UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended ~~September~~March 3031, ~~2017~~2018

☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File Number 1-10352

JUNIPER PHARMACEUTICALS, INC.

(Exact name of Registrant as specified in its charter)

Delaware		59-2758596
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

33 Arch Street Boston, Massachusetts		02110
(Address of principal executive offices)		(Zip Code)

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

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒☐ No ☐☒

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this Chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “small reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☒

Non-accelerated filer	☐ (Do not check if a smaller reporting company)	Smaller reporting company	☐
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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

The number of shares outstanding of the registrant’s common stock as of ~~October~~May 313, ~~2017~~2018: 1011,~~844~~101,~~113~~007.

EXPLANATORY NOTE

Unless the context indicates otherwise, references in this Quarterly Report to “Juniper Pharmaceuticals,” “Juniper,” “the Company,” “we” “our,” and “us” mean Juniper Pharmaceuticals, Inc. and its subsidiaries.

Juniper Pharmaceuticals, Inc.

Table of Contents

		Page
	Part I—Financial Information
Item 1.	Financial Statements (unaudited)
	Condensed Consolidated Balance Sheets as of September 30, 2017 and December 31, 2016	1
	Condensed Consolidated Balance Sheets as of March 31, 2018 and December 31, 2017	1
	Condensed Consolidated Statements of Operations for the three and nine month periods ended September 30, 2017 and 2016	2
	Condensed Consolidated Statements of Operations for the three month periods ended March 31, 2018 and 2017	2
	Condensed Consolidated Statements of Comprehensive Income (Loss) for the three and nine month periods ended September 30, 2017 and 2016	3
	Condensed Consolidated Statements of Comprehensive Income (Loss) for the three month periods ended March 31, 2018 and 2017	3
	Condensed Consolidated Statements of Cash Flows for the nine month periods ended September 30, 2017 and 2016	4
	Condensed Consolidated Statements of Cash Flows for the three month periods ended March 31, 2018 and 2017	4
	Notes to Condensed Consolidated Financial Statements (unaudited)	5
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	1819
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	3126
Item 4.	Controls and Procedures	3126
	Part II—Other Information
Item 1.	Legal Proceedings	3327
Item 1A.	Risk Factors	3327
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	3328
Item 3.	Defaults Upon Senior Securities	3328
Item 4.	Mine Safety Disclosures	3328
Item 5.	Other Information	3328
Item 6.	Exhibits	3429
Signatures		3530

Part I—Financial Information

Item 1. Financial Statements

Juniper Pharmaceuticals, Inc.

Condensed Consolidated Balance Sheets

(in thousands, except per share data)

(unaudited)

	September 30, 2017			December 31, 2016
	March 31, 2018			December 31, 2017
Assets
Current assets:
Cash and cash equivalents	$	2220,~~106~~685		$	2021,~~994~~446
Accounts receivable, net		68,~~521~~737			64,~~573~~734
Inventories		56,~~897~~318			56,~~621~~326
Prepaid expenses and other current assets		2,~~152~~675			13,~~539~~467
Total current assets		3638,~~676~~415			3435,~~727~~973
Property and equipment, net		15,~~127~~880			1315,~~366~~229
Intangible assets, net		~~817~~698			~~969~~744
Goodwill		9,~~056~~473			89,~~342~~123
Other assets		7973			~~167~~151
Total assets	$	6164,~~755~~539		$	5761,~~571~~220
Liabilities, contingently redeemable preferred stock, and stockholders’ equity
Liabilities and stockholders’ equity
Current liabilities:
Accounts payable	$	45,~~607~~079		$	34,~~893~~038
Accrued expenses and other		53,~~739~~916			5,~~271~~615
Deferred revenue		~~7,444~~635			56,~~624~~141
Current portion of long-term debt		~~535~~572			~~204~~546
Total current liabilities		1810,~~325~~202			1416,~~992~~340
Long-term debt, net of current portion		3,~~369~~232			23,~~203~~253
Other noncurrent liabilities		148			56
Other non-current liabilities		85			115
Total liabilities		2113,~~842~~519			1719,~~251~~708
Commitments and contingencies
Contingently redeemable series C preferred stock, 0 and 0.55 shares issued and outstanding at September 30, 2017 and December 31, 2016, respectively (liquidation preference of $550)		—			550
Stockholders’ equity:
Preferred stock, $0.01 par value; 1,000 shares authorized Series B convertible preferred stock, 0 and 0.13 shares issued and outstanding at September 30, 2017 and December 31, 2016, respectively (liquidation preference of $0 and $13 as of September 30, 2017 and December 31, 2016, respectively)		—			—
Common stock $0.01 par value; 150,000 shares authorized; 12,521 issued and 11,101 outstanding at March 31, 2018 and 12,257 issued and 10,844 outstanding at December 31, 2017		125			123
Common stock $0.01 par value; 150,000 shares authorized; 12,257 issued and 10,844 outstanding at September 30, 2017 and December 31, 2016		123			123
Additional paid-in capital		294,061			292,108
Additional paid-in capital		291,857			290,636
Treasury stock (at cost), 1,420 shares at March 31, 2018 and 1,413 shares at December 31, 2017		(8,661	)		(8,601	)
Treasury stock (at cost), 1,413 shares at September 30, 2017 and December 31, 2016		(8,601	)		(8,601	)
Accumulated deficit		(232,288	)		(238,961	)
Accumulated deficit		(240,128	)		(237,360	)
Accumulated other comprehensive loss		(2,217	)		(3,157	)
Accumulated other comprehensive loss		(3,338	)		(5,028	)
Total stockholders’ equity		51,020			41,512
Total stockholders’ equity		39,913			39,770
Total liabilities and stockholders’ equity	$	64,539		$	61,220
Total liabilities, contingently redeemable preferred stock, and stockholders’ equity	$	61,755		$	57,571

The accompanying notes are an integral part of these condensed consolidated financial statements.

Juniper Pharmaceuticals, Inc.

Condensed Consolidated Statements of Operations

(in thousands, except per share data)

(unaudited)

	Three Months Ended September 30,						Nine Months Ended September 30,
	Three Months Ended March 31
	2017			2016			2017			2016
	2018			2017
Revenues
Product revenues	$	810,~~389~~074		$	7,~~057~~726		$	~~25,684~~		$	~~20,716~~
Service revenues		45,~~597~~450			3,~~337~~521			~~12,505~~			~~9,964~~
Royalties		—			1,162			—			2,963
Total revenues		15,524			11,247
Total revenues		12,986			11,556			38,189			33,643
Cost of product revenues		6,016			4,313
Cost of product revenues		5,160			3,683			14,776			11,892
Cost of service revenues		3,010			2,243
Cost of service revenues		2,559			2,022			7,149			6,630
Total cost of revenues		9,026			6,556
Total cost of revenues		7,719			5,705			21,925			18,522
Gross profit		6,498			4,691
Gross profit		5,267			5,851			16,264			15,121
Operating expenses
Operating expenses
Sales and marketing		419			379
Sales and marketing		517			259			1,306			910
Research and development		974			1,346
Research and development		2,291			2,304			5,285			8,234
General and administrative		4,089			4,421
General and administrative		3,238			3,111			12,263			9,815
Total operating expenses		5,482			6,146
Restructuring charge		756			—			756			—
Income (loss) from operations		1,016			(1,455	)
Total operating expenses		6,802			5,674			19,610			18,959
Interest expense, net		(45	)		(28	)
(Loss) income from operations		(1,535	)		177			(3,346	)		(3,838	)
Other income, net		(199	)		42
Interest expense, net		(47	)		(24	)		(105	)		(74	)
Total non-operating (expense) income		(244	)		14
Other income, net	127				90			179			296
Income (loss) before income taxes		772			(1,441	)
Total non-operating income	80				66			74			222
Income tax (benefit) expense		—			—
(Loss) income before income taxes		(1,455	)		243			(3,272	)		(3,616	)
Net income (loss)	$	772		$	(1,441	)
Income tax (benefit) expense		(45	)		(5	)		(45	)		47
Adjustments attributable to preferred stockholders		—			(7	)
Net (loss) income	$	(1,410	)	$	248		$	(3,227	)	$	(3,663	)
Net income (loss) available to common stockholders	$	772		$	(1,448	)
Basic net (loss) income per common share	$	(0.13	)	$	0.02		$	(0.26	)	$	(0.34	)
Basic net income (loss) per common share	$	0.07		$	(0.13	)
Diluted net (loss) income per common share	$	(0.13	)	$	0.02		$	(0.26	)	$	(0.34	)
Diluted net income (loss) per common share	$	0.06		$	(0.13	)
Basic weighted average common shares outstanding		10,~~844~~943			10,~~799~~803			~~10,817~~			~~10,791~~
Diluted weighted average common shares outstanding		1012,~~844~~287			1110,~~060~~803			~~10,817~~			~~10,791~~

The accompanying notes are an integral part of these condensed consolidated financial statements.

Juniper Pharmaceuticals, Inc.

Condensed Consolidated Statements of Comprehensive Income (Loss)

(in thousands)

(unaudited)

	Three Months Ended September 30,						Nine Months Ended September 30,
	Three Months Ended March 31,
	2017			2016			2017			2016
	2018			2017
Net income (loss)	$	~~(1,410~~772	)	$	~~248~~(1,441	)	$	~~(3,227~~	)	$	~~(3,663~~	)
Other comprehensive income (loss) components:
Foreign currency translation		~~639~~940			~~(658~~228	)		~~1,690~~			~~(2,863~~	)
Total other comprehensive income (loss)		~~639~~940			~~(658~~228	)		~~1,690~~			~~(2,863~~	)
Comprehensive income (loss)	$	~~(771~~1,712	)	$	(~~410~~1,213	)	$	~~(1,537~~	)	$	~~(6,526~~	)

The accompanying notes are an integral part of these condensed consolidated financial statements.

Juniper Pharmaceuticals, Inc.

Condensed Consolidated Statements of Cash Flows

(in thousands)

(unaudited)

	Nine Months Ended September 30,
	Three Months Ended March 31,
	2017			2016
	2018			2017
Operating activities:
Net loss	$	(3,227	)	$	(3,663	)
Net income (loss)	$	772		$	(1,441	)
Reconciliation of net loss to net cash provided by operating activities:
Reconciliation of net loss to net cash used in operating activities:
Depreciation and amortization		~~1,668~~590			~~1,435~~484
Stock-based compensation expense		~~1,216~~566			~~804~~341
Changes in operating assets and liabilities:
Accounts receivable		~~356~~(3,799	)		12,~~680~~107
Inventories		~~(274~~8	)		(~~1,215~~72	)
Prepaid expenses and other current assets		~~(550~~1,145	)		~~282~~48
Other non-current assets		88			18
Accounts payable		1,117			(1,363	)
Accounts payable		897			2,836
Accrued expenses and other		(1,675	)		(1,039	)
Accrued expenses and other		298			354
Deferred rent		(11	)		(9	)
Deferred revenue		~~1,761~~186			~~1,149~~806
Net cash provided by operating activities		2,233			3,680
Net cash used in operating activities		(1,101	)		(138	)
Investing activities:
Purchases of property and equipment		(~~2,404~~875	)		(~~2,256~~520	)
Net cash used in investing activities		(~~2,404~~875	)		(~~2,256~~520	)
Financing activities:
Proceeds from loan facility		954			—
Proceeds from sale of common stock / exercise of options		1,387			—
Proceeds from equipment loans		~~1,501~~—			—1,501
Principal payments on debt		(~~1,269~~138	)		(~~175~~79	)
Dividends paid		(14	)		(21	)
Payments to satisfy employee taxes due on vesting of restricted awards		(60	)		—
Net cash provided by (used in) financing activities		1,172			(196	)
Dividends paid		—			(7	)
Effect of exchange rate changes on cash and cash equivalents		111			(158	)
Net cash provided by financing activities		1,189			1,415
Net increase in cash and cash equivalents		1,112			1,070
Effect of exchange rate changes on cash and cash equivalents		26			8
Cash and cash equivalents, beginning of period		20,994			13,901
Net (decrease) increase in cash and cash equivalents		(761	)		765
Cash and cash equivalents, end of period	$	22,106		$	14,971
Cash and cash equivalents, beginning of period		21,446			20,994
Cash and cash equivalents, end of period	$	20,685		$	21,759
Supplemental cash flow information
Cash paid for interest	$	8546		$	6723
Supplemental noncash information
Purchases of equipment through accounts payable and accrued expenses	$	~~100~~98		$	—215
Excess of carrying value of Series C Preferred Stock over redemption value	$	459		$	—

The accompanying notes are an integral part of these condensed consolidated financial statements.

Juniper Pharmaceuticals, Inc.

Notes to Condensed Consolidated Financial Statements

(Unaudited)

(1) Interim Condensed Consolidated Financial Statements

The accompanying unaudited interim condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”) for interim information and pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”) for reporting on Form 10-Q. Accordingly, certain information and footnote disclosures required for complete financial statements are not included herein. It is recommended that these financial statements be read in conjunction with the consolidated financial statements and related notes that appear in the Annual Report on Form 10-K of Juniper Pharmaceuticals, Inc. (“Juniper” or the “Company”) for the year ended December 31, ~~2016~~2017 filed with the SEC on March 79, ~~2017~~2018 (the “~~2016~~2017 Annual Report”). In the opinion of the Company, the accompanying unaudited condensed consolidated financial statements contain all adjustments, consisting of only normal recurring adjustments, necessary for a fair statement of its financial position as of ~~September~~March 3031, ~~2017~~2018, and its results of operations for the three ~~and nine~~ months ended ~~September~~March 3031, ~~2017~~2018 and ~~2016~~2017, and cash flows for the ~~nine~~three months ended ~~September~~March 3031, ~~2017~~2018 and ~~2016~~2017. The condensed consolidated balance sheet at December 31, ~~2016,~~2017 was derived from audited annual financial statements, but does not contain all of the footnote disclosures from the annual financial statements. Results of operations for the three ~~and nine~~ months ended ~~September~~March 3031, ~~2017~~2018 are not necessarily indicative of the results for the year ending December 31, ~~2017~~2018 or any period thereafter.

At ~~September~~March 3031, ~~2017~~2018, cash and cash equivalents were $2220.17 million. The Company’s future funding requirements depend on a number of factors, including the rate of market acceptance of its current and future products and services and the resources the Company devotes to developing and supporting the same. The Company believes that current cash and cash equivalents, as well as cash generated from operations, will be sufficient to meet anticipated cash needs for working capital, ~~including potentially advancing a product candidate,~~ and capital expenditures through the next twelve months from the date of the filing of this Form 10-Q. The Company may be dependent on its ability to raise additional capital to finance operations ~~and further fund research and development programs~~. If the Company is not able to raise additional capital on terms acceptable to it, or at all, as and when needed, it may be required to ~~curtail~~evaluate ~~its~~future ~~operating~~anticipated ~~spend~~capital ~~including~~or ~~spend~~operational ~~related to its research and development programs~~needs.

Management Estimates

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses and related disclosures at the date of the financial statements during the reporting period. Significant estimates are used for, but are not limited to, revenue recognition, allowance for doubtful accounts, inventory ~~reserve~~reserves, impairment analysis of goodwill and intangibles including their useful lives, research and development accruals, deferred tax assets, liabilities and valuation allowances, ~~restructuring charges~~ and fair value of stock options. On an ongoing basis, management evaluates its estimates. Actual results could differ from those estimates.

(2) Inventories

Inventories are stated at the lower of cost (or market, determined on a first-in, first-out) ormethod. ~~net~~The ~~realizable~~Company ~~value~~monitors standard costs on a monthly basis and updates them annually as necessary to reflect change in raw material costs and labor and overhead rates. Components of inventory cost include materials, labor and manufacturing overhead. Inventories consist of the following (in thousands):

	September 30, 2017		December 31, 2016
	March 31, 2018		December 31, 2017
Raw materials	$	21,~~020~~823	$	~~856~~1,921
Work in process		3,~~099~~701		3,~~806~~299
Finished goods		~~778~~794		~~959~~1,106
Total	$	56,~~897~~318	$	56,~~621~~326

The Company provides inventory ~~reserve~~allowances ~~balance~~when ~~at September~~conditions 30indicate that the selling price could be less than cost due to physical deterioration, ~~2017 was $0~~usage, obsolescence, reductions in estimated future demand and reductions in selling prices.3 ~~million~~The Company balances the need to maintain strategic inventory levels with the risk of obsolescence due to changing technology and customer demand levels. NoUnfavorable ~~reserve~~changes ~~was~~in ~~required~~market conditions may result in a need for additional inventory reserves that could adversely impact its gross margins. The inventory reserve balance at March 31, 2018 and December 31, ~~2016~~2017 was $0.5 million. During the three ~~and nine~~ months ended ~~September~~March 3031, 2018 and 2017, the Company recorded charges in the condensed consolidated statements of operations for excess and obsolete inventory of $~~0.3~~11,000 ~~million~~ and $0.51 million, respectively. ~~No charges were recorded for the three and nine months ended September 30, 2016.~~

(3) Goodwill and Intangible Assets

Goodwill represents the excess of the purchase price over the fair value of assets acquired and liabilities assumed in a business combination. The Company does not amortize its goodwill, but instead tests for impairment annually in the fourth quarter and more frequently whenever events or changes in circumstances indicate that fair value of the asset may be less than the carrying value of the asset. The Company determined a triggering event occurred in September 2017 based on Juniper’s announcement of a corporate reprioritization which aimed to re-focus its resources on the core business of Crinone® progesterone gel and JPS and to focus its research and development organization on its hormone replacement therapy initiative, its lead IVR program, and the Company would seek to partner its other IVR programs.

InChanges accordance with Accounting Standard Codification, or ASC 350, Goodwill and Other Intangibles (“ASC 350”), the Company uses the two-step approach for each reporting unit. The first step compares the carrying amount of the reporting unit to ~~its~~goodwill ~~estimated~~during ~~fair value (Step 1) utilizing a discounted cash flow analysis based on~~ the ~~present~~three ~~value~~months ofended ~~estimated~~March ~~future cash flows to be generated using a risk-adjusted discount rate. To the extent that the carrying value of the reporting unit exceeds its estimated fair value~~31, a2018 ~~second~~were ~~step~~as isfollows ~~performed wherein the reporting unit’s carrying value is compared to the implied fair value~~ (~~Step~~in 2thousands)~~. To the extent that the carrying value of goodwill exceeds the implied fair value of goodwill, impairment exists and must be recognized.~~:

Juniper concluded that the business represents two reporting units for goodwill impairment testing, which are product and service. Juniper’s goodwill is assigned to the Company’s service reporting unit. Juniper performed an impairment test as of the date of the triggering event and determined the Company’s goodwill is not impaired as of that date.

	Total
Balance—December 31, 2017	$	9,123
Effects of foreign currency translation		350
Balance—March 31, 2018	$	9,473

~~Changes~~The Company capitalizes and includes in intangible assets the costs of trademark, developed technology and customer relationships. Intangible assets are recorded at fair value at the time of their acquisition and stated net of accumulated amortization. The Company amortizes its intangible assets that have finite lives using either the straight-line or accelerated method, based on the useful life of the asset over which it is expected to ~~goodwill~~be ~~during~~consumed utilizing expected undiscounted future cash flows. Amortization is recorded over the ~~nine~~estimated ~~months~~useful ~~ended~~lives ~~September~~ranging 30from 3 to 7 years. The Company evaluates the realizability of its definite lived intangible assets whenever events or changes in circumstances or business conditions indicate that the carrying value of these assets may not be recoverable based on expectations of future undiscounted cash flows for each asset group. If the carrying value of an asset or asset group exceeds its undiscounted cash flows, ~~2017~~the ~~were~~Company asestimates ~~follows~~the fair value of the assets, generally utilizing a discounted cash flow analysis based on the present value of estimated future cash flows to be generated by the assets using a risk-adjusted discount rate. To estimate the fair value of the assets, the Company uses market participant assumptions pursuant to Financial Accounting Standards Board (in“FASB”) ~~thousands~~Accounting Standards Codification (“ASC”): Topic 820, Fair Value Measurement and Disclosures, (“ASC 820”). If the estimate of an intangible asset’s revised useful life is changed, the Company will amortize the remaining carrying value of the intangible asset prospectively over the revised useful life.

	Total
Balance—December 31, 2016	$	8,342
Effects of foreign currency translation		714
Balance—September 30, 2017	$	9,056

Intangible assets consist of the following at March 31, 2018 and December 31, 2017 (in thousands):

Intangible assets consist of the following at September 30, 2017 and December 31, 2016 (in thousands):

	Trademark			Developed Technology			Customer Relationships			Total
Gross carrying amount	$	300		$	1,370		$	1,240		$	2,910
Foreign currency translation adjustment		(53	)		(153	)		(138	)		(344	)
Accumulated amortization		(247	)		(907	)		(714	)		(1,868	)
Balance—March 31, 2018	$	—		$	310		$	388		$	698

	Trademark			Developed Technology			Customer Relationships			Total
Gross carrying amount	$	300		$	1,370		$	1,240		$	2,910
Foreign currency translation adjustment		(6553	)		(~~206~~198	)		(~~187~~179	)		(~~458~~430	)
Accumulated amortization		(~~235~~247	)		(~~792~~839	)		(~~608~~650	)		(1,~~635~~736	)
Balance—September 30, 2017	$	—		$	372		$	445		$	817
Balance—December 31, 2017	$	—		$	333		$	411		$	744

	Trademark			Developed Technology			Customer Relationships			Total
Gross carrying amount	$	300		$	1,370		$	1,240		$	2,910
Foreign currency translation adjustment		(53	)		(298	)		(270	)		(621	)
Accumulated amortization		(247	)		(617	)		(456	)		(1,320	)
Balance—December 31, 2016	$	—		$	455		$	514		$	969

Amortization expense for the three months ended March 31, 2018 and 2017 was $0.1 million. Amortization expense related to developed technology is classified as a component of cost of service revenues in the accompanying consolidated statements of operations. Amortization expense related to trademark and customer relationships is classified as a component of general and administrative expenses in the accompanying consolidated statements of operations.

~~Amortization~~As ~~expense related to developed technology is classified as a component~~ of ~~cost~~March of31, ~~service~~2018, ~~revenues~~amortization ~~in the accompanying consolidated statements of operations. Amortization~~ expense ~~related~~remaining toon ~~trademark~~existing ~~and~~intangible ~~customer~~assets ~~relationships~~ is ~~classified~~ as afollows ~~component of general and administrative expenses~~ (in ~~the accompanying consolidated statements of operations.~~thousands):

Amortization expense for the three months ended September 30, 2017 and 2016 was $0.1 million. Amortization expense for the nine months ended September 30, 2017 and 2016 was $0.2 million and $0.3 million, respectively. Amortization expense on existing intangible assets as of September 30, 2017 is as follows (in thousands):

Year ending December 31,	Total
Remainder of 2018	$	225
2019		272
2020		201
Total	$	698

Year ending December 31,	Total
Remainder of 2017	$	78
2018		287
2019		260
2020		192
Total	$	817

(4) Debt and ~~other~~Other Contractual Obligations

In September 2013, Juniper assumed debt of $3.9 million in connection with its acquisition of Juniper Pharma Services (“JPS”). JPS had entered into a Business Loan Agreement (“Loan Agreement”) covering three loan facilities (collectively referred to as the “original agreements”) with Lloyds TSB Bank (“Lloyds”) as administrative agent. In May 2017, JPS repaid one of the existing loan facilities upon which JPS subsequently entered into a new loan facility with the same administrative agent for the same outstanding balance. The refinancing was accounted for as a modification with no resulting gain or loss. The remaining original agreements and the new agreement are collectively referred to as the “loan facilities”.

As of ~~September~~March 3031, ~~2017~~2018, the Company owed $2.5 million on the loan facilities. ~~The~~All ~~loan~~ facilities are due for repayment over periods ranging from 7-15 years from the date of drawdown. Two of the facilities bear interest at the Bank of England’s base rate plus 1.95%, and 2.55%, respectively. The weighted average interest rates at ~~September~~March 3031, ~~2017~~2018 for these two facilities were 2.45% and 3.05%, respectively. The third facility is a fixed rate agreement bearing interest at 2.99% per annum. The weighted average interest rate for the three loan facilities for the three months ended ~~September~~March 3031, ~~2017~~2018 was 2.76%. The ~~Loan~~loan ~~Agreement~~facilities isare secured by the mortgaged property and an unlimited lien on other assets of JPS. The ~~original~~loan ~~agreements~~facilities ~~under~~contain ~~the Loan Agreement contains~~ financial covenants that limit the amount of indebtedness ~~JPS~~Juniper Pharma Services may incur, requires ~~JPS~~Juniper Pharma Services to maintain certain levels of net worth, and restricts ~~JPS~~Juniper Pharma Services’s ability to materially alter the character of its business. The new loan facility contains the same financial covenants outlined above in addition to a covenant which requires that JPS maintain certain levels of earnings before interest, taxes, depreciation and amortization. As of ~~September~~March 3031, ~~2017~~2018, the Company is in compliance with all of the covenants under the ~~Loan~~loan ~~Agreement~~facilities.

InAs ~~September 2013, as part~~ of ~~the~~March ~~acquisition~~31, ~~of JPS~~2018, ~~Juniper~~the ~~assumed~~Company aowed $21.54 million ~~obligation~~on ~~under~~its aequipment ~~grant~~loans. ~~arrangement~~During ~~with~~ the ~~Regional~~quarter ~~Growth~~ending ~~Fund~~March on31, ~~behalf~~2017, of the ~~Secretary~~Company ofentered ~~State~~into ~~for~~two ~~Business,~~loans ~~Innovation,~~totaling ~~and Skills in the United Kingdom~~$1.5 ~~JPS~~million ~~used~~with ~~this~~payments ~~grant~~through toMarch ~~fund~~2022 ~~the~~for ~~building~~equipment ofin its ~~second facility~~Nottingham, ~~which~~U.K. ~~includes~~facility ~~analytical~~at ~~labs,~~an ~~office~~interest ~~space,~~rate ~~and~~of ~~a manufacturing facility~~2.09%. AsThe ~~part~~transactions ofwere ~~the~~considered ~~arrangement,~~failed ~~JPS~~sales-leaseback isarrangements ~~required~~as tothe ~~create~~Company ~~and~~will ~~maintain~~obtain ~~certain~~title ~~full-time~~to ~~equivalent~~the ~~personnel~~equipment ~~levels~~at ~~through~~the ~~October~~end 1,of ~~2017.~~the Asterm of ~~September 30, 2017,~~ the ~~Company~~financing isfor inlittle ~~compliance~~or ~~with~~no ~~the covenants of the arrangement~~consideration. ~~The~~These ~~obligation~~failed ~~ended~~sale-leaseback onarrangements ~~October~~have 1,been ~~2017.~~recorded Asas ofa ~~the~~component ~~date~~ of ~~this~~long-term ~~filing,~~debt on the Company’s ~~obligation~~condensed ~~under~~consolidated ~~the~~balance ~~grant~~sheets. ~~arrangement~~The isinitial ~~complete~~terms ~~and~~of the ~~Company~~loans ~~met~~are ~~all~~60 ~~compliance requirements through October 1, 2017~~months.

~~The~~In ~~income from the Regional Growth Fund was on a decelerated basis through~~ October 12015, ~~2017. As of September 30, 2017,~~ the Company ~~had~~entered ~~recorded~~into ~~all~~an ~~deferred~~operating ~~revenue~~lease ~~previously~~agreement ~~recognized under this arrangement. Other income associated with the Regional Growth Fund obligation~~ for ~~the~~its ~~three~~corporate ~~months~~office ~~ended~~in ~~September 30~~Boston, ~~2017 and 2016 was $0~~Massachusetts.2 ~~million~~The ~~and~~initial ~~$0.2~~term ~~million,~~of ~~respectively.~~the ~~Other~~lease ~~income~~agreement ~~associated~~is ~~with~~approximately ~~the~~39 ~~Regional~~months ~~Growth~~and ~~Fund~~ends ~~obligation~~in ~~for~~ the ~~nine~~first ~~months~~quarter ~~ended~~of ~~September 30~~2019, ~~2017~~which ~~and~~includes ~~2016~~a ~~was~~three-month ~~$0.6~~free ~~million~~rent ~~and $0~~period.~~5 million, respectively.~~

~~Juniper leases its U.S. corporate office under an operating lease. Additionally, Juniper financed certain equipment under loan agreements with payments through March 2022.~~ In ~~October~~December ~~2015~~2016, the Company entered into aan ~~lease~~API ~~agreement~~Supply Agreement for ~~its~~a ~~corporate~~manufacturer ~~office in Boston, Massachusetts. The initial term~~ of ~~the~~progesterone ~~lease~~under ~~agreement is approximately 39 months and ends in 2019,~~ which ~~includes a three-month free rent period. In January and March 2017,~~ the Company ~~entered~~has ~~into~~agreed loans of $0.9 million and $0.6 million, respectively, for equipment in its Nottingham, U.K. facility. The interest rate for the two loans was 2.09% at September 30, 2017. The transactions were considered failed sales-leaseback arrangements as the Company will obtain title to ~~the~~annual ~~equipment~~minimum atvolume ~~the~~commitments ~~end~~until ofDecember ~~the term of the financing for little or no consideration~~2019. ~~These failed sale-leaseback arrangements have been recorded as a component of long-term debt on the Company’s condensed consolidated balance sheets. The initial terms of the loans are 60 months.~~

~~Commitments~~The ~~under~~Company’s ~~Juniper~~significant outstanding contractual obligations relate to operating leases for the Company’s ~~debt~~facilities, loan agreements and ~~lease~~minimum ~~arrangements~~volume commitments. The Company’s facility leases are asnon-cancellable ~~follows~~and contain renewal options. The Company’s future contractual obligations as of ~~September~~March 3031, ~~2017~~2018 include the following (in thousands):

	Operating Leases		Debt Principal Payments		Total
	Total		Remainder of 2018		2019		2020		2021		2022		Thereafter
Remainder of 2017	$	109	$	132	$	241
Operating lease obligations	$	407	$	333	$	74	$	—	$	—	$	—	$	—
2018		443		540		983
Loan principal repayments		2,453		193		251		258		265		273		1,213
2019		74		563		637
Capital lease obligations		1,351		243		337		351		365		55
2020		—		582		582
Minimum purchase obligation		5,062		3,203		1,859		—		—		—		—
2021		—		602		602
Total	$	9,273	$	3,972	$	2,521	$	609	$	630	$	328	$	1,213
Thereafter		—		1,485		1,485
Total minimum debt and lease payments	$	626	$	3,904	$	4,530

(5) Intravaginal Ring Technology License

In March 2015, the Company obtained an exclusive worldwide license (“License Agreement”) to the intellectual property rights for a novel segmented intravaginal ring (“IVR”) technology. Due to its novel polymer and segmentation composition, the Company believes the IVR has the potential to deliver one or more drugs, including hormones and larger molecules such as peptides, at different dosages and release rates within a single segmented ring. Drugs such as progesterone and leuprolide have already been tested using the technology and demonstrated sustained release for up to three weeks. This technology was developed by Dr. Robert Langer from the Massachusetts Institute of Technology (“MIT”) and Dr. William Crowley from Massachusetts General Hospital (“MGH”) and Harvard Medical School. Drs. Langer and Crowley ~~have~~ each agreed to serve a three-year term, which ended in March 2018, as strategic advisors to the Company in exchange for an upfront one-time payment plus quarterly fees and equity compensation.

Unless earlier terminated by the parties, the License Agreement will remain in effect until the later of (i) the date on which all issued patents and filed patent applications within the licensed patent rights have expired or been abandoned and (ii) one year after the last sale for which a royalty is due under the License Agreement or 10 years after such expiration or abandonment date referred to in (i), whichever is earlier. Juniper has the right to terminate the License Agreement by giving 90 days advance written notice to MGH. MGH has the right to terminate the License Agreement based on the Company’s failure to make payments due under the License Agreement, subject to a 15 day cure period, or the Company’s failure to maintain the insurance required by the License Agreement. MGH may also terminate the License Agreement based on Juniper’s non-financial default under the License Agreement, subject to a 60 day cure period.

Pursuant to the terms of the License Agreement, Juniper has agreed to reimburse MGH for all costs associated with the preparation, filing, prosecution and maintenance of the licensed patent rights, and has agreed to pay MGH a $50,000 annual license fee on each of the first five year anniversaries of the effective date of the License Agreement, and a $100,000 annual license fee beginning on the sixth anniversary of the effective date of the License Agreement and on each subsequent anniversary thereafter. The annual license fee is creditable against any royalties or sublicense income payable in each calendar year.

Under the terms of the License Agreement, Juniper has agreed to use commercially reasonable efforts to develop and commercialize at least one product and/or process related to the IVR technology, which efforts will include the making of certain minimum annual expenditures in each of the first five years following the effective date of the License Agreement. Juniper has also agreed to pay MGH certain milestone payments totaling up to $1.2 million tied to the Company’s achievement of certain development and commercialization milestones, and certain annual royalty payments based on net sales of any such patented products or processes developed by Juniper.

On April 24, 2018, Juniper entered into an Exclusive License Agreement with Daré Bioscience, Inc. (“Daré”), the “Daré License Agreement”) pursuant to which the Company granted Daré (a) an exclusive worldwide license under certain patent rights (i) owned by the Company and (ii) exclusively licensed to the Company under the License Agreement dated as of March 25, 2015 by and between Juniper and The General Hospital Corporation, as amended, to make, have made, use, have used, sell, have sold, import and have imported products and processes; and (b) a non-exclusive worldwide license under certain technological information owned by the Company to make, have made, use, have used, sell, have sold, import and have imported products and processes. Daré is also entitled to sublicense the rights granted to it under the Daré License Agreement.

(6) Segments and Geographic Information

The Company and its subsidiaries currently operate in two segments:, product and service. The product segment oversees the supply chain and manufacturing of Crinone, the Company’s sole commercialized product. The product segment included the royalty stream the Company received from Allergan for Crinone sales in the United States, which ceased with the November 2016 agreement with Allergan, as well as the development of new product candidates. The service segment includes product development, clinical trial manufacturing, and advanced analytical and consulting services for the Company’s customers, as well as ~~the~~ characterizing and developing of pharmaceutical product candidates for the Company’s internal programs. ~~and~~The ~~managing~~Company ~~certain~~conducts ~~preclinical~~its ~~activities~~advanced ~~including~~formulation, ~~manufacturing~~analytical ofand ~~the~~consulting ~~Company’s~~services ~~pipeline~~through ~~products.~~its Insubsidiary, ~~September~~Juniper ~~2013~~Pharma Services, the Company’s ~~acquired JPS, a U.K.~~UK-based provider of pharmaceutical development, clinical trial manufacturing, and advanced analytical and consulting services to the ~~pharmaceutical~~pharmaceuticals industry. The Company ~~conducts its advanced formulation, analytical and consulting services through JPS. The Company~~ has integrated its supply chain management for ~~its sole commercialized product,~~ Crinone, into those operations and ~~have~~has therefore sought to capture synergies by transferring all operational activities related to its historic business. The Company owns certain plant and equipment physically located at third -party contractor facilities in the United Kingdom and Switzerland.

The Company’s largest customer, Merck KGaA, utilizes a Switzerland-based subsidiary to acquire product from the Company, which it then sells throughout the world, excluding the United States. Up until November 2016, the Company’s primary domestic customer, Allergan, Plc (“Allergan”), was responsible for the commercialization and sale of Crinone in the United States. In November 2016, the Company entered into an agreement with Allergan to monetize future royalty payments. Under the agreement, the Company received a one-time payment of $11.0 million representing all future royalty amounts payable.

The following tables show selected information by geographic area (in thousands):

Revenues:

Three Months Ended September 30,

Nine Months Ended September 30,

Three Months Ended March 31,

2017

2016

2017

2016

2018

2017

United States

3,~~230~~542

21,~~851~~628

~~7,245~~

~~7,066~~

Switzerland

810,~~505~~278

7,~~081~~757

~~26,021~~

~~20,772~~

United Kingdom

~~751~~793

~~981~~949

~~2,788~~

~~3,474~~

Other countries

~~500~~911

~~643~~913

~~2,135~~

~~2,331~~

Total

1215,~~986~~524

11,~~556~~247

~~38,189~~

~~33,643~~

Total assets:

	September 30, 2017		December 31, 2016
	March 31, 2018		December 31, 2017
United States	$	2221,~~780~~233	$	21,~~423~~683
Switzerland		34,~~358~~916		41,~~673~~366
United Kingdom		3538,~~529~~371		3138,~~288~~129
Other countries		8819		~~187~~42
Total	$	6164,~~755~~539	$	5761,~~571~~220

Long-lived assets:

	September 30, 2017		December 31, 2016
	March 31, 2018		December 31, 2017
United States	$	~~500~~396	$	~~663~~523
Switzerland		~~438~~536		~~369~~535
United Kingdom		15,~~083~~717		1315,~~468~~064
Other countries		2		2
Total	$	16,~~023~~651	$	1416,~~502~~124

Long-lived assets include fixed assets, intangibles and other assets.

No other individual country represented greater than 10% of total revenues, total assets, or long-lived assets for any period presented.

For the three ~~and nine~~ months ended ~~September~~March 3031, ~~2017,~~2018 ~~Merck KGaA accounted for 100% of the product segment revenue. For the three~~ and ~~nine months ended September 30~~2017, ~~2016,~~ Merck KGaA accounted for 86100% ~~and 87%~~ of the product segment revenue~~, respectively~~. ~~For the three and nine months ended September 30, 2016, Allergan accounted for 14% and 13% of the product segment revenue, respectively.~~ At ~~September~~March 3031, ~~2017~~2018 and December 31, ~~2016~~2017, Merck KGaA made up 100% of the product segment accounts receivable.

For the three ~~and nine~~ months ended ~~September~~March 3031, 2018 and 2017, the same customer accounted for 4633% and 3117% of the service segment total revenue, respectively. No additional customers accounted for 10% or more of the service segment total revenue for the three ~~and nine~~ months ended ~~September~~March 3031, ~~2016. At~~2018 ~~September~~and ~~30,~~ 2017,. At ~~one~~March ~~customer accounted for 41% of total service segment accounts receivable~~31, ~~respectively.~~2018 Atand December 31, ~~2016~~2017, ~~two~~one ~~customers~~customer accounted for 1844% and 1353% of total service segment ~~net~~ accounts receivable, respectively.

The following summarizes other information by segment for the three months ended March 31, 2018 (in thousands):

	Product		Service		Total
Revenues
Product revenues	$	10,074	$	—	$	10,074
Service revenues		—		5,450		5,450
Total revenues	$	10,074	$	5,450	$	15,524
Cost of product revenues	$	6,016	$	—	$	6,016
Cost of service revenues		—		3,010		3,010
Total cost of revenues	$	6,016	$	3,010	$	9,026
Gross profit	$	4,058	$	2,440	$	6,498
Total operating expenses						5,482
Total non-operating expense						(244	)
Income (loss) before income taxes					$	772

The following summarizes other information by segment for the three months ended ~~September~~March 3031, 2017 (in thousands):

	Product		Service		Total
Revenues
Product revenues	$	87,~~389~~726	$	—	$	87,~~389~~726
Service revenues		—		43,~~597~~521		43,~~597~~521
Total revenues	$	87,~~389~~726	$	43,~~597~~521	$	1211,~~986~~247
Cost of product revenues	$	54,~~160~~313	$	—	$	54,~~160~~313
Cost of service revenues		—		2,~~559~~243		2,~~559~~243
Total cost of revenues	$	54,~~160~~313	$	2,~~559~~243	$	76,~~719~~556
Gross profit	$	3,~~229~~413	$	21,~~038~~278	$	54,~~267~~691
Total operating expenses						6,~~802~~146
Total non-operating expense						80
Total non-operating income						14
Loss before income taxes					$	(1,455	)
Income (loss) before income taxes					$	(1,441	)

The following summarizes other information by segment for the three months ended September 30, 2016 (in thousands):

	Product		Service		Total
Revenues
Product revenues	$	7,057	$	—	$	7,057
Service revenues		—		3,337		3,337
Royalties		1,162		—		1,162
Total revenues	$	8,219	$	3,337	$	11,556
Cost of product revenues	$	3,683	$	—	$	3,683
Cost of service revenues		—		2,022		2,022
Total cost of revenues	$	3,683	$	2,022	$	5,705
Gross profit	$	4,536	$	1,315	$	5,851
Total operating expenses						5,674
Total non-operating income						66
Income before income taxes					$	243

The following summarizes other information by segment for the nine months ended September 30, 2017 (in thousands):

	Product		Service		Total
Revenues
Product revenues	$	25,684	$	—	$	25,684
Service revenues		—		12,505		12,505
Total revenues	$	25,684	$	12,505	$	38,189
Cost of product revenues	$	14,776	$	—	$	14,776
Cost of service revenues	$	—	$	7,149	$	7,149
Total cost of revenues		14,776		7,149		21,925
Gross profit	$	10,908	$	5,356	$	16,264
Total operating expenses						19,610
Total non-operating expense						74
Loss before income taxes					$	(3,272	)

The following summarizes other information by segment for the nine months ended September 30, 2016 (in thousands):

	Product		Service		Total
Revenues
Product revenues	$	20,716	$	—	$	20,716
Service revenues		—		9,964		9,964
Royalties		2,963		—		2,963
Total revenues	$	23,679	$	9,964	$	33,643
Cost of product revenues	$	11,892	$	—	$	11,892
Cost of service revenues		—		6,630		6,630
Total cost of revenues	$	11,892	$	6,630	$	18,522
Gross profit	$	11,787	$	3,334	$	15,121
Total operating expenses						18,959
Total non-operating income						222
Loss before income taxes					$	(3,616	)

(7) Property and Equipment

Property and equipment consists of the following (in thousands):

	Estimated Useful Life (Years)	~~September~~March 3031, ~~2017~~2018			December 31, ~~2016~~2017
Machinery and equipment	3-10	$	1113,~~765~~013		$	812,~~628~~358
Furniture and fixtures	3-5		1,083			1,~~190~~083
Computer equipment and software	3-5		~~625~~628			~~538~~628
Buildings	Up to 39		78,~~936~~301			7,~~310~~995
Land	Indefinite		~~509~~532			~~469~~513
Construction in-process			1,~~150~~508			1,~~567~~133
			23,068			19,702
			25,065			23,710
Less: Accumulated depreciation			(79,~~941~~185	)		(68,~~336~~481	)
Total		$	15,~~127~~880		$	1315,~~366~~229

Depreciation expense was $0.5 million and $0.4 million for the three-month periods ended ~~September~~March 3031, ~~2017~~2018 and ~~2016, respectively. Depreciation expense was $1.4 million and $1.1 million for the nine month periods ended September 30,~~ 2017 ~~and 2016~~, respectively. The Company recorded $0 and $0.2 million in disposals during the three and nine months ended September 30, 2017. The Company recorded an impairment of $14,000 as a component of the Restructuring charge (See Note 15) recorded during the three months ended September 30, 2017, associated with the discontinuation of use on assets used in its new product research and development group.

Machinery and equipment includes $1.5 million of equipment purchased under equipment loans.

(8) Shareholders’ Equity

Preferred Stock

~~At December 31, 2016, 130 shares of Series B Preferred Stock (“Series B”) and 550 shares of Series C Preferred Stock (“Series C”) remained outstanding.~~ During the quarter ending June 30, 2017, the Company issued a Notice of Conversion to the holders of ~~the~~its Series B and a Notice of Redemption to the holders of its Series C giving notice that on June 30, 2017 (the “Redemption and Conversion Date”) all outstanding shares of the respective Preferred Stock ~~issuances~~issuance would be converted, as in the case of the Series B, or redeemed, as in the case of the Series C. The Series B, by its terms, automatically converted into shares of common stock, upon the occurrence of the event. On the Redemption and Conversion Date, each share of the 130 shares of Series B outstanding converted into 2.78 shares of common stock resulting in an issuance of 361 shares.

The holders of each share of the 550 shares of Series B,C byoutstanding ~~its~~had ~~terms,~~the ~~automatically~~right ~~convert~~to ~~into~~require ~~common~~the ~~stock~~Company ~~upon~~to redeem their shares in cash plus all accrued and unpaid dividends thereon the ~~occurrence~~date ofsuch ~~certain~~redemption ~~events~~is demanded. On the Redemption and Conversion Date, ~~each~~the ~~share~~Company paid to the holders of the Series BC ~~converted~~approximately ~~into 2~~$0.7801 ~~shares~~million and as a result of ~~common~~the ~~stock~~transaction ~~resulting~~recorded inthe anexcess ~~issuance~~of the carrying value of ~~361~~Series ~~common~~C over redemption value of approximately $0.5 million to accumulated deficit for the year ended December 31, 2017. There are no outstanding shares of either the Series B or the Series C at March 31, 2018 or December 31, 2017.

1110

~~The~~(9) ~~holders~~Net ofIncome ~~the~~(Loss) ~~Series~~Per CCommon had the right to require the Company to redeem their shares in cash plus all accrued and unpaid dividends thereon the date such redemption is demanded. On the Redemption and Conversion Date, the Company paid to the holders of the Series C approximately $0.1 million and as a result of the transaction recorded the excess of the carrying value of Series C Preferred Stock over redemption value of approximately $0.5 million to accumulated deficit for the nine months ended September 30, 2017. There were no remaining outstanding shares of either the Series B or the Series C following the Redemption and Conversion Date.Share

The calculation of basic and diluted income (9loss) ~~Net~~per ~~Loss~~common ~~Per~~share ~~Common~~and ~~Share~~common share equivalents is as follows (in thousands except for per share data):

The calculation of basic and diluted loss per common share and common share equivalents is as follows (in thousands except for per share data):

	Three Months Ended March 31,
	2018		2017
Basic net income (loss) per common share
Net income (loss)	$	772	$	(1,441	)
Less: Preferred stock dividends		—		(7	)
Net income (loss) applicable to common stock	$	772	$	(1,448	)
Basic weighted average number of common shares outstanding		10,943		10,803
Basic net income (loss) per common share	$	0.07	$	(0.13	)
Diluted income (loss) per common share
Net income (loss) applicable to common stock	$	772	$	(1,448	)
Add: Preferred stock dividends		—		7
Net income (loss) applicable to dilutive common stock	$	772	$	(1,441	)
Basic weighted average number of common shares outstanding		10,943		10,803
Effect of dilutive securities
Dilutive stock awards		1,344		—
Diluted weighted average number of common shares outstanding		12,287		10,803
Diluted net income (loss) per common share	$	0.06	$	(0.13	)

	Three Months Ended September 30,						Nine Months Ended September 30,
	2017			2016			2017			2016
Basic net (loss) income per common share
Net (loss) income	$	(1,410	)	$	248		$	(3,227	)	$	(3,663	)
Add: Excess of carrying value of Series C Preferred Stock over redemption value		—			—			459			—
Less: Preferred stock dividends		—			(7	)		(14	)		(21	)
Net (loss) income applicable to common stock	$	(1,410	)	$	241		$	(2,782	)	$	(3,684	)
Basic weighted average number of common shares outstanding		10,844			10,799			10,817			10,791
Basic net (loss) income per common share	$	(0.13	)	$	0.02		$	(0.26	)	$	(0.34	)
Diluted (loss) income per common share
Net (loss) income applicable to common stock	$	(1,410	)	$	241		$	(2,782	)	$	(3,684	)
Less: Excess of carrying value of Series C Preferred Stock over redemption value		—			—			—			—
Add: Preferred stock dividends		—			7			—			—
Net (loss) income applicable to dilutive common stock	$	(1,410	)	$	248		$	(2,782	)	$	(3,684	)
Basic weighted average number of common shares outstanding		10,844			10,799			10,817			10,791
Effect of dilutive securities
Dilutive stock awards		—			178			—			—
Dilutive preferred share conversions		—			83			—			—
		—			261			—			—
Diluted weighted average number of common shares outstanding		10,844			11,060			10,817			10,791
Diluted net (loss) income per common share	$	(0.13	)	$	0.02		$	(0.26	)	$	(0.34	)

Basic net income (loss) per common share is computed by dividing the net income (loss), less preferred dividends through March 31, 2018, by the weighted-average number of shares of common stock outstanding during a period. The diluted income (loss) per common share calculation gives effect to dilutive options, convertible preferred stock, and other potential dilutive common stock including restricted shares of common stock outstanding during the period. Diluted net income (loss) per share is based on the treasury stock method and includes the effect from potential issuance of common stock, such as shares issuable pursuant to the exercise of stock options, assuming the exercise of all in-the-money stock options. Common share equivalents have been excluded where their inclusion would be anti-dilutive.

~~Basic~~Shares ~~net~~to ~~loss~~be ~~per~~issued ~~common~~upon ~~share is computed by dividing~~ the ~~net~~exercise ~~loss, less preferred dividends and adding the excess~~ of ~~carrying value of Series C Preferred Stock over redemption value recognized on~~ the ~~conversion~~outstanding ~~of the Series C Preferred Stock~~options, ~~by the weighted~~performance-~~average~~based ~~number~~restricted ~~of shares of common~~ stock ~~outstanding during a period. The diluted loss per common share calculation gives effect to dilutive options~~units, convertible preferred stock, and ~~other~~selected ~~potential dilutive common stock including~~ restricted shares of common stock ~~outstanding~~excluded ~~during~~from the ~~period.~~income ~~Diluted net loss~~ per share iscalculation ~~based~~amounted onto ~~the~~0.7 ~~treasury~~million ~~stock method~~ and ~~includes~~2.3 ~~the~~million ~~effect~~in ~~from~~each ~~potential issuance~~ of ~~common~~the ~~stock,~~three-month ~~such~~periods asended ~~shares~~March ~~issuable~~31, ~~pursuant~~2018 toand ~~the~~2017, ~~exercise of stock options~~respectively, ~~assuming~~because the ~~exercise~~awards ofwere ~~all in-the-money stock options. Common share equivalents have been excluded where their inclusion would be~~ anti-dilutive.

Shares to be issued upon the exercise of the outstanding options, performance-based restricted stock units, convertible preferred stock, and selected restricted shares of common stock excluded from the income per share calculation amounted to 2.2 million and 1.7 million in each of the three-month and nine-month periods ended September 30, 2017 and 2016, respectively, because the awards were anti-dilutive.

(10) Accumulated Other Comprehensive Loss

Changes to accumulated other comprehensive loss during the ~~nine~~three months ended ~~September~~March 3031, ~~2017~~2018 were as follows (in thousands):

	Translation Adjustment
Balance—December 31, 2016	$	(5,028	)
Balance—December 31, 2017	$	(3,157	)
Current period other comprehensive income (loss)		1,690
Current period other comprehensive income		940
Balance—September 30, 2017	$	(3,338	)
Balance—March 31, 2018	$	(2,217	)

(11) Stock-Based Compensation

Stock~~-based~~ ~~compensation~~Incentive ~~expense~~Plan ~~was~~– ~~$0.4 million and $0.3 million for the three months ended September 30, 2017 and 2016, respectively.~~ Stock~~-based~~ ~~compensation expense for the nine months ended September 30, 2017 and 2016 was $1.2 million and $0.8 million, respectively.~~Options

~~Stock-based~~Juniper ~~compensation~~granted ~~relates~~options to ~~options~~purchase ~~granted~~293,500 toand ~~employees~~655,400 ~~non-employee~~shares ~~members~~ of common stock to employees during the ~~Board~~three ofmonths ~~Directors~~ended March 31, 2018 and ~~non-employees~~2017, ~~time-based~~respectively. ~~restricted~~There ~~stock~~were ~~units~~no options granted to non-employees ~~and~~during ~~non-employee~~the ~~members~~three ofmonths ~~the~~ended ~~Board~~March of31, ~~Directors~~2018 and ~~performance-based~~2017. ~~restricted~~Stock ~~stock~~options ~~units~~ granted to employees. ~~Total~~typically ~~stock-based~~vest ~~compensation~~over ~~expense~~a ~~was~~four-year ~~recorded~~term ~~to cost of revenues~~ and ~~operating~~options ~~expenses~~granted ~~based~~to ~~upon~~non-employee ~~the~~directors ~~functional~~typically ~~responsibilities~~vest ofover ~~the~~a ~~individuals~~three-year ~~holding the respective awards as follows (in thousands):~~term.

	Three Months Ended September 30,					Nine Months Ended September 30,
	2017			2016		2017			2016
Cost of revenues	$	84		$	94	$	143		$	152
Sales and marketing		12			17		35			48
Research and development		(38	)		23		(10	)		(14	)
General and administrative		313			195		1,048			618
Total	$	371		$	329	$	1,216		$	804

The Company uses the Black-Scholes option pricing model to determine the estimated grant date fair values for stock-based awards. The Black-Scholes option pricing model requires the input of various subjective assumptions, including the option’s expected life and the price volatility of the underlying stock. The Company’s assumptions do not include an estimated forfeiture rate.

~~There~~The ~~were~~weighted-average nogrant ~~option~~date ~~exercises~~fair invalues of options granted to employees during the ~~nine~~three months ended ~~September~~March 3031, 2018 and 2017 were $3.40 and ~~2016~~$2.44, respectively, using the following assumptions:

Juniper granted options to purchase 680,400 shares of common stock to employees and non-employee directors during the nine months ended September 30, 2017 and options to purchase 642,500 shares of common stock to employees during the nine months ended September 30, 2016. No stock options were granted to non-employee directors during the nine months ended September 30, 2016. Stock options granted to employees typically vest over a four-year term. Stock options granted to non-employee directors typically vest over a three-year term.

	Three Months Ended March 31,
	2018	2017
Risk free interest rate	2.15%	1.45% - 1.48%
Expected term	4.75 years	4.5 - 4.75 years
Dividend yield	—	—
Expected volatility	47.79% - 47.86%	54.60% - 55.20%

~~Juniper~~The ~~granted~~Company ~~52,700~~records ~~time~~stock-based ~~restricted~~compensation expense for stock ~~units~~options granted to non-employees ~~and~~based 66on the fair value of the stock options,~~234~~ ~~time~~which is re-measured over the graded vesting term resulting in periodic adjustments to stock-based ~~restricted~~compensation expense. The stock-based ~~units~~compensation toexpense recorded for non-employees is primarily reflected in the research and development line of the statement of operations and is remeasured on a quarterly basis from the date of grant. The Company did not record any stock-based expense for non-employee ~~directors~~awards during the ~~nine~~three months ended ~~September~~March 3031, ~~2017~~2018 as all options were fully vested. ~~Juniper~~ ~~granted~~During 42the three months ended March 31,~~203~~ ~~restricted~~2017, the Company recorded a reduction of stock-based ~~units~~compensation toexpense of $0.1 million for non-employee ~~directors~~options ~~during~~as a result of changes in the ~~nine~~fair ~~months~~value ~~ended~~of ~~September~~the ~~30,~~options ~~2016~~during the period.

~~Juniper~~Stock ~~granted~~Option ~~186,000~~Plan ~~performance-based~~– ~~restricted~~Restricted stock units to employees during the nine months ended September 30, 2017. No performance-based restricted stock units were granted during the nine months ended September 30, 2016. The performance-based restricted stock units vest based on the occurrence of certain operational and strategic events which were determined by the Company’s Board of Directors. Stock

~~The~~Juniper ~~Company~~granted ~~uses~~122,300 ~~the~~and ~~Black~~5,625 time-~~Scholes~~based ~~option~~restricted ~~pricing~~stock ~~model~~units to ~~determine~~employees and non-employee directors, respectively, during the ~~estimated~~three ~~grant~~months ~~date~~ended ~~fair~~March ~~values~~31, ~~for~~2018. The Company granted 52,700 time-based restricted stock ~~options~~units ~~and~~to ~~estimates~~employees during the three months ended March 31, 2017. The weighted-average grant date fair value of the time-based restricted stock units was $8.18 and ~~performance~~$5.15 per share during the three months ended March 31, 2018 and 2017, respectively. The Company recognizes stock-based compensation expense for time-based restricted stock units ~~based~~over on the ~~closing~~vesting ~~price~~period. ofThere ~~the~~were ~~Company’s~~9,300 ~~common~~time-based restricted stock onunits that vested during the ~~date~~three ofmonths ~~grant~~ended March 31, 2018. ~~The~~No ~~Company’s~~time-based ~~assumptions~~restricted dostock ~~not~~units ~~include~~vested anduring ~~estimated~~the ~~forfeiture~~three ~~rate~~months ended March 31, 2017.

~~Option~~The Company granted 181,000 performance-~~pricing~~based ~~models~~restricted ~~require~~stock units to employees during the ~~input~~three ofmonths ~~various~~ended ~~subjective~~March ~~assumptions~~31, ~~including~~2017. No additional performance-based restricted stock units were granted during the ~~option’s~~three ~~expected~~months ~~life~~ended March 31, 2018. These performance-based restricted stock units vest based upon the occurrence of certain operational and strategic events that were determined by the ~~price~~Company’s ~~volatility~~Board of ~~the~~Directors ~~underlying~~and ~~stock.~~approved ~~Juniper~~by the Company’s ~~estimated~~Compensation ~~expected~~Committee. ~~stock~~The ~~price~~Company ~~volatility~~considers isthe performance criteria at each balance sheet date and recognizes stock-based oncompensation ~~its~~expense ~~own~~for ~~historical~~those ~~volatility~~criteria considered probable. ~~Juniper’s~~During ~~expected~~the ~~term~~year ofended ~~options~~and ~~granted~~at ~~during~~December ~~the~~31, ~~nine~~2017, ~~months~~109,550 ~~ended~~performance-based ~~September~~restricted 30stock units expired. At December 31, 2017, ~~and~~performance-based ~~2016~~restricted ~~was~~stock ~~derived~~units ~~using~~outstanding totaled 76,450. On January 8, 2018, the ~~simplified~~Company ~~method~~announced ~~for~~the ~~employees~~4.5-year ~~The~~extension ~~risk-free~~of ~~rate~~its supply agreement for Crinone with an affiliate of Merck KGaA, Darmstandt, Germany. On February 7, 2018, the ~~expected~~Company’s ~~term~~Compensation Committee of the ~~option~~Board isof ~~based~~Director onapproved the ~~U.S.~~vesting ~~Treasury~~of ~~yield~~27,800 ~~curve~~awards inaffiliated ~~effect~~with atthis performance condition and as a result the ~~time~~Company recorded a charge to stock compensation expense during the first quarter of ~~grant~~2018 totaling $0.1 million. At March 31, 2018, performance-based restricted stock units outstanding totaled 48,650.

1312

~~The~~Stock-based ~~weighted~~compensation relates to options granted to employees, non-~~average~~employee ~~grant~~directors ~~date~~and ~~fair~~non-employees, ~~values~~time-based ofrestricted ~~options~~stock units granted to employees ~~during~~and ~~the~~non-employee ~~nine~~directors ~~months~~and ~~ended~~performance-based ~~September~~restricted ~~30,~~stock ~~2017~~units ~~and~~granted ~~2016~~to ~~were~~employees. Stock-based compensation expense was $20.436 million and $40.713 million for the three months ended March 31, ~~respectively~~2018 and 2017, ~~using~~respectively. Total stock-based compensation expense was recorded to cost of revenues and operating expenses based upon the ~~following~~functional ~~assumptions~~responsibilities of the individuals holding the respective awards as follows (in thousands):

	Nine Months Ended September 30,
	Three Months Ended March 31,
	2017		2016
	2018		2017
Risk free interest rate	1.45% - 1.59%		0.85% - 1.14%
Cost of revenues	$	38	$	28
Expected term	4.5 - 4.75 years		4.75 years
Sales and marketing		13		11
Dividend yield		-		-
Research and development		18		(43	)
Expected volatility	53.15% - 55.20%		78.08% - 79.29%
General and administrative		497		345
Total	$	566	$	341

~~The~~There ~~Company~~were ~~records~~226,876 ~~stock-based compensation expense for stock options granted to non-employees based on the fair value~~ of ~~the~~ stock ~~options,~~option ~~which~~exercised isduring ~~re-measured over~~ the ~~graded~~three vesting term resulting in periodic adjustments to stock-based compensation expense. The stock-based compensation expense recorded for non-employees is primarily reflected in the research and development line of the statement of operations and is remeasured on a quarterly basis from the date of grant. During the nine months ended ~~September~~March 3031, ~~2017,~~2018 ~~the Company recorded a reduction of stock-based compensation expense of $0.1 million~~ for ~~non-employee~~which ~~options as a result of changes in~~ the ~~fair value of the options during the period. During the nine months ended September 30, 2016, the~~ Company ~~recorded~~received ~~a reduction of stock-based compensation expense of~~ $01.24 million ~~for non-employee options~~. No ~~tax benefit has been recognized due to the net tax losses during the periods presented.~~ There were no ~~options~~option ~~granted~~exercises ~~to non-employees~~ during the ~~nine~~three months ended ~~September~~March 3031, 2017 ~~and 2016~~.

~~The~~As ~~weighted-average grant date fair value~~ of ~~both~~March ~~the~~31, ~~time-based~~2018, ~~restricted stock units and performance-based restricted stock units was $4.97 per share during~~ the ~~nine~~total ~~months~~unrecognized ~~ended~~compensation ~~September~~cost ~~30,~~related ~~2017. The~~to ~~Company~~outstanding ~~recognizes~~ stock~~-based~~ ~~compensation~~options ~~expense~~and ~~for~~ time-based restricted stock units ~~over~~expected ~~the~~to ~~vesting~~vest ~~period~~was $4. ~~For~~3 ~~performance-based restricted stock units~~million, which the Company ~~considers~~expects ~~the~~to ~~performance~~recognize ~~criteria~~over ata ~~each balance sheet date and recognizes stock~~weighted-~~based~~average ~~compensation~~period ~~expense~~of ~~for those criteria considered probable~~2. ~~The~~98 ~~criteria associated with these performance-based stock units were not determined to be probable at September 30, 2017 and as such, no expense was recorded~~years.

As of September 30, 2017, the total unrecognized compensation cost related to outstanding stock options, time-based restricted stock units and performance-based restricted stock units expected to vest was $4.4 million, which the Company expects to recognize over a weighted-average period of 3.55 years.

During the three months ended September 30, 2017, in conjunction with the corporate reprioritization (see Note 15) announced in September 2017, the Company modified options held by an executive to extend the exercise period allowed and recorded incremental stock-based compensation of approximately $17,000 as a component of Restructuring expense. The Company recognized the forfeiture on unvested awards upon the executive’s departure and has recognized a reduction in stock-based compensation of approximately $68,000 during the period ended September 30, 2017.

(12) Fair Value of Financial Instruments

UThe Company is required to disclose information on all assets and liabilities reported at fair value that enables an assessment of the inputs used in determining the reported values.S. ~~GAAP~~ASC 820 establishes a framework for measuring fair value ~~under~~U.S. ~~generally~~GAAP ~~accepted accounting principles~~ and enhances disclosures about fair value measurements. Fair value is defined as the amount that would be received for an asset or paid to transfer a liability (i.e., an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value maximize the use of observable inputs and minimize the use of unobservable inputs. The standard describes the following fair value hierarchy based on three levels of inputs, of which the first two are considered observable and the last unobservable, that may be used to measure fair value:

Level 1: Quoted prices in active markets for identical assets and liabilities.

Level 2: Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.

Level 3: Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.

The fair value of cash and cash equivalents are classified as Level 1 at ~~September~~March 3031, ~~2017~~2018 and December 31, ~~2016~~2017.

14Some of the estimates and assumptions in the Company's goodwill impairment assessment include: the amount and timing of the projected net cash flows, the discount rate, and the tax rate.

The fair values of accounts receivable and accounts payable approximate their respective carrying amounts. The Company’s long-term debt is carried at amortized face value, which approximates fair value based on current market pricing of similar debt instruments and is categorized as a Level 2 measurement.

~~During~~The ~~the three and nine months ended September 30, 2017, the~~ Company did not have transfers of financial assets between Level 1 and Level 2.

(13) Income Taxes

During the three ~~and nine~~ months ended ~~September~~March 3031, ~~2017~~2018, Juniper recorded anno income tax ~~benefit~~expense ofas ~~$45,000, representing an effective tax rate of 3.1% and 1.4%, respectively. This benefit reflecting an adjustment to~~ the Company’s ~~foreign~~had ~~income~~net ~~inclusion~~loss ~~for~~carryforwards ~~U.S.~~to ~~tax~~off-set ~~purposes,~~expected ~~which~~taxable ~~reduced its alternative minimum tax recorded in 2016. No~~ income ~~tax expense has been recorded due to expected losses~~ forecasted for the year. ~~During~~which ~~the~~are ~~three~~fully ~~months~~offset ~~ended~~by ~~September~~valuation ~~30,~~allowances ~~2016,~~maintained ~~Juniper~~in ~~recorded~~the ~~income tax benefit of $5~~U.S.,~~000,~~ ~~representing~~United anKingdom ~~effective~~and ~~tax rate of (2~~France.~~1)%.~~ During the ~~nine~~three months ended ~~September~~March 3031, ~~2016~~2017, Juniper recorded no income tax expense ofdue ~~$47,000,~~to ~~representing~~expected anlosses ~~effective~~forecasted ~~tax rate of (1.3)%. The income tax provision~~ for the ~~three and nine months ended September 30, 2016, is primarily attributable to alternative minimum taxes~~year.

~~Juniper~~On ~~files~~December ~~income~~22, ~~tax~~2017 ~~returns~~President inDonald ~~the~~Trump signed into U.S. ~~federal~~law ~~jurisdiction,~~the Tax Cuts and inJobs ~~various~~Act ~~state~~of ~~and~~2017 ~~foreign~~(“Tax ~~jurisdictions~~Reform”). ~~Juniper~~ASC isTopic no740, Accounting ~~longer~~for ~~subject~~Income Taxes, requires companies to ~~U.S.~~recognize ~~federal~~the ~~income~~effect of tax ~~examinations~~law bychanges ~~tax~~in ~~authorities~~the period of enactment even though the effective date for ~~years~~most ~~prior~~provisions tois ~~2012.~~for ~~Additionally,~~tax ~~with~~years ~~few~~beginning ~~exceptions~~after December 31, ~~Juniper~~2017, isor noin ~~longer~~the ~~subject~~case toof ~~U.S.~~certain ~~state~~other ~~tax~~provisions ~~examinations~~of ~~for~~the ~~years~~law, ~~prior~~January to1, ~~2012~~2018.

One of the Tax Reform provisions effective January 1, 2018 includes a minimum tax on certain foreign earnings in excess of 10% of the foreign subsidiaries tangible assets (i.e., global intangible low-taxed income or “GILTI”). Under the U.S. generally accepted accounting principles, companies are allowed to make an accounting policy election of either (i) account for GILTI as a component of tax expense in the period in which the Company is subject to the rules (the “period cost method”), or (ii) account for GILTI in the Company’s measurement of deferred taxes (the “deferred method”). The Company is currently accounting for GILTI using the period cost method as it continues to evaluate the two policies available. Under the period cost method, the Company has included approximately $0.5 million GILTI in US taxable income, fully off-set by net operating loss carryforwards.

Given the significance of the legislation, the FASB issued ASU No. 2018-05, Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin No. 118, which allows registrants to record provisional amounts during a one year “measurement period” similar to that used when accounting for business combinations. However, the measurement period is deemed to have ended prior to the one-year term when the registrant has obtained, prepared, and analyzed the information necessary to finalize its accounting. During the measurement period, impacts of the law are expected to be recorded at the time a reasonable estimate for all or a portion of the effects can be made, and provisional amounts can be recognized and adjusted as information becomes available, prepared, or analyzed. As of March 31, 2018, the Company has not recorded any incremental accounting adjustments related to the impact of Tax Reform that were recorded in its December 31, 2017 financial statements and it continues to assess its provisional estimate and technical interpretations of its application.

The Company operates in multiple countries. Accordingly, separate tax filings are required based on jurisdiction. Due to the separate tax filings of our U.S., U.K. and France jurisdictions, the Company has evaluated the need for a valuation allowance on a separate jurisdiction basis. As of March 31, 2018, the Company continues to maintain a full valuation allowance against all net deferred tax assets.

Tax Reform included a mandatory one-time tax on accumulated earnings of foreign subsidiaries, and as a result, all previously unremitted earnings for which no U.S. deferred tax liability had been accrued have now been subject to U.S. tax. Notwithstanding the U.S. taxation of these amounts, the Company intends to continue to invest all of these earnings, as well as the capital in these subsidiaries, indefinitely outside of the U.S. The amount of any unrecognized deferred tax liability on these undistributed earnings would be immaterial.

The Company files tax returns in the United States, United Kingdom, France and various state jurisdictions. All of the Company’s tax years remain open to examination by major taxing jurisdictions to which the Company is subject, as carryforward attributes generated in past years may still be adjusted upon examination by the Internal Revenue Service or state and foreign tax authorities if they have or will be used in future periods. The Internal Revenue Service has concluded their audit of the 2011 and 2012 tax years. There were no material findings resulting from their audit. Additionally, with few exceptions, Juniper is no longer subject to U.S. state tax examinations for years prior to 2012.

(14) Recent Accounting Pronouncements

Adopted

In ~~March~~August 2016, the ~~Financial Accounting Standards Board (“~~FASB”) issued ~~Accounting Standards Update (“~~ASU”) No. 2016-0915, ~~Compensation~~ -Classification ~~Stock~~of ~~Compensation~~Certain ~~(Topic~~Cash ~~718):~~Receipts ~~Improvements~~and toCash ~~Employee~~Payments, ~~Share-Based Payment Accounting~~ (“ASU 2016-0915”), which amends the guidance of ASC No. ~~The~~230 ~~standard~~on isthe ~~intended~~classification toof ~~simplify~~certain ~~several~~items ~~areas~~in the statement of ~~accounting~~cash ~~for~~flows. ~~share~~The primary purpose of ASU 2016-~~based~~15 ~~compensation~~is ~~arrangements,~~to ~~including~~reduce the ~~income~~diversity ~~tax~~in ~~impact,~~practice ~~classification~~by ofmaking ~~awards~~amendments asthat ~~either~~add ~~equity~~ or ~~liabilities~~clarify ~~and~~the ~~classification~~guidance on ~~the~~eight ~~statement~~specific of cash ~~flows~~flow issues. ASU 2016-0915 is effective for all fiscal years beginning after December 15, ~~and~~2017, including interim periods within those fiscal years,. ~~beginning~~ASU ~~after~~2016-15 ~~December~~should 15be applied retrospectively to all periods presented, ~~2016.~~but ~~The~~may ~~Company~~be ~~adopted~~applied prospectively from the ~~standard~~earliest aspracticable ofif ~~January~~retrospective 1,application ~~2017~~would be impracticable. The adoption of this standard did not have aan ~~material~~ impact on the Company’s consolidated financial ~~position,~~statements ~~results~~and ofrelated ~~operations or cash flows~~disclosures.

In November 2015, the FASB issued ASU No. 2015-17, Income Taxes (Topic 740): Balance Sheet Classification of Deferred Taxes (“ASU 2015-17”). The standard requires that deferred tax assets and liabilities be classified as noncurrent on the balance sheet rather than being separated into current and noncurrent. ASU 2015-17 is effective for fiscal years, and interim periods within those years, beginning after December 15, 2016. The standard may be applied either retrospectively or on a prospective basis to all deferred tax assets and liabilities. The Company adopted the standard as of January 1, 2017. The adoption did not have a material impact on the Company’s financial position.14

In ~~July~~January ~~2015~~2016, the FASB issued ASU ~~No. 2015~~2016-1101, Financial Instruments ~~Simplifying~~– ~~the~~Recognition and Measurement of ~~Inventory.~~Financial ~~This~~Assets ~~ASU~~and ~~simplifies~~Financial ~~the~~Liabilities, ~~measurement~~which ofprovides ~~inventory~~new byguidance ~~requiring~~for ~~certain~~the ~~inventory~~recognition, tomeasurement, bepresentation, ~~measured~~and atdisclosure ~~the lower~~ of ~~cost~~financial orassets ~~net~~and ~~realizable value~~liabilities. The ~~amendments~~standard inbecame ~~this ASU are~~ effective ~~for~~beginning ~~fiscal~~in ~~years~~the ~~beginning~~first ~~after~~quarter ~~December~~of ~~15,~~2018 ~~2016~~ and ~~for~~early ~~interim~~adoption ~~periods~~is ~~therein~~permitted. The ~~Company~~adoption ~~adopted~~of ~~the~~this standard ~~as of January 1, 2017. The adoption~~ did not have aan ~~material~~ impact on the Company’s consolidated financial ~~position,~~statements ~~results~~and ofrelated ~~operations or cash flows~~disclosures.

To be adopted

In January 2017, the FASB issued ASU ~~No.~~ 2017-04, Simplifying the Test for Goodwill Impairment. The standard simplifies the accounting for goodwill impairment by removing Step 2 of the goodwill impairment test, which requires a hypothetical purchase price allocation. The ASU is effective for annual or interim goodwill impairment tests in fiscal years beginning after December 15, 2019, and should be applied on a prospective basis. Early adoption is permitted for interim or annual goodwill impairment tests performed on testing dates after January 1, 2017. The adoption of this standard is not expected to have aan ~~material~~ impact on the Company’s consolidated financial statements and related disclosures.

OnIn ~~August~~February ~~26,~~ 2016, the FASB issued ASU No. 2016-1502, ~~Classification~~Leases. ofThe ~~Certain~~new ~~Cash~~standard ~~Receipts~~establishes ~~and~~a ~~Cash~~right-of-use ~~Payments~~ (~~"ASU 2016-15"~~“ROU”), ~~which~~model ~~amends~~that ~~the~~requires ~~guidance~~a inlessee ~~ASC~~to ~~No.~~record ~~230~~a onROU ~~the~~asset ~~classification~~and ofa ~~certain~~lease ~~items~~liability inon the ~~statement~~balance ofsheet ~~cash~~for ~~flows.~~all ~~The~~leases ~~primary~~with ~~purpose~~terms oflonger ~~ASU~~than ~~2016-15~~12 ismonths. toLeases ~~reduce~~will ~~the~~be ~~diversity~~classified inas ~~practice~~either byfinance ~~making~~or ~~amendments~~operating, ~~that~~with ~~add~~classification oraffecting ~~clarify~~ the ~~guidance~~pattern onof ~~eight~~expense ~~specific~~recognition ~~cash~~in ~~flow~~the ~~issues~~income statement. ~~ASU~~The ~~2016-15~~new standard is effective for fiscal years beginning after December 15, ~~2017~~2018, including interim periods within those fiscal years. A modified retrospective transition approach is required for lessees for capital and operating leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements, with certain practical expedients available. The Company is currently evaluating the method and impact that the adoption will have on its consolidated financial statements and related disclosures.

periods within those fiscal years. ASU 2016-15 should be applied retrospectively to all periods presented, but may be applied prospectively from the earliest date practicable if retrospective application would be impracticable. The Company is currently assessing the impact ASU 2016-15 will have on its consolidated financial statements.

In February 2016, the FASB issued ASU No. 2016-02, Leases. The new standard establishes a right-of-use (ROU) model that requires a lessee to record a ROU asset and a lease liability on the balance sheet for all leases with terms longer than 12 months. Leases will be classified as either finance or operating, with classification affecting the pattern of expense recognition in the income statement. The new standard is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. A modified retrospective transition approach is required for lessees for capital and operating leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements, with certain practical expedients available. The Company is currently evaluating the method and impact that the adoption will have on its consolidated financial statements and related disclosures.

In January 2016, the FASB issued ASU No. 2016-01, Financial Instruments – Recognition and Measurement of Financial Assets and Financial Liabilities, which provides new guidance for the recognition, measurement, presentation, and disclosure of financial assets and liabilities. The standard becomes effective for Juniper beginning in the first quarter of 2018 and early adoption is permitted. The Company is currently evaluating the effect, if any, that the standard will have on its consolidated financial statements and related disclosures.

In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers (“ASU 2014-09”), which provides guidance for revenue recognition. ASU 2014-09 affects any entity that either enters into contracts with customers to transfer goods or services or enters into contracts for the transfer of nonfinancial assets and supersedes the revenue recognition requirements in Topic 605, Revenue Recognition, and most industry-specific guidance. This ASU also supersedes some cost guidance included in Subtopic 605-35, Revenue Recognition-Construction-Type and Production-Type Contracts. In August 2015, the FASB issued ASU No. 2015-14, Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date, which defers the effective date of ASU 2014-09 by one year, but permits companies to adopt one year earlier if they choose (i.e. the original effective date). As such, ASU 2014- 09 will be effective for annual and interim reporting periods beginning after December 15, 2017. In March and April 2016, the FASB issued ASU No. 2016-08, Revenue from Contracts with Customers (Topic 606): Principal versus Agent Consideration (Reporting Revenue Gross versus Net) and ASU No. 2016-10, Revenue from Contracts with Customers (Topic 606): Identifying Performance Obligations and Licensing, respectively, which clarify the guidance on reporting revenue as a principal versus agent, identifying performance obligations and accounting for intellectual property licenses. In addition, in May 2016 and December 2016, the FASB issued ASU No. 2016-12, Revenue from Contracts with Customers (Topic 606): Narrow-Scope Improvements and Practical Expedients and ASU No. 2016-20, Technical Corrections and Improvements to Topic 606, Revenue from Contracts with Customers, both of which amend certain narrow aspects of Topic 606. The standard’s core principle is that a company will recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which a company expects to be entitled in exchange for those goods or services. In doing so, companies will need to use more judgment and make more estimates than under today’s guidance. Currently, the Company is in the process of reviewing our historical contracts and evaluating the impact of ASU 2014-09 on its accounting policies, processes and system requirements, and has assigned internal resources and engaged a third-party provider to assist in its evaluation. While the Company continues to assess the impact of the new standard, there is the potential for changes to the pattern of revenue recognition for its arrangements with Merck, where revenue may be recorded earlier than under current guidance, and an impact could be material. The Company’s product revenue could be impacted by a number of items, including inventory levels on the adoption date. The Company is also evaluating its service revenue arrangement to assess changes in performance obligation, inclusion of variable consideration in the transaction price, allocation of the transaction price based on relative standalone selling prices, timing of recognition, accounting for contract acquisition costs, among other areas, as well as the related financial statement disclosures. To date, the Company has not identified any significant differences in its service revenue contracts, and the amount of any change upon adoption, if any, will depend upon the agreements in place at the adoption date. The Company expects to complete its assessment, identify and implement the necessary changes to its business processes, systems and controls to support revenue recognition and disclosures under the new standard. However, the assessment is ongoing and further analysis may identify future impacts. The guidance is effective for the Company beginning January 1, 2018 and, at that time the Company plans to adopt the standard using the modified retrospective approach.

(15) Restructuring Charges

In September 2017, the Company announced a corporate reprioritization which aimed to re-focus its resources on the core businesses of Crinone progesterone gel and JPS and reduce expenditures on research and development activities associated with the Company’s ~~intravaginal ring (~~IVR) program with the goal of potentially identifying a partner for one or more of its IVR product candidates. As a result, during the ~~three~~fiscal ~~and~~year ~~nine months~~ ended ~~September~~December 3031, 2017, the Company incurred approximately $0.8 million in restructuring charges. The Company accounted for these actions in accordance with ASC 420, Exit or Disposal Cost Obligations. This restructuring expense included approximately $0.4 million for one-time severance and other employee-related costs, approximately $0.3 million future obligations due under our manufacturing and development contracts, approximately $17,000 in

The following table summarizes the components of the Company’s restructuring activity recorded in the accompanying balance sheets (in thousands):

	Amounts accrued at December 31, 2017		Expense incurred		Amounts paid			Amounts accrued at March 31, 2018
Employee severance, benefits and related costs	$	72	$	—	$	(72	)	$	—
Obligations under manufacturing and development contracts		283		—		(113	)		170
	$	355	$	—	$	(185	)	$	170

No significant additional charges are anticipated relating to this restructuring plan. The Company expects to pay approximately $0.1 million and $0.1 million during the remainder of 2018 and beyond, respectively.

(16) Revenue from Contracts with Customers

The new accounting standard for recognition of revenue, Topic 606, was adopted by the Company for its fiscal year beginning on January 1, 2018. In accordance with Topic 606, the Company recognizes revenue following the five-step model based on the principle that an entity should recognize revenue to depict the transfer of promised goods or services to customers at an amount that reflects the consideration the entity expects to be entitled to in exchange for those goods or services. The five-step model prescribed under Topic 606 include: (i) identify contract(s) with a customer; (ii) identify the performance obligations in the contract; (iii) determine the transaction price; (iv) allocate the transaction price to the performance obligations in the contract; and (v) recognize revenues when (or as) the Company satisfies the performance obligation. The Company adopted Topic 606 using the modified retrospective transition method. In adopting Topic 606, the Company applied the new guidance only to contracts that were not completed on January 1, 2018. The Company does not disclose information about remaining performance obligations that are part of contracts with an original expected duration of one year or less and does not adjust for the effect of the financing components when the period between customer payment and revenue recognition is one year or less, which are practical expedients provided within Topic 606.

Product Revenue

The adoption of Topic 606 resulted in a change in the pattern of revenue recognition for product revenue. Our revenue and related cost of sales are primarily the result of firm purchase commitments, generally only for a short period of time. Revenue is recognized when our performance obligation has been met, upon shipment to the customer. Selling prices to Merck KGaA for Crinone are determined on an annual and country-by-country basis. Juniper records revenue at a transaction price that most closely approximate what it will be sold for by Merck KGaA. The transaction price is determined by evaluating the Merck KGaA selling price. The Company records as deferred revenue amounts invoiced above the transaction price. Accordingly, product revenue in each period includes both an amount for product shipped to Merck KGaA in the current period recognized at the transaction price and an amount for product shipped by Merck KGaA to its customers in the current period equal to the difference between the invoice price and the transaction price.

Product revenue is recorded net of variable consideration which include volume discounts and price adjustments. Merck KGaA is entitled to a volume discount based on annual purchases. The Company records reserves against revenue on a quarterly basis to reflect the volume discount expected to be earned by Merck KGaA during the year. In addition, any difference between selling price to Merck KGaA and Merck KGaA’s actual net selling price are billed or credited to Merck KGaA in the quarter the product is sold through by Merck KGaA. Product sales are recorded net of value-added tax and similar taxes. Shipping and handling costs are recorded in cost of revenue.

Upon adoption, the Company recorded approximately $5.7 million as an adjustment to both deferred revenue and accumulated deficit. In accordance with Topic 605, the Company would have recognized approximately $8.7 million in product revenue for the three months ended March 31, 2018 and product deferred revenue as of that date would have been $7.3 million.

Service Revenue

The adoption of Topic 606 did not have an impact on how the Company recognizes service revenue.

Juniper recognizes substantially all of the Company’s professional services revenues under written contracts as the services are provided, and only in those situations where collection from the client is reasonably assured. Contracts with customers may include multiple performance obligations. For such arrangements, the Company allocates revenues to each performance obligation based on its relative standalone selling price. When entering into multiple element arrangements, the Company identifies whether its performance obligations under the arrangement represent a distinct good or service or a series of distinct goods or services. A series of distinct goods or services is required to be accounted for as a single performance obligation provided that (i) each distinct good or service in the series promised would meet the criteria to be a performance obligation satisfied over-time; and (ii) the same method would be used to measure the Company’s progress toward complete satisfaction of the performance obligation to transfer each distinct good or service in the series to the customer. If a contract is separated into more than one performance obligation, the Company allocates the total transaction price to each performance obligation in an amount based on the estimated relative standalone selling prices of the promised goods or services underlying each performance obligation. The fair value of deliverables under the arrangement may be derived using a “best estimate of selling price” if vendor-specific objective evidence and third-party evidence is not available.

~~additional~~Significant ~~stock~~management judgment is required in determining the consideration to be earned under an arrangement and the period over which the Company is expected to complete its performance obligations under an arrangement. Service revenues from a majority of Juniper’s fixed-price engagements are recognized on a proportional performance method based ~~compensation~~on ~~expense~~the ~~associated~~ratio ~~with~~of costs incurred, substantially all of which are labor-related, to the ~~modification~~total estimated project costs. The proportional performance method is used for fixed-price contracts because reasonably dependable estimates of the ~~exercise~~revenues ~~period~~and costs applicable to various stages of a contract can be made, based on ~~options~~historical ~~held~~experience byand anthe ~~executive~~terms set forth in the contract, and ~~approximately~~are ~~$14~~indicative of the level of benefit provided to Juniper’s clients. Project costs are classified in costs of services and are based on the direct salary of the employees on the engagement plus all direct expenses incurred to complete the engagement,~~000~~ ~~related~~including any amounts billed to Juniper by its vendors. In the event of a termination, fixed-price ~~asset~~contracts ~~impairments~~generally ~~resulting~~provide ~~from~~for payment for services rendered up to the ~~discontinuation~~termination date. Service revenues also include reimbursements, which include reimbursement for travel and other out-of-pocket ~~use~~expenses, outside consultants, and other reimbursable expenses. Amounts invoiced not yet earned on ~~assets~~service ~~associated~~revenue ~~with~~are ~~programs~~deferred ~~terminated~~until such time as performance is rendered or the obligation to perform the service is completed for service revenues.

NoThe professional service contracts that Juniper enters into and operates under specify whether the engagement will be billed on a time-and-materials or a fixed-price basis. These engagements generally last three to six months, although some of Juniper’s engagements can be longer in duration. Payments terms vary by the type and services offered. The term between invoicing and when payment is due is not significant. ~~additional~~In ~~charges~~certain cases, Juniper bills clients prior to work being performed, which requires Juniper to defer revenue in accordance with U.S. GAAP. Revenues from time-and-materials service contracts are ~~anticipated~~recognized ~~relating~~as the services are performed based upon hours worked and contractually agreed-upon hourly rates, as well as indirect fees based upon hours worked. Juniper collects value-added tax from its customers for revenue generated out of the United Kingdom for which the customer is not tax exempt and remits such taxes to ~~this~~the ~~restructuring~~appropriate ~~plan~~governmental authority. Juniper presents its value added tax on a net basis; therefore, these taxes are excluded form revenues.

The Company ~~has~~generally expenses commission when incurred because the amortization period would have been one year or less. These costs are recorded awithin ~~liability~~sales ~~totaling~~and ~~approximately~~marketing $0expenses.7 ~~million~~Juniper ~~for~~does ~~ongoing~~not ~~payments~~disclose ~~due~~the ~~associated~~value of unsatisfied performance obligations for (i) contracts with ~~severance~~an ~~and~~original ~~employee-related~~expected ~~costs~~length of one year or less and ~~future~~(ii) ~~contractual~~contracts ~~obligations.~~for ~~Severance~~which ~~payments~~the ~~totaling~~Company ~~approximately~~recognized ~~$23,000~~revenue ~~were~~at ~~paid~~the ~~during~~amount to which it has the ~~three~~right ~~months~~to ~~ended~~invoice ~~September~~for ~~30,~~services ~~2017~~performed. ~~The~~For contracts that exceed one year in duration, the Company ~~expects~~has torecorded ~~pay~~contract ~~approximately~~costs totaling $0.32 million. ~~during~~For the ~~remainder~~quarter ofended ~~2017~~March 31, 2018, in accordance with Topic 605, the Company would have recognized a reduction in sales and marketing expense of approximately $0.4 ~~million~~thousand. inThe ~~2018~~ending balance of prepaid expenses and ~~beyond~~other current assets as of March 31, 2018 was $0.2 million.

A summary of changes in deferred revenue balances for product and service revenue is as follows:

	Product Revenue			Service Revenue			Total
Opening Balance - December 31, 2017	$	5,888		$	253		$	6,141
Additions		191			335			526
Recognized into Revenue		(150	)		(179	)		(329	)
Recognized into Accumulated Deficit		(5,703	)		—			(5,703	)
Ending Balance - March 31, 2018	$	226		$	409		$	635

(17) Subsequent Event

On April 24, 2018, Juniper entered into an Exclusive License Agreement with Daré Bioscience, Inc. (Daré), the “Daré License Agreement”) pursuant to which the Company granted Daré (a) an exclusive worldwide license under certain patent rights (i) owned by the Company and (ii) exclusively licensed to the Company under the License Agreement, dated as of March 25, 2015, by and between Juniper and The General Hospital Corporation, as amended, to make, have made, use, have used, sell, have sold, import and have imported products and processes; and (b) a non-exclusive worldwide license under certain technological information owned by the Company to make, have made, use, have used, sell, have sold, import and have imported products and processes. Daré is also entitled to sublicense the rights granted to it under the Daré License Agreement.

As consideration, the Company would receive a $250,000 license fee from Daré in connection with the execution of the Daré License Agreement, and the Company is entitled to receive an annual license maintenance fee from Daré in the amount of $50,000 for the first two anniversaries of the effective date of the Daré License Agreement, increasing to $100,000 for each anniversary thereafter. The Company is also entitled to receive potential future development and sales milestone payments of up to $43.8 million (up to $13.5 million in development milestones and up to $30.3 million in sales milestones) for each product or process covered by the licenses granted under the License Agreement, and is eligible to receive mid-single-digit to low double-digit royalties based on worldwide net sales of products and processes covered by the licenses granted under the Daré Licensee Agreement. The royalty term shall terminate on a product-by-product basis (or process-by-process) basis on the latest of (i) the expiration date of the last valid

claim within the licensed patent rights in a country, (ii) ten (10) years following the first commercial sale of a product or process in a country, or (iii) the entry of generic competition for a product or process in a country, provided that if there is no generic competition for a product or process in a country by the ten (10) year anniversary of the first commercial sale of a product or process in a country, the royalty term shall terminate on the ten (10) year anniversary of the first commercial sale of such product or process in the country. In addition, if Daré sublicenses any of its rights under the Daré License Agreement, the Company is eligible to a low double-digit percentage of all sublicense income received by Daré for the sublicense of such rights to a third party, in lieu of the royalties on net sales noted above.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Forward-Looking Information

This Quarterly Report on Form 10-Q (“Quarterly Report”) contains information that may constitute forward-looking statements. Generally, forward-looking statements can be identified by words such as “may,” “will,” “plan,” “believe,” “expect,” “intend,” “anticipate,” “potential,” “should,” “estimate,” “predict,” “project,” “would,” and similar expressions, which are generally not historical in nature. However, the absence of these words or similar expressions does not mean that a statement is not forward-looking. All statements that address operating performance, events or developments that we expect or anticipate will occur in the future—including statements relating to our future operating or financial performance or events, our strategy, goals, plans and projections regarding our financial position, our liquidity and capital resources, and our product development—are forward-looking statements. Management believes that these forward-looking statements are reasonable as and when made. However, caution should be taken not to place undue reliance on any such forward-looking statements because such statements speak only as of the date when made. Our Company undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law. In addition, forward-looking statements are subject to certain known and unknown risks, uncertainties and factors that may cause actual results to differ materially from our Company’s historical experience and our present expectations or projections. These risks and uncertainties include, but are not limited to, those described in this Quarterly Report on Form 10-Q, ~~our Quarterly Reports on Form 10-Q for the quarters ended March 31, 2017~~ and ~~June 30, 2017 and~~ our Annual Report on Form 10-K for the year ended December 31, ~~2016~~2017, and those described from time to time in our future reports filed with the Securities and Exchange Commission (the “SEC”).

You should read this Quarterly Report and the documents that we have filed as exhibits to this Quarterly Report completely and with the understanding that our actual future results may be materially different from what we expect. While we may elect to update forward-looking statements at some point in the future, we do not undertake any obligation to update any forward-looking statement, whether written or oral, that may be made from time to time, whether as a result of new information, future events or otherwise.

Company Overview

We are a diversified healthcare company with core businesses consisting of our Crinone® (progesterone gel) franchise and our fee-for-service pharmaceutical development and manufacturing business called Juniper Pharma Services, or (“JPS”). InOur ~~addition~~commercial product and product development programs utilize our proprietary drug delivery technologies, which we believe are ~~seeking~~suited to ~~use~~applications in women’s health. These technologies consist of our bioadhesive delivery system (“BDS”), a polymer designed to adhere to epithelial surfaces or mucosa and achieve sustained and controlled delivery of active drug product, and our novel IVR technology. In April 2018, we partnered the development our differentiated intravaginal ring (“IVR”) technology to Daré Bioscience, Inc. (“Daré”) to advance a pipeline of product candidates intended to address the unmet needs in women’s health,. ~~through~~In ~~either~~addition, ~~internal~~under ~~development~~the oragreement, ~~external~~Daré ~~partnering.~~licensed Weworldwide ~~are~~rights ~~actively~~to ~~exploring~~our ~~new~~IVR ~~business~~technology ~~development~~and ~~collaborations,~~will ~~including~~be ~~co-development~~responsible ~~opportunities~~for ~~that~~conducting ~~could~~all ~~leverage~~research, ~~our~~development ~~IVR technology~~ and~~/or~~ ~~the~~commercial ~~pharmaceutical~~activities ~~development~~for ~~capabilities~~the ofIVR ~~JPS, including JNP-0201~~program.

In ~~September~~January ~~2017~~2018, we announced athat ~~reduction~~we ofwould ~~approximately~~be 8%exploring ofstrategic ~~our~~alternatives ~~workforce, primarily~~ in ~~the areas of new product research and development, in~~ order to ~~focus~~enhance ~~our~~shareholder ~~resources~~value. onWe ~~our~~engaged ~~core~~Rothschild ~~businesses.~~Global InAdvisory ~~addition,~~Group as ~~part of~~ our ~~more~~independent ~~focused~~financial ~~research~~advisor ~~and development strategy, we plan~~ to ~~complete~~assist ~~our~~us ~~ongoing~~and ~~preclinical animal studies for~~ our ~~IVR~~Board ~~program by the end~~ of ~~2017.~~Directors ~~At the completion of the~~ in ~~vivo~~evaluating ~~preclinical~~potential ~~studies,~~strategic ~~we may decide to further advance JNP-0201, a combination of Estradiol plus natural progesterone IVR for hormone replacement therapy (HRT) to address symptoms of menopause~~alternatives. ~~In addition, we may also seek the support of one or more partners for one or more of our IVR product candidates.~~

In September 2017, we announced a reduction of approximately 8% of our workforce, primarily in the areas of new product research and development, in order to focus our resources on our core businesses. In addition, as part of our more focused research and development strategy, we completed our in vivo preclinical animal studies and expect to finalize the results for our IVR programs, which consist of JNP-0101, JNP-0201 and JNP-0301 (the “IVR program”) in the first half of 2018 and effective in April 2018, we partnered the development of our IVR platform to Daré.

We currently operate in two segments: product and service. Our product segment oversees the supply chain and manufacturing of Crinone, our sole commercialized product, to our international commercial partner, Merck KGaA. Our service segment includes advanced analytical and consulting services, product development and clinical trial manufacturing as well as characterizing and developing pharmaceutical product candidates for our internal programs and managing certain preclinical activities.

CRINONE:

Crinone is a progesterone gel designed ~~to be used~~ for progesterone supplementation or replacement as part of an assisted reproductive technology treatment for infertile women with progesterone deficiency. Crinone is approved for marketing in the United States, Europe, ~~China~~Asia, Japan and certain other markets, and the ~~sole~~primary source of our ~~product~~commercial revenue ~~currently~~. We have licensed Crinone to our commercial partner, Merck KGaA, for the markets outside the United States and we receive product revenues from the manufacture and sale of Crinone internationally. WeIn 2010, we sold the U.S. intellectual property rights toof Crinone to Allergan ~~in 2010~~, and received royalty revenues from Allergan based on ~~its~~their U.S. sales through October 2016. In November 2016, we entered into an agreement with Allergan to monetize future royalty payments due to us. Under the agreement, we received a one-time non-refundable payment of $11.0 million in exchange for which Allergan is no longer required to make future royalty payments to us.

Crinone continues to be introduced in new countries by Merck KGaA. Under the terms of our current license and supply agreement with Merck KGaA, we manufacture and sell Crinone to Merck KGaA on a country-by-country basis at the greater of (i) direct manufacturing cost plus 20% or (ii) a percentage of Merck KGaA’s net selling price. Additionally, we are jointly cooperating with Merck KGaA to evaluate and implement manufacturing cost reductions, with both parties sharing any benefits realized from these initiatives. The license and supply agreement with Merck KGaA was renewed in April 2013, extending the expiration date to May 2020. If, at the end of the supply term, the parties cannot agree upon mutually acceptable terms for renewal of the supply 19

18Crinone continues to be introduced in new countries by Merck KGaA. In April 2013, our license and supply agreement with Merck KGaA for the sale of Crinone outside the United States was renewed for an additional five-year term, extending the expiration date to May 19, 2020. Under the terms of our current license and supply agreement with Merck KGaA, we sell Crinone to Merck KGaA on a country-by-country basis at the greater of (i) direct manufacturing cost plus 20% or (ii) a percentage of Merck KGaA’s net selling price based on a tiered structure. Additionally, we are jointly cooperating with Merck KGaA to evaluate and implement clinical manufacturing cost reductions, with both parties sharing any benefits realized from these initiatives. In January 2018, we announced the extension of this supply agreement for an additional 4.5-years through at least December 31, 2024. This extension allows for a volume tiered, fixed price per unit with minimum annual volume guarantees, beginning on July 1, 2020.

If, at the end of the supply term, the parties cannot agree upon mutually acceptable terms for renewal of the supply arrangement, Merck KGaA will have the option ofto ~~converting~~negotiate the ~~agreement~~purchase ~~into~~of aall ~~license~~of ~~agreement~~the ~~and~~Company’s ~~will~~assets berelated ~~free~~ to ~~manufacture,~~the orCrinone ~~have~~supply ~~manufactured,~~chain ~~Crinone~~and ~~pursuant~~ to transfer the ~~terms~~manufacturing ~~set~~to ~~forth~~a inthird party or take over the ~~current~~management ~~license~~of ~~and~~the supply ~~agreement~~of the product.

Product revenues include sales of Crinone to Merck KGaA and prior to November 2016, also included a royalty stream from Allergan based on U.S. sales of Crinone. This royalty stream ceased in connection with our November 2016 agreement with Allergan, under which we received a one-time payment of $11.0 million representing all future royalty amounts payable to us.

Pharmaceutical Service Business:

JPS, our ~~fee-for-service~~ pharmaceutical ~~development~~service ~~and manufacturing~~ business, offers a range of sophisticated technical services to the pharmaceutical and biotechnology industry. Our customers range from start-up biotechnology firms, ~~both in the U.S. and Europe,~~ to global pharmaceutical companies.

Within our services offering, we provide expertise to our customers on the characterization, development, and manufacturing of pharmaceutical compounds for clinical trials. We believe we have particular expertise in problem solving for challenging compounds that are considered “difficult to progress.” Our service model allows us to take our customers’ product candidates from early development through clinical ~~trials~~trial manufacturing. We also support our customers with advanced analytical and consulting services for intellectual property issues. We ~~have~~deploy ~~deployed~~ these same capabilities for our ~~in-house~~inhouse proprietary product development activities.

Through JPS, we also manage the global supply chain and contract manufacturing of Crinone, for our partner Merck KGaA.

Our Strategy:

Our strategy is to grow Crinone in key markets and expand both the JPS technical and geographic reach~~, while at the same time advancing a pipeline of new product candidates either through internal development or external partnering~~. Key elements of our strategy include:

• Supplying Crinone to our commercial partner, Merck KGaA, for sale in over 90 countries around the world; and

•

Growing revenue from our formulation, analytical and product development capabilities at JPS, and deploying those same capabilities for the advancement of our in-house product candidates;

• Completing our ongoing preclinical animal studies for our IVR program by the end of 2017 with the goal of seeking a partner for one or more of our IVR product candidates;

• Potentially continue to further develop our JNP-0201 product candidate, for hormone replacement therapy, leveraging our IVR technology; and

• Exploring potential business development collaborations, including co-development opportunities that leverage our IVR technology and/or the pharmaceutical development capabilities of JPS.

Our Product Candidates:

WeIn ~~have~~April a2018, ~~pipeline~~we ofpartnered ~~proprietary~~the ~~product candidates to treat unmet medical needs in women’s health. We have three preclinical product~~ development ~~programs~~of ~~utilizing~~ our IVR ~~technology~~platform, which ~~target~~consist ~~overactive~~of ~~bladder~~JNP-0101, ~~hormone~~JNP-0201 ~~replacement~~and ~~therapy~~JNP-0301 in(the ~~women~~“IVR program”), ~~and~~to ~~prevention~~Daré. ofIn ~~preterm~~addition, ~~birth~~under inthe ~~women~~agreement, ~~with~~Daré ~~short~~will ~~cervical~~be ~~length,~~responsible ~~each~~for asconducting ~~outlined~~all ~~below.~~research, Wedevelopment ~~are~~and ~~currently~~commercial ~~seeking~~activities ~~partnering opportunities~~ for ~~one~~the ~~or more~~ IVR ~~platform~~program.

Product Candidate	Indication/Field	Status
JNP-0101 - Oxybutynin IVR	Overactive bladder in women	Preclinical
JNP-0201 - Progesterone + Estradiol IVR	Hormone replacement therapy in post-menopausal population	Preclinical
JNP-0301 - Progesterone IVR	Prevention of preterm birth in women with short cervical length	Preclinical

We have a pipeline of proprietary product candidates to treat unmet medical needs in women’s health. We have three preclinical product development programs utilizing our IVR technology, which target overactive bladder, hormone replacement therapy in women, and prevention of preterm birth in women with short cervical length, each as outlined below.

We expect to have topline preclinical data for each of these product candidates by the end of 2017.

The expenditures that will be necessary to execute our business plan are subject to numerous uncertainties. Even if we successfully partner one or more of our product candidates, completion of clinical trials may take several years or more, and the length of time generally varies substantially according to the type, complexity, novelty and intended use of a product candidate. It is not

unusual for the clinical development of these types of product candidates to each take three years or more, and for total development costs to exceed $25 million for each product candidate. We estimate that clinical trials of the type we generally conduct are typically completed over the following timelines:

Clinical Phase		Estimated Completion Period
Phase 1		1 - 2 Years
Phase 2		1 - 3 Years
Phase 3		1 - 3 Years

The duration and the cost of clinical trials may vary significantly over the life of a project as a result of differences arising during the clinical trial protocol, including, among others, the following:

• the number of patients that ultimately participate in the trial;

• the duration of patient follow-up that seems appropriate in view of results;

• the number of clinical sites included in the trials;

• the length of time required to enroll suitable patient subjects; and

• the efficacy and safety profile of the product candidate.

Drug developers generally will test potential product candidates in preclinical studies for safety, toxicology and immunogenicity in addition to utilizing already published data for the underlying active pharmaceutical ingredient. Drug developers may then conduct multiple clinical trials for each product candidate. As drug developers obtain results from trials, they may elect to discontinue or delay clinical trials for certain product candidates in order to focus our resources on more promising product candidates.

An element of our business strategy is to pursue external partnering for our portfolio of product candidates. This is intended to allow us to diversify the risks associated with our research and development expenditures. To the extent we are unable to maintain a broad range of product candidates, our dependence on the success of one or a few product candidates increases. If we successfully partner one or more of our product candidates, we will likely have little or no control over the timing or extent of research development activities associated with these product candidates.

Regulatory approval is required before we or our partners can market our product candidates as therapeutic products. In order to proceed to subsequent clinical trial stages and to ultimately achieve regulatory approval, the regulatory agency must conclude that our product candidates are safe and effective. Results from preclinical testing and early clinical trials (through Phase 2) may often not be predictive of results obtained in later clinical trials. In various pharmaceutical companies like ours, a number of new drugs have shown promising results in early clinical trials, but subsequently failed to establish sufficient safety and efficacy data to obtain necessary regulatory approvals.

Our business strategy includes pursuing collaborative arrangements with third parties to complete the development and commercialization of our product candidates. In the event that third parties take over the clinical trial process for one of our product candidates, the estimated completion date would largely be under control of that third party rather than us. We cannot forecast with any degree of certainty our ability to obtain future collaborative arrangements, in whole or in part, and how such arrangements would affect our development plan or capital requirements.

As a result of the uncertainties discussed above, among others, it is difficult to accurately estimate the duration and completion costs of our research and development projects or when, if ever, and to what extent we will receive cash inflows from the commercialization and sale of a product. Our inability to complete our research and development projects in a timely manner or our failure to enter into collaborative agreements, when appropriate, could significantly increase our capital requirements and could adversely impact our liquidity. These uncertainties could force us to seek additional, external sources of financing from time to time in order to continue with our business strategy. Our inability to raise additional capital, or to do so on terms reasonably acceptable to us, would jeopardize the future success of our business.

Preclinical Programs

JNP-0101 - Oxybutynin IVR for the treatment of OAB

WeJNP-0101 ~~have~~is an IVR product candidate designed to deliver oxybutynin for the treatment of overactive bladder (“OAB”) in women. Oxybutynin is currently approved for the treatment of OAB, however, oral oxybutynin therapy is frequently discontinued by patients due to undesirable side effects including dry mouth, blurred vision, and constipation. We expect that the delivery of oxybutynin using our IVR technology will provide an improved side effect profile as the drug will bypass first pass hepatic metabolism issues. Oxybutynin is metabolized by the liver to an active metabolite resulting an increased in central nervous system (“CNS”) side effects. In addition, we believe that delivery using our IVR technology will improve patient compliance and convenience versus other routes of administration, including oral therapies, patches, and gels. We completed our in vivo preclinical animal studies and expect to finalize the results of these studies for our IVR programs, which consist of JNP-0101, JNP-0201 and JNP-0301 (the “IVR program”) in the first half of 2018. In April 2018, we partnered the development of our IVR platform to Daré Bioscience, Inc.

due to undesirable side effects including dry mouth, blurred vision, and constipation. We expect that the delivery of oxybutynin using our IVR technology will provide an improved side effect profile as the drug will bypass first pass, hepatic metabolism issues. In the case of oxybutynin the drug is metabolized in the liver to an active metabolite resulting in increased central nervous system (“CNS”) side effects. In addition, we believe that delivery using our IVR technology will improve patient compliance and convenience versus other routes of administration, including oral therapies, patches, and gels. We are currently conducting preclinical animal studies for our IVR program which is expected to be completed by the end of 2017. Pending the outcome of these studies, we plan to seek a partner for our JNP-0101 product candidate, on a stand-alone basis or in combination with one or more of our other IVR program candidates.

JNP-0201 - Progesterone and Estradiol IVR for HRT

JNP-0201 is ~~our~~a segmented IVR product candidate, containing both natural progesterone and natural estradiol to be used for ~~hormone replacement therapy (“~~HRT”) in menopausal women. JNP-0201 has been designed to deliver natural hormones locally to vaginal tissue. This is another example where avoiding first pass, hepatic metabolism of estradiol may result in an improved side-effect profile. We also believe our delivery approach will provide an improvement in the beneficial effects of estradiol when compared to the currently approved combination HRT therapies; these include orally administered formulations utilizing synthetic progestogens, which have been associated in published clinical trials with higher risk of side effects including cardiovascular events. In ~~July 2017~~addition, ~~the~~we ~~North American Menopause Society reaffirmed their opinion of hormone therapy as an effective treatment. We~~ believe that delivery using our IVR technology will improve patient compliance and convenience versus other routes of administration, including oral therapies and patches. We ~~are~~completed ~~currently~~our ~~conducting~~in vivo preclinical animal studies ~~for~~and ~~our~~expect ~~IVR program which is expected~~ to befinalize ~~completed by~~ the ~~end~~results of ~~2017.~~these ~~Based~~studies onfor our ~~preliminary~~IVR ~~assessment~~programs, ofwhich ~~the~~consist ~~relative clinical data and development funding requirements~~ of ~~our~~JNP-0101, ~~three IVR product candidates we may further develop~~ JNP-0201 orand ~~could~~JNP-0301 ~~seek~~(the a“IVR ~~partner~~program”) ~~for~~in ~~our~~the ~~JNP-0201~~first ~~product~~half ~~candidate,~~of on2018. aIn ~~stand-alone~~April ~~basis~~2018, orwe inpartnered ~~combination~~the ~~with~~development ~~one or more~~ of our ~~other~~ IVR ~~program~~platform ~~candidates~~to Daré Bioscience, Inc.

JNP-0301 - Progesterone IVR for the prevention of PTB

JNP-0301 is a natural progesterone IVR product candidate for the prevention of preterm birth (“PTB”) in women with a short cervical length. Short cervical length at mid-pregnancy is a critical predictor of preterm birth in women. Medical guidelines issued by the American College of Obstetricians and Gynecologists and the Society of Maternal Fetal Medicine, among others, support use of vaginal progesterone in women with a short cervical length at mid-pregnancy to reduce the risk of PTB. There is no Food and Drug Administration (“FDA”) approved therapy to prevent PTB in women at risk due to short cervix. We believe JNP-0301 can enable the consistent local delivery of progesterone while facilitating patient compliance. We ~~are~~completed ~~currently~~our ~~conducting~~in vivo preclinical animal studies ~~for~~and ~~our~~expect ~~IVR program which is expected~~ to befinalize ~~completed by~~ the ~~end~~results of ~~2017.~~these ~~Pending~~studies ~~the~~for ~~outcome~~our ofIVR ~~these studies~~programs, wewhich ~~plan~~consist toof ~~seek~~JNP-0101, aJNP-0201 ~~partner~~and ~~for our~~ JNP-0301 ~~product~~(the ~~candidate,~~“IVR onprogram”) ain ~~stand-alone~~the ~~basis~~first orhalf inof ~~combination~~2018. ~~with~~In ~~one~~April or2018, ~~more~~we partnered the development of our ~~other~~ IVR ~~program~~platform ~~candidates~~to Daré Bioscience, Inc.

Business Development Collaborations:

Our IVR technology can be applied to life-cycle management strategies for existing commercial products that may benefit from intravaginal delivery of drugs. InExisting ~~particular, existing~~ commercial products that are injectable, experience poor compliance, or have systemic toxicity limitations may particularly benefit from our delivery technologies.

We continue to explore business development collaborations that will leverage the IVR technology and in-house expertise at JPS. If successful, we expect to be an active participant in these collaborations, including participating as a co-development partner, depending on the product and market opportunity.

Sources of Revenue

We generate revenues primarily from the sale of our product and services and, prior to November 2016, from a royalty stream that ceased in connection with the November 2016 agreement with Allergan, under which a one-time payment of $11.0 million representing all future royalty amounts payable to us. During the three months ended September 30, 2017, we derived approximately 65% of our revenues from the sale of our products and ~~35% from the sale of our~~ services. During the three months ended September 30, 2016, we derived approximately 61% of our revenues from the sale of our products, 29% from the sale of our services, and 10% from our royalty stream. During the nine months ended September 30, 2017, we derived approximately 67% of our revenues from the sale of our products and 33% from the sale of our services. During the nine months ended September 30, 2016, we derived approximately 61% of our revenues from the sale of our products, 30% from the sale of our services, and 9% from our royalty stream.

We recognize revenue from the sale of our products to Merck KGaA when the customer obtains control of the product, which is when the product has been received by the customer. We record revenue at a transaction price that most closely approximates what it will be sold for by Merck KGaA. We record deferred revenue related to amounts invoiced above the transaction price. Revenues from services are recognized as the work is performed. During the three months ended March 31, 2018, we derived approximately 65% of our revenues from the sale of our products and 35% from the sale of our services. During the three months ended March 31, 2017, we derived approximately 69% of our revenues from the sale of our products and 31% from the sale of our services.

We expect that future recurring revenues will be derived from product sales to Merck KGaA, and from offering pharmaceutical development, clinical trial manufacturing, and analytical and consulting services. Quarterly sales results can vary widely and affect comparisons with prior periods because (i) products shipped to Merck KGaA occur only in full batches and (ii) service revenues are driven by contracting and maintaining an active backlog of customer projects, which may vary widely from quarter to quarter.

WeResults ~~expect~~of ~~that~~Operations ~~future~~– ~~recurring~~Three ~~revenues~~Months ~~will~~Ended beMarch ~~derived from product sales to Merck KGaA~~31, ~~and~~2018 ~~from~~Compared offering pharmaceutical development, clinical trial manufacturing, and analytical and consulting services. Quarterly sales results can vary widely and affect comparisons with prior periods because (i) products shipped to ~~Merck~~Three ~~KGaA~~Months ~~occur~~Ended ~~only~~March ~~in full batches~~31, and a portion of revenue recognized each period relates to Merck KGaA’s in-market sales and (ii) service revenues are driven by contracting and maintaining an active backlog of customer projects, which may vary widely from quarter to quarter.2017

WeThe ~~recognize~~following ~~revenue~~tables ~~from~~contain ~~the~~selected ~~sale~~consolidated statements of ~~our~~operations ~~product~~information, towhich ~~Merck~~serves ~~KGaA~~as ~~when~~the ~~all~~basis of the ~~following~~discussion ~~criteria~~surrounding ~~are~~the ~~met:~~results ~~persuasive evidence~~ of anour ~~arrangement~~operations ~~exists;~~for ~~delivery has occurred;~~ the ~~price~~three ismonths ~~fixed~~ended orMarch ~~determinable; and collectability is reasonably assured. Revenues from services are recognized as the work is performed~~31, 2018 and ~~revenues from royalties until November 2016, were recognized as sales were made by Allergan.~~2017:

Results of Operations – Three Months Ended September 30, 2017 Compared to Three Months Ended September 30, 2016

	Three Months Ended March 31,
	2018						2017
(in thousands, except for percentages)	Amount			As a % of Total Revenues			Amount			As a % of Total Revenues			$ Change			% Change
Product revenues	$	10,074			65	%	$	7,726			69	%	$	2,348			30	%
Service revenues		5,450			35			3,521			31			1,929			55
Total revenues		15,524			100			11,247			100			4,277			38
Cost of product revenues		6,016			39			4,313			38			1,703			39
Cost of service revenues		3,010			19			2,243			20			767			34
Total cost of revenues		9,026			58			6,556			58			2,470			38
Gross profit		6,498			42			4,691			42			1,807			39
Operating expenses:
Sales and marketing		419			3			379			3			40			11
Research and development		974			6			1,346			12			(372	)		(28	)
General and administrative		4,089			26			4,421			39			(332	)		(8	)
Total operating expenses		5,482			35			6,146			55			(664	)		(11	)
Income (loss) from operations		1,016			7			(1,455	)		(13	)		2,471			(170	)
Interest expense, net		(45	)		—			(28	)		—			(17	)		61
Other income, net		(199	)		(1	)		42			—			(241	)		(574	)
Income (loss) before income taxes		772			5			(1,441	)		(13	)		2,213			(154	)
Income tax (benefit) expense		—			—			—			—			—			—
Net income (loss)	$	772			5	%	$	(1,441	)		(13	)%	$	2,213			(154	)%

The following tables contain selected consolidated statements of operations information, which serves as the basis of the discussion surrounding the results of our operations for the three months ended September 30, 2017 and 2016:

	Three Months Ended September 30,
	2017						2016
(in thousands, except for percentages)	Amount			As a % of Total Revenues			Amount			As a % of Total Revenues			$ Change			% Change
Product revenues	$	8,389			65	%	$	7,057			61	%	$	1,332			19	%
Service revenues		4,597			35			3,337			29			1,260			38
Royalties		—			—			1,162			10			(1,162	)		(100	)
Total revenues		12,986			100			11,556			100			1,430			12
Cost of product revenues		5,160			40			3,683			32			1,477			40
Cost of service revenues		2,559			20			2,022			17			537			27
Total cost of revenues		7,719			59			5,705			49			2,014			35
Gross profit		5,267			41			5,851			51			(584	)		(10	)
Operating expenses:
Sales and marketing		517			4			259			2			258			100
Research and development		2,291			18			2,304			20			(13	)		(1	)
General and administrative		3,238			25			3,111			27			127			4
Restructuring charge		756			6			—			—			756			100
Total operating expenses		6,802			52			5,674			49			1,128			20
(Loss) income from operations		(1,535	)		(12	)		177			2			(1,712	)		(967	)
Interest expense, net		(47	)		—			(24	)		—			(23	)		96
Other income, net		127		1				90			1			37			41
(Loss) income before income taxes		(1,455	)		(11	)		243			2			(1,698	)		(699	)
Income tax (benefit) expense		(45	)		—			(5	)		—			(40	)		800
Net (loss) income	$	(1,410	)		(11	)%	$	248			2	%	$	(1,658	)		(669	)%

Revenues

	Three Months Ended September 30,				$			%
	Three Months Ended March 31,				$			%
(in thousands, except for percentages)	~~2017~~2018		~~2016~~2017		Change			Change
Product revenues	$	810,~~389~~074	$	7,~~057~~726	$	12,~~332~~348			1930	%
Service revenues		45,~~597~~450		3,~~337~~521		1,~~260~~929			3855
Royalties		—		1,162		(1,162	)		(100	)
Total revenues	$	15,524	$	11,247	$	4,277			38	%
Total revenues	$	12,986	$	11,556	$	1,430			12	%

22Revenues in the three months ended March 31, 2018 increased by $4.3 million, or 38%, compared to the three months ended March 31, 2017. The increase was primarily attributable to the following factors by segment:

Revenues in the three months ended September 30, 2017 increased by $1.4 million, or 12%, compared to the three months ended September 30, 2016. The increase was primarily attributable to the following factors by segment:

Product

• Revenues from the sale of Crinone, increased by approximately $12.3 million, or 1930%, from ~~the~~2017 ~~2016 period~~ primarily due to ~~both~~ in-~~market~~ ~~and new~~ market growth by Merck KGaA. Revenues included $6.4 million related to product shipped to Merck KGaA and $2.0 million related to product sold through by Merck KGaA to its customers in the three months ended September 30, 2017. Revenues included $4.9 million related to product shipped to Merck KGaA and $2.2 million related to product sold through by Merck KGaA to its customers in the three months ended September 30, 2016.

• ~~Royalty~~For ~~revenues~~the ~~decreased~~three months ended March 31, 2017, revenue was $17.27 million, orwhich ~~100%~~included in$5.9 ~~the~~million ~~three~~related ~~months~~to ~~ended~~product ~~September~~shipped ~~30,~~to ~~2017~~Merck asKGaA ~~compared~~and $1.8 million related to ~~the~~product ~~three~~sold ~~months~~through ~~ended~~by ~~September~~Merck ~~30,~~KGaA ~~2016~~to its customers. In ~~November 2016~~comparison, wefor ~~entered~~the ~~into~~three anmonths ~~agreement~~ended ~~with~~March ~~Allergan~~31, ~~under~~2018, ~~which~~revenue, weas ~~received~~reported aunder ~~one-time~~ASC ~~payment~~605, ofwould have been $118.07 million ~~representing~~and ~~all~~included ~~future~~$7.7 ~~royalties~~million ~~due~~related to ~~us.~~product Noshipped ~~future~~to ~~royalties~~Merck ~~will~~KGaA beand ~~paid~~$1.0 million related to usproduct assold athrough ~~result~~by ofMerck ~~this~~KGaA ~~agreement~~to its customers.

Service

• Service revenues increased approximately $1.39 million, or 3855%, from the ~~2016~~first ~~period~~quarter of 2017 primarily due to increases in customer volume across our service offerings and a sales focus on larger customer contracts and the strengthening of the Euro and British pound against the U.S. dollar.

Cost of revenues

	Three Months Ended September 30,						$		%
	Three Months Ended March 31,						$		%
(in thousands, except for percentages)	~~2017~~2018			~~2016~~2017			Change		Change
Cost of product revenues	$	56,~~160~~016		$	34,~~683~~313		$	1,~~477~~703		4039	%
Cost of service revenues		23,~~559~~010			2,~~022~~243			~~537~~767		2734
Total cost of revenues	$	79,~~719~~026		$	56,~~705~~556		$	2,~~014~~470		3538	%
Total cost of revenues (as a percentage of total revenues)		5958	%		4958	%
Product gross margin		3840	%		5544	%
Service gross margin		4445	%		3936	%

Total cost of revenues was $79.70 million and $56.76 million for the three-month periods ended ~~September~~March 3031, ~~2017~~2018 and ~~2016~~2017, respectively. The increase in total cost of revenues in ~~2017~~the first quarter of 2018 was largely driven by ~~the~~an ~~increased~~increase ~~volume~~in ofvolumes ~~Crinone~~shipped ~~product sold~~ to Merck KGaA, ~~higher~~for ~~progesterone~~Crinone ~~material~~product ~~costs~~ and ~~inventory~~higher ~~reserves~~legal ~~recorded~~and ~~during~~other ~~the~~consulting ~~period. There~~costs ~~was~~associated awith ~~17%~~finalizing ~~increase~~and inexecuting ~~Crinone units shipped in~~ the ~~2017~~Merck ~~period~~extension asand ~~compared~~other tothird-party ~~the~~supply ~~comparable 2016 period~~agreements.

Cost of service revenues are largely fixed and consist mainly of facility costs, external consultant fees, depreciation and materials used in connection with generating our service revenues. Personnel costs are scaled to support customer volume.

Product gross margin decreased in ~~2017~~2018 as compared to ~~2016~~2017 ~~largely~~primarily due to ~~the reduction of royalty revenue year over year,~~ higher progesterone ~~material~~ costs ~~offset~~and ~~by the~~ higher ~~sell~~costs ~~through~~associated bywith ~~Merck~~finalizing ~~KGaA~~and toexecuting ~~its~~the ~~customers in more profitable markets where we benefit from a higher selling price from~~ Merck ~~KGaA~~extension. Service gross margin increased in ~~2017~~2018 as compared to ~~2016~~2017 due to mix of revenue type within the service segment and higher labor utilization due to fixed labor costs.

Sales and marketing expenses

	Three Months Ended September 30,						$		%
	Three Months Ended March 31,						$		%
(in thousands, except for percentages)	~~2017~~2018			~~2016~~2017			Change		Change
Sales and marketing	$	~~517~~419		$	~~259~~379		$	~~258~~40		~~100~~11	%
Sales and marketing (as a percentage of total revenues)		43	%		23	%

Sales and marketing expenses incurred during the three months ended ~~September~~March 3031, ~~2017~~2018 and ~~2016~~2017 were attributable to our service business and consisted of personnel costs for our sales force as well as marketing costs for certain tradeshows and conference fees. The increase in ~~sales~~2018 ~~and~~was ~~marketing~~largely ~~expense~~attributable ~~during the 2017 period as compared~~ to ~~the~~higher ~~corresponding~~professional ~~2016~~fees ~~period primarily relates~~ to ~~our~~support ~~continued~~the expanded growth of ~~business~~our inservice ~~the U~~business.~~S. market and slightly higher headcount.~~

Research and development

	Three Months Ended September 30,						$			%
	Three Months Ended March 31,						$			%
(in thousands, except for percentages)	~~2017~~2018			~~2016~~2017			Change			Change
Research and development	$	~~2,291~~974		$	21,~~304~~346		$	(13372	)		(128	)%
Research and development (as a percentage of total revenues)		186	%		2012	%

Research and development expenses primarily include clinical trial costs to conclude our sheep studies, personnel-related expenses and professional ~~service~~and ~~consultants~~consulting services costs. The decrease in research and development costs incurred during the three months ended ~~September~~March 3031, ~~2017~~2018 ~~was~~as ~~largely~~compared ~~associated with the reduction of costs related~~ to the ~~Phase~~same 2bperiod ~~clinical trial~~ of ~~COL-1077~~2017 ~~which~~ was ~~completed~~largely inassociated ~~August~~with ~~2016~~lower ~~offset~~salary byand ~~increased~~employee ~~spend~~related oncosts ~~our~~resulting ~~pipeline~~from ~~products. In~~ the ~~three~~Strategic ~~months~~Reprioritization ~~ended~~action taken in September 302017, ~~2016,~~reduced weexpenditures incurred ~~approximately~~on ~~$1.2~~our ~~million~~IVR ~~related~~clinical toprograms ~~COL-1077. The~~in ~~trial~~preparation ~~did~~for ~~not~~potential ~~achieve~~regulatory ~~its~~filings. ~~primary~~In ~~and secondary endpoints~~addition, ~~and~~in ~~further development was discontinued. In~~ the ~~three~~first ~~months~~quarter ~~ended~~of ~~September 30,~~ 2017, we ~~incurred~~recorded ~~additional~~a ~~spending~~one-time ofcredit ~~$1.0~~associated ~~million,~~with ~~primarily related to~~ the ~~ongoing~~final ~~IVR~~adjustments ~~programs~~on ~~and~~ the inCOL-1077 ~~vivo~~ clinical ~~studies~~trial. ~~which~~The ~~began~~trial indid ~~August~~not ~~2017,~~achieve asits weprimary ~~continue~~and tosecondary ~~advance JNP-0101~~endpoints, ~~JNP-0201~~ and ~~JNP-0301,~~further ~~and by $0.2 million related to other manufacturing and consulting services in preparation for potential regulatory filings. We expect to continue to incur research and~~ development ~~efforts~~was ~~in the fourth quarter of 2017 as we continue the ongoing in vivo preclinical studies for our IVR product candidates~~discontinued. As part of our more focused research and development strategy, we ~~plan~~partnered ~~to seek~~ the ~~support~~development of aour ~~partner~~IVR toplatform ~~continue~~ to ~~the~~Daré ~~development of one or more of our product candidates~~Bioscience, ~~pending the outcome of the in vivo preclinical studies~~Inc.

General and administrative expenses

	Three Months Ended September 30,						$			%
	Three Months Ended March 31,						$			%
(in thousands, except for percentages)	~~2017~~2018			~~2016~~2017			Change			Change
General and administrative	$	34,~~238~~089		$	34,~~111~~421		$	~~127~~(332	)		4(8	)%
General and administrative (as a percentage of total revenues)		2526	%		2739	%

General and administrative expenses ~~increased~~decreased by $0.13 million to $34.21 million for the three months ended ~~September~~March 3031, ~~2017~~2018 compared with $34.14 million for the three months ended ~~September~~March 3031, ~~2016~~2017. This ~~increase~~modest isdecrease ~~attributable~~reflects ~~principally~~our ~~due~~continued efforts to ~~the~~closely ~~incurrence~~manage of general ~~infrastructure related costs including legal, accounting~~ and ~~other~~administrative ~~professional~~expense ~~fees~~offset ~~associated~~by ~~with~~stock acompensation ~~growing~~expenses ~~public~~incurred ~~company,~~upon ~~including~~the ~~matters~~achievement ~~related~~of to the ~~restatement~~signing of ~~our financial results for~~ the ~~fiscal~~Merck ~~years~~agreement ~~ended December 31, 2013 through December 2015~~ and ~~the remediation of material weaknesses in our internal control over~~ financial ~~reporting~~advisor ~~resulting~~fees ~~from the restatement, costs associated with our evaluation of potential strategic opportunities~~ and other ~~business~~related ~~development~~expenses ~~matters~~incurred ~~and~~as ~~costs~~part ~~associated~~of ~~with shareholder and investor relations. This modest increase reflects~~ our ~~continued~~strategic ~~efforts~~alternatives ~~to closely manage general and administrative expense~~process.

Restructuring charge

	Three Months Ended September 30,					$		%
(in thousands, except for percentages)	2017			2016		Change		Change
Restructuring charge	$	756		$	—	$	756		100	%
Restructuring charge (as a percentage of total revenues)		6	%		—

As a result of our corporate reprioritization which aimed to focus our resources on the core businesses of Crinone progesterone gel and JPS and to focus our research and development organization on the development of JNP-0201 for HRT, we implemented an approximately 8% headcount reduction, primarily in the areas of new product research and development. As a result, we incurred a restructuring charge totaling approximately $0.8 million during the three months ended September 30, 2017. This restructuring charge included approximately $0.4 million for one-time severance and other employee-related costs, approximately $0.3 million future obligations due under our manufacturing and development contracts, approximately $17,000 in additional stock-based compensation expense associated with the modification of the exercise period on options held by an executive and approximately $14,000 related to fixed asset impairments resulting from the discontinuation of use on assets associated with programs terminated. As a result of the

corporate reprioritization, we anticipate estimated annual savings in personnel-related costs of approximately $1.8 million beginning in 2018.

Non-operating income and expense

	Three Months Ended September 30,						$			%
	Three Months Ended March 31,						$			%
(in thousands, except for percentages)	~~2017~~2018			~~2016~~2017			Change			Change
Interest expense, net	$	(4745	)	$	(2428	)	$	(2317	)		9661	%
Other income, net	$	~~127~~(199	)	$	9042		$	37(241	)		41(574	)%

Interest expense, net, primarily relates to interest payments, denominated in British pounds, associated with our loan facilities and equipment loans. Other income, net, primarily relates to net foreign currency transaction losses related to the strengthening of the Euro and British pound against the U.S dollar offset by the non-recurrence of income associated with the Regional Growth Fund which concluded in October 2017.

Other income, primarily relates to the income associated with the Regional Growth Fund offset by net foreign currency transaction losses related to the weakening of the Euro and British pound against the U.S dollar.

Provision for income taxes

	Three Months Ended September 30,						$			%
(in thousands, except for percentages)	2017			2016			Change			Change
Income tax (benefit) expense	$	(45	)	$	(5	)	$	(40	)		800	%
Income tax (benefit) expense (as a percentage of loss before income taxes)		3.1	%		(2.1	)%

The 2017 benefit recorded reflects an adjustment to the company’s foreign income inclusion for US tax purposes, which reduced its alternative minimum tax provision recorded in 2016. The 2016 tax expense represents alternative minimum taxes.

Results of Operations – Nine Months Ended September 30, 2017 Compared to Nine Months Ended September 30, 2016

	Nine Months Ended September 30,
	2017						2016
(in thousands, except for percentages)	Amount			As a % of Total Revenues			Amount			As a % of Total Revenues			$ Change			% Change
Product revenues	$	25,684			67	%	$	20,716			61	%	$	4,968			24	%
Service revenues		12,505			33			9,964			30			2,541			26
Royalties		—			—			2,963			9			(2,963	)		(100	)
Total revenues		38,189			100			33,643			100			4,546			14
Cost of product revenues		14,776			39			11,892			35			2,884			24
Cost of service revenues		7,149			19			6,630			20			519			8
Total cost of revenues		21,925			57			18,522			55			3,403			18
Gross profit		16,264			43			15,121			45			1,143			8
Operating expenses:
Sales and marketing		1,306			3			910			3			396			44
Research and development		5,285			14			8,234			24			(2,949	)		(36	)
General and administrative		12,263			32			9,815			29			2,448			25
Restructuring charge		756			2			—			—			756			100
Total operating expenses		19,610			51			18,959			56		651				3
Loss from operations		(3,346	)		(9	)		(3,838	)		(11	)		492			(13	)
Interest expense, net		(105	)		—			(74	)		—			(31	)		42
Other income, net		179			—			296			1			(117	)		(40	)
Loss before income taxes		(3,272	)		(9	)		(3,616	)		(11	)		344			(10	)
Income tax (benefit) expense		(45	)		—		47				—			(92	)		(196	)
Net loss	$	(3,227	)		(8	)%	$	(3,663	)		(11	)%	$	436			(12	)%

Revenues

	Nine Months Ended September 30,				$			%
(in thousands, except for percentages)	2017		2016		Change			Change
Product revenues	$	25,684	$	20,716	$	4,968			24	%
Service revenues		12,505		9,964		2,541			26
Royalties		—		2,963		(2,963	)		(100	)
Total revenues	$	38,189	$	33,643	$	4,546			14	%

Revenues in the nine months ended September 30, 2017 increased by $4.5 million, or 14%, compared to the nine months ended September 30, 2016. The increase was primarily attributable to the following factors by segment:

Product

• Revenues from the sale of Crinone, increased by approximately $5.0 million, or 24%, from the 2016 period primarily due to both in-market and new market growth by Merck KGaA. Revenues included $19.5 million related to product shipped to Merck KGaA and $6.2 million related to product sold through by Merck KGaA to its customers in the nine months ended September 30, 2017. Revenues included $15.2 million related to product shipped to Merck KGaA and $5.5 million related to product sold through by Merck KGaA to its customers in the nine months ended September 30, 2016.

• Royalty revenues decreased $3.0 million, or 100% in the nine months ended September 30, 2017 as compared to the nine months ended September 30, 2016. In November 2016, we entered into an agreement with Allergan under which we received a one-time payment of $11.0 million representing all future royalties due to us. No future royalties will be paid to us as a result of this agreement.

Service

• Service revenues increased approximately $2.5 million, or 26%, from the 2016 period primarily due to increases in customer volume across our service offerings and a sales focus on larger customer contracts.

Cost of revenues

	Nine Months Ended September 30,						$		%
(in thousands, except for percentages)	2017			2016			Change		Change
Cost of product revenues	$	14,776		$	11,892		$	2,884		24	%
Cost of service revenues		7,149			6,630			519		8
Total cost of revenues	$	21,925		$	18,522		$	3,403		18	%
Total cost of revenues (as a percentage of total revenues)		57	%		55	%
Product gross margin		42	%		50	%
Service gross margin		43	%		33	%

Total cost of revenues was $21.9 million and $18.5 million for the nine month periods ended September 30, 2017 and 2016, respectively. The increase in total cost of revenues in 2017 was largely driven by the increased volume of Crinone product sold to Merck KGaA offset by quality improvements, higher progesterone material costs and inventory reserves recorded during the period. There was a 15% increase in Crinone units shipped in the 2017 period as compared to the 2016 period.

Product gross margin decreased in 2017 as compared to 2016 largely due to the increase in product sold through by Merck KGaA to its customers in more profitable markets where we benefit from a higher selling price from Merck KGaA offset by the reduction of royalty revenue year over year, higher material costs and inventory reserves recorded during the period. Service gross margin increased in 2017 as compared to 2016 due to mix of revenue type within the service segment and higher labor utilization due to fixed labor costs.

Sales and marketing expenses

	Nine Months Ended September 30,						$		%
(in thousands, except for percentages)	2017			2016			Change		Change
Sales and marketing	$	1,306		$	910		$	396		44	%
Sales and marketing (as a percentage of total revenues)		3	%		3	%

Sales and marketing expenses incurred during the nine months ended September 30, 2017 and 2016 were attributable to our service business and consisted of personnel costs for our sales force as well as marketing costs for certain tradeshows and conference fees. The increase in sales and marketing expense during the 2017 period as compared to the corresponding 2016 period primarily relates to our continued growth of business in the U.S. market and slightly higher headcount.

Research and development

	Nine Months Ended September 30,						$			%
(in thousands, except for percentages)	2017			2016			Change			Change
Research and development	$	5,285		$	8,234		$	(2,949	)		(36	)%
Research and development (as a percentage of total revenues)		14	%		24	%

Research and development expenses primarily include clinical trial costs, personnel-related expenses and professional service consultants. The decrease in research and development costs incurred during the nine months ended September 30, 2017 was largely associated with the reduction of costs related to the Phase 2b clinical trial of COL-1077 which was completed in August 2016 offset by increased spend on our pipeline products. In the nine months ended September 30, 2016, we incurred approximately $3.6 million in cost related to COL-1077. This decrease was offset by $0.4 million of additional spending on the IVR technology and by $1.0 million related to other manufacturing and consulting services in preparation for potential regulatory filings. We expect to continue to incur research and development costs in the fourth quarter of 2017 as we continue the ongoing in vivo preclinical studies for our IVR product candidates. As part of our more focused research and development strategy, we plan to seek the support of a partner to continue to the development of one or more of our product candidates, pending the outcome of the in vivo preclinical studies. General and administrative expenses

	Nine Months Ended September 30,						$		%
(in thousands, except for percentages)	2017			2016			Change		Change
General and administrative	$	12,263		$	9,815		$	2,448		25	%
General and administrative (as a percentage of total revenues)		32	%		29	%

General and administrative expenses increased by $2.4 million to $12.3 million for the nine months ended September 30, 2017, compared with $9.8 million for the nine months ended September 30, 2016. This increase was attributable principally to infrastructure related costs including legal, accounting and other professional fees related to matters associated with the restatement of our financial results for the fiscal years ended December 31, 2013 through December 2015 and the remediation of material weaknesses in our internal control over financial reporting resulting from the restatement, costs associated with our evaluation of potential strategic opportunities and other business development matters.

Restructuring charge

	Nine Months Ended September 30,					$		%
(in thousands, except for percentages)	2017			2016		Change		Change
Restructuring charge	$	756		$	—	$	756		100	%
Restructuring charge (as a percentage of total revenues)		2	%		—

As a result of our corporate reprioritization which aimed to focus our resources on the core businesses of Crinone progesterone gel and JPS and to focus our research and development organization on the development of JNP-0201 for HRT, we implemented an approximately 8% headcount reduction, primarily in the areas of new product research and development. As a result, we incurred a restructuring charge totaling approximately $0.8 million during the nine months ended September 30, 2017. This restructuring charge included approximately $0.4 million for one-time severance and other employee-related costs, approximately $0.3 million future obligations due under our manufacturing and development contracts, approximately $17,000 in additional stock-based compensation expense associated with the modification of the exercise period on options held by an executive and approximately $14,000 related to a fixed asset impairments resulting from the discontinuation of use on assets associated with programs terminated. As a result of the corporate reprioritization, we anticipate estimated annual savings in personnel-related costs of approximately $1.8 million beginning in 2018.

Non-operating income and expense

	Nine Months Ended September 30,						$			%
(in thousands, except for percentages)	2017			2016			Change			Change
Interest expense, net	$	(105	)	$	(74	)	$	(31	)		42	%
Other income, net	$	179		$	296		$	(117	)		(40	)%

Interest expense, net, primarily relates to interest payments, denominated in British pounds, associated with our outstanding loan facilities and equipment loans.

Provision for income taxes

	Nine Months Ended September 30,						$			%
(in thousands, except for percentages)	2017			2016			Change			Change
Income tax (benefit) expense	$	(45	)	$	47		$	(92	)		(196	)%
Income tax (benefit) expense (as a percentage of loss before income taxes)		1.4	%		(1.3	)%

The 2016 tax expense represents alternative minimum taxes. The 2017 benefit recorded reflects an adjustment to the company’s foreign income inclusion for US tax purposes, which reduced its alternative minimum tax provision recorded in 2016.

Liquidity and Capital Resources

~~The~~We ~~Company~~require ~~requires~~ cash to fund operating expenses, ~~and~~ working capital needs, ~~finance research~~ and ~~development efforts, make~~ capital expenditures ~~and fund acquisitions~~.

At ~~September~~March 3031, ~~2017~~2018, cash and cash equivalents were $2220.17 million. Cash and cash equivalents are highly liquid investments with original maturities of 90 days or less at date of purchase and consist of cash in operating accounts.

In September 2013, Juniper assumed debt of $3.9 million in connection with its acquisition of JPS. JPS had entered into a Business Loan Agreement (“Loan Agreement”) covering three loan facilities (collectively referred to as the “original agreements”) with Lloyds TSB Bank (“Lloyds”) as administrative agent. In May 2017, JPS repaid on one of the existing loan facilities upon which JPS subsequently entered into a new loan facility with the same administrative agent for the same outstanding balance. The refinancing was accounted for as a modification with no resulting gain or loss. The remaining original agreements and the new agreement are collectively referred to as the “loan facilities”.

As of ~~September~~March 3031, ~~2017~~2018, ~~the~~we ~~Company~~ owed $2.5 million on the loan facilities. The loan facilities are ~~due~~each ~~for~~repayable ~~repayment~~ over periods ranging from 7-15 years from the date of drawdown. Two of the facilities bear interest at the Bank of England’s base rate plus 1.95%, and 2.55%, respectively. The interest rates at ~~September~~March 3031, ~~2017~~2018 for these facilities were 2.45% and 3.05%, respectively. The third facility is a fixed rate agreement bearing interest at 2.99% per annum. The weighted average interest rate for the three loan facilities for the three months ended ~~September~~March 3031, ~~2017~~2018 was 2.76%. The ~~Loan~~loan ~~Agreement~~facilities isare secured by the mortgaged property and an unlimited lien on other assets of JPS. The ~~original~~loan ~~agreements~~facilities ~~under~~contain ~~the Loan Agreement contains~~ financial covenants that limit the amount of indebtedness JPS may incur, requires JPS to maintain certain levels of net worth, and restricts JPS’s ability to materially alter the character of its business. The new loan facility contains the same financial covenants outlined above in addition to a covenant which requires that JPS maintain certain levels of earnings before interest, taxes, depreciation and amortization. As of ~~September~~March 3031, ~~2017~~2018, ~~the~~we ~~Company~~are is in compliance with all of the covenants under the ~~Loan~~loan ~~Agreement~~facilities.

InAs ~~September 2013, as part~~ of ~~the~~March ~~acquisition~~31, ~~of JPS~~2018, we ~~assumed~~owed a $21.54 million ~~obligation~~on ~~under~~its aequipment ~~grant~~loans. ~~arrangement~~During ~~with~~ the ~~Regional~~quarter ~~Growth~~ending ~~Fund~~March ~~on behalf of the Secretary of State for Business~~31, ~~Innovation~~2017, ~~and~~we ~~Skills~~entered ininto ~~the~~two ~~United~~loans ~~Kingdom~~totaling $1.5 ~~JPS~~million ~~used~~with ~~this~~payments ~~grant~~through toMarch ~~fund~~2022 ~~the~~for ~~building~~equipment ofin ~~its~~our ~~second~~Nottingham, U.K. facility, ~~which~~at ~~includes~~an ~~analytical~~interest ~~labs,~~rate ~~office~~of ~~space~~2.09%. ~~and~~The atransactions ~~manufacturing~~were ~~facility.~~considered Asfailed asales-leaseback ~~part~~arrangements ofas the ~~arrangement,~~Company ~~JPS~~will isobtain ~~required~~title to ~~create~~the ~~and~~equipment ~~maintain~~at ~~certain~~the ~~full-time~~end ~~equivalent personnel levels through October 1, 2017. As~~ of ~~September 30, 2017, we remained in compliance with~~ the ~~covenants~~term of the ~~arrangement.~~financing ~~The~~for ~~obligation~~little ~~ended~~or inno ~~October~~consideration. 1,These ~~2017.~~failed Assale-leaseback ofarrangements ~~the~~have ~~date~~been ofrecorded ~~this~~as ~~filing,~~a ~~our~~component ~~obligation~~of ~~under~~long-term ~~the~~debt ~~grant~~on ~~agreement~~our iscondensed ~~complete~~consolidated ~~and~~balance wesheets. ~~met~~The ~~all~~initial ~~compliance~~terms ~~requirements~~of ~~thru~~the ~~October~~loans 1,are ~~2017~~60 months.

Juniper leases the buildings portion of our U.S. corporate office under an operating lease and assumed debt for the Nottingham, U.K. facility. Additionally, Juniper leases certain equipment under loan agreements with payments through March 2022. In October 2015, we entered into a lease agreement for our corporate office in Boston, Massachusetts. The initial term of the lease agreement is approximately 39 months, which includes a three-month free rent period. In January and March 2017, we entered into loans of $0.9 million and $0.6 million, respectively, for equipment in its Nottingham, U.K. facility. The interest rate for the two loans was 2.09% at September 30, 2017. The transactions were considered failed sales-leaseback arrangements as the amount of the loans are less than the carrying value of the equipment. These failed sale-leaseback arrangements have been recorded as a component of long-term debt on the condensed consolidated balance sheets. The initial terms of the loans are 60 months. 24

29In October 2015, we entered into an operating lease agreement for our corporate office in Boston, Massachusetts. The initial term of the lease agreement is approximately 39 months and ends in the first quarter of 2019, which includes a three-month free rent period.

~~Commitments~~In ~~under~~December ~~our~~2016, ~~lease~~we ~~arrangements~~entered ~~are~~into asan ~~follows~~API asSupply Agreement for a manufacturer of ~~September~~progesterone ~~30,~~under ~~2017~~which ~~(in~~we ~~thousands)~~agreed to annual minimum volume commitments until December 2019.

	Operating Leases		Debt Principal Payments		Total
Remainder of 2017	$	109	$	132	$	241
2018		443		540		983
2019		74		563		637
2020		—		582		582
2021		—		602		602
Thereafter		—		1,485		1,485
Total minimum debt and lease payments	$	626	$	3,904	$	4,530

Commitments under our lease arrangements are as follows as of March 31, 2018 (in thousands).

Our future capital requirements depend on a number of factors, including the rate of market acceptance of our current and future products and services and the resources we devote to developing and supporting the same. Our capital expenditures for the nine months ended September 30, 2017 and September 30, 2016 were $2.4 million and $2.3 million, respectively. Our capital expenditures primarily relate to investments in capital equipment made at our Nottingham, U.K. site, our contract manufacturer sites and for research and development. We expect our capital expenditures to increase for the remainder of the year ending December 31, 2017, as compared to the year ended December 31, 2016, primarily due to continued investments we plan to make additional investments in capital equipment at our Nottingham, U.K. site.

	Total		Remainder of 2018		2019		2020		2021		2022		Thereafter
Operating lease obligations	$	407	$	333	$	74	$	—	$	—	$	—	$	—
Loan principal repayments		2,453		193		251		258		265		273		1,213
Capital lease obligations		1,351		243		337		351		365		55
Minimum purchase obligation		5,062		3,203		1,859		—		—		—		—
Total	$	9,273	$	3,972	$	2,521	$	609	$	630	$	328	$	1,213

~~Research~~Our ~~and~~future ~~development~~capital ~~expenses~~requirements ~~include~~depend ~~costs~~on ~~for~~a ~~product~~number ~~and~~of ~~clinical development~~factors, ~~which~~including ~~were~~the arate ~~combination~~of market acceptance of ~~internal~~our current and ~~third-party~~future ~~costs,~~products and ~~regulatory~~services ~~fees. For~~and the ~~remainder~~resources ~~of 2017,~~ we ~~expect~~devote ~~our~~to ~~research~~developing and ~~development~~supporting ~~expenses~~the ~~will~~same. ~~moderately~~Our ~~increase~~capital ~~from~~expenditures ~~current~~were ~~levels~~$0.9 asand we$0.5 ~~conclude~~million ~~our~~for ~~ongoing~~the inthree ~~vivo~~months ~~preclinical~~ended ~~studies~~March ~~but~~31, ~~anticipate~~2018 aand ~~reduction~~March in31, ~~research~~2017, ~~and~~respectively. ~~development~~Our ~~expenses~~capital inexpenditures ~~2018~~primarily asrelate weto ~~cease~~investments ~~certain~~in ~~development~~capital ~~efforts~~equipment ~~and~~made ~~seek~~at toour ~~partner~~Nottingham, ~~one~~U.K. orsite ~~more~~and of our ~~IVR~~contract ~~product~~manufacturer ~~candidates~~sites.

WeResearch ~~believe that our current cash~~ and ~~cash~~development ~~equivalents,~~expenses asinclude ~~well~~costs asfor ~~cash~~product ~~generated~~and ~~from~~clinical ~~operations~~development, ~~will~~which bewere ~~sufficient~~a tocombination ~~meet~~of ~~our~~internal ~~anticipated~~and ~~cash~~third-party ~~needs for working capital~~costs, ~~including advancing our product candidates,~~ and ~~capital~~regulatory ~~expenditures~~fees. For ~~at least through~~ the ~~next~~remainder ~~twelve months from the date~~ of ~~issuance~~2018, ofwe ~~this~~expect ~~report. We may be dependent on~~ our ~~ability~~research ~~to raise additional capital to finance operations~~ and ~~fund~~development ~~research~~expenses ~~and~~will ~~development~~decrease ~~programs~~from ~~beyond~~current ~~that~~levels ~~period. If~~as we ~~are~~conclude ~~not~~our ~~able~~ongoing toin ~~raise~~vivo ~~additional~~preclinical ~~capital~~studies oncease ~~terms~~certain ~~acceptable~~development toefforts. usIn addition, orunder atthe ~~all~~agreement, asDaré ~~and~~will ~~when~~be ~~needed,~~responsible wefor ~~may~~conducting beall ~~required~~research, todevelopment ~~further~~and ~~curtail~~commercial ~~our~~activities ~~research~~for ~~and~~the ~~development~~IVR ~~expenses~~program.

We believe that our current cash and cash equivalents, as well as cash generated from operations, will be sufficient to meet our anticipated cash needs for working capital, including advancing our product candidates, and capital expenditures at least through the next twelve months from the date of issuance of this report. We may be dependent on our ability to raise additional capital to finance operations and fund research and development programs beyond that period. If we are not able to raise additional capital on terms acceptable to us, or at all, as and when needed, we may be required to evaluate future anticipated capital or operational needs.

Cash Flows

Net cash ~~provided~~used byin operating activities for the ~~nine~~three months ended ~~September~~March 3031, ~~2017~~2018 was $21.21 million, which resulted primarily from net ~~approximately~~income of $20.98 million for the period and $1.2 million in depreciation and amortization, and stock-based compensation expense, ~~and~~offset ~~net~~by ~~changes~~a in$3.0 ~~working~~million ~~capital~~decrease ~~items,~~in ~~which~~net ~~increased~~changes ~~cash~~in byworking ~~approximately~~capital ~~$2.5~~changes ~~million,~~primarily ~~offset~~due byto ahigher ~~$3.2~~accounts ~~million net loss~~receivable. Net cash used in investing activities was $20.49 million for the ~~nine~~three months ended ~~September~~March 3031, ~~2017~~2018, which resulted ~~primarily~~ from the purchase of property plant and equipment. Net cash provided by financing activities was approximately $1.2 million for the ~~nine~~three months ended ~~September~~March 3031, ~~2017~~2018, primarily relating to proceeds from the ~~equipment~~exercises ~~loans~~of ~~and~~stock ~~financing~~options, ~~agreement~~partially offset by the principal payments on debt.

Net cash ~~provided~~used byin operating activities for the ~~nine~~three months ended ~~September~~March 3031, ~~2016~~2017 was $30.71 million, which resulted primarily from ~~approximately~~net loss of $21.24 million for the period offset by $0.8 million in depreciation and amortization and stock-based compensation expense and ~~net~~$0.5 ~~changes~~million inof working capital ~~items,~~changes ~~which~~primarily ~~increased~~due ~~cash~~to bya ~~approximately~~decrease ~~$5.1~~in ~~million,~~accounts receivable and an increase in deferred revenue offset by a ~~$3.7~~decrease ~~million~~in ~~net~~accounts ~~loss~~payable and accrued expenses. Net cash used in investing activities was $20.35 million for the ~~nine~~three months ended ~~September~~March 3031, ~~2016~~2017, which resulted ~~primarily~~ from the purchase of property plant and equipment. Net cash ~~used~~provided inby financing activities was approximately $01.24 million for the ~~nine~~three months ended ~~September~~March 3031, ~~2016~~2017, primarily relating to proceeds from the equipment loans offset by the principal payments on ~~our loan facilities~~debt.

Off-Balance Sheet Arrangements

As of ~~September~~March 3031, ~~2017~~2018, we did not have any off-balance sheet arrangements as defined in Regulation S-K, Item 303(a)(4)(ii).

Contractual Obligations

InThere ~~January~~have been no other material changes to our contractual obligations and ~~March~~commitments ~~2017,~~outside wethe ~~entered~~ordinary ~~into~~course ~~loans~~of ~~for~~business ~~equipment~~or described above from those disclosed in our ~~Nottingham,~~Annual ~~U.K.~~Report ~~facility. The~~on ~~initial~~Form ~~terms~~10-K offor the ~~leases~~year ~~are~~ended 60December ~~months~~31, 2017.

There have been no other material changes to our contractual obligations and commitments outside the ordinary course of business or described above from those disclosed in our Annual Report on Form 10-K for the year ended December 31, 2016.

Critical Accounting Policies and Estimates

The discussion and analysis of our financial condition and results of operations set forth above are based on our financial statements, which have been prepared in accordance with U.S. GAAP. The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses. On an ongoing basis, we evaluate our estimates and judgments, including those described in our Annual Report on Form 10-K for the year ended December 31, ~~2016~~2017. We base our estimates on historical experience and on various assumptions that we believe to be reasonable under the circumstances. These estimates and assumptions form the basis for making judgments about the carrying values of assets and liabilities, and the reported amounts of revenues and expenses, that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions. ~~There~~Except for the adoption of the new accounting standard for the recognition of revenue, ASC 606 - Revenue from Contracts with Customers, adopted for the fiscal year beginning on January 1, 2018, described above, there have been no material changes to our critical accounting policies as of December 31, ~~2016~~2017.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

Market Rate Risk

We do not believe that we have material exposure to market rate risk. We may, however, seek additional financing to fund future obligations and no assurance can be given that the terms of future sources of financing will not expose us to material market rate risk.

There has been no material change to our market rate risk exposure since December 31, ~~2016~~2017.

Foreign Currency Exchange

AOverall, ~~significant~~we ~~portion~~are a net recipient of ~~our~~currencies ~~operations~~other ~~are~~that ~~conducted~~the ~~through~~U.S. ~~operations~~dollar inand, ~~countries~~as ~~other~~such, ~~than~~benefit ~~the~~from ~~United~~a ~~States.~~weaker ~~Revenues~~dollar ~~from~~and ~~our~~are ~~international~~adversely ~~operations~~affected ~~that~~by ~~were~~a ~~recorded~~strong indollar ~~U.S.~~relative ~~dollars~~to ~~represented~~major ~~approximately~~currencies ~~79%~~worldwide. ofAccordingly, ~~our~~changes ~~total~~in ~~international~~exchange ~~revenues~~rates, ~~for~~and ~~the~~in ~~nine~~particular ~~months~~a ~~ended~~strengthening ~~September~~of ~~30,~~the ~~2017~~U.S. ~~The~~dollar, ~~remaining~~may ~~21%~~negatively ~~were~~affect ~~sales~~our inconsolidated ~~British~~revenues ~~pounds.~~or ~~Since~~operating wecosts ~~conduct~~and ~~our~~expenses ~~business~~as expressed in U.S. dollars,. ~~our~~Our ~~main~~significant ~~exposure,~~foreign ifcurrency ~~any,~~exposures ~~results~~include ~~from changes in~~ the ~~exchange rate between the~~ British pound and the UEuro.S. ~~dollar.~~ Our exposure is reduced given assets and liabilities, revenues and expenses are designated in U.S. dollars, or U.S. dollar linked. We have not historically engaged in hedging activities relating to our non-U.S. dollar operations. We may be exposed to exchange rate fluctuations that occur from certain intercompany transactions with our subsidiaries, which we recognize as unrealized gains and losses in our statements of operations.

~~There~~Revenues ~~has~~from ~~been~~our nointernational ~~material~~operations ~~change~~that towere recorded in U.S. dollars represented approximately 77% of our ~~foreign~~total ~~currency~~international ~~exchange~~revenues ~~risk~~for ~~exposure~~the ~~since~~three ~~December~~months ended March 31, ~~2016~~2018. The remaining 23% were sales in British pounds. Since we conduct our business in U.S. dollars, our main exposure, if any, results from changes in the exchange rate between the British pound and the U.S. dollar.

There has been no material change to our foreign currency exchange risk exposure since December 31, 2017.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

An evaluation was performed under the supervision and with the participation of our management, including our Chief Executive Officer and our Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures (as such term is defined by Rules 13a-15e and 15d-15e with the Securities Exchange Act of 1934 (the Exchange Act)) as of the end of ~~September~~March 3031, ~~2017~~2018. Based on this evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were ~~not~~ effective as of ~~September~~March 3031, ~~2017~~2018 at ~~the~~a reasonable assurance level due to the fact that material weaknesses described under “Management’s Annual Report on Internal Control over Financial Reporting” were previously identified in the 2015 Form 10-K/A filed on November 14, 2016 and continued to exist at September 30, 2017.

Changes in Internal Control over Financial Reporting

InDuring ~~connection~~our ~~with~~most ~~the~~recent ~~evaluation~~fiscal ~~required by paragraph (d) of Exchange Act Rules 13a-15 or 15d-15~~quarter, ~~management~~there has ~~identified~~not ~~changes~~been ~~made~~any tochange ~~its~~in our internal control over financial reporting ~~during~~(as ~~our~~such ~~last~~term ~~fiscal~~is ~~quarter.~~defined ~~These changes relate to the redesign of processes to address the material weaknesses described above. Except as otherwise discussed~~ in ~~the~~Rules ~~foregoing~~13a-15(f) and ~~below~~15d-15(f) under ~~“Management’s Remediation Initiatives”, there were no changes in our internal control over financial reporting during~~ the ~~quarter~~Exchange ~~ended~~Act) ~~September 30, 2017~~ that ~~materially~~has ~~affected, or were reasonably likely to~~ materially affect, our internal control over financial reporting.

3126

Management’s Remediation Initiatives

Our management is committed to the planning and implementation of remediation actions necessary to address all material weaknesses, as well as other identified areas of risk. These remediation efforts, summarized below, are intended to address the identified material weaknesses and to enhance our overall internal control over financial reporting.

With the oversight of senior management and our audit committee, we have implemented steps intended to address the underlying causes of the material weaknesses in the immediate future, primarily through the following:

• Process improvements: We have redesigned of specific processes and controls associated with review of contractual agreements, including the review of significant agreements with the senior management team to ensure that the relevant accounting implications are identified and considered.

• Additionally, we have redesigned our controls over research and development expenses, including the related balance sheet accounts.

We are currently working to remediate these material weaknesses. These actions are subject to ongoing review by our senior management, as well as oversight by the audit committee of our board of directors. Although we plan to complete this remediation process as quickly as possible, we cannot, at this time, estimate when such remediation may occur, and our initiatives may not prove successful in remediating the material weaknesses. Management may determine to enhance other existing controls and/or implement additional controls as the remediation progresses.

While senior management and the audit committee of our board of directors are closely monitoring this implementation, until the remediation efforts discussed in this section, are complete, tested and determined effective, we will not be able to conclude that the material weaknesses have been remediated. In addition, we may need to continue to incur incremental costs associated with this remediation, primarily due to the hiring and training of finance and accounting personnel, and the implementation and validation of improved accounting and financial reporting procedures.

Part II—Other Information

Item 1. Legal Proceedings

Claims and lawsuits are filed against our Company from time to time. Although the results of pending claims are always uncertain, we believe that we have adequate reserves or adequate insurance coverage in respect of these claims, but no assurance can be given as to the sufficiency of such reserves or insurance coverage in the event of any unfavorable outcome resulting from these actions.

Item 1a. Risk Factors

An investment in shares of our common stock involves a high degree of risk. You should carefully consider the risks and uncertainties described in our Annual Report on Form 10-K for the year ended December 31, ~~2016 and in our Quarterly Reports on Form 10-Q for the quarters ended March 31,~~ 2017 ~~and June 30, 2017,~~ in addition to other information included in this Quarterly Report on Form 10-Q, including the information below and our financial statements and related notes hereto, before deciding to invest in our common stock. The occurrence of any of these risks could have a material adverse effect on our business, financial condition, results of operations and future growth prospects. In these circumstances, the market price of our common stock could decline, and you may lose all or part of your investment.

The longer term growth of our business depends in part on our efforts to utilize our proprietary technologies to expand our portfolio of product candidates for development and commercialization may require substantial financial resources and may ultimately be unsuccessful.

The longer term growth of our business depends in part upon our ability to utilize current and future proprietary technologies to develop and commercialize therapeutic products either internally or with potential partner. In addition, any intention to pursue the development and commercialization of JNP-0101, JNP-0201, and JNP-0301, will require the leveraging of our IVR technology. A significant portion of the research we conducted involves our IVR technology.

Research programs to identify new disease targets or conditions and product candidates require substantial technical, financial, and human resources whether or not we ultimately identify any additional product candidates. Our research programs may initially show promise in identifying potential product candidates, yet fail to yield product candidates for clinical development for a number of reasons, including that:

•

the research methodology used may not be successful in identifying potential product candidates; or,

•

potential product candidates may on further study be shown to have harmful side effects or other characteristics that indicate they are unlikely to be effective drugs.

If we are able to identify additional potential product candidates and choose to pursue development internally, satisfaction of these regulatory requirements will entail substantial time, effort, and financial resources. We may never satisfy these requirements. The effort, and financial resources we expend on the identification or development of additional product candidates may impair our ability to continue development, obtain regulatory approval, and commercialize our current product candidates, or seek potential partner to do the foregoing, and we or our potential partner may never commence clinical trials of such development programs despite expending significant resources in pursuit of their development. If we or our potential partner do commence clinical trials of other product candidates, these product candidates may never demonstrate sufficient safety and efficacy to be approved by the FDA or other regulatory authorities. If any of these events occur, we may be forced to abandon our development efforts for such program or programs, which would harm our business.

Moreover, we recently entered into an exclusive worldwide license agreement with Daré Bioscience for the development and commercialization of our IVR technology platform, including the platform’s three preclinical IVR candidates. Under the agreement, Daré Bioscience will be responsible for conducting all research, development, and commercial activities for this program. As a result, the longer term growth of our business related to our IVR technology platform and candidates will be dependent on a third party, and we cannot assure the scientific or commercial success of such partnership nor can we be assured that the third party will be able fund the development of any of these programs.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

None.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

None.

Item 5. Other Information

None.

~~Amended Employment Agreements~~28

On November 1, 2017, each of Alicia Secor, our chief executive officer, Dr. Nikin Patel, our chief operating officer, and Jeffrey Young, our chief financial officer entered into amended and restated employment agreements with the Company. The amended agreements were approved by the compensation committee of the board of directors following the Company’s strategic reprioritization and reduction in force announced in September 2017 as part of a retention program for key executives and employees.

In each case, the amendments relate to the certain clarifying changes to the definition of change in control for purposes of determining certain payments to these executives in the event of a change in control transaction. In the case of Dr. Patel and Mr. Young only, the amendments also increased the amount of severance and the company’s portion of medical and dental benefits (if elected) they are entitled to receive, from 6 months to 12 months, in the event of a termination of employment by the Company without cause or resignation by the executive with good reason.

The foregoing are only summary descriptions of the material terms of the amended and restated employment agreements, do not purport to be complete descriptions of the rights and obligations of the parties thereunder, and are qualified in their entirety by reference to the full text of the amended and restated employment agreements, which are filed as exhibits to this Quarterly Report.

Item 6. Exhibits

(a) Exhibits

3.1.1***		Restated Certificate of Incorporation, as amended (filed as Exhibit 3.1 to Juniper Pharmaceuticals, Inc.’s Annual Report on Form 10-K filed on March 13, 2006).
3.1.2***		Certificate of Amendment of Restated Certificate of Incorporation, dated July 1, 2010 (filed as Exhibit 3.1 to Juniper Pharmaceuticals, Inc.’s Current Report on Form 8-K filed on July 6, 2010).
3.1.3***		Certificate of Amendment of Restated Certificate of Incorporation, dated August 7, 2013 (filed as Exhibit 3.1 to Juniper Pharmaceuticals, Inc.’s Current Report on Form 8-K filed on August 8, 2013).
3.1.4***		Certificate of Amendment of Restated Certificate of Incorporation, dated April 2, 2015 (filed as Exhibit 3.1 to Juniper Pharmaceuticals, Inc.’s Current Report on Form 8-K filed on April 3, 2015).
3.2.1***		Amended and Restated By-Laws of Juniper Pharmaceuticals, Inc. (filed as Exhibit 3.2 to Juniper Pharmaceuticals, Inc.’s Current Report on Form 8-K filed on January 12, 2015).
3.2.2***		Amendment No. 1 to the Amended and Restated By-Laws of Juniper Pharmaceuticals, Inc. (filed as Exhibit 3.2 to Juniper Pharmaceuticals, Inc.’s Current Report on Form 8-K filed on April 3, 2015).
10.1*		Amended and Restated Employment Agreement, dated as of November 1, 2017, by and between Juniper Pharmaceuticals, Inc. and Jeffrey Young.
10.1* †		Supply Agreement, dated as of January 7, 2018, by and between Columbia Laboratories (Bermuda) Limited and Ares Trading S.A.
10.2*		Amended and Restated Employment Agreement, dated as of November 1, 2017, by and between Juniper Pharma Services, Limited and Dr. Nikin Patel.
10.3*		Amended and Restated Employment Agreement, dated as of November 1, 2017, by and between Juniper Pharmaceuticals, Inc. and Alicia Secor.
31.1*		Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer of the Company.
31.2*		Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer of the Company.
32.1**		Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2**		Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101*		The following materials from the Juniper Pharmaceuticals, Inc. Quarterly Report on Form 10-Q for the quarter ended ~~September~~March 3031, ~~2017~~2018, formatted in XBRL (eXtensible Business Reporting Language): (i) Condensed Consolidated Statements of Operations for the three ~~and nine~~ months ended ~~September~~March 3031, ~~2017~~2018 and ~~2016~~2017, (ii) Condensed Consolidated Balance Sheets at ~~September~~March 3031, ~~2017~~2018 and December 31, ~~2016~~2017, (iii) Condensed Consolidated Statements of Comprehensive Income (Loss) for the three ~~and nine~~ months ended ~~September~~March 3031, ~~2017~~2018 and ~~2016~~2017, (iv) Condensed Consolidated Statements of Cash Flows for the ~~nine~~three months ended ~~September~~March 3031, ~~2017~~2018 and ~~2016~~2017, and (v) Notes to Condensed Consolidated Financial Statements.

*	Filed herewith.

**	Furnished herewith.

***	Incorporated by reference.

34† Portions of this exhibit (indicated by asterisks) have been omitted pursuant to a request for confidential treatment and this exhibit has been submitted separately to the SEC.

Signatures

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 thereunto duly authorized.

Juniper Pharmaceuticals, Inc. /s/ Jeffrey E. Young Jeffrey E. Young Senior Vice President, Finance, Chief Financial Officer and Treasurer (Principal Financial and Accounting Officer) DATE: ~~November~~May 210, ~~2017~~2018

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