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

Sucampo Pharmaceuticals, Inc.

(Exact Name of Registrant as Specified in Charter)

Delaware		001-33609		13-3929237
(State or Other Juris-		(Commission		(IRS Employer
diction of Incorporation		File Number)		Identification No.)
4520 East West Highway, Suite 300
Bethesda, Maryland				20814
(Address of Principal Executive Offices)				(Zip Code)

Registrant’s telephone number, including area code: (301) 961-3000

(Former Name or Former Address, if Changed Since Last Report)

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

	o		Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
	o		Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
	o		Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
	o		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 14, 2007, Sucampo Pharmaceuticals, Inc. announced its financial results for the quarter ended June 30, 2007. 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 Form 8-K (including Exhibit 99.1) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (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 of 1933 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 exhibit relating to Item 2.02 shall be deemed to be furnished, and not filed:

99.1

Press Release issued by the registrant on August 14, 2007.

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.

EXHIBIT INDEX

Exhibit No.		Description
99.1		Press release issued by the registrant on August 14, 2007

Exhibit 99.1

Ronald Kaiser		or		Scott Solomon
Chief Financial Officer				Vice President
Sucampo Pharmaceuticals, Inc.				Sharon Merrill Associates, Inc.
301-961-3400				617-542-5300
rkaiser@sucampo.com				scmp@investorrelations.com

Sucampo Pharmaceuticals Reports Financial Results
for the Second Quarter of 2007

Bethesda, Maryland, August 14, 2007 — Sucampo Pharmaceuticals, Inc. (NASDAQ: SCMP) today reported its consolidated financial results for the quarter and six months ended June 30, 2007. Net income was $13.9 million, or $0.39 per diluted share, for the second quarter of 2007, compared with net income of $3.5 million, or $0.10 per diluted share, for the comparable period a year earlier. Net income for the quarter ended June 30, 2007 reflected the effects of a tax provision of $7.5 million; there was no tax provision for the quarter ended June 30, 2006.

For the three months ended June 30, 2007, product royalty revenue, which relates to sales of AMITIZA^® (lubiprostone, 24 mcg), was $9.6 million, an increase of 113% over the product royalty revenue in the second quarter of 2006, which included initial stocking orders for AMITIZA following its launch in April 2006. The second quarter 2007 product royalty revenue of $9.6 million also represents a 314% increase over the product royalty revenue of $2.3 million in the quarter ended March 31, 2007, reflecting an increase in product demand following the recent withdrawal of Zelnorm^® from the U.S. market by Novartis. AMITIZA was approved by the U.S. Food and Drug Administration (FDA) in January 2006 for the treatment of Chronic Idiopathic Constipation in adults.

Total revenue in the second quarter of 2007 was $48.9 million, as compared with $15.4 million in the same period of 2006. Second quarter 2007 revenue included research and development revenue of $38.1 million, as compared with $9.7 million in the same period of 2006. In June 2007, Sucampo submitted a supplemental New Drug Application (sNDA) seeking U.S. marketing approval for a lower strength of lubiprostone (8 mcg) as a treatment for patients with irritable bowel syndrome with constipation ( IBS-C), a disease that affects nearly one third of the estimated 58 million Americans who suffer from IBS. As a result of this filing, Sucampo recorded research and development revenue of $30.0 million in the second quarter of 2007 for a milestone payment earned pursuant to Sucampo’s collaboration and license agreement with Takeda Pharmaceutical Company Limited, the Japanese parent company of Takeda Pharmaceuticals North America, Inc., which is co-marketing AMITIZA for the treatment of Chronic Idiopathic Constipation in the United States.

Sucampo completed its initial public offering (IPO) of Class A common stock on August 2, 2007. The IPO generated net proceeds for Sucampo after expenses and fees of approximately $28.4 million. In connection with the offering, all outstanding preferred stock was converted automatically into Class A common stock.

Operating expenses in the second quarter of 2007 were $28.1 million, as compared with $12.7 million for the same period of 2006. The increase reflected a one-time $10.2 million expense recorded in the second quarter of 2007 related to cash and stock awards to the Company’s founders. The final value of these awards, which were settled immediately following the IPO, was adjusted because the per share offering price in the IPO was less than the estimated fair value of the common stock on the grant date of these cash and stock awards. Consequently, Sucampo will record a reduction in operating expenses of approximately $1.0 million in the third quarter of 2007 to reflect this adjustment.

For the six months ended June 30, 2007, net income was $14.4 million, or $0.41 per diluted share, compared with $16.8 million, or $0.49 per diluted share, for the same period in 2006. Although income before income taxes in the six months ended June 30, 2007 increased to $22.2 million compared with $16.8 million in the same period of 2006, this increase in net income was more than offset by a tax provision of $7.8 million in the first six months of 2007. There was no tax provision in the comparable period of 2006. Total revenues for the first six months of 2007 were $61.9 million, compared with $39.6 million for the six months ended June 30, 2006. Total operating expenses were $40.5 million in the first half of 2007, compared with $24.0 million for the same period in 2006. The financial information for the six months ended June 30, 2006 presented in this press release has been restated to correct an error in accounting for the revenue recognition of the collaboration and license agreements with Takeda.

In light of the recent completion of the IPO, Sucampo will not be holding an investor conference call to discuss financial results for the second quarter of 2007. Sucampo intends to conduct quarterly investor conference calls in the future.

Sucampo Pharmaceuticals, Inc.

Sucampo Pharmaceuticals, Inc., is an emerging pharmaceutical company based in Bethesda, Md. Sucampo was founded in 1996 by Ryuji Ueno, M.D., Ph.D., Ph.D., the company’s Chairman and Chief Executive Officer, and co-founder and founding CEO, Sachiko Kuno, Ph.D. Sucampo focuses on the development and commercialization of drugs based on prostones, a class of compounds derived from functional fatty acids that occur naturally in the human body. The therapeutic potential of prostones was first identified by Dr. Ueno. In January 2006, Sucampo received marketing approval from the U.S. Food and Drug Administration for its first product, AMITIZA, for the treatment of Chronic Idiopathic Constipation in adults. In October 2004, Sucampo entered into an agreement with Takeda Pharmaceutical Company Limited (Osaka, Japan) to co-promote and market AMITIZA in the United States and Canada. To learn more about the company and its products, visit www.sucampo.com

Forward-Looking Statements

Any statements in this press release about future expectations, plans and prospects for Sucampo Pharmaceuticals, Inc. are forward-looking statements made under the provisions of The Private Securities Litigation Reform Act of 1995. Forward-looking statements may be identified by the words “project,” “believe,” “anticipate,” “plan,” “expect,” “estimate,” “intend,” “should,” “would,” “could,” “will” “may” or other similar expressions. Actual results may differ materially from those indicated by such forward-looking statements as a result of various important factors, including risks relating to: the results of clinical trials with respect to Sucampo’s products under development; the timing and success of submission, acceptance and approval of regulatory filings; Sucampo’s dependence on the commercial success of AMITIZA; Sucampo’s ability to obtain additional funding required to conduct its discovery, development and commercialization programs; Sucampo’s dependence on its co-marketing alliance with Takeda Pharmaceutical Company Limited; and Sucampo’s ability to obtain, maintain and enforce patent and other intellectual property protection for its discoveries. These and other risks are described in more detail in the “Risk Factors” section of the final prospectus relating to Sucampo’s initial public offering filed with the Securities and Exchange Commission on August 3, 2007. Any forward-looking statements in this press release represent Sucampo’s views only as of the date of this release and should not be relied upon as representing its views as of any subsequent date.

Sucampo anticipates that subsequent events and developments will cause its views to change. However, while Sucampo may elect to update these forward-looking statements publicly at some point in the future, it specifically disclaims any obligation to do so, whether as a result of new information, future events or otherwise.

Condensed Consolidated Statements of Operations
(in thousands, except per share data)

		Three Months Ended June 30,								Six Months Ended June 30,
		2007				2006				2007				2006
		(Unaudited)				(Unaudited)				(Unaudited)				(Restated)
														(Unaudited)
Revenues and other income:
Research and development revenue		$	38,087			$	9,700			$	47,453			$	32,141
Contract revenue			—				—				—				1,500
Collaboration revenue			37				37				74				74
Contract revenue — related parties			114				104				230				133
Product royalty revenue			9,562				4,485				11,871				4,485
Co-promotion revenue			1,134				1,106				2,267				1,267
Total revenues and other income			48,934				15,432				61,895				39,600
Operating expenses:
Research and development			7,348				3,424				13,294				9,545
General and administrative			13,802				5,233				16,635				8,200
Selling and marketing			3,725				3,057				6,957				4,005
Milestone royalties — related parties			1,500				—				1,500				1,250
Royalties — related parties			1,700				967				2,111				967
Total operating expenses			28,075				12,681				40,497				23,967
Income from operations			20,859				2,751				21,398				15,633
Non-operating income (expense):
Interest income			471				661				795				967
Interest expense			—				(60	)			(4	)			(80	)
Other income			42				123				40				262
Total non-operating income, net			513				724				831				1,149
Income before income taxes			21,372				3,475				22,229				16,782
Income tax provision			(7,489	)			—				(7,829	)			—
Net income		$	13,883			$	3,475			$	14,400			$	16,782
Net income per share:
Basic net income per share		$	0.40			$	0.10			$	0.41			$	0.50
Diluted net income per share		$	0.39			$	0.10			$	0.41			$	0.49
Weighted average common shares outstanding — basic			34,990				34,939				34,990				33,761
Weighted average common shares outstanding — diluted			35,505				35,256				35,505				34,078
Comprehensive income:
Net income		$	13,883			$	3,475			$	14,400			$	16,782
Other comprehensive loss
Foreign currency translation			(101	)			(183	)			(81	)			(188	)
Comprehensive income		$	13,782			$	3,292			$	14,319			$	16,594

Condensed Consolidated Balance Sheets
(in thousands, except share data)

		June 30, 2007				December 31, 2006
		(Unaudited)
ASSETS:
Current assets:
Cash and cash equivalents		$	7,635			$	22,481
Short-term investments			29,375				29,399
Accounts receivable			42,477				3,566
Income taxes receivable			2,362				2,355
Deferred tax assets			14				1,612
Prepaid expenses and other current assets			4,702				536
Total current assets			86,565				59,949
Restricted cash			218				213
Property and equipment, net			1,621				343
Deferred tax assets-noncurrent			520				3,289
Deposits and other assets			167				3,290
Total assets		$	89,091			$	67,084
LIABILITIES AND STOCKHOLDERS’ EQUITY:
Current liabilities:
Accounts payable		$	3,089			$	2,391
Accrued expenses			9,884				5,410
Deferred revenue-current			578				11,517
Income taxes payable			3,463				—
Other liabilities — related parties			4,075				—
Other current liabilities			—				8
Total current liabilities			21,089				19,326
Deferred revenue, net of current portion			8,909				9,192
Other liabilities			170				33
Total Liabilities			30,168				28,551
Commitments
Stockholders’ equity:
Series A Convertible Preferred Stock, $0.01 par value; 10,000 shares authorized; 3,780 shares issued and outstanding at June 30, 2007 (unaudited) and December 31, 2006			20,288				20,288
Class A Common Stock, $0.01 par value; 75,000,000 shares authorized; 8,799,385 shares issued and outstanding at June 30, 2007 (unaudited) and December 31, 2006			88				88
Class B Common Stock, $0.01 par value; 75,000,000 shares authorized; 26,191,050 shares issued and outstanding at June 30, 2007 (unaudited) and December 31, 2006			262				262
Additional paid-in capital			47,626				41,555
Accumulated other comprehensive loss			(375	)			(294	)
Accumulated deficit			(8,966	)			(23,366	)
Total stockholders’ equity			58,923				38,533
Total liabilities and stockholders’ equity		$	89,091			$	67,084