Document and Entity Information
Document and Entity Information Document - shares | 6 Months Ended | |
Jun. 30, 2016 | Jul. 30, 2016 | |
Document Information [Line Items] | ||
Entity Registrant Name | SIGA TECHNOLOGIES INC | |
Entity Central Index Key | 1,010,086 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Accelerated Filer | |
Trading Symbol | SIGAQ | |
Document Type | 10-Q | |
Document Period End Date | Jun. 30, 2016 | |
Document Fiscal Year Focus | 2,016 | |
Document Fiscal Period Focus | Q2 | |
Amendment Flag | false | |
Entity Common Stock, Shares Outstanding | 53,874,294 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) - USD ($) | Jun. 30, 2016 | Dec. 31, 2015 |
ASSETS | ||
Cash and cash equivalents | $ 78,022,356 | $ 112,711,028 |
Accounts receivable | 34,488,734 | 3,676,730 |
Inventory | 28,931,893 | 12,447,088 |
Prepaid expense and other assets, current | 2,124,292 | 623,983 |
Total current assets | 143,567,275 | 129,458,829 |
Property, plant and equipment, net | 372,779 | 449,825 |
Deferred costs | 56,188,604 | 52,936,428 |
Goodwill | 898,334 | 898,334 |
Other assets | 641,564 | 1,989,520 |
Total assets | 201,668,556 | 185,732,936 |
LIABILITIES AND STOCKHOLDERS' EQUITY | ||
Accounts payable | 9,916,911 | 3,944,476 |
Accrued expenses and other current liabilities | 3,310,723 | 3,388,608 |
Loss Contingency, Accrual, Current | 203,654,855 | 0 |
Total current liabilities | 216,882,489 | 7,333,084 |
Deferred revenue | 288,293,407 | 255,258,371 |
Deferred income tax liability | 277,088 | 265,643 |
Other liabilities | 290,104 | 332,218 |
Liabilities subject to compromise | 0 | 206,972,170 |
Total liabilities | 505,743,088 | 470,161,486 |
Stockholders' equity | ||
Common stock ($.0001 par value, 100,000,000 shares authorized, 53,843,044 and 53,504,296 issued and outstanding at June 30, 2015, and December 31, 2014, respectively | 5,411 | 5,411 |
Additional paid-in capital | 177,376,807 | 177,008,371 |
Accumulated deficit | (481,456,750) | (461,442,332) |
Total stockholders' equity | (304,074,532) | (284,428,550) |
Total liabilities and stockholders' equity | $ 201,668,556 | $ 185,732,936 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parentheticals) - $ / shares | Jun. 30, 2016 | Apr. 12, 2016 | Dec. 31, 2015 |
Balance Sheet Parenthetical [Abstract] | |||
Common stock, par value | $ 0.0001 | $ 0.0001 | |
Common stock, shares authorized | 100,000,000 | 600,000,000 | 100,000,000 |
Common stock, shares issued | 53,843,044 | 54,114,296 | |
Common stock, shares outstanding | 53,843,044 | 54,114,296 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME/LOSS (Unaudited) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Revenues | ||||
Research and development | $ 1,901,314 | $ 1,467,460 | $ 3,171,047 | $ 2,659,551 |
Operating expenses | ||||
Selling, general and administrative | 3,738,709 | 2,592,285 | 6,394,940 | 5,670,272 |
Research and development | 2,948,391 | 2,959,070 | 5,484,403 | 5,766,492 |
Patent preparation fees | 239,690 | 235,334 | 459,405 | 568,438 |
PharmAthene liability interest | 4,259,451 | 13,441 | 7,176,637 | 26,735 |
Total operating expenses | 11,186,241 | 5,800,130 | 19,515,385 | 12,031,937 |
Operating loss | (9,284,927) | (4,332,670) | (16,344,338) | (9,372,386) |
Non-cash interest expense | (10,214) | (13,315) | (10,214) | (266,726) |
Other income, net | 58,489 | 10,877 | 69,800 | 16,341 |
Reorganization items, net | (327,729) | (2,149,981) | (3,716,902) | (3,931,806) |
Loss before income taxes | (9,564,381) | (6,485,089) | (20,001,654) | (13,554,577) |
Benefit from (provision for) income taxes | (1,470) | (88,348) | (12,764) | (172,179) |
Net and comprehensive income (loss) | $ (9,565,851) | $ (6,573,437) | $ (20,014,418) | $ (13,726,756) |
Earnings (loss) per share: basic and diluted | $ (0.18) | $ (0.12) | $ (0.37) | $ (0.26) |
Weighted average shares outstanding: basic and diluted | 54,216,604 | 53,589,268 | 54,165,450 | 53,547,017 |
CONDENSED CONSOLIDATED STATEME5
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($) | 6 Months Ended | |
Jun. 30, 2016 | Jun. 30, 2015 | |
Cash flows from operating activities: | ||
Net income (loss) | $ (20,014,418) | $ (13,726,756) |
Adjustments to reconcile net income (loss) to net cash used in operating activities | ||
Depreciation and other amortization | 88,044 | 146,854 |
Stock-based compensation | 368,436 | 873,023 |
Write-off of leasehold improvements | 0 | 238,501 |
Non-cash interest expense | 0 | 10,052 |
Changes in assets and liabilities: | ||
Accounts receivable | (30,812,004) | (277,582) |
Inventory | (16,484,805) | 10,273,989 |
Deferred costs | (3,252,176) | (13,098,787) |
Prepaid expenses and other current assets | (1,500,309) | (299,881) |
Other assets | 1,347,956 | 0 |
Deferred income taxes, net | 11,445 | 9,627 |
Accounts payable, accrued expenses and other current liabilities | 5,894,550 | 2,553,407 |
Increase/decrease in PharmAthene liability | 203,654,855 | 0 |
Liabilities subject to compromise | (206,972,170) | (206,396,829) |
Deferred revenue | 33,035,036 | 233,658,167 |
Other liabilities | (42,114) | (33,764) |
Net cash provided by (used in) operating activities | (34,677,674) | 13,930,021 |
Cash flows from investing activities: | ||
Capital expenditures | (10,998) | 0 |
Restricted Cash | 0 | 4,000,000 |
Net cash (used in) provided by investing activities | (10,998) | 4,000,000 |
Cash flows from financing activities: | ||
Net proceeds from exercise of warrants and options | 0 | 12,200 |
Repayments of long-term debt | 0 | (2,000,000) |
Net cash provided by financing activities | 0 | (1,987,800) |
Net increase (decrease) in cash and cash equivalents | (34,688,672) | 15,942,221 |
Cash and cash equivalents at beginning of period | 112,711,028 | 99,713,929 |
Cash and cash equivalents at end of period | $ 78,022,356 | $ 115,656,150 |
Interim Condensed Consolidated
Interim Condensed Consolidated Financial Statements | 6 Months Ended |
Jun. 30, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization, Consolidation and Presentation of Financial Statements Disclosure | 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, 2015, included in the 2015 Annual Report on Form 10-K. All terms used but not defined elsewhere herein have the meaning ascribed to them in the Company’s 2015 Annual Report on Form 10-K filed on March 4, 2016. 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 2015 year-end condensed 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 and six months ended June 30, 2016 are not necessarily indicative of the results expected for the full year. Our lead product is TPOXX™, also known as tecovirimat or ST-246. In the Notes to the financial statements, our lead product is referred to as TPOXX™. Background of Chapter 11 Case On September 16, 2014 (the “Petition Date”), the Company filed a voluntary petition for relief under chapter 11 of Title 11 of the United States Code (the “Bankruptcy Code”) in the United States Bankruptcy Court for the Southern District of New York (the “Bankruptcy Court”) chapter 11 Case Number 14-12623 (SHL). The Company operated its business as a “debtor-in-possession” until its emergence from chapter 11 of the Bankruptcy Code. The Company emerged from chapter 11 of the Bankruptcy Code on April 12, 2016. The Company did not apply the provision of fresh start accounting as ownership of existing shares of the Company's common stock remained unaltered by the Third Amended Chapter 11 Plan. The Company commenced the chapter 11 case to preserve and to ensure its ability to satisfy its commitments under the BARDA Contract (as defined in Note 3 to the financial statements) and to preserve its operations, which likely would have been jeopardized by the enforcement of a judgment stemming from the litigation with PharmAthene, Inc. ( “ PharmAthene”) (see “ PharmAthene Litigation” below). While operating as a debtor-in-possession under chapter 11, the Company pursued an appeal of the Delaware Court of Chancery Final Order and Judgment, without having to post a bond. Plan of Reorganization On April 7, 2016, the Company filed its Third Amended Chapter 11 Plan (the "Plan"), which was supported by the official committee of unsecured creditors appointed in the Company's chapter 11 case (the "UCC"). The Plan, as more fully described below, addresses, among other things, how the Company will treat and satisfy its liabilities relating to the period prior to the commencement of its chapter 11 case, including all claims held by PharmAthene. On April 8, 2016, the Bankruptcy Court confirmed the Plan and on April 12, 2016, the Plan became effective (the "Effective Date of the Plan"). The Plan provides for, among other things: • Prepetition unsecured claims (other than PharmAthene’s claim) will be paid in cash in full. As of June 30, 2016, the Company has paid $785,000 of prepetition unsecured claims. Remaining unpaid prepetition unsecured claims, other than those related to the PharmAthene claim, are $19,000 (no payments were made in July). • As of the Effective Date of the Plan, ownership of existing shares of the Company’s common stock remained unaltered by the Plan; however, existing shares are subject to potential future cancellation (without receipt of any consideration) in the event that PharmAthene’s claim is satisfied though the issuance of newly-issued shares of Company stock (option (ii) described in the bullet below). • As of the Effective Date of the Plan, the Company paid $5 million to PharmAthene, to be applied to payments to be made under option (i) set forth below, and otherwise nonrefundable. • The Company can treat PharmAthene’s claim under the Plan by one of three options: option (i) payment in full in cash of the Company’s obligation under the Delaware Court of Chancery Final Order and Judgment, which is estimated to be approximately $204 million as of June 30, 2016, by a date certain as specified in the Plan (currently October 19, 2016); or option (ii) delivery to PharmAthene of 100% of newly-issued stock of the Company, with all existing shares of the Company’s common stock being cancelled with no distribution to existing stockholders on account thereof; or option (iii) such other treatment as is mutually agreed upon by the Company and PharmAthene. On July 8, 2016, pursuant to the Plan, the Company notified PharmAthene (the “Notification”) of its intention to satisfy PharmAthene’s claim by option (i), payment in full in cash. As part of the Notification, the Company paid PharmAthene $20 million , which is to be applied to payments to be made under option (i) set forth above, and otherwise nonrefundable. As a consequence of the Notification and the payment of $20 million to PharmAthene, the Company has until October 19, 2016 (“Final Treatment Date”) to treat the PharmAthene Claim under the Plan. Pursuant to the terms of the Plan, the Notification does not preclude treatment of the PharmAthene claim by option (ii) or option (iii) set forth above. Additionally, on July 20, 2016, a joint motion was filed by the Company and PharmAthene with the Bankruptcy Court in which the Company and PharmAthene jointly propose to further extend the Final Treatment Date to November 30, 2016, provided that the Company makes a $100 million payment to PharmAthene by October 19, 2016. The $100 million payment would be applied to payments to be made under option (i), and otherwise non-refundable. A Bankruptcy Court hearing for this motion is scheduled for August 15, 2016. In addition, the Plan requires the Company to comply with certain affirmative and negative covenants from the Effective Date of the Plan until the covenants are terminated as provided under the Plan, and if the Company breaches any covenant, PharmAthene is entitled to exercise certain remedies provided in the Plan. In summary, the covenants: • restrict, limit or prohibit a broad range of potential financial, investment, strategic, and operational transactions, and actions; and • restrict many types of liens, asset transfers, dividends or indebtedness (unless resulting in full payment of the PharmAthene claim), limit expenditures (including SG&A and R&D expenses) and investments, require maintenance of insurance and intellectual property, restrict certain types of new contracts or changes/terminations to existing contracts, limit a range of employee-related transactions or actions, restrict certain types of tax changes, limit transactions with affiliates and require maintenance of the Company’s business, in particular with respect to its obligations under the BARDA Contract. The Company does not expect ordinary course activities to be materially impacted by the covenants contained in the Plan, and the Company does not expect the covenants to have a material impact on the ultimate treatment of the PharmAthene claim. The Plan further provides that an event of default with respect to a covenant contained in the Plan can occur if: • the Company provides PharmAthene with notice that an event of default has occurred and is continuing; or • the Bankruptcy Court makes a determination that an event of default has occurred and is continuing. If an event of default occurs due to a breach of a covenant contained in the Plan, the remedies provided for in the Plan are: • the Company would be required to deposit all cash on hand in excess of $50 million in a collateral account for the benefit of PharmAthene; • liens on Company assets would be granted to unsecured creditors to secure any remaining payments to be made to creditors under the Plan; • a monitor would be appointed by PharmAthene, and stationed at the Company, to approve any payments made by the Company; and • the Company’s Board of Directors would be reconstituted, with a majority of directors appointed by PharmAthene. Liabilities Subject to Compromise Upon emergence from chapter 11 of the Bankruptcy Code, the Company substantially paid all of its Liabilities Subject to Compromise (prepetition liabilities), except for those liabilities related to the PharmAthene claim. The PharmAthene claim has been reclassified from Liabilities Subject to Compromise (non-current liability) to PharmAthene liability (current liability). The amounts recorded as Liabilities Subject to Compromise represented amounts expected to be allowed in the Company’s chapter 11 case, even if they may be settled for lesser amounts. Such liabilities were reported at the Company's current estimate, where an estimate was determinable, of the allowed claim amount, even though they may have been settled for lesser amounts. As of December 31, 2015 Liabilities Subject to Compromise consisted of the following: December 31, 2015 Accounts payable - pre-petition 834,219 Accrual- PharmAthene Litigation 205,400,068 (1 ) Other accrued expenses - pre-petition 737,883 Total $ 206,972,170 (1) Includes a $3.2 million accrual at December 31, 2015 for reimbursement of PharmAthene attorney's fees and expert fees, against which there is a $2.7 million surety bond that has cash collaterization of $1.3 million . PharmAthene Litigation On August 8, 2014, the Delaware Court of Chancery issued its Remand Opinion and related order in the litigation initiated against the Company in 2006 by PharmAthene. In the Remand Opinion, the Court of Chancery determined, among other things, that PharmAthene is entitled to a lump sum damages award for its lost profits related to TPOXX™, with interest and fees, based on United States government purchases of the Company's smallpox drug allegedly anticipated as of December 2006. On January 15, 2015, the Delaware Court of Chancery entered its Final Order and Judgment awarding PharmAthene approximately $195 million , including pre-judgment interest up to January 15, 2015 (the “Outstanding Judgment”). On January 16, 2015, the Company filed a notice of appeal of the Outstanding Judgment with the Delaware Supreme Court. On October 7, 2015, the Delaware Supreme Court heard oral argument, en banc. On December 23, 2015 the Delaware Supreme Court affirmed the Outstanding Judgment (the “Delaware Supreme Court Affirmation”). As of June 30, 2016 , the accrued obligation under the Delaware Court of Chancery Final Order and Judgment, including post-judgment and Plan-specified interest, is estimated to be approximately $204 million . The Outstanding Judgment award will be satisfied in accordance with the Plan as described above. Going Concern The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern and contemplate the realization of assets and the satisfaction of liabilities in the normal course of business. The Company’s ability to continue as a going concern is impacted by the Delaware Supreme Court Affirmation, as well as by the uncertainty attendant to the exact manner in which PharmAthene's claim will be treated under the Plan. As of June 30, 2016 , the accrued obligation under the Delaware Court of Chancery Final Order and Judgment, including post-judgment and Plan-specified interest, is estimated to be approximately $204 million . In addition, as of June 30, 2016 , the Company has a net capital deficiency of $304 million . These factors raise substantial doubt about the Company’s ability to continue as a going concern. As such, the realization of assets and the satisfaction of liabilities are subject to uncertainties. The accompanying financial statements do not include any adjustments related to the recoverability and classification of assets or the amounts and classification of liabilities or any other adjustments that might be necessary should the Company be unable to continue as a going concern. Other Matters On the Effective Date of the Plan in accordance with the Plan, the Company filed an amended and restated certificate of incorporation (the “Amended and Restated Certificate of Incorporation”). The Amended and Restated Certificate of Incorporation contains certain amendments to the Company’s certificate of incorporation, including an increase in the number of shares of common stock the Company has authority to issue. Under the Amended and Restated Certificate of Incorporation, the Company has authority to issue up to 600,000,000 shares of common stock. On September 16, 2014, the Company received a letter from the NASDAQ Stock Market LLC asserting that, based on the Company’s chapter 11 filing, the Company no longer met the continuing listing requirements necessary to maintain its listing on the NASDAQ Stock Market and would be promptly delisted. On March 18, 2015, after the expiration of an extension of time granted pursuant to a Company appeal, the Company received a letter from the NASDAQ hearings panel stating that the Company's securities would be delisted from the NASDAQ Stock Market. On March 20, 2015, the Company's common shares were suspended from trading on the NASDAQ Global Market at the opening of business and the Company's shares began trading on the OTC Markets under the "SIGAQ" symbol. Following the Effective Date of the Plan, on April 18, 2016, the trading of the Company's shares on the OTC Markets moved from the "SIGAQ" symbol to the "SIGA" symbol. |
Liabilities Subject to Compromi
Liabilities Subject to Compromise (Notes) | 6 Months Ended |
Jun. 30, 2016 | |
Liabilities Subject to Compromise [Abstract] | |
Liabilities subject to compromise | 2. Reorganization Items, net: Reorganization items reflect expenses in connection with the chapter 11 case. For the three and six months ended June 30, 2016 and 2015 , reorganization items consisted of expenses through the Effective Date of the Plan: Three months ended Six Months Ended 2016 2015 2016 2015 Legal fees $ 273,436 $ 1,628,603 $ 1,951,381 $ 2,830,395 Professional fees 34,293 505,243 1,732,521 1,069,739 Trustee fees 20,000 13,000 33,000 26,000 Other — 3,135 — 5,672 Totals 327,729 2,149,981 3,716,902 3,931,806 |
Procurement Contract and Resear
Procurement Contract and Research Agreements | 6 Months Ended |
Jun. 30, 2016 | |
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 the U.S. Biomedical Advanced Research and Development Authority ("BARDA") pursuant to which SIGA agreed to deliver two million courses of TPOXX™ to the U.S. Strategic National Stockpile (“Strategic Stockpile”). The contract with BARDA (as modified, the "BARDA Contract") is worth approximately $470 million , including $409.8 million for manufacture and delivery of 1.7 million courses of TPOXX™ and $60 million of potential reimbursements related to development and supportive activities (the “Base Contract”). Under the Base Contract, BARDA has agreed to buy from the Company 1.7 million courses of TPOXX™. Additionally, the Company expects to contribute to BARDA 300,000 courses at no additional cost to BARDA. On June 28, 2016, the Company entered into a modification of the BARDA Contract (the "BARDA Contract Modification"). The total value of the BARDA Contract is unchanged. Pursuant to the BARDA Contract Modification: • The payment for the manufacture and delivery of 1.7 million courses of TPOXX™ increased by $61.5 million . This was accomplished by reducing the holdback amount that is tied to the United States Food & Drug Administration (the "FDA") approval of TPOXX™ from $102.5 million to $41 million . On June 29, 2016, the Company invoiced BARDA $32.6 million in connection with the BARDA Contract Modification for courses previously delivered to the Strategic Stockpile. The Company received payment in July 2016. • The requirements for the $20.5 million milestone changed. For payment, this milestone now requires the Company to submit documentation to BARDA indicating that data covering the first 100 subjects enrolled in the phase III pivotal safety study have been submitted to and reviewed by a Data & Safety Monitoring Board ("DSMB") and that such DSMB has recommended continuation of the safety study, as well as submission of the final pivotal rabbit efficacy study report to the FDA. Previously, this milestone required the successful submission to the FDA of a complete application for TPOXX™ regulatory approval. On August 2, 2016, the Company invoiced BARDA $20.5 million for meeting the milestone. As of June 30, 2016, the Company has received $249.2 million under the Base Contract related to the manufacture and physical delivery of courses of TPOXX™. Included in this amount are a $41 million advance payment in 2011 for the completion of certain planning and preparatory activities related to the Base Contract, a $12.3 million milestone payment in 2012 for the completion of the product labeling strategy for TPOXX™, an $8.2 million milestone payment in 2013 for the completion of the commercial validation campaign for TPOXX™, and $187.7 million of payments for physical deliveries of TPOXX™ to the Strategic Stockpile beginning in 2013. As of June 30, 2016, the Company is eligible to receive an additional $160.6 million under the Base Contract for the manufacture, delivery and purchase by BARDA of courses of TPOXX™. Included in this amount are: $99.2 million of payments related to physical deliveries of TPOXX™ to the Strategic Stockpile; a $20.5 million milestone payment for documentation indicating that data covering the first 100 subjects enrolled in the expanded human clinical safety trial have been submitted to and reviewed by a DSMB and that such DSMB has recommended continuation of the safety study, as well as submission of the final pivotal rabbit efficacy study report to the FDA; and a $41.0 million hold back payment, which represents an approximate 10% hold back on the $409.8 million of total payments tied to the manufacture and delivery of 1.7 million courses of TPOXX™ that are to be purchased by BARDA. The $41.0 million hold back payment would be triggered by FDA approval of TPOXX™, as long as the Company does not have a continuing product replacement obligation to BARDA. In July 2016, the Company received $32.6 million of payments related to product deliveries previously made to the Strategic Stockpile (see paragraph above regarding the BARDA Modification). Separately, the Company invoiced BARDA $21.3 million in July 2016 for the product delivery of 126,000 courses of TPOXX™ in July 2016. On August 2, 2016, the Company invoiced BARDA $20.5 million for meeting the milestone described above. With regard to future product deliveries, between August 2016 and first quarter 2017, the Company expects to deliver and invoice for approximately 269,000 courses of TPOXX™ in order to receive the remaining payments tied to the physical delivery of TPOXX™ to the Strategic Stockpile. In total, the Company expects to deliver approximately 845,000 courses of TPOXX™ between August, 2016 and late 2017 in order to fulfill the delivery requirements of the BARDA Contract. Courses to be delivered are expected to be at a dosage of 600 mg administered twice per day (1,200 mg per day), and 269,000 courses are expected to be invoiced and 576,000 courses are expected to be at no additional cost to BARDA. Most of the “no additional cost to BARDA” courses are attributable to a change in TPOXX™ dosage (see paragraph below). Starting in 2015, product deliveries of TPOXX™ have been at a provisional dosage of 600 mg administered twice per day (1,200 mg per day). This is a change from the provisional dosage that was in effect when product deliveries were made in 2013 and 2014 (600 mg per day). In 2013 and 2014, the provisional dosage of courses delivered to the Strategic Stockpile was 600 mg administered once a day. The change in the provisional dosage is based on FDA guidance received by the Company in 2014, subsequent to the delivery of 1.3 million courses of TPOXX™. Based on the current provisional dosage of 600 mg administered twice per day (1,200 mg per day), the Company expects to supplement previously delivered courses of TPOXX™, at no additional cost to BARDA, with additional dosages so that all of the courses previously delivered to BARDA will be at the new provisional dosage. The Company and BARDA agreed to an amendment (the “BARDA Amendment”) of the BARDA Contract to reflect the foregoing, which modification was approved by the Bankruptcy Court in April 2015. In February 2016, the FDA confirmed (through dose concurrence) its earlier dosage guidance of 600 mg administered twice per day (1,200 mg per day). The Company expects to incur significant incremental costs with the production of additional dosage. In addition to the Base Contract, the BARDA Contract also separately contains $122.7 million of options that, if exercised by BARDA: would result in a $50 million payment to the Company in the event of FDA approval for extension to 84-month expiry for TPOXX™ (from 38 month expiry as required in the Base Contract); would fund up to $58.3 million of development and supportive activities such as work on a smallpox prophylaxis indication for TPOXX™; and/or would fund $14.4 million of production-related activities related to warm-base manufacturing. In 2015, BARDA exercised two options related to extending the indication of the drug to the geriatric and pediatric populations. The stated value of these exercises was minimal. BARDA may not exercise additional options in the future. Options are exercisable by BARDA at its sole discretion. BARDA has indicated that it will evaluate, after the FDA’s review and evaluation of stability data, the Company's request that BARDA exercise the option for the $50 million payment to the Company in the event of FDA approval of 84-month expiry for TPOXX™. The BARDA Contract expires in September 2020. 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 TPOXX™, 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 including the supplementing of courses previously delivered 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 June 30, 2016 and December 31, 2015 , deferred direct costs under the BARDA Contract of approximately $56.2 million and $52.5 million , respectively, are included in deferred costs on the consolidated balance sheets. As of June 30, 2016 , the Company recorded $288.3 million of deferred revenue. Deferred revenue has been recorded for the delivery of courses of TPOXX™ to the Strategic Stockpile and certain supportive services provided as part of the BARDA Contract. For the three and six months ended June 30, 2016 , revenue from reimbursed research and development was $1.2 million and $2.1 million , respectively. 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 one grant with varying expiration dates through February 2018 that provide for potential future aggregate research and development funding for specific projects of approximately $6.3 million . We may not utilize all available funds under the contract and/or grant. 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 grant 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) | 6 Months Ended |
Jun. 30, 2016 | |
Equity [Abstract] | |
Stockholders' Equity Note Disclosure [Text Block] | At June 30, 2016 and December 31, 2015 , there were no liability classified warrants outstanding. On April 30, 2013, the Company entered into a Services Agreement with M&F, a related party, for certain professional and administrative services. The Services Agreement had a term of three years. As consideration for the Services Agreement, the Company issued warrants to M&F to acquire 250,000 shares of common stock at an exercise price of $3.29 per share. The warrants were fully vested, immediately exercisable and remained exercisable for two years from issuance date. The grant-date fair value, determined using the Black-Scholes model, was recorded as an asset with a corresponding increase to equity. The asset was amortized over the contractual term of the warrant. On April 30, 2015, the warrants expired. For the three months ended June 30, 2016 and 2015 , the Company recorded an expense of $0 and $11,365 , respectively. |
Per Share Data (Notes)
Per Share Data (Notes) | 6 Months Ended |
Jun. 30, 2016 | |
Earnings Per Share [Abstract] | |
Per Share Data | Per Share Data The Company incurred losses for the three and six months ended June 30, 2016 and 2015 and as a result, equity instruments are excluded from the calculation of diluted 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 June 30, Six months ended June 30, 2016 2015 2016 2015 Stock Options 1,764,374 2,094,125 1,825,181 2,102,798 Stock-Settled Stock Appreciation Rights 360,031 370,094 360,173 371,018 Restricted Stock Units 587,115 (1) 1,061,347 (2 ) 611,895 1,130,673 Warrants — 82,418 — 165,746 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. (1) Includes 313,337 restricted stock units that have vested but have not converted into common stock. (2) Included 240,000 restricted stock units that vested but had not converted into common stock. |
Fair Value Measurements (Notes)
Fair Value Measurements (Notes) | 6 Months Ended |
Jun. 30, 2016 | |
Fair Value Measurements [Abstract] | |
Fair Value Disclosures | Fair Value of Financial Instruments The carrying value of cash and cash equivalents, accounts receivable, accounts payable and accrued expenses approximates fair value due to the relatively short maturity of these instruments. 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. As of June 30, 2016 , the Company did not hold level 2 and level 3 securities. |
Related Party Transactions
Related Party Transactions | 6 Months Ended |
Jun. 30, 2016 | |
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 for the first five years 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. The Company had a Services Agreement with M&F and a warrant agreement with M&F. Refer to Note 4 to the financial statements for additional information. A member of the Company’s Board of Directors is a member of the Company’s outside counsel. During the three months ended June 30, 2016 , and 2015 , the Company incurred costs of $249,000 , and $170,000 , respectively, related to services provided by the outside counsel. During the six months ended June 30, 2016 and 2015 , the Company incurred costs of $561,000 and $373,000 , respectively. On June 30, 2016 , the Company’s outstanding payables included 345,000 payable to the outside counsel. |
Inventory
Inventory | 6 Months Ended |
Jun. 30, 2016 | |
Inventory Disclosure [Abstract] | |
Inventory | Inventory The value of inventory represents the costs incurred to manufacture TPOXX™ under the BARDA Contract. Additional costs incurred to complete production of courses of TPOXX™ 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 June 30, 2016 , and December 31, 2015 : June 30, 2016 December 31, 2015 Finished goods $ 6,268,570 $ — Work in-process $ 22,663,323 $ 12,447,088 Inventory $ 28,931,893 $ 12,447,088 |
Accrued Expenses and Other Curr
Accrued Expenses and Other Current Liabilities | 6 Months Ended |
Jun. 30, 2016 | |
Payables and Accruals [Abstract] | |
Accrued Expenses and Other Current Liabilities | Accrued Expenses Accrued expenses and other current liabilities consisted of the following at June 30, 2016 and December 31, 2015 : June 30, 2016 December 31, 2015 Bonus $ 466,630 $ 580,801 Professional fees 1,660,121 597,721 Vacation 267,319 227,863 Income taxes payable — 389,443 Reorganization expenses (through the Effective Date of the Plan) 43,634 842,922 Other (including service vendors) 873,019 749,858 Accrued expenses and other current liabilities $ 3,310,723 $ 3,388,608 |
Property, Plant and Equipment
Property, Plant and Equipment | 6 Months Ended |
Jun. 30, 2016 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment | Property, Plant and Equipment Property, plant and equipment consisted of the following at June 30, 2016 and December 31, 2015 : June 30, 2016 December 31, 2015 Leasehold improvements $ 2,542,043 $ 2,542,044 Computer equipment 762,977 754,502 Furniture and fixtures 455,220 452,696 3,760,240 3,749,242 Less - accumulated depreciation (3,387,461 ) (3,299,417 ) Property, plant and equipment, net $ 372,779 $ 449,825 Depreciation and amortization expense on property, plant, and equipment was $43,592 and $68,076 for the three months ended June 30, 2016 and 2015 , respectively, and was $88,044 and $146,854 for the six months ended June 30, 2016 and 2015 , respectively. |
Income Taxes
Income Taxes | 6 Months Ended |
Jun. 30, 2016 | |
Income Tax Disclosure [Abstract] | |
Income Tax | Income Taxes Accounting Standards Codification (“ASC”) 740, Income Taxes requires that a valuation allowance be established when it is "more likely than not" that all or a portion of deferred tax assets will not be realized. A review of all available positive and negative evidence needs to be considered, including company's performance, the market environment in which the company operates, the utilization of past tax credits, length of carryback and carryforward periods, existing contracts, and unsettled circumstances that, if unfavorably resolved, would adversely affect future operations and profit levels in the future years. Based on the available evidence, the Company continues to conclude that its deferred tax assets are not realizable on a more-likely-than-not basis. For the three and six months ended June 30, 2016 , the Company recorded an income tax provision of $1,500 and $13,000 , respectively, on a pre-tax loss of $9.6 million and $20.0 million , respectively. The effective tax rate differs from the statutory rate as no income tax benefit was recorded for current year operating losses due to the Company’s assessment regarding tax realizability of its deferred tax asset . |
Recently Issued Accounting Stan
Recently Issued Accounting Standards (Notes) | 6 Months Ended |
Jun. 30, 2016 | |
Recent Accounting Pronouncements [Abstract] | |
New Accounting Pronouncements and Changes in Accounting Principles [Text Block] | Recent Accounting Pronouncements In March 2016, the FASB amended the existing accounting standards for stock-based compensation, Accounting Standards Update (“ASU”) 2016-09, Compensation-Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting. The amendments impact several aspects of accounting for share-based payment transactions, including the income tax consequences, forfeitures, classification of awards as either equity or liabilities, and classification on the statement of cash flows. The Company is required to adopt the amendments in the first quarter of 2017, with early adoption permitted. If early adoption is elected, all amendments must be adopted in the same period. The manner of application varies by the various provisions of the guidance, with certain provisions applied on a retrospective or modified retrospective approach, while others are applied prospectively. The Company is currently evaluating the impact of these amendments and the transition alternatives on its consolidated financial statements. On November 20, 2015, the FASB issued ASU 2015-17, Balance Sheet Classification of Deferred Taxes. Current GAAP requires the deferred taxes to be presented as a net current asset or liability and net noncurrent asset or liability. This requires a jurisdiction-by-jurisdiction analysis based on the classification of the assets and liabilities to which the underlying temporary differences relate, or, in the case of loss or credit carryforwards, based on the period in which the attribute is expected to be realized. Any valuation allowance is then required to be allocated on a pro rata basis, by jurisdiction, between current and noncurrent deferred tax assets. To simplify presentation, the new guidance requires that all deferred tax assets and liabilities, along with any related valuation allowance, be classified as noncurrent on the balance sheet. The guidance does not change the existing requirement that only permits offsetting within a jurisdiction – that is, companies are still prohibited from offsetting deferred tax liabilities from one jurisdiction against deferred tax assets of another jurisdiction. The Company early adopted this guidance retrospectively as of December 31, 2015. In July 2015, the FASB issued ASU 2015-11, Simplifying the Measurement of Inventory , which changes the measurement principle for inventory from the lower of cost or market to lower of cost and net realizable value. Inventory measured using last-in, first-out (LIFO) and the retail inventory method (RIM) are not impacted by the new guidance. The ASU only addresses the measurement of the inventory if its value declines or is impaired. Prior to the issuance of the standard, inventory was measured at the lower of cost or market (where market was defined as replacement cost, with a ceiling of net realizable value and floor of net realizable value less a normal profit margin). This necessitated obtaining three data points to determine market value. Replacing the concept of market with the single measurement of net realizable value is intended to create efficiencies. The ASU defines net realizable value as the estimated selling price in the ordinary course of business, less reasonably predictable costs of completion, disposal, and transportation. This ASU is effective prospectively for annual periods beginning after December 15, 2016. The Company is currently evaluating the impact of adoption of the ASU and believes the adoption of the ASU will not have an impact on its consolidated financial statements. In August 2014, the FASB issued ASU No. 2014-15, Presentation of Financial Statements - Going Concern (Subtopic 205-40) Disclosure of Uncertainties about an Entity's Ability to Continue as a Going Concern . This ASU requires management to assess whether there is substantial doubt about the entity’s ability to continue as a going concern and, if so, disclose that fact. Management will also be required to evaluate and disclose whether its plans alleviate that doubt. This ASU states that, when making this assessment, management should consider relevant conditions or events that are known or reasonably knowable on the date the financial statements are issued or available to be issued. This ASU is effective for annual periods ending after December 15, 2016 and interim periods thereafter, and early adoption is permitted. The Company is currently evaluating the impact of adoption on its consolidated financial statements. In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606) . ASU No. 2014-09 supersedes the revenue recognition requirements in Topic 605, Revenue Recognition , and most industry-specific revenue recognition guidance throughout the Industry Topics of the Accounting Standards Codification. Additionally, this update supersedes some cost guidance included in Subtopic 605-35, Revenue Recognition-Construction-Type and Production-Type Contracts . The core principle of the guidance is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. It is effective for the first interim period within annual reporting periods beginning after December 15, 2017, and early adoption is permitted for the first interim period within annual reporting period beginning after December 15, 2016. The Company is currently evaluating the impact of adoption on its consolidated financial statements. |
Legal Proceedings
Legal Proceedings | 6 Months Ended |
Jun. 30, 2016 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies In December 2006, PharmAthene filed an action against us in the Delaware Court of Chancery captioned PharmAthene, Inc. v. SIGA Technologies, Inc., C.A. No. 2627-VCP. In its amended complaint, PharmAthene asked the Court to order us to enter into a license agreement with PharmAthene with respect to TPOXX™, to declare that we are obliged to execute such a license agreement, and to award damages resulting from our alleged breach of that obligation. PharmAthene also alleged that we breached an obligation to negotiate such a license agreement in good faith, and sought damages for promissory estoppel and unjust enrichment based on information, capital, and assistance that PharmAthene allegedly provided to us during the negotiation process. In September 2011, the Court of Chancery issued its post-trial opinion. The Court denied PharmAthene’s requests for specific performance and expectation damages measured by present value of estimated future profits. Nevertheless, the Court held that we breached our duty to negotiate in good faith and were 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 securing $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 of $2.4 million . In May 2012, the Court of Chancery entered its final order and judgment, implementing its post-trial opinion. In June 2012, the Company appealed to the Delaware Supreme Court 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. We posted $1.3 million of cash as approximately 50% collateral for a $2.7 million surety bond. The $1.3 million of cash collateral is recorded in other assets as of June 30, 2016 . 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 Court of Chancery. On August 8, 2014, the Court of Chancery issued its Remand Opinion. In its Remand Opinion, the Court of Chancery reversed its earlier conclusions and held that PharmAthene had carried its burden of demonstrating its entitlement to lump sum expectation damages for lost profits related to TPOXX™ by a preponderance of the evidence. On September 16, 2014, as a consequence of SIGA’s chapter 11 filing, the legal proceedings with PharmAthene were stayed (see Note 1 to the financial statements). On October 8, 2014, the Bankruptcy Court approved a Stipulation between the Company and PharmAthene partially lifting the stay to permit the litigation before the Delaware Chancery Court to proceed, including all appeals. The Stipulation, however, provides that the stay shall remain in effect with respect to the enforcement of any judgment that may be entered. On January 15, 2015, the Delaware Court of Chancery entered its Final Order and Judgment, awarding to PharmAthene $113,116,985 in contract expectation damages, plus pre-judgment interest up to January 15, 2015, and certain permitted legal fees, costs, and expenses, for a judgment of $194,649,042 . Pursuant to the Final Order and Judgment, SIGA also is liable to PharmAthene for post-judgment interest, which was specified in the Final Order and Judgment to be $30,663.89 , per diem, such per diem amount to be periodically adjusted to reflect the applicable Delaware legal rate. On January 16, 2015, the Company appealed from certain portions of the Delaware Court of Chancery's rulings on remand, including but not limited to the Final Order and Judgment, to the Delaware Supreme Court. On October 7, 2015, the Delaware Supreme Court heard oral argument, en banc. On December 23, 2015, the Delaware Supreme Court affirmed the Final Order and Judgment (the "Delaware Supreme Court Affirmation"). As of June 30, 2016, the accrued obligation under the Delaware Court of Chancery Final Order and Judgment, including post-judgment and Plan-specified interest, is estimated to be approximately $204 million . As specified in the Plan, starting at the Effective Date of the Plan, interest accrues at an annual rate of 8.75% against the amount owed to PharmAthene. The accrued obligation includes a $3.2 million reimbursement obligation to PharmAthene for attorney's fees and expert expenses related to the case. The Final Order and Judgment will be satisfied in accordance with the Plan as described in Note 1 to the financial statements. 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. |
Liabilities Subject to Compro19
Liabilities Subject to Compromise (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Liabilities Subject to Compromise [Abstract] | |
Liabilies subject to compromise [Table Text Block] | 2 |
Reorganization items [Table Text Block] | Reorganization Items, net: Reorganization items reflect expenses in connection with the chapter 11 case. For the three and six months ended June 30, 2016 and 2015 , reorganization items consisted of expenses through the Effective Date of the Plan: Three months ended Six Months Ended 2016 2015 2016 2015 Legal fees $ 273,436 $ 1,628,603 $ 1,951,381 $ 2,830,395 Professional fees 34,293 505,243 1,732,521 1,069,739 Trustee fees 20,000 13,000 33,000 26,000 Other — 3,135 — 5,672 Totals 327,729 2,149,981 3,716,902 3,931,806 |
Per Share Data (Tables)
Per Share Data (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Earnings Per Share [Abstract] | |
Schedule of antidilutive securities excluded from computation of earnings per share | The Company incurred losses for the three and six months ended June 30, 2016 and 2015 and as a result, equity instruments are excluded from the calculation of diluted 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 June 30, Six months ended June 30, 2016 2015 2016 2015 Stock Options 1,764,374 2,094,125 1,825,181 2,102,798 Stock-Settled Stock Appreciation Rights 360,031 370,094 360,173 371,018 Restricted Stock Units 587,115 (1) 1,061,347 (2 ) 611,895 1,130,673 Warrants — 82,418 — 165,746 |
Inventory Inventory (Tables)
Inventory Inventory (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Inventory [Abstract] | |
Inventory | Inventory consisted of the following at June 30, 2016 , and December 31, 2015 : June 30, 2016 December 31, 2015 Finished goods $ 6,268,570 $ — Work in-process $ 22,663,323 $ 12,447,088 Inventory $ 28,931,893 $ 12,447,088 |
Accrued Expenses and Other Cu22
Accrued Expenses and Other Current Liabilities (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Payables and Accruals [Abstract] | |
Accrued Expenses and Other Current Liabilities | Accrued expenses and other current liabilities consisted of the following at June 30, 2016 and December 31, 2015 : June 30, 2016 December 31, 2015 Bonus $ 466,630 $ 580,801 Professional fees 1,660,121 597,721 Vacation 267,319 227,863 Income taxes payable — 389,443 Reorganization expenses (through the Effective Date of the Plan) 43,634 842,922 Other (including service vendors) 873,019 749,858 Accrued expenses and other current liabilities $ 3,310,723 $ 3,388,608 |
Property, Plant and Equipment (
Property, Plant and Equipment (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Property, Plant and Equipment [Abstract] | |
Property, plant and equipment | Property, plant and equipment consisted of the following at June 30, 2016 and December 31, 2015 : June 30, 2016 December 31, 2015 Leasehold improvements $ 2,542,043 $ 2,542,044 Computer equipment 762,977 754,502 Furniture and fixtures 455,220 452,696 3,760,240 3,749,242 Less - accumulated depreciation (3,387,461 ) (3,299,417 ) Property, plant and equipment, net $ 372,779 $ 449,825 |
Interim Condensed Consolidate24
Interim Condensed Consolidated Financial Statements Organization, Consolidation and Presentation of Financial Statements (Details) | Jul. 29, 2016USD ($) | Jun. 30, 2016USD ($) | Dec. 31, 2015USD ($) | Jan. 15, 2015USD ($) |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||||
Bankruptcy Claims, Amount Paid to Settle Claims | $ 785,000 | |||
Bankruptcy Claims, Number Of Claims Outstanding | 19,000 | |||
Payment to Post Collateral for Surety Bond | $ 1,300,000 | |||
Liabilities subject to compromise, loss contingency legal fees | $ 3,226,055 | |||
Surety bond | 2,700,000 | |||
Liabilities subject to compromise, other accrued expense | 0 | 737,883 | ||
Liabilities subject to compromise, accounts payable | 0 | 834,219 | ||
Amount To Be Paid On Effective Date of Plan Of Reorganization | 5,000,000 | |||
Final order and judgment including interest | $ 195,000,000 | |||
Final Order And Judgment | 204,000,000 | |||
payment to extend 120 days to satisfy pharmAthene claim | 20,000,000 | |||
Payment To Extend Days To Satisfy Claim | 100,000,000 | |||
Covenants on pharmAthene liability | 50,000,000 | |||
Loss Contingency Accrual | 0 | 205,400,068 | ||
Liabilities Subject to Compromise | 0 | $ 206,972,170 | ||
Net Capital Deficiency | $ 304,000,000 |
Liabilities Subject to Compro25
Liabilities Subject to Compromise Reorganization items (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Reorganization [Abstract] | ||||
Debtor reorganization items, Legal fees | $ 273,436 | $ 1,628,603 | $ 1,951,381 | $ 2,830,395 |
Reorganization, Professional fees | 34,293 | 505,243 | 1,732,521 | 1,069,739 |
Reorganization, Trustee fees | 20,000 | 13,000 | 33,000 | 26,000 |
Debtor Reorganization Items, Other expense | 0 | 3,135 | 0 | 5,672 |
Reorganization Items | 327,729 | $ 2,149,981 | 3,716,902 | $ 3,931,806 |
Reorganization payments | $ 800,000 | $ 2,300,000 |
Procurement Contract and Rese26
Procurement Contract and Research Agreements (Details) | Jun. 24, 2011course | May 31, 2011USD ($)course | Sep. 30, 2016USD ($) | Jun. 30, 2016USD ($) | Dec. 31, 2012USD ($) | Dec. 31, 2011USD ($) | Jun. 30, 2016USD ($)contractgrant | Jun. 30, 2013USD ($) | Dec. 31, 2015USD ($)course | Jul. 21, 2016USD ($) | Jun. 28, 2016USD ($) |
Procurement Contract [Line Items] | |||||||||||
Contract value of various options | $ 122,700,000 | ||||||||||
Amount of option to be received from BARDA for approval for extension of 84 moth expiry | 50,000,000 | ||||||||||
Contract Value, Option, FDA Approval | 50,000,000 | ||||||||||
Contract Value, Detail Of Option Exercisable, Development Activities | 58,300,000 | ||||||||||
Contract Value, Detail Of Option Exercisable, Production Activities | 14,400,000 | ||||||||||
Holdback amount pending FDA approval | 102,500,000 | ||||||||||
Reduced holdback amount | $ 41,000,000 | ||||||||||
Number of courses delivered to the government | $ 126,000 | ||||||||||
Number of courses of TPOXX to be delivered to the government | $ 269,000 | 269,000 | |||||||||
Number of courses to be delivered to the government, including free courses | 845,000 | 845,000 | |||||||||
Deferred costs | 56,188,604 | 56,188,604 | $ 52,936,428 | ||||||||
Research and development revenue long-term contract | 1,200,000 | $ 2,100,000 | |||||||||
Number of active contracts | contract | 1 | ||||||||||
Number of active grants | grant | 1 | ||||||||||
Potential future research and development funding | 6,300,000 | $ 6,300,000 | |||||||||
BARDA Contract | |||||||||||
Procurement Contract [Line Items] | |||||||||||
Number of courses to be delivered | course | 2,000,000 | ||||||||||
Value of contract | $ 470,000,000 | ||||||||||
Contract Value of Manufacturing and Delivery Activities | 409,800,000 | 41,000,000 | |||||||||
Contract value of development and support activities | $ 60,000,000 | ||||||||||
Number of courses under modified contract | course | 1,700,000 | ||||||||||
Increase in payments for delivery of courses of TPOXX | 32,600,000 | 32,600,000 | $ 61,500,000 | ||||||||
Number of courses contributed at no additional cost to the government | course | 300,000 | ||||||||||
Proceeds from manufacture and physical delivery of courses, government contract | $ 249,200,000 | $ 249,200,000 | $ 21,300,000 | ||||||||
Invoiced milestone | $ 20,500,000 | ||||||||||
Number of free courses to be delivered to BARDA | 576,000 | 576,000 | |||||||||
Proceeds from advance payments under the BARDA contract | $ 41,000,000 | ||||||||||
Milestone payment | $ 12,300,000 | $ 20,500,000 | $ 8,200,000 | ||||||||
Proceeds From Physical Delivery Of Courses, Government Contracts | $ 187,700,000 | ||||||||||
Future proceeds to be received from BARDA | $ 160,600,000 | 160,600,000 | |||||||||
Future proceeds to be received from the future deliveries of courses to the government | 99,200,000 | 99,200,000 | |||||||||
Number of courses delivered and accepted at provisional dosage, once daily | course | 1,300,000 | ||||||||||
Deferred costs | $ 56,200,000 | $ 56,200,000 | $ 52,500,000 | ||||||||
Deferred revenue | 288,293,407 |
Stockholders' Equity (Details)
Stockholders' Equity (Details) - USD ($) | Apr. 30, 2013 | Jun. 30, 2016 | Jun. 30, 2015 | Dec. 31, 2015 |
Class of Warrant or Right [Line Items] | ||||
Common stock, shares issued | 53,843,044 | 54,114,296 | ||
Expense of warrants held as assets | $ 0 | $ 11,365 | ||
Affiliated Entity [Member] | ||||
Class of Warrant or Right [Line Items] | ||||
Warrants to purchase common stock | 250,000 | |||
Exercise price of warrants to purchase common stock | $ 3.29 | |||
Service agreement term | 3 years | |||
Warrants contractrual term | 2 years |
Per Share Data (Details)
Per Share Data (Details) - shares | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Restricted Stock Units | 313,337 | 240,000 | ||
Stock Option [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Weighted average | 1,764,374 | 2,094,125 | 1,825,181 | 2,102,798 |
Stock Appreciation Rights (SARs) [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Weighted average | 360,031 | 370,094 | 360,173 | 371,018 |
Restricted Stock Units (RSUs) [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Weighted average | 587,115 | 1,061,347 | 611,895 | 1,130,673 |
Warrants [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Weighted average | 0 | 82,418 | 0 | 165,746 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Affiliated Entity [Member] | ||||
Related Party Transaction [Line Items] | ||||
Free rent period | 5 months | |||
Monthly rental payments first five years | $ 60,000 | |||
Initial rent period | 5 years | |||
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 | $ 200,000 | $ 200,000 | $ 600,000 | $ 400,000 |
Accounts payable to related party | $ 345,000 | $ 345,000 |
Inventory (Details)
Inventory (Details) - USD ($) | Jun. 30, 2016 | Dec. 31, 2015 |
Inventory [Line Items] | ||
Work in process | $ 22,663,323 | $ 12,447,088 |
Finished goods | 6,268,570 | 0 |
Inventory | $ 28,931,893 | $ 12,447,088 |
Accrued Expenses and Other Cu31
Accrued Expenses and Other Current Liabilities (Details) - USD ($) | Jun. 30, 2016 | Dec. 31, 2015 |
Payables and Accruals [Abstract] | ||
Bonus | $ 466,630 | $ 580,801 |
Professional fees | 1,660,121 | 597,721 |
Vacation | 267,319 | 227,863 |
Taxes Payable | 0 | 389,443 |
Accounts Payable and Accrued Liabilities | 43,634 | 842,922 |
Other | 873,019 | 749,858 |
Total | $ 3,310,723 | $ 3,388,608 |
Property, Plant and Equipment32
Property, Plant and Equipment (Details) - USD ($) | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | Dec. 31, 2015 | |
Property, Plant and Equipment [Abstract] | |||||
Write-off of leasehold improvements | $ 0 | $ 238,501 | |||
Leasehold improvements, gross | $ 2,542,043 | 2,542,043 | $ 2,542,044 | ||
Computer equipment, gross | 762,977 | 762,977 | 754,502 | ||
Furniture and fixtures, gross | 455,220 | 455,220 | 452,696 | ||
Property, plant and equipment, gross | 3,760,240 | 3,760,240 | 3,749,242 | ||
Accumulated depreciation, depletion and amortization, property, plant, and equipment | (3,387,461) | (3,387,461) | (3,299,417) | ||
Property, plant and equipment, net | 372,779 | 372,779 | $ 449,825 | ||
Depreciation and other amortization | $ 43,592 | $ 68,076 | $ 88,044 | $ 146,854 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended |
Jun. 30, 2016 | Jun. 30, 2016 | |
Income Tax Disclosure [Abstract] | ||
Current income tax expense (benefit) | $ 0 | $ 0 |
Income (loss) from continuing operations before income taxes | $ 9.6 | $ 20 |
Commitments and Contingencies (
Commitments and Contingencies (Details) - USD ($) | Jun. 30, 2016 | Dec. 31, 2015 | Jan. 15, 2015 | Sep. 30, 2014 | May 31, 2012 |
Loss Contingencies [Line Items] | |||||
Payment to Post Collateral for Surety Bond | $ 1,300,000 | ||||
Collateral | 50.00% | ||||
Surety bond | $ 2,700,000 | ||||
Final Order And Judgment | 204,000,000 | ||||
Final order and judgment including interest | $ 195,000,000 | ||||
Loss Contingency Accrual | 0 | 205,400,068 | |||
Liabilities subject to compromise, loss contingency legal fees | 3,226,055 | ||||
Loss Contingency, Accrual, Current | 203,654,855 | $ 0 | |||
PharmAthene liability includes reimbursable attorney and expert fee | $ 3,200,000 | ||||
License Agreement litigation | Pending litigation | |||||
Loss Contingencies [Line Items] | |||||
Percentage of net profits from sales after net profit threshold | 50.00% | ||||
Net profit threshold | $ 40,000,000 | ||||
Plaintiff attorneys' fee and expenses | $ 2,400,000 | ||||
Final Order And Judgment | 113,116,985 | ||||
Final order and judgment including interest | 194,649,042 | ||||
Final order and judgment post-judgment interest | $ 30,663.89 | ||||
License Agreement litigation | Pending litigation | Surety bond | Other assets | |||||
Loss Contingencies [Line Items] | |||||
Payment to Post Collateral for Surety Bond | 1,300,000 | ||||
Surety bond | $ 2,700,000 |