8M) (109%)
EPS GAAP – diluted($0.02) (109%)
EBITDA$20.5M 75%
Adjusted Net Income$10.0M 2%
Adjusted EPS – diluted$0.23  10%
Adjusted EBITDA$24.9M 68%
 

“Our strong second quarter results demonstrate the continued growth of AMITIZA and the sustained significant benefit derived from our acquisition of R-Tech Ueno,” said Peter Greenleaf, Chairman and Chief Executive Officer of Sucampo.  “As we look to the second half of the year, we will continue our focus on AMITIZA growth and focus our pipeline efforts on our life cycle management programs for lubiprostone, our partnership with Cancer Prevention Pharmaceuticals regarding its Phase 3 familial adenomatous polyposis program, and continuing to evolve our company through business development.”

For the three months ended June 30, 2016, Sucampo reported year-over-year total revenue growth of 49% to $52.0 million.  Product sales revenue increased to $28.4 million, representing 96% year-over-year growth, and product royalty revenue grew 16% year-over-year to $18.7 million.Revenue for the quarter included an additional $13.8 million as a result of the R-Tech Ueno acquisition. Excluding this additional revenue from the acquisition, base revenue grew by 9%.

Sucampo reported a GAAP net loss of $0.8 million, or ($0.02) per diluted share during the second quarter of 2016 compared to net income of $9.6 million, or $0.21 per diluted share, during the second quarter of 2015, a decrease of 109% and 109% respectively.  On an adjusted basis, Sucampo reported net income of $10.0 million, or $0.23 per diluted share, during the second quarter of 2016, compared to net income of $9.8 million, or $0.21 per diluted shares, during the second quarter of 2015, an increase year-over-year of 2% and 10% respectively.

Second Quarter 2016 Operational Review

AMITIZA

United States

Global Markets

Corporate

Research and Development

Second Quarter 2016 Financial Review

Certain prior year non-GAAP amounts have been reclassified for consistency with the current period- adjusted presentation. These reclassifications had no effect on the reported results of operations. A reconciliation of adjusted Net Income to GAAP Net Income and adjusted EBITDA to income from operations, the most directly comparable GAAP financial measure, is included in the tables below.

Consolidated Statements of Operations and Comprehensive Income  (unaudited)
(in thousands, except per share data)Three months ended June 30,
 2016 2015
Adjusted Non-GAAP Income  
GAAP net income (832) 9,576 
Amortization Intangibles 6,329  - 
Amortization Inventory Step Up 6,303  - 
Restructuring Costs 1,504  - 
Acquisition Related Expenses 1,105  278 
Amortization of Financing Costs 889  - 
Tax Effect of Adjustments (5,347) (92)
Adjusted Net Income 9,951  9,762 
   
Adjusted Net Income Per Share:  
Diluted$0.23 $0.21 
   
  
  2016 2015
EBITDA  
GAAP Income from Operations 7,620  11,580 
Depreciation 205  129 
Amortization of Acquired Intangibles 6,329  - 
Amortization Inventory Step Up 6,303  - 
EBITDA 20,458  11,709 
   
Non-GAAP Adjustments  
Share Based Compensation Expense 1,783  2,820 
Restructuring Costs 1,504  - 
Acquisition Related Expenses 1,105  278 
Adjusted EBITDA 24,850  14,807 
 

Cash, Cash Equivalents, Restricted Cash and Marketable Securities

At June 30, 2016, cash, cash equivalents, restricted cash and investments were $154.9 million compared to $163.5 million at December 31, 2015. This change is primarily due to the investment in CPP of $5.0 million and the associated option payment of $3.0 million made in January 2016.  At June 30, 2016 and December 31, 2015, notes payable were $224.1 million and $252.4 million, respectively, including current portions of $21.7 million and $39.1 million, respectively. The change in the overall note payable balance is due to debt repayments made during 2016. Sucampo’s net debt position at June 30, 2016 is $69.2 million, compared to $88.9 million at December 31, 2015.

Geographic Sales

Company revenues by product type and geographic location for the three months ended June 30, 2016 and 2015 were as follows

  Three months ended June 30, 2016 Three months ended June 30, 2015
(In thousands) USA Japan Total USA Japan Total
             
AMITIZA Product sales   12,375   14,626   27,001   -   14,500   14,500
AMITIZA Royalty   18,735   -   18,735   16,136   -   16,136
Rescula Product Sales   2   1,385   1,387   -   11   11
Total   31,112   16,011   47,123   16,136   14,511   30,647
 

Guidance

Sucampo today reiterated its earnings guidance for the full year ending December 31, 2016. Sucampo expects total revenue of $195.0 million to $205.0 million, adjusted net income of $45.0 million to $50.0 million, adjusted EPS of $0.97 to $1.07, and adjusted EBITDA of $100.0 million to $105.0 million. Adjusted net income guidance excludes amortization of acquired intangibles of approximately $17.6 million and amortization of the remaining inventory step-up costs of approximately $8.9 million.

Non-GAAP Financial Measures

This press release contains non-GAAP earnings as listed in the first table above, which is GAAP net income before interest, tax, depreciation, amortization, stock option expense and intangible impairment. Sucampo believes that this non-GAAP measure of financial results provides useful information to management and investors relating to its results of operations. Sucampo's management uses this non-GAAP measure to compare Sucampo's performance to that of prior periods for trend analyses, and for budgeting and planning purposes, as management believes this provides a more comparable measure of our continuing business, as it adjusts for special items that are not reflective of the normal earnings of our business. Sucampo believes that the use of non-GAAP financial measures provides an additional tool for investors to use in evaluating ongoing operating results and trends and in comparing the Sucampo's financial measures with other companies in its industry, many of which present similar non-GAAP financial measures to investors, and that it allows for greater transparency with respect to key metrics used by management in its financial and operational decision-making.

Adjusted EBITDA provides us with an understanding of one aspect of earnings before the impact of investing and financing charges, income taxes and special items.  Adjusted EBITDA may be useful to an investor in evaluating our operating performance and liquidity because this measure is widely used by investors to measure a company’s operating performance without regard to items excluded from the calculation of such measure, which can vary substantially from company to company.  In addition, this is a financial measure that is used by rating agencies, lenders and other parties to evaluate credit worthiness.  Finally, this measure is used by management for various purposes, including as a measure of performance of our operating entities and as a basis for strategic planning and forecasting.

Management of the company does not consider non-GAAP measures in isolation or as an alternative to financial measures determined in accordance with GAAP. The principal limitation of non-GAAP financial measures is that they exclude significant expenses that are required by GAAP to be recorded in the Sucampo's financial statements. In order to compensate for these limitations, management presents non-GAAP financial measures together with GAAP results. Non-GAAP measures should be considered in addition to results and guidance prepared in accordance with GAAP, but should not be considered a substitute for, or superior to, GAAP results. Reconciliation tables of the most comparable GAAP financial measure to the non-GAAP financial measure used in this press release are included with the financial tables at the end of this release. Sucampo urges investors to review the reconciliation and not to rely on any single financial measure to evaluate the Sucampo's business. In addition, other companies, including companies in our industry, may calculate similarly named non-GAAP measures differently than we do, which limits their usefulness in comparing our financial results with theirs.

Company to Host Conference Call Today

Sucampo will host a conference call and webcast today, Wednesday, August 3rd at 8:30 am ET.
Conference call and Webcast participation details are as follows:
Dial-in number: 888-636-8238 (domestic) or 484-747-6635 (international)
Passcode: 49003599
Webcast link: http://www.sucampo.com/investors/events-presentations/

Conference call replay:
Dates: Starting at 11:30 AM ET, August 3rd, 2016 a replay of the teleconference and webcast will be available
Dial-in number: 855-859-2056 (domestic) or 404-537-3406 (international)
Passcode: 49003599
Webcast link: http://www.sucampo.com/investors/events-presentations/; then click ‘Archived Events’

About AMITIZA® (lubiprostone)

AMITIZA (lubiprostone) is a chloride channel activator that acts locally in the small intestine. By increasing intestinal fluid secretion, lubiprostone increases motility in the intestine, thereby facilitating the passage of stool and alleviating symptoms associated with CIC. Lubiprostone, via activation of apical CIC-2 channels in intestinal epithelial cells, bypasses the antisecretory action of opiates that results from suppression of secretomotor neuron excitability. Activation of CIC-2 by lubiprostone has also been shown to stimulate recovery of mucosal barrier function and reduce intestinal permeability via the restoration of tight junction protein complexes in ex vivo studies of ischemic porcine intestine.

AMITIZA (24 mcg twice daily) is indicated in the U.S. for the treatment of adults with CIC and opioid-induced constipation (OIC) with chronic, non-cancer pain. AMITIZA (8 mcg twice daily) is also approved in the U.S. for irritable bowel syndrome with constipation (IBS-C) in women 18 years of age and older. In Japan, AMITIZA (24 mcg twice daily) is indicated for the treatment of chronic constipation (excluding constipation caused by organic diseases). In Canada, AMITIZA (24 mcg twice daily) is indicated for the treatment of CIC in adults. In the U.K., AMITIZA (24 mcg twice daily) is indicated for the treatment of CIC and associated symptoms in adults, when response to diet and other non-pharmacological measures (e.g. educational measures, physical activity) are inappropriate. In Switzerland, AMITIZA (24 mcg twice daily) is indicated for the treatment of CIC in adults and for the treatment of OIC and associated signs and symptoms such as stool consistency, straining, constipation severity, abdominal discomfort, and abdominal bloating in adults with chronic, non-cancer pain. The efficacy of AMITIZA for the treatment of OIC in patients taking opioids of the diphenylheptane class, such as methadone, has not been established.

About RESCULA®

Unoprostone isopropyl 0.12% (trade named RESCULA) first received marketing authorization in 1994 in Japan for the treatment of glaucoma and ocular hypertension.  RESCULA is marketed in Japan by Santen Pharmaceutical Co., Ltd. (Santen).  We acquired RESCULA as part of the acquisition of R-Tech Ueno in 2015.

About Sucampo Pharmaceuticals, Inc.

Sucampo Pharmaceuticals, Inc. is focused on the development and commercialization of medicines that meet major unmet medical needs of patients worldwide. Sucampo has two marketed products – AMITIZA, its lead product, and RESCULA – and a pipeline of product candidates in clinical development. A global company, Sucampo is headquartered in Rockville, Maryland, and has operations in Japan, Switzerland and the U.K. For more information, please visit www.sucampo.com.

The Sucampo logo and the tagline, The Science of Innovation, are registered trademarks of Sucampo AG. AMITIZA is a registered trademark of Sucampo AG.

Follow us on Twitter (@Sucampo_Pharma). Follow us on LinkedIn (Sucampo Pharmaceuticals).

Twitter   LinkedIn

Sucampo Forward-Looking Statement

This press release contains "forward-looking statements" as that term is defined in the Private Securities Litigation Reform Act of 1995. These statements are based on management's current expectations and involve risks and uncertainties, which may cause results to differ materially from those set forth in the statements. The forward-looking statements may include statements regarding product development, and other statements that are not historical facts. The following factors, among others, could cause actual results to differ from those set forth in the forward-looking statements: the impact of pharmaceutical industry regulation and health care legislation; Sucampo's ability to accurately predict future market conditions; dependence on the effectiveness of Sucampo's patents and other protections for innovative products; the effects of competitive products on Sucampo’s products; and the exposure to litigation and/or regulatory actions.

No forward-looking statement can be guaranteed and actual results may differ materially from those projected. Sucampo undertakes no obligation to publicly update any forward-looking statement, whether as a result of new information, future events, or otherwise. Forward-looking statements in this press release should be evaluated together with the many uncertainties that affect Sucampo's business, particularly those mentioned in the risk factors and cautionary statements in Sucampo's most recent Form 10-K as filed with the Securities and Exchange Commission on March 11, 2016, as amended, as well as its filings with the Securities and Exchange Commission on Forms 8-K and 10-Q since the filing of the Form 10-K, all of which Sucampo incorporates by reference.

Sucampo Pharmaceuticals, Inc.
Consolidated Statements of Operations and Comprehensive Income (Loss) (unaudited) 
(in thousands, except per share data)
 Three Months Ended June 30, Six Months Ended June 30,
 2016 2015 2016 2015
Revenues:       
Product royalty revenue$  18,735  $  16,136  $  35,451  $  31,881 
Product sales revenue   28,389     14,511     54,984     25,656 
Research and development revenue   3,369     2,409     6,799     4,754 
Contract and collaboration revenue   1,458     1,828     1,925     2,073 
Total revenues   51,951     34,884     99,159     64,364 
        
Costs and expenses:       
Costs of goods sold   20,354     7,260     43,692     13,370 
Research and development   10,933     7,124     25,604     13,917 
General and administrative   12,423     8,328     21,350     14,611 
Selling and marketing   623     592     1,398     1,232 
Total costs and expenses   44,333     23,304     92,044     43,130 
        
Income (loss) from operations   7,618     11,580     7,115     21,234 
Non-operating income (expense):       
Interest income   10     53     35     93 
Interest expense   (5,972)    (265)    (12,242)    (541)
Other income (expense), net   (2,539)    2,063     (2,886)    1,860 
Total non-operating expense, net   (8,501)    1,851     (15,093)    1,412 
        
Income (loss) before income taxes   (883)    13,431     (7,978)    22,646 
Income tax benefit (provision)   51     (3,855)    3,089     (6,662)
Net income (loss)$  (832) $  9,576  $  (4,889) $  15,984 
        
Net income (loss) per share:       
Basic$  (0.02) $  0.21  $  (0.11) $  0.36 
Diluted$  (0.02) $  0.21  $  (0.11) $  0.35 
Weighted average common shares outstanding:       
Basic   42,759     44,627     42,649     44,497 
Diluted   42,759     46,199     42,649     46,046 
        
Comprehensive income (loss):       
Net income (loss)$  (832) $  9,576  $  (4,889) $  15,984 
Other comprehensive income (expense):       
Unrealized gain (loss) on pension benefit obligation   33     (12)    25     (19)
Unrealized gain (loss) on investments, net of tax effect   -      18     -      12 
Foreign currency translation gain (loss)   20,700     (337)    36,255     (162)
Comprehensive income (loss)$  19,901  $  9,245  $  31,391  $  15,815 
 


Sucampo Pharmaceuticals, Inc.
Consolidated Balance Sheets (unaudited)
(in thousands, except share and per share data)
 June 30,  December 31,
 2016 2015
ASSETS   
Current assets:   
Cash and cash equivalents$127,981  $108,284 
Product royalties receivable   18,744     22,792 
Accounts receivable, net   18,167     22,759 
Restricted cash   26,916     55,218 
Inventories   21,570     33,121 
Prepaid expenses and other current assets   24,324     9,186 
Total current assets 237,702   251,360 
Property and equipment, net   6,340     6,393 
Intangible assets 139,347   130,315 
Goodwill   71,839     60,937 
In-process research and development   7,228     6,171 
Deferred charge, non-current   1,400     1,400 
Convertible note receivable   5,118     -  
Other assets   770     605 
Total assets$469,744  $457,181 
    
LIABILITIES AND STOCKHOLDERS' EQUITY   
Current liabilities:   
Accounts payable$  6,166  $  11,213 
Accrued expenses   13,298     10,886 
Collaboration obligation   3,797     5,623 
Income tax payable   6,274     6,507 
Notes payable, current   21,679     39,083 
Other current liabilities   4,421     14,815 
Total current liabilities   55,635     88,127 
    
Notes payable, non-current 202,410   213,277 
Deferred revenue, non-current   937     1,088 
Deferred tax liability, net   68,570     52,497 
Other liabilities   18,428     15,743 
Total liabilities 345,980   370,732 
    
    
Preferred stock, $0.01 par value; 5,000,000 shares authorized at June 30, 2016  and December 31, 2015; no shares issued and outstanding at June 30, 2016 and December 31, 2015   -      -  
Class A common stock, $0.01 par value; 270,000,000 shares authorized at June 30, 2016 and December 31, 2015; 45,820,058 and 45,509,150 shares issued and outstanding at June 30, 2016 and December 31, 2015, respectively 458   455 
Class B common stock, $0.01 par value; 75,000,000 shares authorized at June 30, 2016 and December 31, 2015; no shares issued and outstanding at June 30, 2016 and December 31, 2015   -      -  
Additional paid-in capital 105,133     99,212 
Accumulated other comprehensive income   49,692     13,412 
Treasury stock, at cost; 3,009,942 shares at June 30, 2016 and December 31, 2015 (46,269)    (46,269)
Retained earnings   14,750     19,639 
Total stockholders' equity 123,764   86,449 
Total liabilities and stockholders' equity$469,744  $457,181 
    


Contact:
Sucampo Pharmaceuticals, Inc.
Silvia Taylor
Senior Vice President, Investor Relations and Corporate Affairs
1-240-223-3718
staylor@sucampo.com

EXHIBIT 99.2