Document_and_Entity_Informatio
Document and Entity Information Document | 3 Months Ended | |
Mar. 31, 2014 | Apr. 23, 2014 | |
Document and Entity Information [Abstract] | ' | ' |
Entity Registrant Name | 'SIGA TECHNOLOGIES INC | ' |
Entity Central Index Key | '0001010086 | ' |
Current Fiscal Year End Date | '--12-31 | ' |
Entity Filer Category | 'Accelerated Filer | ' |
Trading Symbol | 'SIGA | ' |
Document Type | '10-Q | ' |
Document Period End Date | 31-Mar-14 | ' |
Document Fiscal Year Focus | '2014 | ' |
Document Fiscal Period Focus | 'Q1 | ' |
Amendment Flag | 'false | ' |
Entity Common Stock, Shares Outstanding | ' | 53,339,296 |
CONDENSED_CONSOLIDATED_BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) (USD $) | Mar. 31, 2014 | Dec. 31, 2013 |
ASSETS | ' | ' |
Cash and cash equivalents | $107,067,070 | $91,309,754 |
Accounts receivable | 610,420 | 982,023 |
Inventory | 17,075,545 | 20,515,349 |
Prepaid expense and other assets, current | 978,488 | 750,808 |
Deferred tax assets | 7,602,201 | 10,383,908 |
Total current assets | 133,333,724 | 123,941,842 |
Property, plant and equipment, net | 1,084,650 | 1,382,073 |
Deferred costs | 29,176,756 | 22,583,202 |
Goodwill | 898,334 | 898,334 |
Other assets | 2,024,555 | 2,078,159 |
Deferred tax assets, net | 48,269,810 | 42,940,624 |
Total assets | 214,787,829 | 193,824,234 |
LIABILITIES AND STOCKHOLDERS' EQUITY | ' | ' |
Accounts payable | 4,343,762 | 5,064,380 |
Accrued expenses and other current liabilities | 4,660,747 | 4,842,393 |
Common stock warrants, current | 157,320 | 313,425 |
Long-term debt, current maturities | 1,973,990 | 1,968,826 |
Total current liabilities | 11,135,819 | 12,189,024 |
Deferred revenue | 187,783,380 | 162,222,189 |
Long-term debt, excluding current maturities | 1,494,490 | 1,989,948 |
Other liabilities | 437,035 | 447,605 |
Total liabilities | 200,850,724 | 176,848,766 |
Equity | ' | ' |
Common stock ($.0001 par value, 100,000,000 shares authorized, 53,335,296 and 53,108,844 issued and outstanding at March 31, 2014, and December 31, 2013, respectively | 5,334 | 5,310 |
Additional paid-in capital | 173,841,500 | 173,498,028 |
Accumulated deficit | -159,909,729 | -156,527,870 |
Total stockholders' equity | 13,937,105 | 16,975,468 |
Total liabilities and stockholders' equity | $214,787,829 | $193,824,234 |
CONDENSED_CONSOLIDATED_BALANCE1
CONDENSED CONSOLIDATED BALANCE SHEETS (Parentheticals) (USD $) | Mar. 31, 2014 | Dec. 31, 2013 |
Balance Sheet Parenthetical [Abstract] | ' | ' |
Common stock, par value | $0.00 | $0.00 |
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, shares issued | 53,335,296 | 53,108,844 |
Common stock, shares outstanding | 53,335,296 | 53,108,844 |
CONDENSED_CONSOLIDATED_STATEME
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME/LOSS (Unaudited) (USD $) | 3 Months Ended | |
Mar. 31, 2014 | Mar. 31, 2013 | |
Revenues | ' | ' |
Research and development | $549,415 | $1,328,364 |
Operating expenses | ' | ' |
Selling, general and administrative | 3,088,658 | 3,031,349 |
Research and development | 2,813,456 | 3,645,469 |
Patent preparation fees | 285,736 | 458,156 |
Total operating expenses | 6,187,850 | 7,134,974 |
Operating loss | -5,638,435 | -5,806,610 |
Decrease (increase) in fair value of common stock warrants | 156,105 | -974,199 |
Interest expense | -140,829 | -373,555 |
Other income, net | 5 | 103 |
Loss before income taxes | -5,623,154 | -7,154,261 |
Benefit from (provision for) income taxes | 2,241,295 | 2,278,442 |
Net income (loss) | ($3,381,859) | ($4,875,819) |
Earnings (loss) per share: basic and diluted | ($0.06) | ($0.09) |
Weighted average shares outstanding: basic and diluted | 53,252,155 | 51,714,146 |
CONDENSED_CONSOLIDATED_STATEME1
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) (USD $) | 3 Months Ended | |
Mar. 31, 2014 | Mar. 31, 2013 | |
Cash flows from operating activities: | ' | ' |
Net income (loss) | ($3,381,859) | ($4,875,819) |
Adjustments to reconcile net income (loss) to net cash used in operating activities | ' | ' |
Depreciation and other amortization | 91,106 | 98,134 |
Increase (decrease) in fair value of warrants | 156,105 | -974,199 |
Stock-based compensation | 698,851 | 604,985 |
Other noncash income (expense) | 9,706 | 12,730 |
Changes in assets and liabilities: | ' | ' |
Accounts receivable | 371,603 | -26,512,630 |
Inventory | 3,439,804 | 4,493,117 |
Deferred costs | -6,593,554 | -5,827,845 |
Prepaid expenses and other current assets | -7,179 | 21,999 |
Other assets | 19,513 | 56,789 |
Deferred income taxes, net | -2,547,479 | -2,278,442 |
Accounts payable, accrued expenses and other current liabilities | -902,264 | -1,314,839 |
Deferred revenue | 25,561,191 | 26,453,846 |
Other liabilities | -10,570 | 0 |
Net cash provided by (used in) operating activities | 16,592,764 | -8,093,776 |
Cash flows from investing activities: | ' | ' |
Capital expenditures | -14,184 | -268,592 |
Net cash (used in) provided by investing activities | -14,184 | -268,592 |
Cash flows from financing activities: | ' | ' |
Net proceeds from exercise of warrants and options | 94,675 | 1,213,365 |
Payment of common stock tendered for employee tax obligations | -415,938 | -178,093 |
Repayments of long-term debt | -500,001 | 0 |
Net cash provided by financing activities | -821,264 | 1,035,272 |
Net increase (decrease) in cash and cash equivalents | 15,757,316 | -7,327,096 |
Cash and cash equivalents at beginning of period | 91,309,754 | 32,017,490 |
Cash and cash equivalents at end of period | 107,067,070 | 24,690,394 |
Supplemental disclosure of non-cash financing activities: | ' | ' |
Reclass of common stock warrant liability to additional paid-in capital upon warrant exercise | $0 | $492,191 |
Interim_Condensed_Consolidated
Interim Condensed Consolidated Financial Statements | 3 Months Ended |
Mar. 31, 2014 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ' |
Interim Condensed Consolidated Financial Statements | ' |
The financial statements are presented in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”) for interim financial information and the rules and regulations of the Securities and Exchange Commission (the “SEC”) for quarterly reports on Form 10-Q and should be read in conjunction with the Company’s audited financial statements and notes thereto for the year ended December 31, 2013, included in the 2013 Annual Report on Form 10-K. All terms used but not defined elsewhere herein have the meaning ascribed to them in the Company’s 2013 Annual Report on Form 10-K filed on March 10, 2014. In the opinion of management, all adjustments (consisting of normal and recurring adjustments) considered necessary for a fair statement of the results of the interim periods presented have been included. The 2013 year-end balance sheet data was derived from the audited financial statements but does not include all disclosures required by U.S. GAAP. The results of operations for the three months ended March 31, 2014 are not necessarily indicative of the results expected for the full year. |
Procurement_Contract_and_Resea
Procurement Contract and Research Agreements | 3 Months Ended |
Mar. 31, 2014 | |
Research and Development [Abstract] | ' |
Procurement Contract and Research Agreements | ' |
Procurement Contract and Research Agreements | |
Procurement Contract | |
On May 13, 2011, the Company signed a contract with BARDA (the “BARDA Contract”) pursuant to which SIGA agreed to deliver two million courses of Arestvyr to the Strategic Stockpile. The base contract, worth approximately $463 million, includes $54 million related to development and supportive activities and contains various options to be exercised at BARDA’s discretion. The period of performance for development and supportive activities runs until 2020. As originally issued, the BARDA Contract included an option for the purchase of up to 12 million additional courses of Arestvyr; however, following a protest by a competitor of the Company, BARDA issued a contract modification on June 24, 2011 pursuant to which it deleted the option to purchase the additional courses. Under the BARDA Contract as modified, BARDA has agreed to buy from SIGA 1.7 million courses of Arestvyr. Additionally, SIGA will contribute to BARDA 300,000 courses manufactured primarily using federal funds provided by the U.S. Department of Health and Human Services (“HHS”) under prior development contracts. The BARDA Contract as modified also contains options that will permit SIGA to continue its work on pediatric and geriatric versions of the drug as well as use Arestvyr for smallpox prophylaxis. As described in Note 13, the amount of profits SIGA will retain pursuant to the BARDA Contract may be adversely affected by the outcome of PharmAthene’s action against SIGA. | |
The BARDA Contract is a multiple deliverable arrangement comprising delivery of courses and covered research and development activities. The BARDA Contract provides certain product replacement rights with respect to delivered courses. For this reason, recognition of revenue that might otherwise occur upon delivery of courses is expected to be deferred until the Company’s obligations related to potential replacement of delivered courses are satisfied. The Company assessed the selling price for each of the aforementioned deliverables - research and development activities and drug product. The selling price of certain reimbursed research and development services was determined by reference to existing and past research and development grants and contracts between the Company and various government agencies. The selling price of drug product was determined by reference to other Companies’ sales of drug products such as antiviral therapeutics, orphan drugs and drugs with potential life-saving impact similar to Arestvyr, including products delivered to the Strategic Stockpile. | |
The Company has recognized revenue for reimbursement of certain BARDA Contract research and development services. Cash inflows related to delivery of courses will continue to be recorded as deferred revenue. In addition, direct costs incurred by the Company to fulfill the delivery of courses under the BARDA Contract are being deferred and will be recognized as expenses over the same period that the related deferred revenue is recognized as revenue. | |
As of March 31, 2014 and December 31, 2013, deferred direct costs under the BARDA Contract of approximately $29.2 million and $22.6 million, respectively, are included in deferred costs on the consolidated balance sheets. As of March 31, 2014, the Company recorded $187.8 million of deferred revenue for the delivery and acceptance of Arestvyr into the Strategic Stockpile and for certain research and development services provided as part of the BARDA Contract. For the three months ended March 31, 2014, revenue from reimbursed research and development was $360,000. An aggregate of approximately 1.2 million courses of Arestvyr have been accepted by the Strategic Stockpile; this includes delivery of 259,000 courses at no cost to BARDA in accordance with the BARDA Contract. | |
Research Agreements | |
The Company obtains funding from the contracts and grants it obtains from various agencies of the U.S. Government to support its research and development activities. Currently, the Company has one contract and two grants with varying expiration dates through July 2016 that provide for potential future aggregate research and development funding for specific projects of approximately $13.9 million. Because of the Optimization Program (refer to Note 11), we do not expect to utilize all available funds under the grants covering development for our dengue antiviral drug and anti-arenavirus drug. | |
The funded amount includes, among other things, options that may or may not be exercised at the U.S. government’s discretion. Moreover, the contract and grants contain customary terms and conditions including the U.S. Government’s right to terminate or restructure a grant for convenience at any time. |
Stockholders_Equity_Notes
Stockholders' Equity (Notes) | 3 Months Ended |
Mar. 31, 2013 | |
Stockholders' Equity Attributable to Parent [Abstract] | ' |
Equity and Financial Instruments | ' |
Equity and Financial Instruments | |
On March 31, 2014, the Company’s authorized share capital consisted of 110,000,000 shares, of which 100,000,000 are designated common shares and 10,000,000 are designated preferred shares. The Company’s Board of Directors is authorized to issue preferred shares in series with rights, privileges and qualifications of each series determined by the Board. | |
At March 31, 2014 and December 31, 2013, the fair market value of outstanding liability classified warrants was $157,320 and $313,425, respectively. The Company applied the Black-Scholes model to calculate the fair values of the respective derivative instruments using the contractual term of the warrants. Management estimates the expected volatility using a combination of the Company’s historical volatility and the volatility of a group of comparable companies. | |
For the three months ended March 31, 2014 and 2013, the Company recorded a gain of $156,105 and a loss of $974,199 related to net changes in fair value for liability classified warrants outstanding during the respective periods. | |
On April 30, 2013, SIGA entered into a Services Agreement with MacAndrews & Forbes LLC (“M&F”) for certain professional and administrative services. The Services Agreement has a term of three years. As consideration for the Services Agreement, SIGA issued warrants to M&F to acquire 250,000 shares of common stock at an exercise price of $3.29 per share. The warrants are fully vested, immediately exercisable and remain exercisable for two years from issuance. The grant-date fair value, determined using the Black-Scholes model as previously described, is recorded as an asset with a corresponding increase to equity. The asset is amortized over the contractual term of the warrant. | |
Outstanding Warrants from 2008 Financing | |
On June 19, 2008, SIGA entered into a letter agreement, as subsequently amended (the “Letter Agreement”) that expired on June 19, 2010, with M&F, a related party, for M&F’s commitment to invest, at SIGA’s discretion or at M&F’s option, up to $8 million in exchange for (i) SIGA common stock and (ii) warrants to purchase 40% of the number of SIGA shares acquired by M&F. In consideration for the commitment of M&F reflected in the Letter Agreement, on June 19, 2008, M&F received warrants to purchase 238,000 shares of SIGA common stock, initially exercisable at $3.06 (the “Commitment Warrants”). The Commitment Warrants were exercisable until June 19, 2012. On June 19, 2012, the Commitment Warrants were amended to extend expiration to June 19, 2014. Due to certain anti-dilution provisions, the Commitment Warrants are recorded as a liability, and consequently the “mark-to-market” adjustment to the fair value from the extended term was accounted immediately upon modification. | |
On June 18, 2010, M&F notified SIGA of its intention to exercise its right to invest $5.5 million, the remaining amount available under the Letter Agreement following earlier investments and entered into a Deferred Closing and Registration Rights Agreement dated as of June 18, 2010 with the Company. On July 26, 2010, upon satisfaction of certain customary closing conditions, including the expiration of the applicable waiting period pursuant to the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, M&F funded the $5.5 million purchase price to SIGA in exchange for the issuance of (i) 1,797,386 shares of common stock and (ii) warrants to purchase 718,954 shares of SIGA common stock at an exercise price of $3.519 per share; the warrants are exercisable for a term of four years from issuance. | |
The number of shares issuable pursuant to the warrants granted under the Letter Agreement, as well as the exercise price of those warrants, may be subject to adjustment as a result of the effect of future equity issuances on certain anti-dilution provisions in the related warrant agreements. | |
The Company accounted for the warrants in accordance with the authoritative guidance which requires that free-standing derivative financial instruments that require net cash settlement be classified as assets or liabilities at the time of the transaction, and recorded at their fair value. Any changes in the fair value of the derivative instruments are reported in earnings or loss as long as the derivative contracts are classified as assets or liabilities. |
Per_Share_Data_Notes
Per Share Data (Notes) | 3 Months Ended | |||||||
Mar. 31, 2014 | ||||||||
Per Share Data [Abstract] | ' | |||||||
Per Share Data | ' | |||||||
Per Share Data | ||||||||
The objective of basic earnings per share (“EPS”) is to measure the performance of an entity over the reporting period by dividing income (loss) by the weighted average shares outstanding. The objective of diluted EPS is consistent with that of basic EPS, except that it also gives effect to all potentially dilutive common shares outstanding during the period. | ||||||||
The following is a reconciliation of the basic and diluted net income (loss) per share computation: | ||||||||
Three Months Ended March 31, | ||||||||
2014 | 2013 | |||||||
Net income (loss) | (3,381,859 | ) | $ | (4,875,819 | ) | |||
Weighted-average shares: basic and diluted | 53,252,155 | 51,714,146 | ||||||
Earnings (loss) per share: basic and diluted | $ | (0.06 | ) | $ | (0.09 | ) | ||
The Company incurred losses for the three months ended March 31, 2014 and 2013 and as a result, certain equity instruments are excluded from the calculation of diluted earnings (loss) per share as the effect of such shares is anti-dilutive. The weighted average number of equity instruments excluded consist of: | ||||||||
Three Months Ended March 31, | ||||||||
2014 | 2013 | |||||||
Stock Options | 2,239,793 | 2,905,674 | ||||||
Stock-Settled Stock Appreciation Rights | 402,618 | 450,810 | ||||||
Restricted Stock Units | 1,295,189 | 1,014,075 | ||||||
Warrants | 1,216,226 | 2,194,976 | ||||||
The appreciation of each stock-settled stock appreciation right was capped at a determined maximum value. As a result, the weighted average number shown in the table above for stock-settled stock appreciation rights reflects the weighted average maximum number of shares that could be issued. |
Fair_Value_Measurements_Notes
Fair Value Measurements (Notes) | 3 Months Ended | |
Mar. 31, 2014 | ||
Fair Value Measurements [Abstract] | ' | |
Fair Value Disclosures | ' | |
Fair Value of Financial Instruments | ||
The carrying value of cash and cash equivalents, accounts payable and accrued expenses approximates fair value due to the relatively short maturity of these instruments. Common stock warrants which are classified as liabilities are recorded at their fair market value as of each reporting period. | ||
The measurement of fair value requires the use of techniques based on observable and unobservable inputs. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect our market assumptions. The inputs create the following fair value hierarchy: | ||
• | Level 1 – Quoted prices for identical instruments in active markets. | |
• | Level 2 – Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations where inputs are observable or where significant value drivers are observable. | |
• | Level 3 – Instruments where significant value drivers are unobservable to third parties. | |
The Company uses model-derived valuations where inputs are observable in active markets to determine the fair value of certain common stock warrants on a recurring basis and classify such warrants in Level 2. The Company utilizes the Black-Scholes model consisting of the following variables: (i) the closing price of SIGA’s common stock; (ii) the expected remaining life of the warrant; (iii) the expected volatility using a weighted-average of historical volatilities from a combination of SIGA and comparable companies; and (iv) the risk-free market rate. At March 31, 2014 and December 31, 2013, the fair value of liability classified warrants was $157,320 and $313,425, respectively. | ||
As of March 31, 2014 and December 31, 2013, the Company had $3.5 million and $4.0 million outstanding, respectively, from a loan entered into on December 31, 2012. The fair value of the loan, which is measured using Level 2 inputs, approximates book value at March 31, 2014 and December 31, 2013. |
Related_Party_Transactions
Related Party Transactions | 3 Months Ended |
Mar. 31, 2014 | |
Related Party Transactions [Abstract] | ' |
Related Party Transactions | ' |
Related Party Transactions | |
In October 2012, the Company funded a letter of credit and deposit to take advantage of a lease for office space secured by an affiliate of M&F from a third party landlord on behalf of the Company. Pursuant to such letter of credit, in January 2013 the Company entered into a sublease in which the Company will pay all costs associated with the lease, including rent. All payments made by the Company pursuant to the sublease will either be directly or indirectly made to the third-party landlord and not retained by M&F or any affiliate. The sublease allowed for a free rent period of five months beginning April 1, 2013; subsequent to the free rent period, monthly rent payments are $60,000 until August 1, 2019 and $63,000 for the next two years. Upon expiration on September 1, 2020, the sublease and lease provides for two consecutive five year renewal options. | |
A member of the Company’s Board of Directors is a member of the Company’s outside counsel. During the three months ended March 31, 2014 and 2013, the Company incurred costs of $459,000 and $429,000 , respectively, related to services provided by the outside counsel. On March 31, 2014, the Company’s outstanding payables included $147,000 payable to the outside counsel. |
Inventory
Inventory | 3 Months Ended | |||||||
Mar. 31, 2014 | ||||||||
Inventory Disclosure [Abstract] | ' | |||||||
Inventory | ' | |||||||
Inventory | ||||||||
During the three months ended March 31, 2014, approximately 388,000 courses were accepted into the Strategic Stockpile; due to the deferral of revenue under the BARDA Contract, amounts that would be otherwise recorded as cost of goods sold for delivered and accepted courses are recorded as deferred costs in the balance sheet. The value of inventory represents the costs incurred to manufacture Arestvyr under the BARDA Contract. Manufacturing costs incurred to complete production of courses of Arestvyr will be recorded as inventory and reclassified to deferred costs upon delivery to the extent related revenue is deferred. | ||||||||
Inventory consisted of the following at March 31, 2014 and December 31, 2013: | ||||||||
March 31, 2014 | December 31, 2013 | |||||||
Work in-process | $ | 17,075,545 | $ | 14,363,151 | ||||
Finished goods | — | 6,152,198 | ||||||
Inventory | $ | 17,075,545 | $ | 20,515,349 | ||||
The Company has revised the disclosure of the previously reported components of inventory at December 31, 2013. | ||||||||
For the three months ended March 31, 2014, research and development expense included inventory write-downs of $0.5 million. |
Property_Plant_and_Equipment
Property, Plant and Equipment | 3 Months Ended | |||||||
Mar. 31, 2014 | ||||||||
Property, Plant and Equipment [Abstract] | ' | |||||||
Property, Plant and Equipment | ' | |||||||
Property, Plant and Equipment | ||||||||
Property, plant and equipment consisted of the following at March 31, 2014 and December 31, 2013: | ||||||||
31-Mar-14 | December 31, 2013 | |||||||
Laboratory equipment | $ | — | $ | 2,473,428 | ||||
Leasehold improvements | 3,170,596 | 3,166,622 | ||||||
Computer equipment | 658,072 | 655,364 | ||||||
Furniture and fixtures | 495,671 | 488,168 | ||||||
4,324,339 | 6,783,582 | |||||||
Less - accumulated depreciation | (3,239,689 | ) | (5,401,509 | ) | ||||
Property, plant and equipment, net | $ | 1,084,650 | $ | 1,382,073 | ||||
Depreciation and amortization expense on property, plant, and equipment was $91,106 and $98,134 for the three months ended March 31, 2014 and 2013, respectively. | ||||||||
As of March 31, 2014, laboratory equipment with a net book value of $220,501 is classified as held for sale. As a result of the Optimization Plan described in Note 11, in March 2014 the Company engaged a third-party to manage the disposition of certain laboratory equipment which is expected to be completed within the next twelve months. |
Accrued_Expenses_and_Other_Cur
Accrued Expenses and Other Current Liabilities | 3 Months Ended | |||||||
Mar. 31, 2014 | ||||||||
Payables and Accruals [Abstract] | ' | |||||||
Accrued Expenses and Other Current Liabilities | ' | |||||||
Accrued Expenses | ||||||||
Accrued expenses and other current liabilities consisted of the following at March 31, 2014 and December 31, 2013: | ||||||||
March 31, 2014 | December 31, 2013 | |||||||
Loss contingency | $ | 2,671,414 | $ | 2,635,270 | ||||
Bonus | 401,250 | — | ||||||
Professional fees | 849,207 | 794,275 | ||||||
Vacation | 278,428 | 252,410 | ||||||
Other | 460,448 | 1,160,438 | ||||||
Accrued expenses and other current liabilities | $ | 4,660,747 | $ | 4,842,393 | ||||
Income_Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2014 | |
Income Tax Disclosure [Abstract] | ' |
Income Tax | ' |
Income Tax | |
Deferred tax assets, net were $55.9 million on March 31, 2014 and $53.3 million on December 31, 2013, respectively, net of valuation allowances of $4.3 million and $4.4 million, respectively. For the three months ended March 31, 2014 and 2013, the Company incurred net losses and consequently recognized an income tax benefit of $2.2 million and $2.3 million, respectively. | |
The recognition of a valuation allowance for deferred taxes requires management to make estimates and judgments about the Company’s future profitability which are inherently uncertain. This includes assessing available positive and negative evidence to determine if sufficient future tax income will be generated to utilize existing deferred tax assets. If the current estimates of future taxable income are reduced or not realized, for example, based on the outcome in PharmAthene's action against the Company described in Note 13, the Company’s assessment regarding the realization of deferred tax assets could change. Future changes in the estimated amount of deferred taxes expected to be realized will be reflected in the Company’s financial statements in the period the estimate is changed with a corresponding adjustment to operating results. Changes in estimates may occur often and can have a significant favorable or unfavorable impact on the Company’s operating results from period to period. |
Restructuring_Charges
Restructuring Charges | 3 Months Ended | |||||||||||||||
Mar. 31, 2014 | ||||||||||||||||
Restructuring Charges [Abstract] | ' | |||||||||||||||
Restructuring and related activities disclosure | ' | |||||||||||||||
Restructuring | ||||||||||||||||
In the fourth quarter of 2013, the Company began an optimization program to increase efficiencies within its operations (the “Optimization Program”). This program, which included a reduction in employee headcount, is intended to align the Company's resources, staff and efforts with the most promising growth opportunities. With the implementation of the Optimization Program, the Company is targeting a $6 million reduction in annual operating expenses, of which a substantial portion of the reduction was implemented at December 31, 2013. For the year ended December 31, 2013, the Company recorded a restructuring charge of $512,944 which included a non-cash asset impairment for the write-off of certain prepaid assets. The following table summarizes the activity for the three months ended March 31, 2014: | ||||||||||||||||
Accrued as of December 31, 2013 | Charges | Payments | Accrued as of March 31, 2014 | |||||||||||||
Severance Charges | $ | 118,230 | $ | — | $ | (113,355 | ) | $ | 4,875 | |||||||
Legal_Proceedings
Legal Proceedings | 3 Months Ended |
Mar. 31, 2014 | |
Commitments and Contingencies Disclosure [Abstract] | ' |
Commitments and Contingencies | ' |
Legal Proceedings | |
In December 2006, PharmAthene, Inc. (“PharmAthene”) filed an action against SIGA in the Delaware Court of Chancery (the “Court” or “Court of Chancery”) captioned PharmAthene, Inc. v. SIGA Technologies, Inc., C.A. No. 2627-N. In its amended complaint, PharmAthene asked the Court to order the Company to enter into a license agreement with PharmAthene with respect to ST-246, now also known as Arestvyr, to declare that the Company is obliged to execute such a license agreement, and to award damages resulting from the Company’s supposed breach of that obligation. PharmAthene also alleged that the Company breached an obligation to negotiate such a license agreement in good faith, and sought damages for promissory estoppel and unjust enrichment based on supposed information, capital, and assistance that PharmAthene allegedly provided to the Company during the negotiation process. The Court tried the case in January 2011. | |
In September 2011, the Court issued its post-trial opinion. The Court denied PharmAthene’s requests for specific performance and expectation damages measured by the present value of estimated future profits. Nevertheless, the Court held that the Company breached its duty to negotiate in good faith and was liable under the doctrine of promissory estoppel. The Court consequently awarded to PharmAthene what the Court described as an equitable payment stream or equitable lien consisting of fifty percent of the net profits that the Company achieves from sales of ST-246 after the Company secures $40 million in net profits, for ten years following the first commercial sale. In addition, the Court awarded PharmAthene one-third of its reasonable attorneys’ fees and expert witness expenses. | |
In May 2012, the Court entered its final order and judgment in this matter, implementing its post-trial opinion. Among other things, the final order and judgment provided that (a) net profits would be calculated in accordance with generally accepted accounting principles applied consistently with how they are applied in the preparation of the Company’s financial statements, (b) the net profits calculation would take into account expenses relating to ST-246 commencing with the Company’s acquisition of ST-246 in August 2004, and (c) PharmAthene could recover $2.4 million of attorneys’ fees and expenses. As of March 31, 2014, SIGA has recorded a $2.7 million loss contingency with respect to the fee, expense and interest portion of the judgment. | |
In June 2012, the Company appealed to the Supreme Court of the State of Delaware the final order and judgment and certain earlier rulings of the Court of Chancery. Shortly thereafter, PharmAthene filed its cross-appeal. The Company obtained a stay of enforcement of the fee and expense portion of the judgment by filing a surety bond for the amount of the judgment plus post-judgment interest. The Company posted $1.3 million as collateral for the surety bond which is recorded in other assets as of March 31, 2014. The parties briefed the issues, and argued before the Delaware Supreme Court,en banc, on January 10, 2013. | |
On May 24, 2013, the Supreme Court of Delaware issued its decision, affirming the Delaware Court of Chancery’s judgment in part, reversing it in part, and remanding to Vice Chancellor Parsons. The Supreme Court affirmed the Chancery Court determination that the Company had breached its contractual obligation to negotiate in good faith; reversed the promissory estoppel holding; and, reversed the Vice Chancellor’s equitable damages award. The Supreme Court held that the trial judge may award expectation damages for breach of the contractual duty to negotiate in good faith if such damages are proven with reasonable certainty, and remanded to the Chancery Court for consideration of damages consistent with that holding. The Supreme Court also reversed the Chancery Court’s award of attorney fees and expert witness fees because they were predicated in part on a now-reversed finding of liability on PharmAthene’s promissory estoppel claim. The Supreme Court held that the Chancery Court could reevaluate on remand an alternative award, if any, of attorneys’ fees and expert testimony expenses consistent with the Supreme Court’s opinion. Finally, the Supreme Court declined to consider all claims raised in PharmAthene’s cross-appeal because it affirmed the Chancery Court’s finding that the Company was liable for breaching its contractual obligation to negotiate in good faith. On June 11, 2013, the Supreme Court issued its mandate to the Court of Chancery with the decision described above. | |
On June 26, 2013, the parties appeared before Vice Chancellor Parsons to discuss the remand, at which time PharmAthene declared its desire to supplement the record with further evidence. Following briefing and argument on August 15, 2013, the Chancery Court granted PharmAthene’s motion to supplement the record and also allowed the Company to submit responsive evidence. On December 18-19, 2013, the Court held an evidentiary hearing with respect to that evidence. On January 15, 2014, after briefing on relevant issues, the parties appeared for oral argument regarding what if any remedy the Chancery Court should impose in light of the remand by the Supreme Court of Delaware. | |
No assurances can be given as to the Chancery Court’s determinations on remand. | |
From time to time, the Company is involved in disputes or legal proceedings arising in the ordinary course of business. The Company believes that there is no dispute or litigation pending, except as discussed above, that could have, individually or in the aggregate, a material adverse effect on its financial position, results of operations or cash flows. |
Recent_Accounting_Pronouncemen
Recent Accounting Pronouncements (Notes) | 3 Months Ended |
Mar. 31, 2014 | |
Recent Accounting Pronouncements [Abstract] | ' |
New Accounting Pronouncements and Changes in Accounting Principles [Text Block] | ' |
Recent Accounting Pronouncements | |
In July 2013, the Financial Accounting Standards Board issued new guidance on the financial statement presentation of unrecognized tax benefit when a net operating loss carryforward, a similar tax loss, or a tax credit carryforward exists. The Company's adoption of this guidance on January 1, 2014 did not have a material effect on our financial statements. |
Per_Share_Data_Tables
Per Share Data (Tables) | 3 Months Ended | |||||||
Mar. 31, 2014 | ||||||||
Per Share Data [Abstract] | ' | |||||||
Schedule of earnings per share, basic and diluted | ' | |||||||
The objective of basic earnings per share (“EPS”) is to measure the performance of an entity over the reporting period by dividing income (loss) by the weighted average shares outstanding. The objective of diluted EPS is consistent with that of basic EPS, except that it also gives effect to all potentially dilutive common shares outstanding during the period. | ||||||||
The following is a reconciliation of the basic and diluted net income (loss) per share computation: | ||||||||
Three Months Ended March 31, | ||||||||
2014 | 2013 | |||||||
Net income (loss) | (3,381,859 | ) | $ | (4,875,819 | ) | |||
Weighted-average shares: basic and diluted | 53,252,155 | 51,714,146 | ||||||
Earnings (loss) per share: basic and diluted | $ | (0.06 | ) | $ | (0.09 | ) | ||
Schedule of antidilutive securities excluded from computation of earnings per share | ' | |||||||
The Company incurred losses for the three months ended March 31, 2014 and 2013 and as a result, certain equity instruments are excluded from the calculation of diluted earnings (loss) per share as the effect of such shares is anti-dilutive. The weighted average number of equity instruments excluded consist of: | ||||||||
Three Months Ended March 31, | ||||||||
2014 | 2013 | |||||||
Stock Options | 2,239,793 | 2,905,674 | ||||||
Stock-Settled Stock Appreciation Rights | 402,618 | 450,810 | ||||||
Restricted Stock Units | 1,295,189 | 1,014,075 | ||||||
Warrants | 1,216,226 | 2,194,976 | ||||||
Inventory_Tables
Inventory (Tables) | 3 Months Ended | |||||||
Mar. 31, 2014 | ||||||||
Inventory [Abstract] | ' | |||||||
Inventory | ' | |||||||
Inventory consisted of the following at March 31, 2014 and December 31, 2013: | ||||||||
March 31, 2014 | December 31, 2013 | |||||||
Work in-process | $ | 17,075,545 | $ | 14,363,151 | ||||
Finished goods | — | 6,152,198 | ||||||
Inventory | $ | 17,075,545 | $ | 20,515,349 | ||||
Property_Plant_and_Equipment_T
Property, Plant and Equipment (Tables) | 3 Months Ended | |||||||
Mar. 31, 2014 | ||||||||
Property, Plant and Equipment [Abstract] | ' | |||||||
Property, plant and equipment | ' | |||||||
Property, plant and equipment consisted of the following at March 31, 2014 and December 31, 2013: | ||||||||
31-Mar-14 | December 31, 2013 | |||||||
Laboratory equipment | $ | — | $ | 2,473,428 | ||||
Leasehold improvements | 3,170,596 | 3,166,622 | ||||||
Computer equipment | 658,072 | 655,364 | ||||||
Furniture and fixtures | 495,671 | 488,168 | ||||||
4,324,339 | 6,783,582 | |||||||
Less - accumulated depreciation | (3,239,689 | ) | (5,401,509 | ) | ||||
Property, plant and equipment, net | $ | 1,084,650 | $ | 1,382,073 | ||||
Accrued_Expenses_and_Other_Cur1
Accrued Expenses and Other Current Liabilities (Tables) | 3 Months Ended | |||||||
Mar. 31, 2014 | ||||||||
Payables and Accruals [Abstract] | ' | |||||||
Accrued Expenses and Other Current Liabilities | ' | |||||||
Accrued expenses and other current liabilities consisted of the following at March 31, 2014 and December 31, 2013: | ||||||||
March 31, 2014 | December 31, 2013 | |||||||
Loss contingency | $ | 2,671,414 | $ | 2,635,270 | ||||
Bonus | 401,250 | — | ||||||
Professional fees | 849,207 | 794,275 | ||||||
Vacation | 278,428 | 252,410 | ||||||
Other | 460,448 | 1,160,438 | ||||||
Accrued expenses and other current liabilities | $ | 4,660,747 | $ | 4,842,393 | ||||
Restructuring_charges_Tables
Restructuring charges (Tables) | 3 Months Ended | |||||||||||||||
Mar. 31, 2014 | ||||||||||||||||
Restructuring Charges [Abstract] | ' | |||||||||||||||
Restructuring and related costs | ' | |||||||||||||||
Accrued as of December 31, 2013 | Charges | Payments | Accrued as of March 31, 2014 | |||||||||||||
Severance Charges | $ | 118,230 | $ | — | $ | (113,355 | ) | $ | 4,875 | |||||||
Procurement_Contract_and_Resea1
Procurement Contract and Research Agreements (Details) (USD $) | 0 Months Ended | 1 Months Ended | 3 Months Ended | ||
Jun. 24, 2011 | 31-May-11 | Mar. 31, 2014 | Mar. 31, 2013 | Dec. 31, 2013 | |
course | course | course | course | ||
Procurement Contract [Line Items] | ' | ' | ' | ' | ' |
Deferred costs | ' | ' | $29,176,756 | ' | $22,583,202 |
Research and development revenue long-term contract | ' | ' | 360,000 | ' | ' |
Number of active contracts | ' | ' | 1 | ' | ' |
Number of active grants | ' | ' | 2 | ' | ' |
Potential future research and development funding | ' | ' | 13,900,000 | ' | ' |
BARDA Contract | ' | ' | ' | ' | ' |
Procurement Contract [Line Items] | ' | ' | ' | ' | ' |
Number of courses to be delivered | ' | 2,000,000 | ' | ' | ' |
Value of contract | ' | 463,000,000 | ' | ' | ' |
Contract value of development and support activities | ' | 54,000,000 | ' | ' | ' |
Option to purchase additional courses | ' | 12,000,000 | ' | ' | ' |
Number of courses under modified contract | 1,700,000 | ' | ' | ' | ' |
Number of courses manufactured using federal funds | 300,000 | ' | ' | ' | ' |
Deferred costs | ' | ' | 29,176,756 | ' | 22,583,202 |
Deferred revenue | ' | ' | $187,800,000 | ' | ' |
Number of courses delivered and accepted | ' | ' | 1,175,876 | ' | ' |
Government Contract, number of courses delivered at no cost | ' | ' | ' | 259,000 | ' |
Equity_Details
Equity (Details) (USD $) | 3 Months Ended | 0 Months Ended | |||||||
Mar. 31, 2014 | Mar. 31, 2013 | Dec. 31, 2013 | Apr. 30, 2013 | Jun. 18, 2010 | Jun. 19, 2008 | Jun. 19, 2008 | Mar. 31, 2014 | Dec. 31, 2013 | |
Affiliated Entity [Member] | Affiliated Entity [Member] | Affiliated Entity [Member] | Extended Expiration Period [Member] | Fair Value, Measurements, Recurring [Member] | Fair Value, Measurements, Recurring [Member] | ||||
Affiliated Entity [Member] | Fair Value, Inputs, Level 2 [Member] | Fair Value, Inputs, Level 2 [Member] | |||||||
Class of Warrant or Right [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Capital units, authorized | 110,000,000 | ' | ' | ' | ' | ' | ' | ' | ' |
Common stock, shares authorized | 100,000,000 | ' | 100,000,000 | ' | ' | ' | ' | ' | ' |
Preferred stock, shares authorized | 10,000,000 | ' | ' | ' | ' | ' | ' | ' | ' |
Common stock warrants, current | $157,320 | ' | $313,425 | ' | ' | ' | ' | $157,320 | $313,425 |
Change in fair value of common stock warrants | 156,105 | -974,199 | ' | ' | ' | ' | ' | ' | ' |
Service agreement term | ' | ' | ' | '3 years | ' | ' | ' | ' | ' |
Warrants to purchase common stock | ' | ' | ' | 250,000 | 718,954 | ' | 238,000 | ' | ' |
Exercise price of warrants to purchase common stock | ' | ' | ' | 3.29 | 3.519 | ' | 3.06 | ' | ' |
Warrants contractrual term (in years) | ' | ' | ' | '2 years | '4 years | ' | ' | ' | ' |
Commitment to invest | ' | ' | ' | ' | ' | 8,000,000 | ' | ' | ' |
Warrants to purchase percentage of acquired shares | ' | ' | ' | ' | ' | 40.00% | ' | ' | ' |
Proceeds from issuance of warrants and options | ' | ' | ' | ' | $5,500,000 | ' | ' | ' | ' |
Common stock, shares issued | 53,335,296 | ' | 53,108,844 | ' | 1,797,386 | ' | ' | ' | ' |
Per_Share_Data_Details
Per Share Data (Details) (USD $) | 3 Months Ended | |
Mar. 31, 2014 | Mar. 31, 2013 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ' | ' |
Net income (loss) | ($3,381,859) | ($4,875,819) |
Weighted average shares outstanding: basic and diluted | 53,252,155 | 51,714,146 |
Earnings (loss) per share: basic and diluted | ($0.06) | ($0.09) |
Stock Option [Member] | ' | ' |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ' | ' |
Weighted average number | 2,239,793 | 2,905,674 |
Stock Appreciation Rights (SARs) [Member] | ' | ' |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ' | ' |
Weighted average number | 402,618 | 450,810 |
Restricted Stock Units (RSUs) [Member] | ' | ' |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ' | ' |
Weighted average number | 1,295,189 | 1,014,075 |
Warrants [Member] | ' | ' |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ' | ' |
Weighted average number | 1,216,226 | 2,194,976 |
Fair_Value_Measurements_Detail
Fair Value Measurements (Details) (USD $) | Mar. 31, 2014 | Dec. 31, 2013 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' |
Common stock warrants, current | $157,320 | $313,425 |
Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 2 [Member] | ' | ' |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' |
Common stock warrants, current | 157,320 | 313,425 |
Term loan | $3,500,000 | $4,000,000 |
Related_Party_Transactions_Det
Related Party Transactions (Details) (USD $) | 3 Months Ended | |
Mar. 31, 2014 | Mar. 31, 2013 | |
Affiliated Entity [Member] | ' | ' |
Related Party Transaction [Line Items] | ' | ' |
Free rent period | '5 months | ' |
Monthly rental payments first five years | $60,000 | ' |
Monthly rental payments after five years | 63,000 | ' |
Rent period after first five years | '2 years | ' |
Member of Board of Directors | ' | ' |
Related Party Transaction [Line Items] | ' | ' |
Legal fees | 459,000 | 429,000 |
Accounts payable to related party | $147,000 | ' |
Inventory_Details
Inventory (Details) (USD $) | 3 Months Ended | |
Mar. 31, 2014 | Dec. 31, 2013 | |
Inventory [Line Items] | ' | ' |
Work in process | $17,075,545 | $14,363,151 |
Finished goods | 0 | 6,152,198 |
Inventory | 17,075,545 | 20,515,349 |
Inventory write-downs | $462,177 | ' |
BARDA Contract | ' | ' |
Inventory [Line Items] | ' | ' |
Number of courses delivered and accepted | 388,000 | ' |
Property_Plant_and_Equipment_D
Property, Plant and Equipment (Details) (USD $) | 3 Months Ended | ||
Mar. 31, 2014 | Mar. 31, 2013 | Dec. 31, 2013 | |
Property, Plant and Equipment [Abstract] | ' | ' | ' |
Laboratory equipment, gross | $0 | ' | $2,473,428 |
Leasehold improvements, gross | 3,170,596 | ' | 3,166,622 |
Computer equipment, gross | 658,072 | ' | 655,364 |
Furniture and fixtures, gross | 495,671 | ' | 488,168 |
Property, plant and equipment, gross | 4,324,339 | ' | 6,783,582 |
Accumulated depreciation, depletion and amortization, property, plant, and equipment | -3,239,689 | ' | -5,401,509 |
Property, plant and equipment, net | 1,084,650 | ' | 1,382,073 |
Depreciation and other amortization | 91,106 | 98,134 | ' |
Assets held-for-sale, at carrying value | $220,501 | ' | ' |
Accrued_Expenses_and_Other_Cur2
Accrued Expenses and Other Current Liabilities (Details) (USD $) | Mar. 31, 2014 | Dec. 31, 2013 |
Payables and Accruals [Abstract] | ' | ' |
Loss contingency | $2,671,414 | $2,635,270 |
Bonus | 401,250 | 0 |
Professional fees | 849,207 | 794,275 |
Vacation | 278,428 | 252,410 |
Other | 460,448 | 1,160,438 |
Total | $4,660,747 | $4,842,393 |
Income_Taxes_Details
Income Taxes (Details) (USD $) | 3 Months Ended | ||
Mar. 31, 2014 | Mar. 31, 2013 | Dec. 31, 2013 | |
Income Tax Disclosure [Abstract] | ' | ' | ' |
Deferred tax assets, net of valuation allowance | $55,900,000 | ' | $53,300,000 |
Deferred tax assets, valuation allowance | 4,300,000 | ' | 4,400,000 |
Benefit from income taxes | ($2,241,295) | ($2,278,442) | ' |
Restructuring_charges_Details
Restructuring charges (Details) (USD $) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2014 | Dec. 31, 2013 | |
Restructuring Charges [Abstract] | ' | ' |
Restructuring and related cost, expected expense reduction | $6,000,000 | ' |
Restructuring charges | ' | 512,944 |
Accrued severance charges | 4,875 | 118,230 |
Severance costs | 0 | ' |
Payments for restructuring | ($113,355) | ' |
Commitments_and_Contingencies_
Commitments and Contingencies (Details) (License Agreement litigation, Pending litigation, USD $) | 1 Months Ended | ||
In Millions, unless otherwise specified | Sep. 30, 2011 | Mar. 31, 2014 | 31-May-12 |
Loss Contingencies [Line Items] | ' | ' | ' |
Percentage of net profits from sales after net profit threshold | ' | 50.00% | ' |
Net profit threshold | ' | $40 | ' |
Equitable payment stream following first commercial sale, duration | '10 years | ' | ' |
Percentage of litigation costs awarded | 33.00% | ' | ' |
Plaintiff attorneys' fee and expenses | ' | ' | 2.4 |
Accrued liabilities | ' | ' | ' |
Loss Contingencies [Line Items] | ' | ' | ' |
Accrued liabilities, current | ' | 2.7 | ' |
Surety bond | Other assets | ' | ' | ' |
Loss Contingencies [Line Items] | ' | ' | ' |
Payment to post collateral for surety bond | ' | $1.30 | ' |