Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Jun. 30, 2015 | Aug. 18, 2015 | Dec. 31, 2014 | |
Document And Entity Information [Abstract] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Period End Date | Jun. 30, 2015 | ||
Document Fiscal Year Focus | 2,015 | ||
Document Fiscal Period Focus | FY | ||
Trading Symbol | IMMU | ||
Entity Registrant Name | IMMUNOMEDICS INC | ||
Entity Central Index Key | 722,830 | ||
Current Fiscal Year End Date | --06-30 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Current Reporting Status | Yes | ||
Entity Voluntary Filers | No | ||
Entity Filer Category | Accelerated Filer | ||
Entity Common Stock, Shares Outstanding | 94,625,907 | ||
Entity Public Float | $ 447,000,000 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Jun. 30, 2015 | Jun. 30, 2014 |
ASSETS | ||
Cash and cash equivalents | $ 13,452,775 | $ 6,961,494 |
Marketable securities | 86,165,532 | 34,871,120 |
Accounts receivable, net of allowance for doubtful accounts of $54,177 and $88,609 at June 30, 2015 and 2014, respectively | 345,627 | 674,617 |
Inventory | 584,424 | 778,989 |
Other receivables | 857,068 | 303,102 |
Prepaid expenses | 1,136,103 | 1,614,897 |
Other current assets | 945,673 | 180,678 |
Total current assets | 103,487,202 | 45,384,897 |
Property and equipment, net | 2,241,838 | 1,895,475 |
Value of life insurance policies | 20,566 | 176,110 |
Other long-term assets | 30,000 | 30,000 |
Total Assets | 105,779,606 | 47,486,482 |
LIABILITIES AND STOCKHOLDERS' (DEFICIT) EQUITY | ||
Accounts payable and accrued expenses | 11,808,223 | 6,886,682 |
Deferred revenues | 271,667 | 240,158 |
Total current liabilities | 12,079,890 | 7,126,840 |
Convertible senior notes - net of unamortized debt issuance costs of $3,375,423 at June 30, 2015 | 96,624,577 | |
Other liabilities | $ 1,599,760 | $ 1,500,244 |
Commitments and Contingencies (Note 12) | ||
Stockholders' (deficit) equity: | ||
Preferred stock, $.01 par value; authorized 10,000,000 shares; no shares issued and outstanding at June 30, 2015 and 2014 | ||
Common stock, $.01 par value; authorized 155,000,000 shares at June 30, 2015 (135,000,000 at June 30, 2014); issued 94,546,578 shares and outstanding 94,511,853 shares at June 30, 2015; issued 93,113,480 shares and outstanding 93,078,755 shares at June 30, 2014 | $ 945,465 | $ 931,134 |
Capital contributed in excess of par | 305,229,354 | 300,080,804 |
Treasury stock, at cost: 34,725 shares at June 30, 2015 and 2014 | (458,370) | (458,370) |
Accumulated deficit | (309,468,004) | (261,465,638) |
Accumulated other comprehensive (loss) income | (161,092) | 261,837 |
Total Immunomedics, Inc. stockholders' (deficit) equity | (3,912,647) | 39,349,767 |
Noncontrolling interest in subsidiary | (611,974) | (490,369) |
Total stockholders' (deficit) equity | (4,524,621) | 38,859,398 |
Total Liabilities and Stockholders' Equity | $ 105,779,606 | $ 47,486,482 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) | Jun. 30, 2015 | Jun. 30, 2014 |
Statement of Financial Position [Abstract] | ||
Accounts receivable, allowance for doubtful accounts | $ 54,177 | $ 88,609 |
Unamortized debt issuance costs | $ 3,375,423 | |
Preferred stock, par value | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 155,000,000 | 135,000,000 |
Common stock, shares issued | 94,546,578 | 93,113,480 |
Common stock, shares outstanding | 94,511,853 | 93,078,755 |
Treasury stock, shares | 34,725 | 34,725 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Loss - USD ($) | 12 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2013 | |
Revenues: | |||
License fee and other revenues | $ 1,250,000 | $ 4,623,333 | $ 126,667 |
Product sales | 2,648,657 | 3,140,604 | 2,991,129 |
Research and development | 1,754,434 | 1,277,668 | 1,844,201 |
Total revenues | 5,653,091 | 9,041,605 | 4,961,997 |
Costs and Expenses: | |||
Costs of goods sold | 264,915 | 338,572 | 392,722 |
Costs of license fee and other revenues | 1,189,170 | ||
Research and development | 41,735,888 | 33,680,158 | 28,381,184 |
Sales and marketing | 768,871 | 1,132,921 | 826,375 |
General and administrative | 9,102,926 | 8,281,025 | 6,154,214 |
Total costs and expenses | 51,872,600 | 44,621,846 | 35,754,495 |
Operating loss | (46,219,509) | (35,580,241) | (30,792,498) |
Arbitration settlement, net | 16,739,282 | ||
Insurance proceeds received | 2,637,879 | ||
Interest and other income, net | 245,705 | 55,916 | 10,557 |
Interest expense | (2,090,750) | ||
Foreign currency transaction (loss) gain, net | (1,188) | 938 | (37,434) |
Loss before income tax expense | (48,065,742) | (35,523,387) | (11,442,214) |
Income tax expense | (58,229) | (7,791) | (44,070) |
Net loss | (48,123,971) | (35,531,178) | (11,486,284) |
Less net loss attributable to noncontrolling interest | (121,605) | (105,352) | (104,761) |
Net loss attributable to Immunomedics, Inc. | $ (48,002,366) | $ (35,425,826) | $ (11,381,523) |
Loss earnings per common share attributable to Immunomedics, Inc. (basic and diluted): | $ (0.51) | $ (0.42) | $ (0.15) |
Weighted average shares used to calculate loss per common share | 93,314,872 | 84,631,567 | 78,040,005 |
Other comprehensive (loss) income, net of tax: | |||
Foreign currency translation adjustments | $ (434,617) | $ 100,094 | $ 81,669 |
Unrealized gain (loss) on securities available for sale | 11,688 | (87) | |
Other comprehensive (loss) income | (422,929) | 100,007 | 81,669 |
Net comprehensive loss | (48,546,900) | (35,431,171) | (11,404,615) |
Net comprehensive loss attributable to noncontrolling interest | (121,605) | (105,352) | (104,761) |
Net comprehensive loss attributable to Immunomedics, Inc. | $ (48,425,295) | $ (35,325,819) | $ (11,299,854) |
Consolidated Statements of Chan
Consolidated Statements of Changes in Stockholders' (Deficit) Equity - USD ($) | Total | Common Stock [Member] | Capital Contributed in Excess of Par [Member] | Treasury Stock [Member] | Accumulated Deficit [Member] | Accumulated Other Comprehensive (Loss) Income [Member] | Noncontrolling Interest [Member] |
Beginning balance at Jun. 30, 2012 | $ 34,169,362 | $ 755,970 | $ 248,737,450 | $ (458,370) | $ (214,658,289) | $ 80,161 | $ (287,560) |
Beginning balance, Shares at Jun. 30, 2012 | 75,597,066 | ||||||
Issuance of common stock, net | 14,785,408 | $ 70,000 | 14,715,408 | ||||
Issuance of common stock, Shares | 7,000,000 | ||||||
Exercise of stock options, net | $ 266,056 | $ 886 | 265,170 | ||||
Exercise of stock options, Shares | 88,594 | 88,594 | |||||
Stock based compensation | $ 2,018,494 | $ 1,555 | 2,016,939 | ||||
Stock based compensation, Shares | 155,463 | ||||||
Other comprehensive income (loss) | 81,669 | 81,669 | |||||
Share purchases of majority- owned subsidiary | (39,255) | (46,559) | 7,304 | ||||
Net loss | (11,486,284) | (11,381,523) | (104,761) | ||||
Ending balance at Jun. 30, 2013 | 39,795,450 | $ 828,411 | 265,688,408 | (458,370) | (226,039,812) | 161,830 | (385,017) |
Ending balance, Shares at Jun. 30, 2013 | 82,841,123 | ||||||
Issuance of common stock, net | 29,809,448 | $ 95,465 | 29,713,983 | ||||
Issuance of common stock, Shares | 9,546,474 | ||||||
Exercise of stock options, net | $ 1,799,353 | $ 5,357 | 1,793,996 | ||||
Exercise of stock options, Shares | 535,730 | 535,730 | |||||
Stock based compensation | $ 2,886,318 | $ 1,901 | 2,884,417 | ||||
Stock based compensation, Shares | 190,153 | ||||||
Other comprehensive income (loss) | 100,007 | 100,007 | |||||
Net loss | (35,531,178) | (35,425,826) | (105,352) | ||||
Ending balance at Jun. 30, 2014 | 38,859,398 | $ 931,134 | 300,080,804 | (458,370) | (261,465,638) | 261,837 | (490,369) |
Ending balance, Shares at Jun. 30, 2014 | 93,113,480 | ||||||
Exercise of stock options, net | $ 2,959,930 | $ 12,026 | 2,947,904 | ||||
Exercise of stock options, Shares | 1,217,575 | 1,202,575 | |||||
Stock based compensation | $ 2,202,951 | $ 2,305 | 2,200,646 | ||||
Stock based compensation, Shares | 230,523 | ||||||
Other comprehensive income (loss) | (422,929) | (422,929) | |||||
Net loss | (48,123,971) | (48,002,366) | (121,605) | ||||
Ending balance at Jun. 30, 2015 | $ (4,524,621) | $ 945,465 | $ 305,229,354 | $ (458,370) | $ (309,468,004) | $ (161,092) | $ (611,974) |
Ending balance, Shares at Jun. 30, 2015 | 94,546,578 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2013 | |
Cash flows from operating activities: | |||
Net loss | $ (48,123,971) | $ (35,531,178) | $ (11,486,284) |
Adjustments to reconcile net loss to net cash used in operating activities: | |||
Depreciation and amortization | 578,066 | 569,442 | 1,036,035 |
Amortization of deferred revenue | (5,712) | (2,674,347) | (176,667) |
Amortization of bond premiums | 544,208 | 228,211 | |
Amortization of debt issuance costs | 281,791 | ||
Amortization of deferred rent | 99,516 | 99,516 | 99,516 |
Gain on sale of marketable securities | (11,015) | (7,517) | |
(Decrease) increase in allowance for doubtful accounts | (34,432) | 39,344 | (5,544) |
Non-cash expense related to stock compensation | 2,788,677 | 3,218,050 | 2,265,460 |
Non-cash decrease in value of life insurance policy | 155,544 | 18,722 | 3,456 |
Gain on insurance claim for equipment failure | (137,879) | ||
Changes in operating assets and liabilities: | |||
Accounts receivable | 271,820 | (62,652) | 66,755 |
Inventory | 328,126 | 204,386 | (617,954) |
Other receivables | (553,966) | (130,634) | (238,755) |
Prepaid expenses | 478,794 | (1,182,237) | 149,941 |
Other current assets | (776,975) | 1,450,494 | (598,646) |
Accounts payable and accrued expenses | 4,946,099 | 2,935,816 | 966,663 |
Deferred revenues | 37,221 | 134,196 | 2,774,345 |
Net cash used in operating activities | (38,996,209) | (30,690,388) | (5,899,558) |
Cash flows from investing activities: | |||
Purchases of marketable securities | (86,307,071) | (44,116,046) | |
Proceeds from sales/maturities of marketable securities | 34,491,153 | 9,024,145 | |
Purchases of property and equipment | (924,429) | (378,006) | (595,446) |
Proceeds from partial liquidation of life insurance policy | 400,000 | ||
Proceeds from insurance claim for equipment failure | 137,879 | ||
Net cash used in investing activities | (52,740,347) | (35,069,907) | (457,567) |
Cash flows from financing activities: | |||
Proceeds from issuance of convertible senior notes | 100,000,000 | ||
Payment of debt issuance costs | (3,657,215) | ||
Issuance of common stock, net of fees | 29,809,448 | 14,785,408 | |
Exercise of stock options, net | 2,959,930 | 1,799,353 | 266,056 |
Tax withholding payments for stock compensation | (585,725) | (331,732) | (246,966) |
Share purchases of majority-owned subsidiary | (39,255) | ||
Net cash provided by financing activities | 98,716,990 | 31,277,069 | 14,765,243 |
Effect of changes in exchange rates on cash and cash equivalents | (489,153) | 118,720 | 79,786 |
Increase (decrease) in cash and cash equivalents | 6,491,281 | (34,364,506) | 8,487,904 |
Cash and cash equivalents at beginning of year | 6,961,494 | 41,326,000 | 32,838,096 |
Cash and cash equivalents at end of year | 13,452,775 | 6,961,494 | 41,326,000 |
Supplemental information for the statement of cash flows: | |||
Cash paid for income taxes | $ 75,598 | $ 136,973 | $ 135,023 |
Business Overview
Business Overview | 12 Months Ended |
Jun. 30, 2015 | |
Accounting Policies [Abstract] | |
Business Overview | 1. Business Overview Immunomedics, Inc., a Delaware corporation (“Immunomedics” or the “Company”) is a clinical-stage biopharmaceutical company developing monoclonal antibody-based products for the targeted treatment of cancer, autoimmune and other serious diseases. The Company has continued to transition its focus away from the development and commercialization of diagnostic imaging products in order to accelerate the development of its therapeutic product candidates, although the Company manufactures and commercializes its one product, LeukoScan ® ® The Company has two foreign subsidiaries, Immunomedics B.V. in the Netherlands and Immunomedics GmbH in Darmstadt, Germany, to assist the Company in managing sales efforts and coordinating clinical trials in Europe. In addition, included in the accompanying financial statements is the majority-owned U.S. subsidiary, IBC Pharmaceuticals, Inc. (“IBC”), which has been working since 1999 on the development of novel cancer radiotherapeutics using patented pretargeting technologies with proprietary, bispecific antibodies. Immunomedics is subject to significant risks and uncertainties, including, without limitation, the risk that the Company may be unable to further identify, develop and achieve commercial success for new products and technologies; the possibility of delays in the research and development necessary to select drug development candidates and delays in clinical trials; the risk that clinical trials may not result in marketable products; the risk that the Company may be unable to successfully finance and secure regulatory approval of and market its drug candidates; its dependence upon pharmaceutical and biotechnology collaborations; the levels and timing of payments under its collaborative agreements; uncertainties about the Company’s ability to obtain new corporate collaborations and acquire new technologies on satisfactory terms, if at all; the development of competing products; its ability to protect its proprietary technologies; patent-infringement claims; and risks of new, changing and competitive technologies and regulations in the United States and internationally. As of June 30, 2015 the Company has $99.6 million of cash, cash equivalents and marketable securities. In February, 2015 the Company issued $100 million of 4.75% Convertible Senior Notes due 2020 (the “Convertible Notes”) in the aggregate. After deducting the initial purchasers’ fees and offering expenses, the Company received net proceeds of $96.3 million, (see Note 4 to the consolidated financial statements). Since its inception in 1982, Immunomedics’ principal sources of funds have been the private and public sale of debt and equity securities and revenues from licensing agreements, which could provide up-front and milestone payments, as well as funding of development costs and other licensing possibilities. The Company’s budgeted cash requirements in fiscal year 2016 includes expenses related to the clivatuzumab tetraxetan Phase 3 clinical trial for the treatment of patients with pancreatic cancer, as well as for expenses for the ongoing Phase 2 expansion ADC clinical trials (sacituzumab govitecan and labetuzumab govitecan). Based on the Company’s cash flow projections, it believes it has sufficient funds to continue its operations and research and development programs for at least the next twelve months. Future financial demands include ongoing operating expenses, Phase 3 and Phase 2 clinical trials, and further development of various clinical trial programs in fiscal 2017 and beyond. Until the Company can generate significant cash from its operations, the Company expects to continue to fund its operations with its available financial resources. These financial resources may not be adequate to sustain its operations and the Company will be required to finance future cash needs through strategic collaboration agreements, or the sale of additional equity or debt securities. However, the Company cannot be certain that additional financing will be available when needed or that, if available, financing will be obtained on terms favorable to the Company or its stockholders. The capital markets have experienced volatility in recent years, which has resulted in uncertainties with respect to availability of capital and hence the timing to meet an entity’s liquidity needs. Having insufficient funds may require the Company to delay, scale-back or eliminate some or all of its programs or renegotiate less favorable terms than it would otherwise choose. Failure to obtain adequate financing also may adversely affect its ability to operate as a going concern. The Company continues to pursue business development and licensing arrangements as a potential source of financing. These activities include any new parties who may be interested in the Company’s clinical programs as well as any licenses to the Company’s intellectual property estate, including the Company’s current partner, The Bayer Group (“Bayer”), State and Federal Grants, along with potential debt and equity financing may also be other sources of financing. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Jun. 30, 2015 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 2. Summary of Significant Accounting Policies Principles of Consolidation and Presentation The consolidated financial statements include the accounts of Immunomedics and its majority-owned subsidiaries. Noncontrolling interests in consolidated subsidiaries in the Consolidated Balance Sheets represent minority stockholders’ proportionate share of the (deficit) equity in such subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. Use of Estimates The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reported period. Actual results could differ from those estimates. The Company’s significant estimates and assumptions relate to revenue recognition, allowance for doubtful accounts, valuation of inventory and property and equipment, useful lives of property and equipment, accrued liabilities, stock compensation expenses, income tax uncertainties and other contingencies. Foreign Currencies For subsidiaries outside of the United States that operate in a local currency environment, income and expense items are translated to United States dollars at the monthly average rates of exchange prevailing during the year, assets and liabilities are translated at year-end exchange rates and equity accounts are translated at historical exchange rates. Translation adjustments are accumulated in a separate component of stockholders’ equity in the Consolidated Balance Sheets and the Consolidated Statements of Changes in Stockholders’ (Deficit) Equity and are included in the determination of comprehensive (loss) income in the Consolidated Statements of Comprehensive Loss. Transaction gains and losses are included in the determination of net loss in the Consolidated Statements of Comprehensive Loss. As of June 30, 2015 and 2014, the cumulative unrealized foreign currency translation (loss) gain included in accumulated other comprehensive (loss) income was approximately ($0.2) million as compared to $0.3 million, respectively. Cash and Cash Equivalents The Company considers all liquid investments purchased with an original maturity of three months or less to be cash equivalents and all investments with maturities of greater than three months from date of purchase are classified as marketable securities available-for-sale. Marketable securities Marketable securities, all of which are available-for-sale, consist of corporate debt securities, U.S. bonds, U.S. sponsored agencies and municipal bonds. Marketable securities are carried at fair value, with unrealized gains and losses, net of related income taxes, reported as accumulated other comprehensive (loss) income, except for losses from impairments which are determined to be other-than-temporary. Realized gains and losses, and declines in value judged to be other-than-temporary on available-for-sale securities are included in the determination of net loss and are included in interest and other income (net), at which time the average cost basis of these securities are adjusted to fair value. Fair values are based on quoted market prices at the reporting date. Interest and dividends on available-for-sale securities are included interest and other income (net). Accounts Receivable Credit is extended to customers based upon an evaluation of the customer’s financial condition. Accounts receivable are recorded at net realizable value. The Company utilizes a specific identification accounts receivable reserve methodology based on a review of outstanding balances and previous activities to determine the allowance for doubtful accounts. The Company charges off uncollectible receivables at the time the Company determines the receivable is no longer collectible. The Company does not require collateral or other security to support financial instruments subject to credit risk. Concentration of Credit Risk Cash, cash equivalents and marketable securities are financial instruments that potentially subject the Company to concentration of credit risk. Immunomedics periodically invests its cash in corporate debt securities, U.S. bonds, U.S. sponsored agencies and municipal bonds with strong credit ratings. Immunomedics has established guidelines relative to diversification and maturities that are designed to help ensure safety and liquidity. These guidelines are periodically reviewed to take advantage of trends in yields and interest rates. Inventory Inventory, which consists of the finished product of LeukoScan ® Property and Equipment and Impairment of Assets Property and equipment are stated at cost and are depreciated on a straight-line basis over the estimated useful lives (5-10 years) of the respective assets. Leasehold improvements are capitalized and amortized over the lesser of the remaining life of the lease or the estimated useful life of the asset. Immunomedics reviews long-lived long-lived Life Insurance Policies The Company has life insurance policies on Dr. David M. Goldenberg, the Company’s Chairman of the Board of Directors, Chief Scientific Officer, and Chief Patent Officer, which are for the benefit of the Company. When the Company is the beneficiary of the policy, and there are no other contractual arrangements between the Company and Dr. Goldenberg, the Company recognizes the amount that could be realized under the insurance arrangement as an asset in the Consolidated Balance Sheets. Revenue Recognition The Company has accounted for revenue arrangements that include multiple deliverables as a separate unit of accounting if both of the following criteria are met: a) the delivered item has value to the customer on a standalone basis, and b) if the right of return exists, delivery of the undelivered items is considered probable and substantially in the control of the vendor. If these criteria are not met, the revenue elements must be considered a single unit of accounting for purposes of revenue recognition. The Company allocates revenue consideration, excluding contingent consideration, based on the relative selling prices of the separate units of accounting contained within an arrangement containing multiple deliverables. Relative selling prices are determined using vendor specific objective evidence, if it exists; otherwise third-party evidence or the Company’s best estimate of selling price is used for each deliverable. Payments received under contracts to fund certain research activities are recognized as revenue in the period in which the research activities are performed. Payments received in advance that are related to future performance are deferred and recognized as revenue when the research projects are performed. Upfront nonrefundable fees associated with license and development agreements where the Company has continuing involvement in the agreement are recorded as deferred revenue and recognized over the estimated service period. The Company estimates the period of continuing involvement based on the best evidential matter available at each reporting period. If the estimated service period is subsequently modified, the period over which the upfront fee is recognized is modified accordingly on a prospective basis. In order to determine the revenue recognition for contingent milestones, the Company evaluates the contingent milestones using the criteria as provided by the Financial Accounting Standards Boards (“FASB”) guidance on the milestone method of revenue recognition, as explained in ASU 2010-17, “ Milestone Method of Revenue Recognition” Revenue from the sale of diagnostic products is recorded when there is persuasive evidence that an arrangement exists, delivery has occurred, the price is fixed and determinable or collectability is reasonably assured. Allowances, if any, are established for uncollectible amounts, estimated product returns and discounts. Since allowances are recorded based on management’s estimates, actual amounts may be different in the future. Research and Development Costs Research and development costs are expensed as incurred. Costs incurred for clinical trials for patients and investigators are expensed as services are performed in accordance with the agreements in place with the institutions. Reimbursement of Research and Development Costs Reimbursement toward research and development costs under collaboration agreements are included as a reduction of research and development expenses. The Company records these reimbursements as a reduction of research and development expenses as the Company’s partner in the collaboration agreement has the financial risks and responsibility for conducting these research and development activities. Manufacturing Costs Manufacturing costs incurred in relation to the development of materials produced in order to fulfill contractual obligations are deferred and are recorded in other current assets until the product is delivered in accordance with the terms of the agreement. Income Taxes The Company uses the asset and liability method to account for income taxes, including the recognition of deferred tax assets and deferred tax liabilities for the anticipated future tax consequences attributable to differences between financial statements amounts and their respective tax bases. The Company reviews its deferred tax assets for recovery. A valuation allowance is established when the Company believes that it is more likely than not that its deferred tax assets will not be realized. Changes in valuation allowances from period to period are included in the Company’s tax provision in the period of change. The Company does not have an accrual for uncertain tax positions as of June 30, 2015 or 2014. The U.S. Federal statute of limitation remains open for the fiscal years 2010 onward. The Company’s tax returns filed in foreign jurisdictions remain open for the fiscal years 2011 onward. State income tax returns are generally subject to examination for a period of 3-5 years after filing of the respective return. The Company conducts business and files tax returns in New Jersey. Net Loss Per Share Allocable to Common Stockholders Basic net loss per share is calculated using the weighted average number of shares of common stock and vested restricted shares outstanding. Diluted net income per share is based upon the weighted average number of shares of common stock and dilutive potential shares of common stock outstanding. During fiscal years 2015, 2014 and 2013, no potential shares of common stock were included in the calculation since their affect would be anti-dilutive due to the operating losses. The common stock equivalents excluded from the earnings per share calculation are 25,815,581, 7,096,981 and 7,215,449 for the fiscal years ended June 2015, 2014 and 2013, respectively. Stock-Based Compensation The Company utilizes stock-based compensation in the form of stock options, stock appreciation rights, stock awards, stock unit awards, performance shares, cash-based performance units and other stock-based awards, each of which may be granted separately or in tandem with other awards. The grant-date fair value of stock awards is based upon the underlying price of the stock on the date of grant. The grant-date fair value of stock option awards must be determined using an option pricing model. Option pricing models require the use of estimates and assumptions as to (a) the expected term of the option, (b) the expected volatility of the price of the underlying stock and (c) the risk-free interest rate for the expected term of the option. The Company uses the Black-Scholes-Merton option pricing formula for determining the grant-date fair value of such awards. The expected term of the option is based upon the contractual term and expected employee exercise and expected post-vesting employment termination behavior. The expected volatility of the price of the underlying stock is based upon the historical volatility of the Company’s stock computed over a period of time equal to the expected term of the option. The risk free interest rate is based upon the implied yields currently available from the U.S. Treasury yield curve in effect at the time of the grant. Pre-vesting forfeiture rates are estimated based upon past voluntary termination behavior and past option forfeitures. The fair value of each option granted during the years ended June 30, 2015, 2014 and 2013 is estimated on the date of grant using the Black-Scholes option-pricing Years ended June 30, 2015 2014 2013 Expected dividend yield 0% 0% 0% Expected option term (years) 5.07 3.85 5.35 Expected stock price volatility 57% 65% 69% Risk-free interest rate 1.37% - 1.72% 0.03% - 1.79% 0.98% - 1.84% The Company uses historical data to estimate forfeitures. The expected term of options granted represents the period of time that options granted are expected to be outstanding. Expected stock price volatility was calculated based on the Company’s daily stock trading history. The weighted average of the expected option term increased to 5.07 years for year ended June 30, 2015 over the previous year as a result of the issuance of short-term options in fiscal year 2014 to the former chief financial officer. Aside from these stock options to the former chief financial officer the expected option term for other stock options granted during the year ended June 30, 2014 was 5.1 years. The risk-free rate for periods within the expected term of the option is based on the U.S. Treasury yield curve in effect at the time of grant. The lower risk-free interest rate for the fiscal year ended June 30, 2014 resulted from the short-term rate for the stock options granted to the former chief financial officer in that year. Financial Instruments The carrying amounts of cash and cash equivalents, other current assets and current liabilities approximate fair value due to the short-term Reclassification Certain prior period balances have been reclassified to conform to the current period presentation. Recently Issued Accounting Pronouncements In April 2015, the FASB issued Accounting Standard Update (“ASU”) 2015-03, “ Interest – Imputation of Interest: Simplifying the Presentation of Debt Issuance Costs In August 2014, the FASB issued ASU 2014-15, “ Presentation of Financial Statements – Going Concern: Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern On May 28, 2014, the FASB issued ASU 2014-09, “ Revenue from Contracts with Customers |
Marketable Securities
Marketable Securities | 12 Months Ended |
Jun. 30, 2015 | |
Investments, Debt and Equity Securities [Abstract] | |
Marketable Securities | 3. Marketable Securities Immunomedics considers all of its current investments to be available-for-sale. Marketable securities at June 30, 2015 and 2014 consist of the following (in thousands): Amortized Gross Gross Fair Value June 30, 2015 U.S. Treasury Bonds $ 13,375 $ 14 $ — $ 13,389 U.S. Government Sponsored Agencies 46,694 34 (9 ) 46,719 Corporate Debt Securities 26,085 2 (29 ) 26,058 $ 86,154 $ 50 $ (38 ) $ 86,166 Amortized Gross Gross Fair Value June 30, 2014 U.S. Treasury Bonds $ 8,537 $ 1 $ (1 ) $ 8,537 U.S. Government Sponsored Agencies 7,458 — (1 ) 7,457 Corporate Debt Securities 18,876 12 (11 ) 18,877 $ 34,871 $ 13 $ (13 ) $ 34,871 Maturities of debt securities classified as available-for-sale were as follows at June 30, 2015 (in thousands): Fair Value Net Carrying Due within one year $ 46,516 $ 46,646 Due after one year through five years 39,650 39,831 $ 86,166 $ 86,477 |
Convertible Senior Notes
Convertible Senior Notes | 12 Months Ended |
Jun. 30, 2015 | |
Debt Disclosure [Abstract] | |
Convertible Senior Notes | 4. Convertible Senior Notes In February 2015, the Company issued $100.0 million of Convertible Notes (net proceeds of $96.3 million after deducting the initial purchasers’ fees and offering expenses) in a private offering exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”), in reliance upon Rule 144A under the Securities Act. The Convertible Notes will mature on February 15, 2020, unless earlier purchased or converted. The debt issuance costs of approximately $3.7 million, primarily consisting of underwriting, legal and other professional fees, will be amortized over the term of the Convertible Notes. The Convertible Notes are senior unsecured obligations of the Company. Interest at 4.75% will be payable semiannually on February 15 and August 15 of each year, beginning on August 15, 2015. The effective interest rate on the Convertible Note was 5.48% for the period from the date of issuance through June 30, 2015. The Convertible Notes are convertible at the option of holders into approximately 19.6 million shares of Immunomedics common stock at any time prior to the close of business on the day immediately preceding the maturity date. The conversion rate will initially be 195.8336 shares of common stock per $1,000 principal amount of Convertible Notes (equivalent to an initial conversion price of approximately $5.11 per share of Immunomedics common stock). If the Company undergoes a fundamental change (as defined in the indenture governing the Convertible Notes), holders may require Immunomedics to purchase for cash all or part of the Convertible Notes at a purchase price equal to 100% of the principal amount of the Convertible Notes to be purchased, plus accrued and unpaid interest, if any, but excluding, the fundamental change purchase date, subject to certain exceptions. In addition, if certain make-whole fundamental changes (as defined in the indenture governing the Convertible Notes) occur, Immunomedics will, in certain circumstances, increase the conversion rate for any Convertible Note converted in connection with such make-whole fundamental change. The indenture does not limit the amount of debt which may be issued by the Company under the indenture or otherwise, does not contain any financial covenants or restrict the Company from paying dividends or issuing or repurchasing its other securities. The indenture contains customary terms and covenants and events of default. If an event of default with respect to the Convertible Notes occurs, holders may, upon satisfaction of certain conditions, accelerate the principal amount of the Convertible Notes plus premium, if any, and accrued and unpaid interest, if any. In addition, the principal amount of the Convertible Notes plus premium, if any, and accrued and unpaid interest, if any, will automatically become due and payable in the case of certain types of bankruptcy or insolvency events of default involving the Company. Total interest expense for the Convertible Notes was $2.1 million for the fiscal year ended June 30, 2015, including amortization of debt issuance costs of $0.3 million. |
Estimated Fair Value of Financi
Estimated Fair Value of Financial Instruments | 12 Months Ended |
Jun. 30, 2015 | |
Fair Value Disclosures [Abstract] | |
Estimated Fair Value of Financial Instruments | 5. Estimated Fair Value of Financial Instruments The Company’s financial instruments consist of cash and cash equivalents, marketable securities, accounts receivable, accounts payable and accrued expenses, and Convertible Notes. The carrying amount of accounts receivable, accounts payable and accrued expenses are generally considered to be representative of their respective fair values because of the short-term nature of those instruments as of June 30, 2015 and 2014. The Company has categorized its other financial instruments, based on the priority of the inputs to the valuation technique, into a three-level fair value hierarchy as set forth below. If the inputs used to measure the financial instruments fall within different levels of the hierarchy, the categorization is based on the lowest level input that is significant to the fair value measurement of the instrument. Financial instruments recorded on the consolidated balance sheets as of June 30, 2015 and 2014 are categorized based on the inputs to the valuation techniques as follows (in thousands): • Level 1 • Level 2 • Level 3 Cash equivalents and marketable securities: ($ in thousands) Level 1 Level 2 Level 3 Total June 30, 2015 Money Market Funds $ 10,138 $ — $ — $ 10,138 Marketable Securities: U.S. Treasury Bonds 13,389 — — 13,389 U.S. Government Sponsored Agencies 46,719 — — 46,719 Corporate Debt Securities 26,058 — — 26,058 Total $ 96,304 $ — $ — $ 96,304 ($ in thousands) Level 1 Level 2 Level 3 Total June 30, 2014 Money Market Funds $ 367 $ — $ — $ 367 Marketable Securities: U.S. Treasury Bonds 8,537 — — 8,537 U.S. Government Sponsored Agencies 7,457 — — 7,457 Corporate Debt Securities 18,877 — — 18,877 Total $ 35,238 $ — $ — $ 35,238 The money market funds noted above are included in cash and cash equivalents. Convertible Senior Notes The carrying amounts and estimated fair values (Level 2) of debt instruments are as follows (in thousands): As of June 30, 2015 As of June 30, 2014 Carrying Estimated Carrying Estimated Convertible Senior Notes $ 96,625 $ 103,800 $ — $ — The fair value of the Convertible Senior Notes, which differs from their carrying values, is influenced by interest rates, the Company’s stock price and stock price volatility and is determined by prices for the Convertible Senior Notes observed in market trading which are Level 2 inputs. |
Property and Equipment
Property and Equipment | 12 Months Ended |
Jun. 30, 2015 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | 6. Property and Equipment Property and equipment consisted of the following at June 30 (in thousands): 2015 2014 Machinery and equipment $ 8,410 $ 7,917 Leasehold improvements 18,192 18,125 Furniture and fixtures 939 933 Computer equipment 2,591 2,233 30,132 29,208 Accumulated depreciation and amortization (27,890 ) (27,313 ) $ 2,242 $ 1,895 Depreciation and amortization expense for the years ended June 30, 2015, 2014 and 2013 was $0.6 million, $0.6 million and $1.0 million, respectively. |
Accounts Payable and Accrued Ex
Accounts Payable and Accrued Expenses | 12 Months Ended |
Jun. 30, 2015 | |
Payables and Accruals [Abstract] | |
Accounts Payable and Accrued Expenses | 7. Accounts Payable and Accrued Expenses Accounts payable and accrued expenses consisted of the following at June 30 (in thousands): 2015 2014 Clinical trial accruals $ 5,238 $ 1,981 Trade accounts payable 3,284 3,009 Accrued interest expense 1,821 — Executive bonus 600 688 Legal expenses 101 690 Miscellaneous other current liabilities 764 519 $ 11,808 $ 6,887 |
Stockholders' (Deficit) Equity
Stockholders' (Deficit) Equity | 12 Months Ended |
Jun. 30, 2015 | |
Equity [Abstract] | |
Stockholders' (Deficit) Equity | 8. Stockholders’ (Deficit) Equity Preferred Stock The Certificate of Incorporation of the Company authorizes 10,000,000 shares of preferred stock, $.01 par value per share. The preferred stock may be issued from time to time in one or more series, with such distinctive serial designations, rights and preferences as shall be determined by the Board of Directors. For each of the fiscal years ended June 30, 2015, 2014 and 2013 the Company has had no preferred stock outstanding. Common Stock At the Annual Stockholder Meeting on December 3, 2014, the Company’s stockholders approved the amendment and restatement of the Company’s Certificate of Incorporation to increase the maximum number of shares of the Company’s stock authorized up to 165,000,000 shares of stock consisting of 155,000,000 shares of common stock and 10,000,000 shares of preferred stock. Previously the Company’s Certificate of Incorporation authorized up to 145,000,000 shares of stock consisting of 135,000,000 shares of common stock and 10,000,000 shares of preferred stock. On October 1, 2014, the Company’s registration statement on Form S-3, as filed with the U.S. Securities and Exchange Commission, (the “SEC”) on September 16, 2014, was deemed effective, using a “shelf” registration process. Under this shelf registration statement, the Company may issue, in one or more offerings, any combination of common stock, preferred stock senior or subordinated debt securities, warrants, or units, up to a total dollar amount of $130.0 million. In May 2014, the Company sold 9,546,474 shares of its common stock, composed of 9,000,000 shares of common stock initially offered and an additional 546,474 shares of common stock sold pursuant to the exercise of the underwriters’ over-allotment option. The public offering price of $3.35 per share of common stock resulted in net proceeds to the Company of approximately $29.8 million. The shares of common stock were sold pursuant to an effective shelf registration statement filed with the Securities and Exchange Commission. In February 2013, the Company sold 7,000,000 shares of its common stock, composed of 6,086,956 shares of common stock initially offered and an additional 913,044 shares of common stock sold pursuant to the full exercise of the underwriters’ over-allotment option. The public offering price of $2.30 per share of common stock resulted in net proceeds to the Company of approximately $14.8 million. The shares of common stock were sold pursuant to an effective shelf registration statement filed with the Securities and Exchange Commission. Stock Incentive Plans At the Annual Stockholder Meeting on December 3, 2014, the Company’s stockholders approved the Immunomedics, Inc. 2014 Long-Term Incentive Plan (the “Plan”). The Plan replaced the Company’s 2006 Stock Incentive Plan (the “2006 Plan”), which terminated on December 3, 2014. The Plan was established to promote the interests of the Company, by providing eligible persons with the opportunity to acquire a proprietary interest in the Company as an incentive to remain with the organization and to align the employee’s interest with our stockholders. The approval authorized issuance of 9,000,000 shares plus the number of unallocated share available for issuance as of the effective date under the 2006 Plan that were not subject to outstanding awards. As under the 2006 Plan, option awards under the Plan are generally granted with an exercise price equal to the market price of the Plan, the Company’s common stock at the date of grant; those option awards generally vest based on four years of continuous service and have seven year contractual terms. Option awards that are granted to non-employee Board members under the annual option grant program are granted with an exercise price equal to the market price of the Company’s common stock at the date of grant, are vested immediately and have seven year contractual terms. Certain options provide for accelerated vesting if there is a change in control (as defined in the Plan). At June 30, 2015, there were 17,351,329 shares of common stock reserved for possible future issuance under the Plan, both currently outstanding (5,232,221 shares) and which were available to be issued for future grants (12,119,108 shares). The Plan is divided into three separate equity incentive programs. These incentive programs consist of: • Discretionary Grant Program under which eligible persons may be granted options to purchase shares of common stock or stock appreciation rights tied to the value of the common stock; • Stock Issuance Program under which eligible persons may be issued shares of common stock pursuant to restricted stock awards, restricted stock shares, performance shares or other stock-based awards which vest upon completion of a designated service period or the attainment of pre-established performance milestones, or such shares of common stock may be a fully-vested bonus for services rendered; and • Automatic Grant Program under which eligible non-employee Board members will automatically receive grants at designated intervals over their period of continued Board service. Each of the Company’s outside Directors who had been a Director prior to July 1st of each year is granted, at the annual shareholder meeting of each year, options to purchase shares of the Company’s common stock at fair market value on the grant date. The number of options to be issued is at the discretion of the Company’s Board of Directors. For fiscal years 2015, 2014 and 2013, stock options were granted to these outside directors to purchase an aggregate of 89,204 shares, 66,348 shares and 128,000 shares, respectively. The values of the granted options were $180 thousand, $180 thousand and $225 thousand for fiscal years ended 2015, 2014 and 2013, respectively. Stock options granted to outside directors are vested when granted. When an outside Director is elected to the Board of Directors, they are awarded options for 22,500 shares of the Company’s common stock. The Company recorded $180 thousand, $246 thousand and $230 thousand for stock-based compensation expense for these non-employee Board members stock options for the years ended June 30, 2015, 2014 and 2013, respectively. Non-employee Board members who continue to serve shall receive on the date of the annual stockholders meeting an annual grant of non-qualified stock options and restricted stock units, equal in value to $45 thousand. For fiscal years 2015, 2014 and 2013, restricted stock units were granted to these outside directors in an aggregate of 42,656 units, 38,216 units and 74,750 units, respectively. The value of the units granted were $180 thousand, $180 thousand and $225 thousand for fiscal years 2015, 2014 and 2013, respectively. Restricted stock units granted to outside directors become vested within one year of grant date. The Company recorded $180 thousand, $204 thousand and $154 thousand for stock-based compensation expense for these non-employee Board members restricted stock units for the years ended June 30, 2015, 2014 and 2013, respectively. Information concerning options for the years ended June 30, 2015, 2014 and 2013 is summarized as follows: Number of Shares Weighted Average Exercise Price 2015 2014 2013 2015 2014 2013 Options outstanding, beginning of year 5,308,617 5,726,874 5,799,100 $ 3.41 $ 3.30 $ 3.72 Options granted 955,361 1,216,729 759,900 $ 3.82 $ 4.79 $ 3.59 Options exercised (1,217,575 ) (535,730 ) (88,594 ) $ 2.46 $ 3.36 $ 3.00 Options expired or forfeited (521,063 ) (1,099,256 ) (743,532 ) $ 4.50 $ 4.35 $ 6.96 Options outstanding, end of year 4,525,340 5,308,617 5,726,874 $ 3.48 $ 3.41 $ 3.30 Options exercisable, end of year 3,115,798 4,121,942 4,572,716 $ 3.27 $ 3.18 $ 3.21 The weighted average fair value at the date of grant for options granted during the years ended June 30, 2015, 2014 and 2013 were $1.91, $1.91 and $2.12 per share, respectively. The aggregate intrinsic value of the outstanding and exercisable stock options as of June 30, 2015 and 2014 is $3.3 million and $3.0 million, respectively. The aggregate intrinsic value is the sum of the amounts by which the quoted market price of the Company’s common stock exceeded the exercise price of the options at June 30, 2015, for those options for which the quoted market price was in excess of the exercise price. The total intrinsic value of options exercised during the 2015, 2014 and 2013 fiscal years was $1.8 million, $0.8 million and $0.1 million, respectively. Included in research and development and general and administrative expense categories the Company has recorded $1.4 million, $1.5 million and $1.5 million for stock-based compensation expense related to these stock options during the 2015, 2014 and 2013 fiscal years, respectively. The following table summarizes information concerning options outstanding under the Plan at June 30, 2015: Range of exercise price Number outstanding at June 30, 2015 Weighted average exercise price Weighted average remaining term (yrs.) Number exercisable at June 30, 2015 Weighted average exercise price $1.59 - 3.00 1,179,063 $ 2.51 1.00 1,176,938 $ 2.52 3.01 - 5.00 3,005,121 3.65 4.43 1,776,953 3.59 5.01 - 7.00 341,156 5.30 5.14 161,907 5.28 4,525,340 $ 3.48 3.59 3,115,798 3.27 At the Compensation Committee meeting held on August 16, 2013, the Company awarded an additional 136,452 restricted stock units to certain executive officers of the Company at the closing market price on that date ($5.13 per share). At the Compensation Committee meeting held on August 14, 2014, the Company awarded an additional 226,657 restricted stock units to certain executive officers of the Company at the closing market price on that date ($3.32 per share). As of June 30, 2015 there was $1.2 million of total unrecognized compensation costs related to non-vested share-based compensation arrangements granted under the Plan for these executive officers, excluding performance stock units. That cost is being recognized over a weighted-average period of 2.39 years. The Company recorded $0.8 million, $0.7 million and $0.6 million for stock-based compensation expense for these executive officers for the fiscal years ended June 30, 2015, 2014 and 2013, respectively. On August 16, 2013, the Company also awarded certain executive officers Performance Units of up to 389,864 of restricted stock units which are subject to attainment of certain performance milestones as well as certain continued service requirements. All or a portion of the Performance Units shall vest based upon the level of achievement of the milestones set forth in each agreement, which is expected to be achieved within five years of the grant date. The Performance Units that vest based upon attainment of the Performance milestone will be exercised based on a percentage basis on the attainment of anniversary dates. As of June 30, 2015, 116,959 of these Performance Units have vested and 272,905 are available if all performances are achieved within five years of grant date. The Company recorded $0.4 million and $1.1 million for the stock-based compensation for the fiscal years ended June 30, 2015 and 2014, respectively. As of June 30, 2015, total unrecognized compensation cost related to these non-vested Performance Units granted aggregates $0.5 million which is being recognized over a weighted-average period of 2.5 years. The unrecognized compensation cost is subject to modification on a quarterly basis based on review of performance probability and requisite achievement periods. A summary of the Company’s non-vested restricted stock units at June 30, 2015, and changes during the year ended June 30, 2015 is presented below: Non-Vested Restricted Stock Number of Awards Weighted-Average Grant Date Non-vested at July 1, 2014 788,364 $ 4.64 Restricted Units Granted 277,313 3.51 Vested/Exercised (358,796 ) 4.43 Non-vested at June 30, 2015 706,881 $ 4.30 The non-vested restricted stock units included above had a weighted-average remaining contractual life of approximately 5.4 years at June 30, 2015. As of June 30, 2015, the Company has 2,116,423 non-vested options, restricted stock shares and performance units outstanding. As of June 30, 2015, 2014 and 2013 there was $4.5 million, $5.0 million and $3.6 million, respectively, of total unrecognized compensation cost related to non-vested share-based compensation arrangements granted under the Plan. That cost is being recognized over a weighted-average period of 2.63 years. The weighted average remaining contractual terms of the exercisable shares is 2.79 years and 2.73 years as of June 30, 2015 and 2014, respectively. The following table summarizes the stock-based compensation expense by the consolidated statements of comprehensive loss line items for the fiscal years ended June 30, 2015, 2014 and 2013 (in thousands): Fiscal Year Ended June 30, 2015 2014 2013 Research and development $ 1,673 $ 1,931 $ 1,359 General and administrative 1,116 1,287 906 Total expense $ 2,789 $ 3,218 $ 2,265 Accumulated Other Comprehensive (Loss) Income The components of accumulated other comprehensive (loss) income were as follows: Currency Translation Adjustments Net Unrealized Gains Accumulated Other Balance, June 30, 2012 $ 80,161 $ — $ 80,161 Change for the year 81,669 — 81,669 Balance, June 30, 2013 161,830 — 161,830 Other comprehensive income before reclassifications 100,094 7,430 107,524 Amounts reclassified from accumulated other comprehensive income (a) — (7,517 ) (7,517 ) Net current-period other comprehensive income (loss) 100,094 (87 ) 100,007 Balance, June 30, 2014 261,924 (87 ) 261,837 Other comprehensive income before reclassifications (434,617 ) 22,703 (411,914 ) Amounts reclassified from accumulated other comprehensive (loss) income (a) — (11,015 ) (11,015 ) Net current-period other comprehensive (loss) income (434,617 ) 11,688 (422,929 ) Balance, June 30, 2015 $ (172,693 ) $ 11,601 $ (161,092 ) (a) For the fiscal years ended June 30, 2015 and 2014, $11,015 and $7,517 were reclassified from accumulated other comprehensive income to interest and other income, respectively. All components of accumulated other comprehensive income are net of tax, except currency translation adjustments, which exclude income taxes related to indefinite investments in foreign subsidiaries. |
Income Taxes
Income Taxes | 12 Months Ended |
Jun. 30, 2015 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 9. Income Taxes The expense for income taxes is as follows (in thousands): Year Ended June 30, 2015 2014 2013 Federal Current $ — $ — $ (38 ) Deferred — — — Total Federal — — (38 ) State Current 2 1 2 Deferred — — — Total State 2 1 2 Foreign Current 56 7 80 Deferred — — — Total Foreign 56 7 80 Total Expense $ 58 $ 8 $ 44 A reconciliation of the statutory tax rates and the effective tax rates for each of the years ended June 30 is as follows: 2015 2014 2013 Statutory rate (34.0 %) (34.0 %) (34.0 %) Foreign income tax 0.1 % 0.1 % 0.1 % Change in valuation allowance 34.7 % 27.5 % 12.1 % NOL expiration 0 % 0.0 % 24.3 % R&D tax credit expiration 0 % 0.0 % (3.4 %) Other (0.7 %) 6.4 % 1.3 % Effective rate 0.1 % 0.0 % 0.4 % The tax effects of temporary differences that give rise to significant portions of the Company’s deferred tax assets as of June 30, 2015 and 2014 are presented below (in thousands): 2015 2014 Deferred tax assets: NOL carry forwards $ 84,697 $ 66,699 Research and development credits 13,604 12,264 Property and equipment 3,883 4,055 Other 4,528 5,479 Total 106,712 88,497 Valuation allowance (106,712 ) (88,497 ) Net deferred taxes $ — $ — A valuation allowance is provided when it is more likely than not that some portion or all of the deferred tax assets will not be realized. The valuation allowances for fiscal years 2015 and 2014 have been applied to offset the deferred tax assets in recognition of the uncertainty that such tax benefits will be realized as the Company continues to incur losses. The differences between book income and tax income primarily relate to the temporary differences from depreciation and stock compensation expenses. At June 30, 2015, the Company has available net operating loss carry forwards for federal income tax reporting purposes of approximately $231.0 million and for state income tax reporting purposes of approximately $103.4 million, which expire at various dates between fiscal 2016 and 2035. Pursuant to Section 382 of the Internal Revenue Code of 1986, as amended, the annual utilization of a company’s net operating loss and research credit carry forwards may be limited if the Company experiences a change in ownership as defined in Section 382 of the Internal Revenue Code. The Company’s net operating loss carry forwards available to offset future federal taxable income arising before such ownership changes may be limited. Similarly, the Company may be restricted in using its research credit carry forwards arising before such ownership changes to offset future federal income tax expense. At June 30, 2015, the Company did not have any material unrecognized tax benefits and the Company does not anticipate that its unrecognized tax benefits will significantly change in the next twelve months. The Company will recognize potential interest and penalties related to income tax positions as a component of the provision for income taxes on the Consolidated Statements of Comprehensive Loss in any future periods in which the Company must record a liability. The Company is subject to examination for U.S. Federal and Foreign tax purposes for 2011 and forward and for New Jersey 2012 and forward. The Company conducts business and files tax returns in New Jersey. The majority-owned subsidiary of the Company (IBC Pharmaceuticals, Inc.) is currently under examination by the Internal Revenue Service for the fiscal year ended December 31, 2013. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Jun. 30, 2015 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 10. Related Party Transactions Certain of the Company’s affiliates, including members of its senior management and Board of Directors, as well as their respective family members and other affiliates, have relationships and agreements among themselves as well as with the Company and its affiliates, that create the potential for both real, as well as perceived, conflicts of interest. These include Dr. David M. Goldenberg, the Company’s Chairman, Chief Scientific Officer and Chief Patent Officer, Ms. Cynthia L. Sullivan, the President and Chief Executive Officer, who is the wife of Dr. David M. Goldenberg, and certain companies with which the Company does business, including the Center for Molecular Medicine and Immunology (“CMMI”), which is currently in the process of dissolving, and IBC Pharmaceuticals, Inc. Dr. David M. Goldenberg Dr. David M. Goldenberg was the original founder of Immunomedics in 1982 and continues to play a critical role in its business. He currently serves as Chairman of the Board of Directors, Chief Scientific Officer, and Chief Patent Officer, and is married to the Company’s President and Chief Executive Officer, Cynthia L. Sullivan. Dr. Goldenberg is a party to a number of agreements with the Company involving not only his services, but intellectual property owned by him. License Agreement Pursuant to a License Agreement between Immunomedics and Dr. Goldenberg, certain patent applications owned by Dr. Goldenberg were licensed to Immunomedics at the time of Immunomedics’ formation in exchange for a royalty in the amount of 0.5% of the first $20.0 million of annual net sales of all products covered by any of such patents and 0.25% of annual net sales of such products in excess of $20.0 million. In November 1993, the ownership rights of Immunomedics were extended as part of, and superseded by, Dr. Goldenberg’s employment agreement, with Immunomedics agreeing to diligently pursue all ideas, discoveries, developments and products, into the entire medical field, which, at any time during his past or continuing employment by Immunomedics (but not when performing services for CMMI – see below), Dr. Goldenberg has made or conceived or hereafter makes or conceives, or the making or conception of which he has materially contributed to or hereafter contributes to, all as defined in the Employment Agreement. As stated earlier, CMMI is currently in the process of dissolving. Employment Agreements On July 1, 2011, the Company entered into the Third Amended and Restated Employment Agreement with Dr. Goldenberg for his service to the Company as the Chief Scientific Officer (the “Goldenberg Agreement”). The Goldenberg Agreement covered aspects of his compensation as well his duties and responsibilities at Immunomedics. Under the Goldenberg Agreement, Dr. Goldenberg’s annual base salary was at a minimum of $0.5 million, which was reviewed annually for appropriate increases by the Board of Directors or the Compensation Committee. Dr. Goldenberg is also eligible to participate in any Company incentive compensation plan in place for its senior level executives and was eligible to receive an annual discretionary bonus based upon certain performance standards to be determined by the Compensation Committee. Dr. Goldenberg’s annual bonus target was 50% of his annual base salary, subject to achievement of performance goals, with a potential payout from 0% to 150% of the target amount. The Goldenberg Agreement was terminated effective July 1, 2015. On July 14, 2015, the Company entered into the Amended and Restated Employment Agreement with Dr. Goldenberg (the “Amended and Restated Goldenberg Agreement”), which became effective July 1, 2015. Dr. Goldenberg is also eligible to receive certain additional incentive compensation during the agreement term. For any fiscal year in which the Company records an annual net loss, Dr. Goldenberg shall receive a sum equal to 0.75% of the consideration the Company receives from any licensing agreement, sale of intellectual property or similar transaction with any third party, with certain exceptions as defined in the Goldenberg Agreement. For any fiscal year in which the Company records net income, Dr. Goldenberg shall receive a sum equal to 1.50% of the Company’s Annual Net Revenue as defined in the Goldenberg Agreement for each such fiscal year, and thereafter throughout the non-competition period, as described in the Agreement. Dr. Goldenberg is also eligible to receive royalty payments on royalties received by the Company. For each fiscal year the Company shall pay Dr. Goldenberg a sum equal to a percentage of the annual royalties the Company receives on each of the products for which Dr. Goldenberg is an Inventor, and all products using, related to or derived from products for which Dr. Goldenberg is an Inventor. The percentage of royalties that the Company will pay to Dr. Goldenberg on each patented product will be determined based on the percentage of royalties that the Company must pay to external third parties. Dr. Goldenberg is also eligible to receive minimum payments of $150 thousand during each of the fiscal years, payable in equal quarterly payments, as an advance against the amounts due as additional incentive compensation, royalty payments and dispositions of undeveloped assets. In the event the Company completes a disposition of the Company’s undeveloped assets for which Dr. Goldenberg was an Inventor, the Company will pay Dr. Goldenberg a sum equal to at least twenty percent or more of the consideration the Company receives from each disposition. The Company’s obligation to compensate Dr. Goldenberg upon dispositions of undeveloped assets applies to all dispositions completed within the contract term or within three years thereafter. For the 2015, 2014 and 2013 fiscal years, Dr. Goldenberg received the minimum payment under the employment agreement. Dr. Goldenberg also is compensated by IBC Pharmaceuticals as discussed in greater detail below. Cynthia L. Sullivan Effective July 1, 2014, the Company entered into the Fifth Amended and Restated Employment Agreement with Cynthia L. Sullivan pertaining to Ms. Sullivan’s service to the Company as the Company’s President and Chief Executive Officer (the “Amended Sullivan Agreement”), which terminates on June 30, 2017. Ms. Sullivan’s current annual base salary under the Amended Sullivan Agreement is $0.6 million, which is reviewed annually for appropriate increases by the Board or the Compensation Committee. Ms. Sullivan’s annual bonus target was 50% of her base salary, subject to achievement of performance goals, with a potential payout from 0% to 150% of the target amount. Ms. Sullivan is also eligible to receive equity compensation awards under the Company’s 2014 Long-Term Incentive Plan, or any such successor equity compensation plan as may be in place from time to time. Relationships with The Center for Molecular Medicine and Immunology (CMMI) The Company’s product development has involved, to varying degrees, CMMI, for the performance of certain basic research and patient evaluations, the results of which are made available to the Company pursuant to a collaborative research and license agreement. Dr. Goldenberg was the founder, President and a member of the Board of Trustees of CMMI. The Company has reimbursed CMMI for expenses incurred on behalf of the Company, including amounts incurred pursuant to research contracts, in the amount of approximately $32 thousand during the fiscal year ended June 30, 2013. There were no such payments for the fiscal years ended June 30, 2015 and 2014. In fiscal years ended June 30, 2015, 2014 and 2013, the Company incurred $33 thousand, $26 thousand and $60 thousand, respectively, of legal expenses for patent related matters for patents licensed to Immunomedics from CMMI. However, any inventions made independently of the Company at CMMI are the property of CMMI. CMMI is currently in the process of dissolving. IBC Pharmaceuticals IBC Pharmaceuticals, Inc. (“IBC”) is a majority-owned subsidiary of Immunomedics, Inc. As of June 30, 2015, the shares of IBC Pharmaceuticals, Inc. were held as follows: Stockholder Holdings Percentage of Total Immunomedics, Inc. 5,615,124 shares of Series A Preferred Stock 73.46 % Third Party Investors 628,282 shares of Series B Preferred Stock 8.22 % David M. Goldenberg Millennium Trust 1,399,926 shares of Series C Preferred Stock 18.32 % 100.00 % In the event of a liquidation, dissolution or winding up of IBC, the Series A, B and C Preferred Stockholders would be entitled to $0.6902, $5.17 and $0.325 per share (subject to adjustment), respectively. The Series A and B stockholders would be paid ratably until fully satisfied. The Series C stockholders would be paid only after the Series A and B stockholders have been fully repaid. These liquidation payments would be made only to the extent the assets of IBC are sufficient to make such payments. In each of the fiscal years 2015, 2014 and 2013, Dr. Goldenberg received $84 thousand, $79 thousand and $78 thousand, respectively, in compensation for his services to IBC. At June 30, 2015, Dr. Goldenberg was a director of IBC, while Cynthia L. Sullivan, Peter P. Pfreundschuh, Vice President of Finance and CFO of Immunomedics, Inc., and Chau Cheng, Senior Director, Investor Relations and Corporate Secretary of Immunomedics, Inc., have served as the President, Treasurer and Secretary, respectively, of IBC. |
License and Collaboration Agree
License and Collaboration Agreements | 12 Months Ended |
Jun. 30, 2015 | |
Text Block [Abstract] | |
License and Collaboration Agreements | 11. License and Collaboration Agreements The Bayer Group (formerly Algeta ASA) In January 2013 the Company entered into a collaboration agreement, referred to herein as the Collaboration Agreement, with Algeta ASA (subsequently acquired by The Bayer Group “Bayer”), for the development of epratuzumab to be conjugated with Algeta’s proprietary thorium-227 alpha-pharmaceutical payload. Under the terms of the Collaboration Agreement, the Company has manufactured and supplied clinical-grade antibody to Bayer, which has rights to evaluate the potential of a conjugated thorium-227 epratuzumab for the treatment of patients with cancer. Bayer will fund all non-clinical and clinical development costs up to the end of Phase 1 clinical testing. Upon successful completion of Phase 1 testing, the parties shall negotiate terms for a license agreement at Bayer’s request. The Company and Bayer have agreed to certain parameters in the Collaboration Agreement. Under the terms of the Collaboration Agreement, as amended, Immunomedics received an upfront cash payment and other payments which have been recognized upon the Company fulfilling its obligations under the Collaboration Agreement. For the year ended June 30, 2015, the Company recognized $1.0 million in license and other revenue for the completion of the clinical development milestone as described in the Collaboration Agreement, which required the shipment of sufficient quantities of clinical grade material to Bayer to complete their Phase 1 clinical trial. In addition, in January 2015, the Company recorded revenue of $0.3 million representing an anniversary payment under the agreement. Two similar payments are due over the next two years. For the year ended June 30, 2014, the Company recognized $4.6 million of revenue under this arrangement, which was included in license fee and other revenues, while the related costs of $1.2 million is included in cost of license fee and other revenue. UCB, S.A. On May 9, 2006, the Company entered into an agreement with UCB, S.A., referred to herein as UCB, providing UCB an exclusive worldwide license to develop, manufacture, market and sell epratuzumab for the treatment of all non-cancer indications, referred to herein as the UCB Agreement. Under the terms of the UCB Agreement, the Company received from UCB a non-refundable cash payment totaling $38.0 million. On December 27, 2011, the Company entered into the Amendment Agreement with UCB, referred to herein as the Amendment Agreement. The Amendment Agreement provided UCB the right to sublicense epratuzumab, subject to obtaining the Company’s prior consent, to a third party for the United States and certain other territories. As of June 30, 2015, UCB has not executed a sublicense agreement with a third-party. The Company also issued to UCB on December 27, 2011 a 5-year warrant to purchase one million shares of the Company’s common stock, par value $0.01 per share, at an exercise price of $8.00 per share. In exchange for the right to sublicense its rights in epratuzumab to a third party and the warrant issuance, the Company received a non-refundable cash payment of $30.0 million in January 2012. Further, under the terms of the Amendment Agreement, UCB surrendered its buy-in right with respect to epratuzumab in the field of oncology, which had been granted under the UCB Agreement. Collectively, pursuant to the UCB Agreement and the Amendment Agreement, the Company is entitled to receive (i) up to $130.0 million in cash payments and $20.0 million in equity investments in regulatory milestone payments and (ii) up to $260.0 million related to the achievement of specified product sales milestones. The Company is also entitled to product royalties ranging from mid-teen to mid-twenty percentage of aggregate annual net sales under the UCB Agreement during the product royalty term. No development milestone, commercialization milestone or royalty payments were achieved through June 30, 2015. There can be no assurance that the development or commercialization milestones or royalty payment thresholds under the UCB Agreement and Amendment Agreement will be met and therefore there can be no assurance that the Company will receive such future payments. On July 28, 2015, UCB announced that the two Phase 3 EMBODY™ clinical trials for epratuzumab in SLE did not meet the primary clinical efficacy endpoints in either dose in both studies. UCB is in the process of analyzing the full set of data from both studies. The Agreement with UCB is still in effect. At this time it is unclear if any milestones will be achieved. The Agreement commenced on May 9, 2006 and shall terminate in accordance with the terms thereof or by mutual written consent, unless UCB decides to cease all development and commercialization of epratuzumab pursuant to the Agreement. Either the Company or UCB has the right to terminate the Agreement by notice in writing to the other party upon or after any material breach of the Agreement by the other party, if the other party has not cured the breach within 60 days after written notice to cure has been given, with certain exceptions. Upon termination of the Agreement, among other things, all rights and licenses granted by the Company to UCB shall terminate, all rights of UCB under the Immunomedics Patent Rights (as defined in the Agreement) and Immunomedics Know-How (as defined in the Agreement) shall revert to the Company, and UCB shall cease all use of the Immunomedics Patent Rights and Immunomedics Know-How. Further, all regulatory filings and Approvals (as defined in the Agreement) and any other documents relating to or necessary to further develop and commercialize the Licensed Compound (as defined in the Agreement) and Licensed Products (as defined in the Agreement), including, without limitation, all sublicenses granted by UCB, and all of UCB’s right, title and interest therein and thereto, shall be assigned to the Company at the Company’s option. No additional amounts shall be payable on events occurring after the effective date of termination. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Jun. 30, 2015 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 12. Commitments and Contingencies Employment Contracts Effective July 1, 2014, the Company entered into the Fifth Amended and Restated Employment Agreement with Cynthia L. Sullivan pertaining to Ms. Sullivan’s service to the Company as the Company’s President and Chief Executive Officer (see Note 10). Ms. Sullivan’s annual base salary under this new agreement is $0.6 million, which shall be reviewed annually for appropriate increases by the Board of Directors or the Compensation Committee. Effective July 1, 2015 the Company entered into the Amended and Restated Goldenberg Agreement with Dr. David M. Goldenberg pertaining to Dr. Goldenberg’s service to the Company as its Chief Scientific Officer and Chief Patent Officer. This agreement provides for a guaranteed salary of $0.6 million and $0.15 million for guaranteed royalties for Dr. Goldenberg for the fiscal years 2016 through 2020 (see Note 15). Operating Lease Immunomedics is obligated under an operating lease for facilities used for research and development, manufacturing and office space, expiring in October 2031 at a base annual rate of $0.8 million, which is fixed through October 2016 and increases thereafter every five years. Rental expense related to this lease was approximately $0.8 million for fiscal years 2015, 2014 and 2013. The minimum lease commitments for the non-cancelable term of the facility lease described above are as follows for fiscal years (in thousands): 2016 $ 838 2017 $ 929 2018 $ 974 2019 $ 974 2020 $ 974 Thereafter $ 11,736 Legal Matters Shareholder complaints: During the fiscal year ended June 30, 2014, two separate shareholder derivative complaints were filed against the Company. First, on March 24, 2014, a complaint styled Kops v. Goldenberg, et al., Breitman v. Sullivan, et al., Kops Breitman A putative class action lawsuit, styled Nasyrova v. Immunomedics, Inc., Other matters: Immunomedics is also a party to various claims and litigation arising in the normal course of business, which includes some or all of certain of its patents. While it is not possible to determine the outcome of these matters, the Company believes that the resolution of all such matters will not have a material adverse effect on its consolidated financial position or liquidity, but could possibly be material to its consolidated results of operations in any one accounting period. Patent litigation: On June 26, 2015, Immunomedics filed a complaint in the United State District Court for the District of New Jersey, against The Board of Directors of Roger Williams Medical Center (“RWMC”), Richard P. Junghans, M.D., Ph.D., Steven C. Katz, M.D., and the Office of the Board of Advisors of Tufts University School of Medicine. The complaint alleges that RWMC and Dr. Junghans breached a Material Transfer Agreement (“MTA”) through which it provided to them a monoclonal antibody known as MN-14 and related materials. Those parties are alleged to have breached the MTA and to have been negligent by, among other things, using the materials beyond the agreed Research Project, sharing confidential information, failing to notify Immunomedics of intended publications prior to publishing, and refusing to return the materials upon request. Immunomedics also asserts against all defendants claims of intentional interference with perspective economic gain and contracts, misappropriation, conversion, bailment, and several copyright violations. Arbitration Settlement: On April 15, 2009, the Company initiated an arbitration proceeding before the Financial Industry Regulatory Authority (“FINRA”) against its former investment advisor/broker-dealer, Banc of America Investment Services, Inc., and Banc of America Securities, LLC, relating to its prior investment in certain securities. On March 27, 2013, the Company reached a settlement in such matter. Pursuant to the settlement, the Company received a gross settlement amount of $18.0 million, dismissed the proceeding with prejudice, and together with the broker-dealer, released each other from all claims and liabilities arising out of the arbitration. The Company received the net amount of approximately $16.7 million after payment of expenses and legal fees. |
Geographic Segments
Geographic Segments | 12 Months Ended |
Jun. 30, 2015 | |
Segment Reporting [Abstract] | |
Geographic Segments | 13. Geographic Segments Immunomedics manages its operations as one line of business of researching, developing, manufacturing and marketing biopharmaceutical products, particularly antibody-based products for the targeted treatment of cancer, autoimmune and other serious diseases, and it currently reports as a single industry segment. The following table presents financial information based on the geographic location of the facilities of Immunomedics as of and for the years ended (in thousands): June 30, 2015 United States Europe Total Total assets $ 104,168 $ 1,612 $ 105,780 Property and equipment, net 2,234 8 2,242 Revenues 3,054 2,599 5,653 (Loss) income before income tax expense (48,192 ) 126 (48,066 ) June 30, 2014 United States Europe Total Total assets $ 44,926 $ 2,560 $ 47,486 Property and equipment, net 1,895 — 1,895 Revenues 5,947 3,095 9,042 Loss before income tax expense (35,452 ) (71 ) (35,523 ) June 30, 2013 United States Europe Total Total assets $ 45,552 $ 2,375 $ 47,927 Property and equipment, net 2,087 — 2,087 Revenues 2,011 2,951 4,962 (Loss) income before income tax expense (11,630 ) 188 (11,442 ) |
Defined Contribution Plans
Defined Contribution Plans | 12 Months Ended |
Jun. 30, 2015 | |
Compensation and Retirement Disclosure [Abstract] | |
Defined Contribution Plans | 14. Defined Contribution Plans U.S. employees are eligible to participate in the Company’s 401(k) plan, while employees in international locations are eligible to participate in other defined contribution plans. Aggregate Company contributions to its benefit plans totaled approximately $99 thousand, $96 thousand and $98 thousand for the years ended June 30, 2015, 2014 and 2013, respectively. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Jun. 30, 2015 | |
Subsequent Events [Abstract] | |
Subsequent Events | 15. Subsequent Events Effective July 1, 2015, the Company entered into the Amended and Restated Employment Agreement with Dr. Goldenberg pertaining to Dr. Goldenberg’s service to the Company as the Company’s Chairman of the Board, Chief Scientific Officer and Chief Patent Officer. The Amended and Restated Goldenberg Agreement will continue, unless earlier terminated by the parties, until July 1, 2020. Dr. Goldenberg’s current annual base salary under the Amended and Restated Goldenberg Agreement is $0.6 million, which shall be reviewed annually for appropriate increases by the Board or the Compensation Committee. Dr. Goldenberg is also eligible to participate in the Company’s incentive compensation plan in place for its senior level executives. Dr. Goldenberg’s annual bonus target is 50% of his base salary, subject to achievement of performance goals established by the Compensation Committee, with a potential payout from 0 to 150% of the target amount. Dr. Goldenberg will also be eligible to receive equity compensation awards under the Company’s 2014 Long-Term Incentive Plan, or any such successor equity compensation plan as may be in place from time to time, at the discretion of the Compensation Committee. In lieu of any annual performance equity or equity-based grants throughout the term of the Amended and Restated Goldenberg Agreement, Dr. Goldenberg received a grant of 1,500,000 Performance Units (as such term is defined in the 2014 Long Term Incentive Plan), which shall vest, if at all, after the three (3) year period commencing on the grant date of July 14, 2015, provided the applicable performance milestones are met and conditioned upon Dr. Goldenberg’s continued employment through the vesting period, subject to the terms and conditions of the Restricted Stock Units Notice and the Restricted Stock Units Agreement and such other terms and conditions as set forth in the grant agreement (the “Performance Unit Grant”). On July 28, 2015, UCB announced that the two Phase 3 EMBODY™ clinical trials for epratuzumab in SLE did not meet the primary clinical efficacy endpoints in either dose in both studies. Treatment response in patients who received epratuzumab in addition to standard therapy was not statistically significant when compared to those who received placebo in addition to standard therapy. UCB is in the process of analyzing the full set of data from both studies. A high level review of the safety data did not identify any new safety concerns. |
Quarterly Results of Operations
Quarterly Results of Operations | 12 Months Ended |
Jun. 30, 2015 | |
Quarterly Financial Information Disclosure [Abstract] | |
Quarterly Results of Operations | 16 Quarterly Results of Operations (Unaudited) The following table present summarized unaudited quarterly financial data: Three Months Ended June 30, March 31, 2015 December 31, 2014 September 30, 2014 (In thousands, except for per share amounts) Consolidated Statements of Comprehensive Loss Data: Revenues $ 2,395 $ 1,183 $ 1,003 $ 1,072 Net loss attributable to Immunomedics, Inc. (12,401 ) (11,756 ) (11,435 ) (12,410 ) Loss per common share attributable to Immunomedics Inc. – basic and diluted $ (0.13 ) $ (0.13 ) $ (0.12 ) $ (0.13 ) Weighted average shares used to calculate loss per common share – basic and diluted 93,657 93,352 93,157 93,098 Three Months Ended June 30, March 31, 2014 December 31, 2013 September 30, 2013 (In thousands, except for per share amounts) Consolidated Statements of Comprehensive Loss Data: Revenues $ 1,188 $ 1,154 $ 1,202 $ 5,498 Net loss attributable to Immunomedics, Inc. (11,846 ) (9,506 ) (8,873 ) (5,201 ) Loss per common share attributable to Immunomedics Inc. – basic and diluted $ (0.13 ) $ (0.11 ) $ (0.12 ) $ (0.06 ) Weighted average shares used to calculate loss per common share – basic and diluted 89,084 83,340 83,175 82,947 |
Schedule II - Valuation and Qua
Schedule II - Valuation and Qualifying Reserves | 12 Months Ended |
Jun. 30, 2015 | |
Valuation and Qualifying Accounts [Abstract] | |
Schedule II - Valuation and Qualifying Reserves | Immunomedics, Inc. and Subsidiaries Schedule II – Valuation and Qualifying Reserves For the Fiscal Years Ended June 30, 2015, 2014 and 2013 Allowance for Doubtful Accounts Year ended: Balance at Year Changes Credits to Other Balance at June 30, 2013 $ (54,809 ) $ 5,544 $ — $ — $ (49,265 ) June 30, 2014 $ (49,265 ) $ (39,344 ) $ — $ — $ (88,609 ) June 30, 2015 $ (88,609 ) $ 34,432 $ — $ — $ (54,177 ) |
Summary of Significant Accoun24
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Jun. 30, 2015 | |
Accounting Policies [Abstract] | |
Principles of Consolidation and Presentation | Principles of Consolidation and Presentation The consolidated financial statements include the accounts of Immunomedics and its majority-owned subsidiaries. Noncontrolling interests in consolidated subsidiaries in the Consolidated Balance Sheets represent minority stockholders’ proportionate share of the (deficit) equity in such subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reported period. Actual results could differ from those estimates. The Company’s significant estimates and assumptions relate to revenue recognition, allowance for doubtful accounts, valuation of inventory and property and equipment, useful lives of property and equipment, accrued liabilities, stock compensation expenses, income tax uncertainties and other contingencies. |
Foreign Currencies | Foreign Currencies For subsidiaries outside of the United States that operate in a local currency environment, income and expense items are translated to United States dollars at the monthly average rates of exchange prevailing during the year, assets and liabilities are translated at year-end exchange rates and equity accounts are translated at historical exchange rates. Translation adjustments are accumulated in a separate component of stockholders’ equity in the Consolidated Balance Sheets and the Consolidated Statements of Changes in Stockholders’ (Deficit) Equity and are included in the determination of comprehensive (loss) income in the Consolidated Statements of Comprehensive Loss. Transaction gains and losses are included in the determination of net loss in the Consolidated Statements of Comprehensive Loss. As of June 30, 2015 and 2014, the cumulative unrealized foreign currency translation (loss) gain included in accumulated other comprehensive (loss) income was approximately ($0.2) million as compared to $0.3 million, respectively. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all liquid investments purchased with an original maturity of three months or less to be cash equivalents and all investments with maturities of greater than three months from date of purchase are classified as marketable securities available-for-sale. |
Marketable securities | Marketable securities Marketable securities, all of which are available-for-sale, consist of corporate debt securities, U.S. bonds, U.S. sponsored agencies and municipal bonds. Marketable securities are carried at fair value, with unrealized gains and losses, net of related income taxes, reported as accumulated other comprehensive (loss) income, except for losses from impairments which are determined to be other-than-temporary. Realized gains and losses, and declines in value judged to be other-than-temporary on available-for-sale securities are included in the determination of net loss and are included in interest and other income (net), at which time the average cost basis of these securities are adjusted to fair value. Fair values are based on quoted market prices at the reporting date. Interest and dividends on available-for-sale securities are included interest and other income (net). |
Accounts Receivable | Accounts Receivable Credit is extended to customers based upon an evaluation of the customer’s financial condition. Accounts receivable are recorded at net realizable value. The Company utilizes a specific identification accounts receivable reserve methodology based on a review of outstanding balances and previous activities to determine the allowance for doubtful accounts. The Company charges off uncollectible receivables at the time the Company determines the receivable is no longer collectible. The Company does not require collateral or other security to support financial instruments subject to credit risk. |
Concentration of Credit Risk | Concentration of Credit Risk Cash, cash equivalents and marketable securities are financial instruments that potentially subject the Company to concentration of credit risk. Immunomedics periodically invests its cash in corporate debt securities, U.S. bonds, U.S. sponsored agencies and municipal bonds with strong credit ratings. Immunomedics has established guidelines relative to diversification and maturities that are designed to help ensure safety and liquidity. These guidelines are periodically reviewed to take advantage of trends in yields and interest rates. |
Inventory | Inventory Inventory, which consists of the finished product of LeukoScan ® |
Property and Equipment and Impairment of Assets | Property and Equipment and Impairment of Assets Property and equipment are stated at cost and are depreciated on a straight-line basis over the estimated useful lives (5-10 years) of the respective assets. Leasehold improvements are capitalized and amortized over the lesser of the remaining life of the lease or the estimated useful life of the asset. Immunomedics reviews long-lived long-lived |
Life Insurance Policies | Life Insurance Policies The Company has life insurance policies on Dr. David M. Goldenberg, the Company’s Chairman of the Board of Directors, Chief Scientific Officer, and Chief Patent Officer, which are for the benefit of the Company. When the Company is the beneficiary of the policy, and there are no other contractual arrangements between the Company and Dr. Goldenberg, the Company recognizes the amount that could be realized under the insurance arrangement as an asset in the Consolidated Balance Sheets. |
Revenue Recognition | Revenue Recognition The Company has accounted for revenue arrangements that include multiple deliverables as a separate unit of accounting if both of the following criteria are met: a) the delivered item has value to the customer on a standalone basis, and b) if the right of return exists, delivery of the undelivered items is considered probable and substantially in the control of the vendor. If these criteria are not met, the revenue elements must be considered a single unit of accounting for purposes of revenue recognition. The Company allocates revenue consideration, excluding contingent consideration, based on the relative selling prices of the separate units of accounting contained within an arrangement containing multiple deliverables. Relative selling prices are determined using vendor specific objective evidence, if it exists; otherwise third-party evidence or the Company’s best estimate of selling price is used for each deliverable. Payments received under contracts to fund certain research activities are recognized as revenue in the period in which the research activities are performed. Payments received in advance that are related to future performance are deferred and recognized as revenue when the research projects are performed. Upfront nonrefundable fees associated with license and development agreements where the Company has continuing involvement in the agreement are recorded as deferred revenue and recognized over the estimated service period. The Company estimates the period of continuing involvement based on the best evidential matter available at each reporting period. If the estimated service period is subsequently modified, the period over which the upfront fee is recognized is modified accordingly on a prospective basis. In order to determine the revenue recognition for contingent milestones, the Company evaluates the contingent milestones using the criteria as provided by the Financial Accounting Standards Boards (“FASB”) guidance on the milestone method of revenue recognition, as explained in ASU 2010-17, “ Milestone Method of Revenue Recognition” Revenue from the sale of diagnostic products is recorded when there is persuasive evidence that an arrangement exists, delivery has occurred, the price is fixed and determinable or collectability is reasonably assured. Allowances, if any, are established for uncollectible amounts, estimated product returns and discounts. Since allowances are recorded based on management’s estimates, actual amounts may be different in the future. |
Research and Development Costs | Research and Development Costs Research and development costs are expensed as incurred. Costs incurred for clinical trials for patients and investigators are expensed as services are performed in accordance with the agreements in place with the institutions. |
Reimbursement of Research and Development Costs | Reimbursement of Research and Development Costs Reimbursement toward research and development costs under collaboration agreements are included as a reduction of research and development expenses. The Company records these reimbursements as a reduction of research and development expenses as the Company’s partner in the collaboration agreement has the financial risks and responsibility for conducting these research and development activities. |
Manufacturing Costs | Manufacturing Costs Manufacturing costs incurred in relation to the development of materials produced in order to fulfill contractual obligations are deferred and are recorded in other current assets until the product is delivered in accordance with the terms of the agreement. |
Income Taxes | Income Taxes The Company uses the asset and liability method to account for income taxes, including the recognition of deferred tax assets and deferred tax liabilities for the anticipated future tax consequences attributable to differences between financial statements amounts and their respective tax bases. The Company reviews its deferred tax assets for recovery. A valuation allowance is established when the Company believes that it is more likely than not that its deferred tax assets will not be realized. Changes in valuation allowances from period to period are included in the Company’s tax provision in the period of change. The Company does not have an accrual for uncertain tax positions as of June 30, 2015 or 2014. The U.S. Federal statute of limitation remains open for the fiscal years 2010 onward. The Company’s tax returns filed in foreign jurisdictions remain open for the fiscal years 2011 onward. State income tax returns are generally subject to examination for a period of 3-5 years after filing of the respective return. The Company conducts business and files tax returns in New Jersey. |
Net Loss Per Share Allocable to Common Stockholders | Net Loss Per Share Allocable to Common Stockholders Basic net loss per share is calculated using the weighted average number of shares of common stock and vested restricted shares outstanding. Diluted net income per share is based upon the weighted average number of shares of common stock and dilutive potential shares of common stock outstanding. During fiscal years 2015, 2014 and 2013, no potential shares of common stock were included in the calculation since their affect would be anti-dilutive due to the operating losses. The common stock equivalents excluded from the earnings per share calculation are 25,815,581, 7,096,981 and 7,215,449 for the fiscal years ended June 2015, 2014 and 2013, respectively. |
Stock-Based Compensation | Stock-Based Compensation The Company utilizes stock-based compensation in the form of stock options, stock appreciation rights, stock awards, stock unit awards, performance shares, cash-based performance units and other stock-based awards, each of which may be granted separately or in tandem with other awards. The grant-date fair value of stock awards is based upon the underlying price of the stock on the date of grant. The grant-date fair value of stock option awards must be determined using an option pricing model. Option pricing models require the use of estimates and assumptions as to (a) the expected term of the option, (b) the expected volatility of the price of the underlying stock and (c) the risk-free interest rate for the expected term of the option. The Company uses the Black-Scholes-Merton option pricing formula for determining the grant-date fair value of such awards. The expected term of the option is based upon the contractual term and expected employee exercise and expected post-vesting employment termination behavior. The expected volatility of the price of the underlying stock is based upon the historical volatility of the Company’s stock computed over a period of time equal to the expected term of the option. The risk free interest rate is based upon the implied yields currently available from the U.S. Treasury yield curve in effect at the time of the grant. Pre-vesting forfeiture rates are estimated based upon past voluntary termination behavior and past option forfeitures. The fair value of each option granted during the years ended June 30, 2015, 2014 and 2013 is estimated on the date of grant using the Black-Scholes option-pricing Years ended June 30, 2015 2014 2013 Expected dividend yield 0% 0% 0% Expected option term (years) 5.07 3.85 5.35 Expected stock price volatility 57% 65% 69% Risk-free interest rate 1.37% - 1.72% 0.03% - 1.79% 0.98% - 1.84% The Company uses historical data to estimate forfeitures. The expected term of options granted represents the period of time that options granted are expected to be outstanding. Expected stock price volatility was calculated based on the Company’s daily stock trading history. The weighted average of the expected option term increased to 5.07 years for year ended June 30, 2015 over the previous year as a result of the issuance of short-term options in fiscal year 2014 to the former chief financial officer. Aside from these stock options to the former chief financial officer the expected option term for other stock options granted during the year ended June 30, 2014 was 5.1 years. The risk-free rate for periods within the expected term of the option is based on the U.S. Treasury yield curve in effect at the time of grant. The lower risk-free interest rate for the fiscal year ended June 30, 2014 resulted from the short-term rate for the stock options granted to the former chief financial officer in that year. |
Financial Instruments | Financial Instruments The carrying amounts of cash and cash equivalents, other current assets and current liabilities approximate fair value due to the short-term |
Reclassification | Reclassification Certain prior period balances have been reclassified to conform to the current period presentation. |
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements In April 2015, the FASB issued Accounting Standard Update (“ASU”) 2015-03, “ Interest – Imputation of Interest: Simplifying the Presentation of Debt Issuance Costs In August 2014, the FASB issued ASU 2014-15, “ Presentation of Financial Statements – Going Concern: Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern On May 28, 2014, the FASB issued ASU 2014-09, “ Revenue from Contracts with Customers |
Summary of Significant Accoun25
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Jun. 30, 2015 | |
Accounting Policies [Abstract] | |
Schedule of Options Weighted-Average Assumptions | The fair value of each option granted during the years ended June 30, 2015, 2014 and 2013 is estimated on the date of grant using the Black-Scholes option-pricing Years ended June 30, 2015 2014 2013 Expected dividend yield 0% 0% 0% Expected option term (years) 5.07 3.85 5.35 Expected stock price volatility 57% 65% 69% Risk-free interest rate 1.37% - 1.72% 0.03% - 1.79% 0.98% - 1.84% |
Marketable Securities (Tables)
Marketable Securities (Tables) | 12 Months Ended |
Jun. 30, 2015 | |
Investments, Debt and Equity Securities [Abstract] | |
Components of Marketable Securities | Marketable securities at June 30, 2015 and 2014 consist of the following (in thousands): Amortized Gross Gross Fair Value June 30, 2015 U.S. Treasury Bonds $ 13,375 $ 14 $ — $ 13,389 U.S. Government Sponsored Agencies 46,694 34 (9 ) 46,719 Corporate Debt Securities 26,085 2 (29 ) 26,058 $ 86,154 $ 50 $ (38 ) $ 86,166 Amortized Gross Gross Fair Value June 30, 2014 U.S. Treasury Bonds $ 8,537 $ 1 $ (1 ) $ 8,537 U.S. Government Sponsored Agencies 7,458 — (1 ) 7,457 Corporate Debt Securities 18,876 12 (11 ) 18,877 $ 34,871 $ 13 $ (13 ) $ 34,871 |
Maturities of Debt Securities Classified as Available-for-Sale | Maturities of debt securities classified as available-for-sale were as follows at June 30, 2015 (in thousands): Fair Value Net Carrying Due within one year $ 46,516 $ 46,646 Due after one year through five years 39,650 39,831 $ 86,166 $ 86,477 |
Estimated Fair Value of Finan27
Estimated Fair Value of Financial Instruments (Tables) | 12 Months Ended |
Jun. 30, 2015 | |
Fair Value Disclosures [Abstract] | |
Financial Assets Recorded on Condensed Consolidated Balance Sheets | Financial instruments recorded on the consolidated balance sheets as of June 30, 2015 and 2014 are categorized based on the inputs to the valuation techniques as follows (in thousands): • Level 1 • Level 2 • Level 3 Cash equivalents and marketable securities: ($ in thousands) Level 1 Level 2 Level 3 Total June 30, 2015 Money Market Funds $ 10,138 $ — $ — $ 10,138 Marketable Securities: U.S. Treasury Bonds 13,389 — — 13,389 U.S. Government Sponsored Agencies 46,719 — — 46,719 Corporate Debt Securities 26,058 — — 26,058 Total $ 96,304 $ — $ — $ 96,304 ($ in thousands) Level 1 Level 2 Level 3 Total June 30, 2014 Money Market Funds $ 367 $ — $ — $ 367 Marketable Securities: U.S. Treasury Bonds 8,537 — — 8,537 U.S. Government Sponsored Agencies 7,457 — — 7,457 Corporate Debt Securities 18,877 — — 18,877 Total $ 35,238 $ — $ — $ 35,238 |
Schedule of Carrying Amounts and Estimated Fair Values (Level 2) of Debt Instruments | The carrying amounts and estimated fair values (Level 2) of debt instruments are as follows (in thousands): As of June 30, 2015 As of June 30, 2014 Carrying Estimated Carrying Estimated Convertible Senior Notes $ 96,625 $ 103,800 $ — $ — |
Property and Equipment (Tables)
Property and Equipment (Tables) | 12 Months Ended |
Jun. 30, 2015 | |
Property, Plant and Equipment [Abstract] | |
Summary of Property and Equipment | Property and equipment consisted of the following at June 30 (in thousands): 2015 2014 Machinery and equipment $ 8,410 $ 7,917 Leasehold improvements 18,192 18,125 Furniture and fixtures 939 933 Computer equipment 2,591 2,233 30,132 29,208 Accumulated depreciation and amortization (27,890 ) (27,313 ) $ 2,242 $ 1,895 |
Accounts Payable and Accrued 29
Accounts Payable and Accrued Expenses (Tables) | 12 Months Ended |
Jun. 30, 2015 | |
Payables and Accruals [Abstract] | |
Summary of Accounts Payable and Accrued Expenses | Accounts payable and accrued expenses consisted of the following at June 30 (in thousands): 2015 2014 Clinical trial accruals $ 5,238 $ 1,981 Trade accounts payable 3,284 3,009 Accrued interest expense 1,821 — Executive bonus 600 688 Legal expenses 101 690 Miscellaneous other current liabilities 764 519 $ 11,808 $ 6,887 |
Stockholders' (Deficit) Equity
Stockholders' (Deficit) Equity (Tables) | 12 Months Ended |
Jun. 30, 2015 | |
Equity [Abstract] | |
Summary of Options | Information concerning options for the years ended June 30, 2015, 2014 and 2013 is summarized as follows: Number of Shares Weighted Average Exercise Price 2015 2014 2013 2015 2014 2013 Options outstanding, beginning of year 5,308,617 5,726,874 5,799,100 $ 3.41 $ 3.30 $ 3.72 Options granted 955,361 1,216,729 759,900 $ 3.82 $ 4.79 $ 3.59 Options exercised (1,217,575 ) (535,730 ) (88,594 ) $ 2.46 $ 3.36 $ 3.00 Options expired or forfeited (521,063 ) (1,099,256 ) (743,532 ) $ 4.50 $ 4.35 $ 6.96 Options outstanding, end of year 4,525,340 5,308,617 5,726,874 $ 3.48 $ 3.41 $ 3.30 Options exercisable, end of year 3,115,798 4,121,942 4,572,716 $ 3.27 $ 3.18 $ 3.21 |
Options Outstanding under Plan | The following table summarizes information concerning options outstanding under the Plan at June 30, 2015: Range of exercise price Number outstanding at June 30, 2015 Weighted average exercise price Weighted average remaining term (yrs.) Number exercisable at June 30, 2015 Weighted average exercise price $1.59 - 3.00 1,179,063 $ 2.51 1.00 1,176,938 $ 2.52 3.01 - 5.00 3,005,121 3.65 4.43 1,776,953 3.59 5.01 - 7.00 341,156 5.30 5.14 161,907 5.28 4,525,340 $ 3.48 3.59 3,115,798 3.27 |
Non-Vested Restricted Stock Units | A summary of the Company’s non-vested restricted stock units at June 30, 2015, and changes during the year ended June 30, 2015 is presented below: Non-Vested Restricted Stock Number of Awards Weighted-Average Grant Date Non-vested at July 1, 2014 788,364 $ 4.64 Restricted Units Granted 277,313 3.51 Vested/Exercised (358,796 ) 4.43 Non-vested at June 30, 2015 706,881 $ 4.30 |
Summary of Stock-Based Compensation Expense by Consolidated Statements of Comprehensive Loss Line Items | The following table summarizes the stock-based compensation expense by the consolidated statements of comprehensive loss line items for the fiscal years ended June 30, 2015, 2014 and 2013 (in thousands): Fiscal Year Ended June 30, 2015 2014 2013 Research and development $ 1,673 $ 1,931 $ 1,359 General and administrative 1,116 1,287 906 Total expense $ 2,789 $ 3,218 $ 2,265 |
Components of Accumulated Other Comprehensive (Loss) Income | The components of accumulated other comprehensive (loss) income were as follows: Currency Translation Adjustments Net Unrealized Gains Accumulated Other Balance, June 30, 2012 $ 80,161 $ — $ 80,161 Change for the year 81,669 — 81,669 Balance, June 30, 2013 161,830 — 161,830 Other comprehensive income before reclassifications 100,094 7,430 107,524 Amounts reclassified from accumulated other comprehensive income (a) — (7,517 ) (7,517 ) Net current-period other comprehensive income (loss) 100,094 (87 ) 100,007 Balance, June 30, 2014 261,924 (87 ) 261,837 Other comprehensive income before reclassifications (434,617 ) 22,703 (411,914 ) Amounts reclassified from accumulated other comprehensive (loss) income (a) — (11,015 ) (11,015 ) Net current-period other comprehensive (loss) income (434,617 ) 11,688 (422,929 ) Balance, June 30, 2015 $ (172,693 ) $ 11,601 $ (161,092 ) (a) For the fiscal years ended June 30, 2015 and 2014, $11,015 and $7,517 were reclassified from accumulated other comprehensive income to interest and other income, respectively. |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Jun. 30, 2015 | |
Income Tax Disclosure [Abstract] | |
Expense for Income Taxes | The expense for income taxes is as follows (in thousands): Year Ended June 30, 2015 2014 2013 Federal Current $ — $ — $ (38 ) Deferred — — — Total Federal — — (38 ) State Current 2 1 2 Deferred — — — Total State 2 1 2 Foreign Current 56 7 80 Deferred — — — Total Foreign 56 7 80 Total Expense $ 58 $ 8 $ 44 |
Reconciliation of Statutory Tax Rates and Effective Tax Rates | A reconciliation of the statutory tax rates and the effective tax rates for each of the years ended June 30 is as follows: 2015 2014 2013 Statutory rate (34.0 %) (34.0 %) (34.0 %) Foreign income tax 0.1 % 0.1 % 0.1 % Change in valuation allowance 34.7 % 27.5 % 12.1 % NOL expiration 0 % 0.0 % 24.3 % R&D tax credit expiration 0 % 0.0 % (3.4 %) Other (0.7 %) 6.4 % 1.3 % Effective rate 0.1 % 0.0 % 0.4 % |
Tax Effects of Temporary Differences in Deferred Tax Assets | The tax effects of temporary differences that give rise to significant portions of the Company’s deferred tax assets as of June 30, 2015 and 2014 are presented below (in thousands): 2015 2014 Deferred tax assets: NOL carry forwards $ 84,697 $ 66,699 Research and development credits 13,604 12,264 Property and equipment 3,883 4,055 Other 4,528 5,479 Total 106,712 88,497 Valuation allowance (106,712 ) (88,497 ) Net deferred taxes $ — $ — |
Related Party Transactions (Tab
Related Party Transactions (Tables) | 12 Months Ended |
Jun. 30, 2015 | |
Related Party Transactions [Abstract] | |
Shares of IBC Pharmaceuticals, Inc. | As of June 30, 2015, the shares of IBC Pharmaceuticals, Inc. were held as follows: Stockholder Holdings Percentage of Total Immunomedics, Inc. 5,615,124 shares of Series A Preferred Stock 73.46 % Third Party Investors 628,282 shares of Series B Preferred Stock 8.22 % David M. Goldenberg Millennium Trust 1,399,926 shares of Series C Preferred Stock 18.32 % 100.00 % |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Jun. 30, 2015 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Minimum Lease Commitments for Facilities | The minimum lease commitments for the non-cancelable term of the facility lease described above are as follows for fiscal years (in thousands): 2016 $ 838 2017 $ 929 2018 $ 974 2019 $ 974 2020 $ 974 Thereafter $ 11,736 |
Geographic Segments (Tables)
Geographic Segments (Tables) | 12 Months Ended |
Jun. 30, 2015 | |
Segment Reporting [Abstract] | |
Financial Information Based on Geographic Location of Facilities | The following table presents financial information based on the geographic location of the facilities of Immunomedics as of and for the years ended (in thousands): June 30, 2015 United States Europe Total Total assets $ 104,168 $ 1,612 $ 105,780 Property and equipment, net 2,234 8 2,242 Revenues 3,054 2,599 5,653 (Loss) income before income tax expense (48,192 ) 126 (48,066 ) June 30, 2014 United States Europe Total Total assets $ 44,926 $ 2,560 $ 47,486 Property and equipment, net 1,895 — 1,895 Revenues 5,947 3,095 9,042 Loss before income tax expense (35,452 ) (71 ) (35,523 ) June 30, 2013 United States Europe Total Total assets $ 45,552 $ 2,375 $ 47,927 Property and equipment, net 2,087 — 2,087 Revenues 2,011 2,951 4,962 (Loss) income before income tax expense (11,630 ) 188 (11,442 ) |
Quarterly Results of Operatio35
Quarterly Results of Operations (Tables) | 12 Months Ended |
Jun. 30, 2015 | |
Quarterly Financial Information Disclosure [Abstract] | |
Summarized Unaudited Quarterly Financial Data | The following table present summarized unaudited quarterly financial data: Three Months Ended June 30, March 31, 2015 December 31, 2014 September 30, 2014 (In thousands, except for per share amounts) Consolidated Statements of Comprehensive Loss Data: Revenues $ 2,395 $ 1,183 $ 1,003 $ 1,072 Net loss attributable to Immunomedics, Inc. (12,401 ) (11,756 ) (11,435 ) (12,410 ) Loss per common share attributable to Immunomedics Inc. – basic and diluted $ (0.13 ) $ (0.13 ) $ (0.12 ) $ (0.13 ) Weighted average shares used to calculate loss per common share – basic and diluted 93,657 93,352 93,157 93,098 Three Months Ended June 30, March 31, 2014 December 31, 2013 September 30, 2013 (In thousands, except for per share amounts) Consolidated Statements of Comprehensive Loss Data: Revenues $ 1,188 $ 1,154 $ 1,202 $ 5,498 Net loss attributable to Immunomedics, Inc. (11,846 ) (9,506 ) (8,873 ) (5,201 ) Loss per common share attributable to Immunomedics Inc. – basic and diluted $ (0.13 ) $ (0.11 ) $ (0.12 ) $ (0.06 ) Weighted average shares used to calculate loss per common share – basic and diluted 89,084 83,340 83,175 82,947 |
Business Overview - Additional
Business Overview - Additional Information (Detail) | 1 Months Ended | 12 Months Ended |
Feb. 28, 2015USD ($) | Jun. 30, 2015USD ($)Subsidiary | |
Basis Of Presentation And Summary Of Significant Accounting Policies [Line Items] | ||
Number of subsidiaries | Subsidiary | 2 | |
Cash, cash equivalents and marketable securities | $ 99,600,000 | |
4.75% Convertible Senior Notes Due 2020 [Member] | ||
Basis Of Presentation And Summary Of Significant Accounting Policies [Line Items] | ||
Debt instrument, face amount | $ 100,000,000 | |
Debt instrument, stated percentage | 4.75% | |
Net proceeds from debt | $ 96,300,000 | |
Convertible Notes Payable [Member] | 4.75% Convertible Senior Notes Due 2020 [Member] | ||
Basis Of Presentation And Summary Of Significant Accounting Policies [Line Items] | ||
Debt instrument, face amount | $ 100,000,000 | |
Debt instrument, stated percentage | 4.75% | |
Debt instrument, maturity year | 2,020 | |
Net proceeds from debt | $ 96,300,000 |
Summary of Significant Accoun37
Summary of Significant Accounting Policies - Additional Information (Detail) - USD ($) | 12 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2013 | |
Significant Accounting Policies [Line Items] | |||
Cumulative unrealized foreign currency translation (loss) gain included in accumulated other comprehensive (loss) income | $ (200,000) | $ 300,000 | |
Impairment charges on property and equipment | 0 | ||
Liability for uncertain tax positions | $ 0 | ||
Potential shares of common stock | 0 | 0 | 0 |
Common stock equivalents excluded from the earnings per share calculation | 25,815,581 | 7,096,981 | 7,215,449 |
Expected option term (years) | 5 years 26 days | 3 years 10 months 6 days | 5 years 4 months 6 days |
Highly liquid investments, original maturity period | 3 months | ||
Other Stock Options [Member] | |||
Significant Accounting Policies [Line Items] | |||
Expected option term (years) | 5 years 1 month 6 days | ||
Minimum [Member] | |||
Significant Accounting Policies [Line Items] | |||
Property and equipment estimated useful lives | 5 years | ||
Maximum [Member] | |||
Significant Accounting Policies [Line Items] | |||
Property and equipment estimated useful lives | 10 years | ||
State and Local Jurisdiction [Member] | Minimum [Member] | |||
Significant Accounting Policies [Line Items] | |||
Income tax examination period | P3Y | ||
State and Local Jurisdiction [Member] | Maximum [Member] | |||
Significant Accounting Policies [Line Items] | |||
Income tax examination period | P5Y |
Summary of Significant Accoun38
Summary of Significant Accounting Policies - Schedule of Options Weighted-Average Assumptions (Detail) | 12 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2013 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |||
Expected dividend yield | 0.00% | 0.00% | 0.00% |
Expected option term (years) | 5 years 26 days | 3 years 10 months 6 days | 5 years 4 months 6 days |
Expected stock price volatility | 57.00% | 65.00% | 69.00% |
Risk-free interest rate, minimum | 1.37% | 0.03% | 0.98% |
Risk-free interest rate, maximum | 1.72% | 1.79% | 1.84% |
Marketable Securities - Compone
Marketable Securities - Components of Marketable Securities (Detail) - USD ($) $ in Thousands | Jun. 30, 2015 | Jun. 30, 2014 |
Schedule of Available-for-sale Securities [Line Items] | ||
Amortized Cost | $ 86,154 | $ 34,871 |
Gross Unrealized Gain | 50 | 13 |
Gross Unrealized (Loss) | (38) | (13) |
Fair Value | 86,166 | 34,871 |
U.S. Treasury Bonds [Member] | ||
Schedule of Available-for-sale Securities [Line Items] | ||
Amortized Cost | 13,375 | 8,537 |
Gross Unrealized Gain | 14 | 1 |
Gross Unrealized (Loss) | (1) | |
Fair Value | 13,389 | 8,537 |
U.S. Government Sponsored Agencies [Member] | ||
Schedule of Available-for-sale Securities [Line Items] | ||
Amortized Cost | 46,694 | 7,458 |
Gross Unrealized Gain | 34 | |
Gross Unrealized (Loss) | (9) | (1) |
Fair Value | 46,719 | 7,457 |
Corporate Debt Securities [Member] | ||
Schedule of Available-for-sale Securities [Line Items] | ||
Amortized Cost | 26,085 | 18,876 |
Gross Unrealized Gain | 2 | 12 |
Gross Unrealized (Loss) | (29) | (11) |
Fair Value | $ 26,058 | $ 18,877 |
Marketable Securities - Maturit
Marketable Securities - Maturities of Debt Securities Classified as Available-for-Sale (Detail) - USD ($) $ in Thousands | Jun. 30, 2015 | Jun. 30, 2014 |
Investments, Debt and Equity Securities [Abstract] | ||
Fair Value, Due within one year | $ 46,516 | |
Fair Value, Due after one year through five years | 39,650 | |
Fair Value | 86,166 | $ 34,871 |
Net Carrying Amount, Due within one year | 46,646 | |
Net Carrying Amount, Due after one year through five years | 39,831 | |
Net Carrying Amount | $ 86,477 |
Convertible Senior Notes - Addi
Convertible Senior Notes - Additional Information (Detail) | 1 Months Ended | 12 Months Ended |
Feb. 28, 2015USD ($)$ / sharesshares | Jun. 30, 2015USD ($) | |
Debt Instrument [Line Items] | ||
Amortization of debt issuance costs | $ 281,791 | |
4.75% Convertible Senior Notes Due 2020 [Member] | ||
Debt Instrument [Line Items] | ||
Debt instrument, face amount | $ 100,000,000 | |
Net proceeds from debt | 96,300,000 | |
Debt issuance costs | $ 3,700,000 | |
Debt instrument, maturity date | Feb. 15, 2020 | |
Frequency of interest payments | Interest at 4.75% will be payable semiannually on February 15 and August 15 | |
Debt instrument, stated percentage | 4.75% | |
Debt instrument, effective interest rate | 5.48% | |
Number of shares issuable under conversion of debt | shares | 19,600,000 | |
Debt conversion ratio | 0.1958336 | |
Conversion price of debt | $ / shares | $ 5.11 | |
Convertible Notes, terms of conversion | The conversion rate will initially be 195.8336 shares of common stock per $1,000 principal amount of Convertible Notes (equivalent to an initial conversion price of approximately $5.11 per share of Immunomedics common stock) | |
Percentage of principal amount redeemable | 100.00% | |
Interest expense | $ 2,100,000 | |
Amortization of debt issuance costs | $ 300,000 |
Estimated Fair Value of Finan42
Estimated Fair Value of Financial Instruments - Financial Assets Recorded on Condensed Consolidated Balance Sheets (Detail) - USD ($) $ in Thousands | Jun. 30, 2015 | Jun. 30, 2014 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Financial assets | $ 96,304 | $ 35,238 |
Money Market Funds [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Financial assets | 10,138 | 367 |
U.S. Treasury Bonds [Member] | Marketable Securities [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Financial assets | 13,389 | 8,537 |
U.S. Government Sponsored Agencies [Member] | Marketable Securities [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Financial assets | 46,719 | 7,457 |
Corporate Debt Securities [Member] | Marketable Securities [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Financial assets | 26,058 | 18,877 |
Level 1 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Financial assets | 96,304 | 35,238 |
Level 1 [Member] | Money Market Funds [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Financial assets | 10,138 | 367 |
Level 1 [Member] | U.S. Treasury Bonds [Member] | Marketable Securities [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Financial assets | 13,389 | 8,537 |
Level 1 [Member] | U.S. Government Sponsored Agencies [Member] | Marketable Securities [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Financial assets | 46,719 | 7,457 |
Level 1 [Member] | Corporate Debt Securities [Member] | Marketable Securities [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Financial assets | $ 26,058 | $ 18,877 |
Estimated Fair Value of Finan43
Estimated Fair Value of Financial Instruments - Schedule of Carrying Amounts and Estimated Fair Values (Level 2) of Debt Instruments (Detail) - Level 2 [Member] $ in Thousands | Jun. 30, 2015USD ($) |
Carrying Amount [Member] | |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |
Convertible Senior Notes | $ 96,625 |
Estimated Fair Value [Member] | |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |
Convertible Senior Notes | $ 103,800 |
Property and Equipment - Summar
Property and Equipment - Summary of Property and Equipment (Detail) - USD ($) | Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2013 |
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | $ 30,132,000 | $ 29,208,000 | |
Accumulated depreciation and amortization | (27,890,000) | (27,313,000) | |
Property and equipment, net | 2,241,838 | 1,895,475 | $ 2,087,000 |
Machinery and equipment [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | 8,410,000 | 7,917,000 | |
Leasehold improvements [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | 18,192,000 | 18,125,000 | |
Furniture and fixtures [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | 939,000 | 933,000 | |
Computer equipment [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | $ 2,591,000 | $ 2,233,000 |
Property and Equipment - Additi
Property and Equipment - Additional Information (Detail) - USD ($) | 12 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2013 | |
Property, Plant and Equipment [Abstract] | |||
Depreciation and amortization expense | $ 578,066 | $ 569,442 | $ 1,036,035 |
Accounts Payable and Accrued 46
Accounts Payable and Accrued Expenses - Summary of Accounts Payable and Accrued Expenses (Detail) - USD ($) | Jun. 30, 2015 | Jun. 30, 2014 |
Payables and Accruals [Abstract] | ||
Clinical trial accruals | $ 5,238,000 | $ 1,981,000 |
Trade accounts payable | 3,284,000 | 3,009,000 |
Accrued interest expense | 1,821,000 | |
Executive bonus | 600,000 | 688,000 |
Legal expenses | 101,000 | 690,000 |
Miscellaneous other current liabilities | 764,000 | 519,000 |
Accounts payable and accrued expenses | $ 11,808,223 | $ 6,886,682 |
Stockholders' (Deficit) Equit47
Stockholders' (Deficit) Equity - Additional Information (Detail) - USD ($) | Jun. 30, 2015 | May. 31, 2014 | Feb. 28, 2013 | Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2013 | Dec. 03, 2014 | Aug. 14, 2014 | Aug. 16, 2013 | Dec. 27, 2011 |
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||
Preferred stock, par value | $ 0.01 | $ 0.01 | $ 0.01 | |||||||
Preferred stock, shares authorized | 10,000,000 | 10,000,000 | 10,000,000 | 10,000,000 | ||||||
Preferred stock, shares outstanding | 0 | 0 | 0 | 0 | ||||||
Total shares authorized | 165,000,000 | |||||||||
Common stock, shares authorized | 155,000,000 | 155,000,000 | 135,000,000 | 155,000,000 | ||||||
Shelf registration process, securities total dollar amount | $ 130,000,000 | |||||||||
Shelf registration process, description | Company may issue, in one or more offerings, any combination of common stock, preferred stock senior or subordinated debt securities, warrants, or units, up to a total dollar amount of $130.0 million. | |||||||||
Number of shares of common stock sold | 94,546,578 | 9,546,474 | 7,000,000 | 94,546,578 | 93,113,480 | |||||
Public offering price of common stock, per share | $ 0.01 | $ 3.35 | $ 2.30 | $ 0.01 | $ 0.01 | $ 0.01 | ||||
Net proceeds to the company from issuance of common stock | $ 29,800,000 | $ 14,800,000 | $ 29,809,448 | $ 14,785,408 | ||||||
Common stock reserved for possible future issuance upon exercise of stock options | 17,351,329 | 17,351,329 | ||||||||
Stock vesting period | 4 years | |||||||||
Contractual terms of stock option | ||||||||||
Stock options available for future grants | 5,232,221 | 5,232,221 | ||||||||
Performance Units available for grant | 12,119,108 | 12,119,108 | ||||||||
Stock-based compensation | $ 2,789,000 | $ 3,218,000 | $ 2,265,000 | |||||||
Options granted, weighted average grant date fair value | $ 1.91 | $ 1.91 | $ 2.12 | |||||||
Aggregate Intrinsic Value of outstanding stock options | $ 3,300,000 | $ 3,300,000 | $ 3,000,000 | |||||||
Total intrinsic value of options exercised | $ 1,800,000 | 1,800,000 | 800,000 | $ 100,000 | ||||||
Stock-based compensation expense related stock options | $ 1,400,000 | 1,500,000 | 1,500,000 | |||||||
Restricted stock units, market price | $ 3.27 | $ 3.27 | ||||||||
Non-vested restricted stock units, weighted-average remaining contractual life | 5 years 4 months 24 days | |||||||||
Non-vested options outstanding | 2,116,423 | 2,116,423 | ||||||||
Unrecognized compensation costs related to non-vested share-based compensation | $ 4,500,000 | $ 4,500,000 | $ 5,000,000 | 3,600,000 | ||||||
Weighted-average period recognized | 2 years 7 months 17 days | |||||||||
Weighted average of remaining contractual terms of the exercisable shares | 2 years 9 months 15 days | 2 years 8 months 23 days | ||||||||
IPO [Member] | ||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||
Number of shares of common stock sold | 9,000,000 | 6,086,956 | ||||||||
Underwriters' [Member] | ||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||
Number of shares of common stock sold | 546,474 | 913,044 | ||||||||
Non-Employee Board [Member] | ||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||
Stock-based compensation | $ 180,000 | $ 246,000 | 230,000 | |||||||
Value of units granted | $ 180,000 | $ 180,000 | $ 225,000 | |||||||
Stock Option [Member] | ||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||
Performance Units available for grant | 89,204 | 89,204 | 66,348 | 128,000 | ||||||
Stock Option [Member] | Non-Employee Board [Member] | ||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||
Value of shares to be granted for non-employee Board members | $ 45,000 | |||||||||
Restricted Stock Units [Member] | ||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||
Performance Units, vested | 358,796 | |||||||||
Remaining performance units, Granted | 277,313 | |||||||||
Restricted Stock Units [Member] | Non-Employee Board [Member] | ||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||
Stock vesting period | 1 year | |||||||||
Performance Units available for grant | 42,656 | 42,656 | 38,216 | 74,750 | ||||||
Restricted Stock [Member] | ||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||
Stock-based compensation | $ 180,000 | $ 204,000 | $ 154,000 | |||||||
Restricted Stock [Member] | Non-Employee Board [Member] | ||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||
Value of shares to be granted for non-employee Board members | $ 45,000 | |||||||||
Performance Units [Member] | ||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||
Performance Units available for grant | 389,864,000,000 | 389,864,000,000 | ||||||||
Stock-based compensation | $ 400,000 | 1,100,000 | ||||||||
Unrecognized compensation costs related to non-vested share-based compensation | $ 500,000 | |||||||||
Weighted-average period recognized | 2 years 6 months | |||||||||
Performance Units, vested | 116,959,000,000 | |||||||||
Remaining performance units, Granted | 272,905,000,000 | |||||||||
Performance Units [Member] | Maximum [Member] | ||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||
Stock vesting period | 5 years | |||||||||
Previously Reported [Member] | ||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||
Preferred stock, shares authorized | 10,000,000 | |||||||||
Total shares authorized | 145,000,000 | |||||||||
Common stock, shares authorized | 135,000,000 | |||||||||
2006 Stock Incentive Plan [Member] | ||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||
Common stock reserved for possible future issuance upon exercise of stock options | 9,000,000 | 9,000,000 | ||||||||
Board Members [Member] | ||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||
Contractual terms of stock option | ||||||||||
Board of Directors [Member] | ||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||
Common stock awarded options | 22,500 | |||||||||
Board of Directors [Member] | Stock Option [Member] | ||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||
Share based payment granted fair values of option | $ 180,000 | 180,000 | 225,000 | |||||||
Executive Officers [Member] | ||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||
Restricted stock units | 226,657 | 136,452 | ||||||||
Restricted stock units, market price | $ 3.32 | $ 5.13 | ||||||||
Unrecognized compensation costs related to non-vested share-based compensation | $ 1,200,000 | |||||||||
Weighted-average period recognized | 2 years 4 months 21 days | |||||||||
Executive Officers [Member] | Restricted Stock [Member] | ||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||||
Stock-based compensation expense related stock options | $ 800,000 | $ 700,000 | $ 600,000 |
Stockholders' (Deficit) Equit48
Stockholders' (Deficit) Equity - Summary of Options (Detail) - $ / shares | 12 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2013 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |||
Number of Shares, Options outstanding, beginning of year | 5,308,617 | 5,726,874 | 5,799,100 |
Number of Shares, Options granted | 955,361 | 1,216,729 | 759,900 |
Number of Shares, Options exercised | (1,217,575) | (535,730) | (88,594) |
Number of Shares, Options expired or forfeited | (521,063) | (1,099,256) | (743,532) |
Number of Shares, Options outstanding, end of year | 4,525,340 | 5,308,617 | 5,726,874 |
Number of Shares, Options exercisable, end of year | 3,115,798 | 4,121,942 | 4,572,716 |
Weighted Average Exercise Price, Options outstanding, beginning of year | $ 3.41 | $ 3.30 | $ 3.72 |
Weighted Average Exercise Price, Options granted | 3.82 | 4.79 | 3.59 |
Weighted Average Exercise Price, Options exercised | 2.46 | 3.36 | 3 |
Weighted Average Exercise Price, Options expired or forfeited | 4.50 | 4.35 | 6.96 |
Weighted Average Exercise Price, Options outstanding, end of year | 3.48 | 3.41 | 3.30 |
Weighted Average Exercise Price, Options exercisable, end of year | $ 3.27 | $ 3.18 | $ 3.21 |
Stockholders' (Deficit) Equit49
Stockholders' (Deficit) Equity - Options Outstanding under Plan (Detail) - Jun. 30, 2015 - $ / shares | Total |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Number outstanding at June 30, 2015 | 4,525,340 |
Weighted average exercise price | $ 3.48 |
Weighted average remaining term (yrs.) | 3 years 7 months 2 days |
Number exercisable at June 30, 2015 | 3,115,798 |
Weighted average exercise price | $ 3.27 |
1.59 - 3.00 [Member] | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Range of exercise price, Minimum | 1.59 |
Range of exercise price, Maximum | $ 3 |
Number outstanding at June 30, 2015 | 1,179,063 |
Weighted average exercise price | $ 2.51 |
Weighted average remaining term (yrs.) | 1 year |
Number exercisable at June 30, 2015 | 1,176,938 |
Weighted average exercise price | $ 2.52 |
3.01 - 5.00 [Member] | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Range of exercise price, Minimum | 3.01 |
Range of exercise price, Maximum | $ 5 |
Number outstanding at June 30, 2015 | 3,005,121 |
Weighted average exercise price | $ 3.65 |
Weighted average remaining term (yrs.) | 4 years 5 months 5 days |
Number exercisable at June 30, 2015 | 1,776,953 |
Weighted average exercise price | $ 3.59 |
5.01 - 7.00 [Member] | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Range of exercise price, Minimum | 5.01 |
Range of exercise price, Maximum | $ 7 |
Number outstanding at June 30, 2015 | 341,156 |
Weighted average exercise price | $ 5.30 |
Weighted average remaining term (yrs.) | 5 years 1 month 21 days |
Number exercisable at June 30, 2015 | 161,907 |
Weighted average exercise price | $ 5.28 |
Stockholders' (Deficit) Equit50
Stockholders' (Deficit) Equity - Non-Vested Restricted Stock Units (Detail) - Jun. 30, 2015 - Restricted Stock Units [Member] - $ / shares | Total |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Non-vested at July 1, 2014 | 788,364 |
Restricted Units Granted | 277,313 |
Vested/Exercised | (358,796) |
Non-vested at June 30, 2015 | 706,881 |
Non-vested, Weighted-Average per Share of Market Value on Grant Date, Beginning balance | $ 4.64 |
Restricted Units Granted, Weighted-Average per Share of Market Value on Grant Date | 3.51 |
Vested/Exercised, Weighted-Average per Share of Market Value on Grant Date | 4.43 |
Non-vested, Weighted-Average per Share of Market Value on Grant Date, Ending balance | $ 4.30 |
Stockholders' (Deficit) Equit51
Stockholders' (Deficit) Equity - Summary of Stock-Based Compensation Expense by Consolidated Statements of Comprehensive Loss Line Items (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2013 | |
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | |||
Total expense | $ 2,789 | $ 3,218 | $ 2,265 |
Research and Development [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | |||
Total expense | 1,673 | 1,931 | 1,359 |
General and Administrative [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | |||
Total expense | $ 1,116 | $ 1,287 | $ 906 |
Stockholders' (Deficit) Equit52
Stockholders' (Deficit) Equity - Components of Accumulated Other Comprehensive (Loss) Income (Detail) - USD ($) | 12 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2013 | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||
Beginning, Balance | $ 261,837 | $ 161,830 | $ 80,161 |
Other comprehensive (loss) income | (422,929) | 100,007 | 81,669 |
Ending, Balance | (161,092) | 261,837 | 161,830 |
Other comprehensive income before reclassifications | (411,914) | 107,524 | |
Amounts reclassified from accumulated other comprehensive income | (11,015) | (7,517) | |
Currency Translation Adjustments [Member] | |||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||
Beginning, Balance | 261,924 | 161,830 | 80,161 |
Other comprehensive (loss) income | (434,617) | 100,094 | 81,669 |
Ending, Balance | (172,693) | 261,924 | $ 161,830 |
Other comprehensive income before reclassifications | (434,617) | 100,094 | |
Net Unrealized Gains (Losses) on Available-for-Sale Securities [Member] | |||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||
Beginning, Balance | (87) | ||
Other comprehensive (loss) income | 11,688 | (87) | |
Ending, Balance | 11,601 | (87) | |
Other comprehensive income before reclassifications | 22,703 | 7,430 | |
Amounts reclassified from accumulated other comprehensive income | $ (11,015) | $ (7,517) |
Stockholders' (Deficit) Equit53
Stockholders' (Deficit) Equity - Components of Accumulated Other Comprehensive (Loss) Income (Parenthetical) (Detail) - USD ($) | 12 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2013 | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||
Reclassified from accumulated other comprehensive income | $ 245,705 | $ 55,916 | $ 10,557 |
Reclassification out of Accumulated Other Comprehensive Income [Member] | |||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||
Reclassified from accumulated other comprehensive income | $ 11,015 | $ 7,517 |
Income Taxes - Expense for Inco
Income Taxes - Expense for Income Taxes (Detail) - USD ($) | 12 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2013 | |
Income Tax Disclosure [Abstract] | |||
Current | $ (38,000) | ||
Deferred | $ 0 | $ 0 | 0 |
Total Federal | (38,000) | ||
Current | 2,000 | 1,000 | 2,000 |
Deferred | 0 | 0 | 0 |
Total State | 2,000 | 1,000 | 2,000 |
Current | 56,000 | 7,000 | 80,000 |
Deferred | 0 | 0 | 0 |
Total Foreign | 56,000 | 7,000 | 80,000 |
Total Expense | $ 58,229 | $ 7,791 | $ 44,070 |
Income Taxes - Reconciliation o
Income Taxes - Reconciliation of Statutory Tax Rates and Effective Tax Rates (Detail) | 12 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2013 | |
Income Tax Disclosure [Abstract] | |||
Statutory rate | (34.00%) | (34.00%) | (34.00%) |
Foreign income tax | 0.10% | 0.10% | 0.10% |
Change in valuation allowance | 34.70% | 27.50% | 12.10% |
NOL expiration | 0.00% | 0.00% | 24.30% |
R&D tax credit expiration | 0.00% | 0.00% | (3.40%) |
Other | (0.70%) | 6.40% | 1.30% |
Effective rate | 0.10% | 0.00% | 0.40% |
Income Taxes - Tax Effects of T
Income Taxes - Tax Effects of Temporary Differences in Deferred Tax Assets (Detail) - USD ($) $ in Thousands | Jun. 30, 2015 | Jun. 30, 2014 |
Income Tax Disclosure [Abstract] | ||
NOL carry forwards | $ 84,697 | $ 66,699 |
Research and development credits | 13,604 | 12,264 |
Property and equipment | 3,883 | 4,055 |
Other | 4,528 | 5,479 |
Total | 106,712 | 88,497 |
Valuation allowance | (106,712) | (88,497) |
Net deferred taxes | $ 0 | $ 0 |
Income Taxes - Additional infor
Income Taxes - Additional information (Detail) - Jun. 30, 2015 - USD ($) $ in Millions | Total |
Operating Loss Carryforwards [Line Items] | |
Operating loss carry forwards for federal income tax | $ 231 |
Operating loss carry forwards for state income tax | $ 103.4 |
Minimum [Member] | |
Operating Loss Carryforwards [Line Items] | |
Net operating loss carry forwards expiration year | 2,016 |
Maximum [Member] | |
Operating Loss Carryforwards [Line Items] | |
Net operating loss carry forwards expiration year | 2,035 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Detail) - USD ($) | 12 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2013 | |
Series A Preferred Stock [Member] | |||
Related Party Transaction [Line Items] | |||
Preferred stock liquidation preferences | $ 0.6902 | ||
Series B Preferred Stock [Member] | |||
Related Party Transaction [Line Items] | |||
Preferred stock liquidation preferences | 5.1700 | ||
Series C Preferred Stock [Member] | |||
Related Party Transaction [Line Items] | |||
Preferred stock liquidation preferences | $ 0.3250 | ||
Goldenberg Agreement [Member] | |||
Related Party Transaction [Line Items] | |||
Minimum additional incentive compensation, royalty payments and disposition of undeveloped assets | $ 150,000 | ||
Minimum percentage of consideration from disposition paid to related party | 20.00% | ||
Term of contractual obligation | 3 years | ||
Compensation received for services | $ 84,000 | $ 79,000 | $ 78,000 |
Goldenberg Agreement [Member] | Employment Agreement [Member] | |||
Related Party Transaction [Line Items] | |||
Annual base salary | $ 500,000 | ||
Percentage of annual bonus target | 50.00% | ||
Agreement termination date | Jul. 1, 2015 | ||
Agreement date | Jul. 1, 2011 | ||
Goldenberg Agreement [Member] | Minimum [Member] | Employment Agreement [Member] | |||
Related Party Transaction [Line Items] | |||
Percentage of potential payout target | 0.00% | ||
Goldenberg Agreement [Member] | Maximum [Member] | Employment Agreement [Member] | |||
Related Party Transaction [Line Items] | |||
Percentage of potential payout target | 150.00% | ||
Agreement termination date | Jul. 1, 2020 | ||
David M. Goldenberg Millennium Trust [Member] | |||
Related Party Transaction [Line Items] | |||
Additional incentive compensation during the agreement term | 1.50% | ||
Sullivan Agreement [Member] | Employment Agreement [Member] | |||
Related Party Transaction [Line Items] | |||
Annual base salary | $ 600,000 | ||
Percentage of annual bonus target | 50.00% | ||
Agreement termination date | Jun. 30, 2017 | ||
Agreement date | Jul. 1, 2014 | ||
Sullivan Agreement [Member] | Minimum [Member] | Employment Agreement [Member] | |||
Related Party Transaction [Line Items] | |||
Percentage of potential payout target | 0.00% | ||
Sullivan Agreement [Member] | Maximum [Member] | Employment Agreement [Member] | |||
Related Party Transaction [Line Items] | |||
Percentage of potential payout target | 150.00% | ||
Center for Molecular Medicine and Immunology [Member] | |||
Related Party Transaction [Line Items] | |||
Reimbursed expenses incurred on behalf of company | $ 0 | 0 | 32,000 |
Legal expenses incurred by the company | $ 33,000 | $ 26,000 | $ 60,000 |
License Agreement [Member] | Goldenberg Agreement [Member] | |||
Related Party Transaction [Line Items] | |||
Royalty percentage | 0.50% | ||
Annual net sales of products covered by patents | $ 20,000,000 | ||
Royalty percentage, excess | 0.25% | ||
Additional incentive compensation during the agreement term | 0.75% |
Related Party Transactions - Sc
Related Party Transactions - Schedule of IBC Pharmaceuticals, Inc. (Detail) - Jun. 30, 2015 - shares | Total |
Related Party Transaction [Line Items] | |
Total ownership percentage | 100.00% |
Third Party Investors [Member] | Series B Preferred Stock [Member] | |
Related Party Transaction [Line Items] | |
Shares held by related parties | 628,282 |
Percentage of shares held by related parties | 8.22% |
David M. Goldenberg Millennium Trust [Member] | Series C Preferred Stock [Member] | |
Related Party Transaction [Line Items] | |
Shares held by related parties | 1,399,926 |
Percentage of shares held by related parties | 18.32% |
Immunomedics, Inc. [Member] | Series A Preferred Stock [Member] | |
Related Party Transaction [Line Items] | |
Shares held by parent company | 5,615,124 |
Percentage of shares held by parent company | 73.46% |
License and Collaboration Agr60
License and Collaboration Agreements - Additional Information (Detail) - USD ($) | Dec. 27, 2011 | May. 09, 2006 | Jan. 31, 2015 | Jan. 31, 2012 | Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2013 | May. 31, 2014 | Feb. 28, 2013 |
Guarantor Obligations [Line Items] | |||||||||
License fee and other revenues | $ 1,250,000 | $ 4,623,333 | $ 126,667 | ||||||
Cost of license fee and other revenues | $ 1,189,170 | ||||||||
Non-refundable cash payment received | $ 30,000,000 | ||||||||
Duration of warrant issued | 5 years | ||||||||
Number of shares under five year warrant | 1,000,000 | ||||||||
Shares to be purchased under warrant, par value | $ 0.01 | $ 0.01 | $ 0.01 | $ 3.35 | $ 2.30 | ||||
Shares to be purchased under warrant, exercise price | $ 8 | ||||||||
The Bayer Group (formerly Algeta ASA) [Member] | |||||||||
Guarantor Obligations [Line Items] | |||||||||
Collaboration agreement date | 2013-01 | ||||||||
License fee and other revenues | $ 300,000 | $ 1,000,000 | $ 4,600,000 | ||||||
Cost of license fee and other revenues | $ 1,200,000 | ||||||||
License costs payment period | 2 years | ||||||||
UCB Agreement [Member] | |||||||||
Guarantor Obligations [Line Items] | |||||||||
License agreement date | May 9, 2006 | ||||||||
Non-refundable cash payment received | $ 38,000,000 | ||||||||
Amendment agreement date | Dec. 27, 2011 | ||||||||
Product royalties term, description | The Company is also entitled to product royalties ranging from mid-teen to mid-twenty percentage of aggregate annual net sales under the UCB Agreement during the product royalty term. | ||||||||
Clinical trial study, description | On July 28, 2015, UCB announced that the two Phase 3 EMBODY clinical trials for epratuzumab in SLE did not meet the primary clinical efficacy endpoints in either dose in both studies. | ||||||||
Termination period | 60 days | ||||||||
Additional amounts payable after effective date of termination | $ 0 | ||||||||
UCB Agreement [Member] | Maximum [Member] | |||||||||
Guarantor Obligations [Line Items] | |||||||||
Cash payment receivable | 130,000,000 | ||||||||
Equity investments receivable | 20,000,000 | ||||||||
Achievement of specified product sales milestones | $ 260,000,000 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Detail) | Mar. 27, 2013USD ($) | Jun. 30, 2015USD ($) | Jun. 30, 2014USD ($)Complaints | Jun. 30, 2013USD ($) |
Guarantor Obligations [Line Items] | ||||
Rental expense | $ 800,000 | $ 800,000 | $ 800,000 | |
Number of shareholder derivative complaints | Complaints | 2 | |||
Arbitration settlement amount, gross | $ 18,000,000 | $ 16,739,282 | ||
Net amount received after payment of expenses and legal fees | $ 16,700,000 | |||
Operating Lease [Member] | ||||
Guarantor Obligations [Line Items] | ||||
Lease expiration date | 2031-10 | |||
Base annual rate | $ 800,000 | |||
Nycomed Agreement [Member] | ||||
Guarantor Obligations [Line Items] | ||||
Agreement termination date | Oct. 9, 2013 | |||
Employment Agreement [Member] | Sullivan Agreement [Member] | ||||
Guarantor Obligations [Line Items] | ||||
Agreement date | Jul. 1, 2014 | |||
Annual base salary | $ 600,000 | |||
Agreement termination date | Jun. 30, 2017 | |||
Employment Agreement [Member] | Goldenberg Agreement [Member] | ||||
Guarantor Obligations [Line Items] | ||||
Agreement date | Jul. 1, 2011 | |||
Annual base salary | $ 500,000 | |||
Agreement termination date | Jul. 1, 2015 | |||
Employment Agreement [Member] | Goldenberg Agreement [Member] | Chief Scientific Officer and Chief Patent Officer [Member] | ||||
Guarantor Obligations [Line Items] | ||||
Agreement date | Jul. 1, 2015 | |||
Employment Agreement [Member] | 2016 Through 2020 [Member] | Goldenberg Agreement [Member] | Chief Scientific Officer and Chief Patent Officer [Member] | ||||
Guarantor Obligations [Line Items] | ||||
Salaries guaranteed | $ 600,000 | |||
Guaranteed royalties | $ 150,000 | |||
First Lawsuit [Member] | ||||
Guarantor Obligations [Line Items] | ||||
Lawsuit filing date | March 24, 2014 | |||
Second Lawsuit [Member] | ||||
Guarantor Obligations [Line Items] | ||||
Lawsuit filing date | April 18, 2014 | |||
Third Lawsuit [Member] | ||||
Guarantor Obligations [Line Items] | ||||
Lawsuit filing date | February 27, 2014 |
Commitments and Contingencies62
Commitments and Contingencies - Schedule of Minimum Lease Commitments for Facilities (Detail) $ in Thousands | Jun. 30, 2015USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
2,016 | $ 838 |
2,017 | 929 |
2,018 | 974 |
2,019 | 974 |
2,020 | 974 |
Thereafter | $ 11,736 |
Geographic Segments - Financial
Geographic Segments - Financial Information Based on Geographic Location of Facilities (Detail) - USD ($) | 3 Months Ended | 12 Months Ended | |||||||||
Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2013 | |
Segment Reporting Information [Line Items] | |||||||||||
Total assets | $ 105,779,606 | $ 47,486,482 | $ 105,779,606 | $ 47,486,482 | $ 47,927,000 | ||||||
Property and equipment, net | 2,241,838 | 1,895,475 | 2,241,838 | 1,895,475 | 2,087,000 | ||||||
Revenues | 2,395,000 | $ 1,183,000 | $ 1,003,000 | $ 1,072,000 | 1,188,000 | $ 1,154,000 | $ 1,202,000 | $ 5,498,000 | 5,653,091 | 9,041,605 | 4,961,997 |
(Loss) income before income tax expense | (48,065,742) | (35,523,387) | (11,442,214) | ||||||||
United States [Member] | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Total assets | 104,168,000 | 44,926,000 | 104,168,000 | 44,926,000 | 45,552,000 | ||||||
Property and equipment, net | 2,234,000 | 1,895,000 | 2,234,000 | 1,895,000 | 2,087,000 | ||||||
Revenues | 3,054,000 | 5,947,000 | 2,011,000 | ||||||||
(Loss) income before income tax expense | (48,192,000) | (35,452,000) | (11,630,000) | ||||||||
Europe [Member] | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Total assets | 1,612,000 | $ 2,560,000 | 1,612,000 | 2,560,000 | 2,375,000 | ||||||
Property and equipment, net | $ 8,000 | 8,000 | |||||||||
Revenues | 2,599,000 | 3,095,000 | 2,951,000 | ||||||||
(Loss) income before income tax expense | $ 126,000 | $ (71,000) | $ 188,000 |
Defined Contribution Plans - Ad
Defined Contribution Plans - Additional Information (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2013 | |
Postemployment Benefits [Abstract] | |||
Aggregate Company contributions to its benefit plans | $ 99 | $ 96 | $ 98 |
Subsequent Event - Additional I
Subsequent Event - Additional Information (Detail) - USD ($) $ in Millions | Jul. 14, 2015 | Jul. 01, 2015 | Jun. 30, 2015 | Jun. 30, 2015 |
Subsequent Event [Line Items] | ||||
Stock vesting period | 4 years | |||
Performance Units [Member] | ||||
Subsequent Event [Line Items] | ||||
Performance units granted in period | 272,905,000,000 | |||
Subsequent Event [Member] | Performance Units [Member] | Two Thousand Fourteen Long Term Incentive Plan [Member] | ||||
Subsequent Event [Line Items] | ||||
Performance units granted in period | 1,500,000 | |||
Stock vesting period | 3 years | |||
Maximum [Member] | Performance Units [Member] | ||||
Subsequent Event [Line Items] | ||||
Stock vesting period | 5 years | |||
UCB Agreement [Member] | ||||
Subsequent Event [Line Items] | ||||
Clinical trial study, description | On July 28, 2015, UCB announced that the two Phase 3 EMBODY clinical trials for epratuzumab in SLE did not meet the primary clinical efficacy endpoints in either dose in both studies. | |||
Goldenberg Agreement [Member] | Employment Agreement [Member] | ||||
Subsequent Event [Line Items] | ||||
Agreement date | Jul. 1, 2011 | |||
Agreement termination date | Jul. 1, 2015 | |||
Annual base salary | $ 0.5 | |||
Percentage of annual bonus target | 50.00% | |||
Goldenberg Agreement [Member] | Employment Agreement [Member] | Subsequent Event [Member] | ||||
Subsequent Event [Line Items] | ||||
Annual base salary | $ 0.6 | |||
Percentage of annual bonus target | 50.00% | |||
Goldenberg Agreement [Member] | Employment Agreement [Member] | Maximum [Member] | ||||
Subsequent Event [Line Items] | ||||
Agreement termination date | Jul. 1, 2020 | |||
Percentage of potential payout target | 150.00% | |||
Goldenberg Agreement [Member] | Employment Agreement [Member] | Maximum [Member] | Subsequent Event [Member] | ||||
Subsequent Event [Line Items] | ||||
Percentage of potential payout target | 150.00% | |||
Goldenberg Agreement [Member] | Employment Agreement [Member] | Minimum [Member] | ||||
Subsequent Event [Line Items] | ||||
Percentage of potential payout target | 0.00% | |||
Goldenberg Agreement [Member] | Employment Agreement [Member] | Minimum [Member] | Subsequent Event [Member] | ||||
Subsequent Event [Line Items] | ||||
Percentage of potential payout target | 0.00% | |||
Goldenberg Agreement [Member] | Employment Agreement [Member] | Chairman of Board, Chief Scientific Officer and Chief Patent Officer [Member] | ||||
Subsequent Event [Line Items] | ||||
Agreement date | Jul. 1, 2015 |
Quarterly Results of Operatio66
Quarterly Results of Operations - Summarized Unaudited Quarterly Financial Data (Detail) - USD ($) | 3 Months Ended | 12 Months Ended | |||||||||
Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2013 | |
Consolidated Statements of Comprehensive Loss Data: | |||||||||||
Revenues | $ 2,395,000 | $ 1,183,000 | $ 1,003,000 | $ 1,072,000 | $ 1,188,000 | $ 1,154,000 | $ 1,202,000 | $ 5,498,000 | $ 5,653,091 | $ 9,041,605 | $ 4,961,997 |
Net loss attributable to Immunomedics, Inc. | $ (12,401,000) | $ (11,756,000) | $ (11,435,000) | $ (12,410,000) | $ (11,846,000) | $ (9,506,000) | $ (8,873,000) | $ (5,201,000) | $ (48,002,366) | $ (35,425,826) | $ (11,381,523) |
Loss per common share attributable to Immunomedics Inc. - basic and diluted | $ (0.13) | $ (0.13) | $ (0.12) | $ (0.13) | $ (0.13) | $ (0.11) | $ (0.12) | $ (0.06) | $ (0.51) | $ (0.42) | $ (0.15) |
Weighted average shares used to calculate loss per common share - basic and diluted | 93,657,000 | 93,352,000 | 93,157,000 | 93,098,000 | 89,084,000 | 83,340,000 | 83,175,000 | 82,947,000 | 93,314,872 | 84,631,567 | 78,040,005 |
Schedule II - Valuation and Q67
Schedule II - Valuation and Qualifying Reserves (Detail) - Allowance for Doubtful Accounts [Member] - USD ($) | 12 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2013 | |
Valuation and Qualifying Accounts Disclosure [Line Items] | |||
Balance at Beginning of Year | $ (88,609) | $ (49,265) | $ (54,809) |
Changes to Reserve | 34,432 | (39,344) | 5,544 |
Credits to Expense | 0 | 0 | 0 |
Other Charges | 0 | 0 | 0 |
Balance at End of Year | $ (54,177) | $ (88,609) | $ (49,265) |