Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Jun. 30, 2016 | Aug. 17, 2016 | Dec. 31, 2015 | |
Document And Entity Information [Abstract] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Period End Date | Jun. 30, 2016 | ||
Document Fiscal Year Focus | 2,016 | ||
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 Public Float | $ 291,000,000 | ||
Entity Common Stock, Shares Outstanding | 95,866,441 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | Jun. 30, 2016 | Jun. 30, 2015 |
Current Assets: | ||
Cash and cash equivalents | $ 13,203,625 | $ 13,452,775 |
Marketable securities | 37,424,221 | 86,165,532 |
Accounts receivable, net of allowance for doubtful accounts of $74,546 and $54,177 at June 30, 2016 and 2015, respectively | 513,992 | 345,627 |
Inventory | 350,524 | 584,424 |
Other receivables | 236,768 | 857,068 |
Prepaid expenses | 1,038,155 | 1,136,103 |
Other current assets | 183,820 | 945,673 |
Total current assets | 52,951,105 | 103,487,202 |
Property and equipment, net | 3,969,163 | 2,241,838 |
Value of life insurance policies | 20,566 | |
Other long-term assets | 30,000 | 30,000 |
Total Assets | 56,950,268 | 105,779,606 |
Current Liabilities: | ||
Accounts payable and accrued expenses | 15,188,189 | 11,808,223 |
Deferred revenues | 235,372 | 271,667 |
Total current liabilities | 15,423,561 | 12,079,890 |
Convertible senior notes – net of unamortized debt issuance costs of $2,645,602 and $3,375,423 at June 30, 2016 and 2015, respectively | 97,354,398 | 96,624,577 |
Other liabilities | 1,699,276 | 1,599,760 |
Commitments and Contingencies (Note 13) | ||
Stockholders' Deficit: | ||
Preferred stock, $0.01 par value; authorized 10,000,000 shares; no shares issued and outstanding at June 30, 2016 and at June 30, 2015 | ||
Common stock, $.01 par value; authorized 155,000,000 shares; issued 95,867,298 shares and outstanding 95,832,573 shares at June 30, 2016; issued 94,546,578 shares and outstanding 94,511,853 shares at June 30, 2015 | 958,672 | 945,465 |
Capital contributed in excess of par | 311,320,651 | 305,229,354 |
Treasury stock, at cost, 34,725 shares at June 30, 2016 and at June 30, 2015 | (458,370) | (458,370) |
Accumulated deficit | (368,504,954) | (309,468,004) |
Accumulated other comprehensive loss | (132,226) | (161,092) |
Total Immunomedics, Inc. stockholders' deficit | (56,816,227) | (3,912,647) |
Noncontrolling interest in subsidiary | (710,740) | (611,974) |
Total stockholders’ deficit | (57,526,967) | (4,524,621) |
Total Liabilities and Stockholders' Deficit | $ 56,950,268 | $ 105,779,606 |
Condensed Consolidated Balance3
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) | Jun. 30, 2016 | Jun. 30, 2015 |
Condensed Consolidated Balance Sheets [Abstract] | ||
Accounts receivable, allowance for doubtful accounts | $ 74,546 | $ 54,177 |
Unamortized debt issuance costs | $ 2,645,602 | $ 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 | 155,000,000 |
Common stock, shares issued | 95,867,298 | 94,546,578 |
Common stock, shares outstanding | 95,832,573 | 94,511,853 |
Treasury stock, shares | 34,725 | 34,725 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Comprehensive Loss - USD ($) | 12 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2014 | |
Revenues: | |||
Product sales | $ 2,260,994 | $ 2,648,657 | $ 3,140,604 |
License fee and other revenues | 386,941 | 1,250,000 | 4,623,333 |
Research and development | 585,312 | 1,754,434 | 1,277,668 |
Total revenues | 3,233,247 | 5,653,091 | 9,041,605 |
Costs and Expenses: | |||
Costs of goods sold | 1,159,173 | 264,915 | 338,572 |
Costs of license fee and other revenues | 1,189,170 | ||
Research and development | 53,492,471 | 41,735,888 | 33,680,158 |
Sales and marketing | 1,027,139 | 768,871 | 1,132,921 |
General and administrative | 6,562,555 | 9,102,926 | 8,281,025 |
Total costs and expenses | 62,241,338 | 51,872,600 | 44,621,846 |
Operating loss | (59,008,091) | (46,219,509) | (35,580,241) |
Interest expense | (5,479,821) | (2,090,750) | |
Interest and other income, net | 337,901 | 245,705 | 55,916 |
Foreign currency transaction (loss) gain, net | (39,538) | (1,188) | 938 |
Loss before income tax | (64,189,549) | (48,065,742) | (35,523,387) |
Income tax benefit (expense) | 5,053,833 | (58,229) | (7,791) |
Net loss | (59,135,716) | (48,123,971) | (35,531,178) |
Less: Net loss attributable to noncontrolling interest | (98,766) | (121,605) | (105,352) |
Net loss attributable to Immunomedics, Inc. stockholders | $ (59,036,950) | $ (48,002,366) | $ (35,425,826) |
Loss per common share attributable to Immunomedics, Inc. stockholders (basic and diluted): | $ (0.62) | $ (0.51) | $ (0.42) |
Weighted average shares used to calculate loss per common share, (basic and diluted) | 94,770,172 | 93,314,872 | 84,631,567 |
Other comprehensive income (loss), net of tax: | |||
Foreign currency translation adjustments | $ 1,192 | $ (434,617) | $ 100,094 |
Unrealized gain (loss) on securities available for sale | 27,674 | 11,688 | (87) |
Other comprehensive income (loss) | 28,866 | (422,929) | 100,007 |
Comprehensive loss | (59,106,850) | (48,546,900) | (35,431,171) |
Less comprehensive loss attributable to noncontrolling interest | (98,766) | (121,605) | (105,352) |
Comprehensive loss attributable to Immunomedics, Inc. stockholders | $ (59,008,084) | $ (48,425,295) | $ (35,325,819) |
Consolidated Statements of Chan
Consolidated Statements of Changes in Stockholders' (Deficit) Equity - USD ($) | 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] | Total |
Beginning balance at Jun. 30, 2013 | $ 828,411 | $ 265,688,408 | $ (458,370) | $ (226,039,812) | $ 161,830 | $ (385,017) | $ 39,795,450 |
Beginning balance, Shares at Jun. 30, 2013 | 82,841,123 | ||||||
Issuance of common stock, net | $ 95,465 | 29,713,983 | 29,809,448 | ||||
Issuance of common stock, Shares | 9,546,474 | ||||||
Exercise of stock options, net | $ 5,357 | 1,793,996 | $ 1,799,353 | ||||
Exercise of stock options, Shares | 535,730 | 535,730 | |||||
Stock based compensation | $ 1,901 | 2,884,417 | $ 2,886,318 | ||||
Stock based compensation, Shares | 190,153 | ||||||
Other comprehensive income (loss) | 100,007 | 100,007 | |||||
Net loss | (35,425,826) | (105,352) | (35,531,178) | ||||
Ending balance at Jun. 30, 2014 | $ 931,134 | 300,080,804 | (458,370) | (261,465,638) | 261,837 | (490,369) | 38,859,398 |
Ending balance, Shares at Jun. 30, 2014 | 93,113,480 | ||||||
Exercise of stock options, net | $ 12,026 | 2,947,904 | $ 2,959,930 | ||||
Exercise of stock options, Shares | 1,202,575 | 1,202,575 | |||||
Stock based compensation | $ 2,305 | 2,200,646 | $ 2,202,951 | ||||
Stock based compensation, Shares | 230,523 | ||||||
Other comprehensive income (loss) | (422,929) | (422,929) | |||||
Net loss | (48,002,366) | (121,605) | (48,123,971) | ||||
Ending balance at Jun. 30, 2015 | $ 945,465 | 305,229,354 | (458,370) | (309,468,004) | (161,092) | (611,974) | (4,524,621) |
Ending balance, Shares at Jun. 30, 2015 | 94,546,578 | ||||||
Exercise of stock options, net | $ 10,975 | 2,721,987 | $ 2,732,962 | ||||
Exercise of stock options, Shares | 1,097,500 | 1,097,500 | |||||
Stock based compensation | $ 2,232 | 3,369,310 | $ 3,371,542 | ||||
Stock based compensation, Shares | 223,220 | ||||||
Other comprehensive income (loss) | 28,866 | 28,866 | |||||
Net loss | (59,036,950) | (98,766) | (59,135,716) | ||||
Ending balance at Jun. 30, 2016 | $ 958,672 | $ 311,320,651 | $ (458,370) | $ (368,504,954) | $ (132,226) | $ (710,740) | $ (57,526,967) |
Ending balance, Shares at Jun. 30, 2016 | 95,867,298 |
Condensed Consolidated Stateme6
Condensed Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2014 | |
Cash flows from operating activities: | |||
Net loss | $ (59,135,716) | $ (48,123,971) | $ (35,531,178) |
Adjustments to reconcile net loss to net cash used in operating activities: | |||
Depreciation and amortization | 737,661 | 578,066 | 569,442 |
Amortization of deferred revenue | (202,088) | (5,712) | (2,674,347) |
Amortization of bond premiums | 669,858 | 544,208 | 228,211 |
Amortization of debt issuance costs | 729,821 | 281,791 | |
Amortization of deferred rent | 99,516 | 99,516 | 99,516 |
Gain on sale of marketable securities | (1,844) | (11,015) | (7,517) |
Increase (decrease) in allowance for doubtful accounts | 20,369 | (34,432) | 39,344 |
Non-cash expense related to stock compensation | 3,740,526 | 2,788,677 | 3,218,050 |
Non-cash decrease in value of life insurance policy | 20,566 | 155,544 | 18,722 |
Changes in operating assets and liabilities: | |||
Accounts receivable | (190,300) | 271,820 | (62,652) |
Inventory | 256,381 | 328,126 | 204,386 |
Other receivables | 620,300 | (553,966) | (130,634) |
Prepaid expenses | 97,948 | 478,794 | (1,182,237) |
Other current assets | 761,803 | (776,975) | 1,450,494 |
Accounts payable and accrued expenses | 3,147,606 | 4,946,099 | 2,935,816 |
Deferred revenues | 165,793 | 37,221 | 134,196 |
Net cash used in operating activities | (48,461,800) | (38,996,209) | (30,690,388) |
Cash flows from investing activities: | |||
Purchases of marketable securities | (2,749,117) | (86,307,071) | (44,116,046) |
Proceeds from sales/maturities of marketable securities | 50,850,088 | 34,491,153 | 9,024,145 |
Purchases of property and equipment | (2,226,256) | (924,429) | (378,006) |
Proceeds from partial liquidation of life insurance policy | 400,000 | ||
Net cash provided by (used in) investing activities | 45,874,715 | (52,740,347) | (35,069,907) |
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 | ||
Exercise of stock options | 2,732,962 | 2,959,930 | 1,799,353 |
Tax withholding payments for stock compensation | (368,984) | (585,725) | (331,732) |
Net cash provided by financing activities | 2,363,978 | 98,716,990 | 31,277,069 |
Effect of changes in exchange rates on cash and cash equivalents | (26,043) | (489,153) | 118,720 |
Net (decrease) increase in cash and cash equivalents | (249,150) | 6,491,281 | (34,364,506) |
Cash and cash equivalents beginning of period | 13,452,775 | 6,961,494 | 41,326,000 |
Cash and cash equivalents end of period | 13,203,625 | 13,452,775 | 6,961,494 |
Supplemental disclosure of cash flow information: | |||
Interest paid | 4,802,778 | ||
Cash paid for income taxes | $ 28,679 | $ 75,598 | $ 136,973 |
Business Overview
Business Overview | 12 Months Ended |
Jun. 30, 2016 | |
Business Overview [Abstract] | |
Business Overview | IMMUNOMEDICS, INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements 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 ® , in territories where regulatory approvals have previously been granted in Europe, Canada and in certain other markets outside the U.S. LeukoScan ® is indicated for diagnostic imaging for determining the location and extent of infection/inflammation in bone in patients with suspected osteomyelitis, including patients with diabetic foot ulcers. 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. Since its inception in 1982, Immunomedics’ principal sources of funds have been the private and public sale of equity and debt securities and revenues from licensing agreements, including up-front and milestone payments, funding of development programs, and other forms of funding from collaborations. As of June 30, 2016 the Company has $50.6 million of cash, cash equivalents and marketable securities., During fiscal 2017, the Company plans to continue Phase 2 clinical trials of sacituzumab govitecan in patients with metastatic triple negative breast cancer (TNBC), metastatic non-small-cell lung cancer (NSCLC), small-cell lung cancer (SCLC), and metastatic urothelial cancers. The Company’s research and development activities also include preparations to conduct the Phase 3 clinical trial in TNBC and preparation to demonstrate readiness to manufacture sacituzumab govitecan commercially. 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. Although the Company has sufficient funding to continue its Phase 2 clinical programs, prepare for the Phase 3 clinical trial and prepare for commercial manufacturing of sacituzumab govitecan, it will require additional funding in order to initiate the Phase 3 clinical trial in TNBC in fiscal 2017, and to complete commercial manufacturing readiness of sacituzumab govitecan . Furthermore, the Company will require additional funding beyond fiscal 2017 to complete its clinical trials currently underway or planned, continue research and new development programs, and continue operations. To fund its business plan, the Company continues to pursue potential strategic licensing or collaboration agreements as a possible source of financing. These business arrangements may be with new or existing partners and may include the Company’s clinical development programs as well as any of its intellectual property estate. Other potential sources of financing include equity and potential debt financing. Until the Company can generate significant cash through strategic licensing or collaboration agreements, it expects to continue to fund its operations with the financial resources it currently possesses. These financial resources may not be adequate to sustain the Company’s operations. Consequently, if the Company cannot obtain sufficient funding through strategic licensing or collaborations, it c ould be required to finance future cash needs through the sale of additional equity and/or debt securities in capital markets. However, t here can be no assurance that the Company will be able to raise the additional capital needed to complete its pipeline of research and development programs on commercially acceptable terms, if at all. The capital markets have experienced volatility in recent years, which has resulted in uncertainty with respect to availability of capital and hence the timing to meet an entity’s liquidity needs. If the Company is unable to raise capital on acceptable terms, its ability to continue its business would be materially and adversely affected. 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 the Company’s ability to operate as a going concern. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Jun. 30, 2016 | |
Summary of Significant 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. 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 raw materials, work-in-process and finished product of LeukoScan ® , is stated at the lower of cost (on a first-in, first-out basis) or market, and includes materials, labor and manufacturing overhead. 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 assets for impairment whenever events or changes in business circumstances occur that indicate that the carrying amount of the assets may not be recoverable. Immunomedics assesses the recoverability of long ‑lived assets held and to be used based on undiscounted cash flows, and measures the impairment, if any, using discounted cash flows. To date the Company has not taken any impairment charges on property and equipment. 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” , at the inception of a collaboration agreement. The criteria requires that (i) the Company determines if the milestone is commensurate with either its performance to achieve the milestone or the enhancement of value resulting from the Company’s activities to achieve the milestone, (ii) the milestone be related to past performance, and (iii) the milestone be reasonable relative to all deliverable and payment terms of the collaboration arrangement. If these criteria are met then the contingent milestones can be considered as substantive milestones and will be recognized as revenue in the period that the milestone is achieved. Royalties are recognized as earned in accordance with the terms of various research and collaboration agreements. 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, 2016 or 2015. The U.S. Federal statute of limitation remains open for the fiscal years 2012 onward. The Company’s tax returns filed in foreign jurisdictions remain open for the fiscal years 2012 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 2016, 2015 and 2014, 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 26,665,296 , 25,815,581 and 7,096,981 for the fiscal years ended June 2016, 2015 and 2014, 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 fair value of restricted stock units that vest based on achievement of certain market conditions are determined using a Monte Carlo simulation technique. 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, 2016, 2015 and 2014 is estimated on the date of grant using the Black ‑Scholes option ‑pricing model with the following weighted-average assumptions in the following table: Years ended June 30, 2016 2015 2014 Expected dividend yield 0% 0% 0% Expected option term (years) 5.03 5.07 3.85 Expected stock price volatility 58% 57% 65% Risk-free interest rate 1.00% - 1.64% 1.37% - 1.72% 0.03% - 1.79% 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 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 weighted average of the option term for the year ended June 30, 2014 was lower 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 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. Changes in any of these assumptions could impact, potentially materially, the amount of expense recorded in future periods related to stock-based awards. Financial Instruments The carrying amounts of cash and cash equivalents, other current assets and current liabilities approximate fair value due to the short ‑term maturity of these instruments. The Company considers all highly liquid investments with an original maturity of three months or less when purchased to be cash equivalents. Recently Issued Accounting Pronouncements In March 2016, the FASB issued ASU 2016-09, “ Improvements to Employee Share- Based Payment Accounting ” which simplified several aspects of the accounting for share-based payment transactions, including the income tax consequences, classification of awards as either equity or liabilities, and classification on the statement of cash flows. Public companies will be required to adopt this standard in annual reporting periods beginning after December 15, 2016, and interim periods within those annual periods. Early adoption is permitted in any interim or annual period provided that the entire standard is adopted. The Company does not expect ASU 2016-09 to have a material impact on the consolidated financial statement presentation. In February 2016, the FASB issued ASU 2016-02, “ Leases ”. This standard requires a lessee to record on the balance sheet the assets and liabilities for the rights and obligations created by lease terms of more than 12 months. The amendments in this update are effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years, and early application is permitted. The Company is assessing ASU 2016-02’s impact and will adopt it when effective. 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 ”. This guidance clarifies that an entity’s management should evaluate whether there are conditions or events, considered in the aggregate, that raise substantial doubt about the entity’s ability to continue as a going concern within one year after the date that the financial statements are issued. The amendments in this update are effective for annual reporting periods ending after December 15, 2016, and annual and interim periods thereafter, and early application is permitted. The Company is assessing ASU 2014-15’s impact and will adopt it when effective. On May 28, 2014, the FASB issued ASU 2014-09, “ Revenue from Contracts with Customers, ” which requires an entity to recognize the amount of revenue to which it expects to be entitled for the transfer of promised goods or services to customers. The ASU will replace most existing revenue recognition guidance in U.S. GAAP when it becomes effective. In August 2015, with the issuance of ASU 2015-14, the FASB amended the effective date of this ASU to fiscal years beginning after December 15, 2017, and early adoption is permitted only for fiscal years beginning after December 15, 2016. The standard permits the use of either the retrospective or cumulative effect transition method. The Company is assessing ASU 2014-09’s impact and will adopt it when effective. |
Marketable Securities
Marketable Securities | 12 Months Ended |
Jun. 30, 2016 | |
Marketable Securities [Abstract] | |
Marketable Securities | 3. Marketable Securities Immunomedics considers all of its current investments to be available-for-sale. Marketable securities at June 30, 2016 consist of the following (in thousands): Gross Gross Amortized Unrealized Unrealized Cost Gain (Loss) Fair Value U.S. Treasury Bonds $ $ $ — $ Certificate of Deposits — U.S. Government Sponsored Agencies — Corporate Debt Securities $ $ $ $ Maturities of debt securities classified as available-for-sale were as follows at June 30, 2016 (in thousands): Net Carrying Fair Value Amount Due within one year $ $ Due after one year through five years — — $ $ Marketable securities at June 30, 2015 consisted of the following (in thousands): Gross Gross Amortized Unrealized Unrealized Cost Gain (Loss) Fair Value U.S. Treasury Bonds $ $ $ — $ Certificate of Deposits — U.S. Government Sponsored Agencies Corporate Debt Securities $ $ $ $ |
Inventory
Inventory | 12 Months Ended |
Jun. 30, 2016 | |
Inventory [Abstract] | |
Inventory | 4. Inventory Inventory consisted of the following at June 30 (in thousands): 2016 2015 Raw Materials $ $ — Work-in-process — Finished goods $ $ |
Convertible Senior Notes
Convertible Senior Notes | 12 Months Ended |
Jun. 30, 2016 | |
Convertible Senior Notes [Abstract] | |
Convertible Senior Notes | 5. Convertible Senior Notes In February 2015, the Company issued $100.0 million of Convertible Senior 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 Senior 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, are amortized over the term of the Convertible Senior Notes. The Convertible Senior Notes are senior unsecured obligations of the Company. Interest at 4.75% is payable semiannually on February 15 and August 15 of each year. The effective interest rate on the Convertible Senior Notes was 5.48% for the period from the date of issuance through June 30, 2016. The Convertible Senior 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 Senior 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 Senior Notes), holders may require Immunomedics to purchase for cash all or part of the Convertible Senior Notes at a purchase price equal to 100% of the principal amount of the Convertible Senior Notes to be purchased, plus accrued and unpaid interest, if any, to, 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 Senior 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 Senior Notes occurs, holders may, upon satisfaction of certain conditions, accelerate the principal amount of the Convertible Senior Notes plus premium, if any, and accrued and unpaid interest, if any. In addition, the principal amount of the Convertible Senior 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 Senior Notes for the fiscal years ended June 30, 2016 and 2015 were $5.5 million and $2.1 million, respectively. Included in interest expense is the amortization of debt issuance costs of $0.7 million and $0.3 million, for the fiscal years ended June 30, 2016 and 2015, respectively. |
Estimated Fair Value of Financi
Estimated Fair Value of Financial Instruments | 12 Months Ended |
Jun. 30, 2016 | |
Estimated Fair Value of Financial Instruments [Abstract] | |
Estimated Fair Value of Financial Instruments | 6. 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, 2016 and 2015. 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, 2016 and 2015 are categorized based on the inputs to the valuation techniques as follows (in thousands): · Level 1 – Values are based on unadjusted quoted prices for identical assets or liabilities in an active market which the company has the ability to access at the measurement date (examples include active exchange-traded equity securities and most U.S. Government and agency securities). · Level 2 – Values are based on quoted market prices in markets where trading occurs infrequently or whose values are based on quoted prices of instruments with similar attributes in active markets. · Level 3 – Values are based on prices or valuation techniques that require inputs that are both unobservable and significant to the overall fair value measurement. These inputs reflect management’s own assumptions about the assumptions a market participant would use in pricing the asset. Cash equivalents and marketable securities: ($ in thousands) June 30, 2016 Level 1 Level 2 Level 3 Total Money Market Funds $ $ — $ — $ Marketable Securities: U.S. Treasury Bonds — — Certificate of Deposits — — U.S. Government Sponsored Agencies — — Corporate Debt Securities — — Total $ $ — $ — $ ($ in thousands) June 30, 2015 Level 1 Level 2 Level 3 Total Money Market Funds $ $ — $ — $ Marketable Securities: U.S. Treasury Bonds — — Certificate of Deposits — — U.S. Government Sponsored Agencies — — Corporate Debt Securities — — Total $ $ — $ — $ 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, 2016 As of June 30, 2015 Carrying Estimated Carrying Estimated Amount Fair Value Amount Fair Value Convertible Senior Notes $ $ $ $ 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, 2016 | |
Property and Equipment [Abstract] | |
Property and Equipment | 7. Property and Equipment Property and equipment consisted of the following at June 30 (in thousands): 2016 2015 Machinery and equipment $ $ Leasehold improvements Furniture and fixtures Computer equipment Accumulated depreciation and amortization $ $ Depreciation and amortization expense for the years ended June 30, 2016, 2015 and 2014 was $0.7 million, $0.6 million and $0.6 million, respectively. |
Accounts Payable and Accrued Ex
Accounts Payable and Accrued Expenses | 12 Months Ended |
Jun. 30, 2016 | |
Accounts Payable and Accrued Expenses [Abstract] | |
Accounts Payable and Accrued Expenses | 8. Accounts Payable and Accrued Expenses Accounts payable and accrued expenses consisted of the following at June 30 (in thousands): 2016 2015 Clinical trial accruals $ $ Trade accounts payable Accrued interest expense Executive bonus Miscellaneous other current liabilities $ $ |
Stockholders' Deficit
Stockholders' Deficit | 12 Months Ended |
Jun. 30, 2016 | |
Stockholders’ Deficit [Abstract] | |
Stockholders' (Deficit) Equity | 9. Stockholders’ Deficit 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, 2016, 2015 and 2014 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. 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, 2016, there were 15,870,644 shares of common stock reserved for possible future issuance under the Plan, both currently outstanding ( 6,081,936 shares) and which were available to be issued for future grants ( 9,788,708 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 2016, 2015 and 2014, stock options were granted to these outside directors to purchase an aggregate of 115,284 shares, 89,204 shares and 66,348 shares, respectively. The values of the granted options were $180 thousand for each of the fiscal years ended June 30, 2016, 2015 and 2014. 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 $201 thousand, $180 thousand and $246 thousand for stock-based compensation expense for these non-employee Board members stock options for the years ended June 30, 2016, 2015 and 2014, 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 2016, 2015 and 2014, restricted stock units were granted to these outside directors in an aggregate of 57,876 units, 42,656 units and 38,216 units, respectively. The value of the units granted were $180 thousand for each of the fiscal years ended June 30, 2016, 2015 and 2014. Restricted stock units granted to outside directors become vested within one year of grant date. The Company recorded $181 thousand, $180 thousand and $204 thousand for stock-based compensation expense for these non-employee Board members restricted stock units for the years ended June 30, 2016, 2015 and 2014, respectively. Information concerning options for the years ended June 30, 2016, 2015 and 2014 is summarized as follows: Number of Shares Weighted Average Exercise Price 2016 2015 2014 2016 2015 2014 Options outstanding, beginning of year $ $ $ Options granted $ $ $ Options exercised $ $ $ Options expired or forfeited $ $ $ Options outstanding, end of year $ $ $ Options exercisable, end of year $ $ $ The weighted average fair value at the date of grant for options granted during the years ended June 30, 2016, 2015 and 2014 were $1.08 , $1.91 and $1.91 per share, respectively. The aggregate intrinsic value of the outstanding stock options as of June 30, 2016 and 2015 is $0.3 million and $3.3 million, respectively. The aggregate intrinsic value of the exercisable stock options as of June 30, 2016 and 2015 is $25 thousand and $2.7 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, 2016, 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 2016, 2015 and 2014 fiscal years was $1.2 million, $1.8 million and $0.8 million, respectively. Included in research and development and general and administrative expense categories the Company has recorded $1.5 million, $1.4 million and $1.5 million for stock-based compensation expense related to these stock options during the 2016, 2015 and 2014 fiscal years, respectively. The following table summarizes information concerning options outstanding under the Plan at June 30, 2016: Weighted Weighted Weighted Number average average Number average Range of outstanding exercise remaining exercisable exercise exercise price at June 30, 2016 price term (yrs.) at June 30, 2016 price $ 1.59 - 3.00 $ 5.93 $ 3.01 - 5.00 3.48 5.01 - 7.00 4.14 $ 3.98 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). On August 20, 2015, the Company awarded an additional 214,205 restricted stock units to certain executive officers of the Company at the closing price on that date ( $1.76 per share). These restricted stock units will vest over a four year period. As of June 30, 2016 there was $0.9 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. The cost is being recognized over a weighted-average period of 2.18 years. The Company recorded $0.6 million, $0.8 million and $0.7 million for stock-based compensation expense for these executive officers for the fiscal years ended June 30, 2016, 2015 and 2014, 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, 2016, 253,412 of these Performance Units have vested and 136,452 are available if all performances are achieved within five years of grant date. The Company recorded $0.3 million, $0.4 million and $1.1 million for the stock-based compensation for the fiscal years ended June 30, 2016, 2015 and 2014, respectively. As of June 30, 2016, total unrecognized compensation cost related to these non-vested Performance Units granted aggregates $0.1 million which is being recognized over a weighted-average period of 1.8 years. The unrecognized compensation cost is subject to modification on a quarterly basis based on review of performance probability and requisite achievement periods. As part of the Amended and Restated Employment Agreement with Dr. Goldenberg which became effective July 1, 2015, (see Note 11), Dr. Goldenberg received a grant of 1,500,000 Restricted Stock Units, which shall vest, if at all, after the three (3) year period commencing on the grant date of July 14, 2015, provided the applicable milestones based on achievement of certain market conditions (stock prices) 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 Company recorded $1.1 million for the stock-based compensation for the fiscal year ended June 30 , 2016 for this agreement. There is $2.3 million of total unrecognized compensation cost related to these non-vested Restricted Stock Units granted as of June 30, 2016. That cost is being recognized over a remaining weighted-average period of 2.04 years. The Restricted Stock Units granted to Dr. Goldenberg were valued using Monte Carlo simulation technique using the following assumptions: Expected dividend % Expected option term (years) Expected stock price volatility % Risk-free interest rate % A summary of the Company’s non-vested restricted stock units at June 30, 2016, and changes during the year ended June 30, 2016 is presented below: Weighted-Average per Share of Market Value Non-Vested Restricted Stock Number of Awards on Grant Date Non-vested at July 1, 2015 $ Restricted Units Granted (a) Restricted Units Granted – vesting based on certain market conditions (b) (c) Vested/Exercised Non-vested at June 30, 2016 $ (a) For the year ended June 30, 2016, 198,864 restricted stock units were awarded to the Company’s President and Chief Executive Officer, 15,341 restricted stock units were awarded to the Company’s Chief Financial Officer and 57,876 restricted stock units were awarded to the Company’s Board of Directors. (b) For the year ended June 30, 2016, 1,500,000 restricted stock units were awarded to the Company’s Chairman, Chief Scientific Officer and Chief Patent Officer. (c) Represents fair value on date of grant determined by using Monte Carlo simulation technique. The non-vested restricted stock units included above had a weighted-average remaining contractual life of approximately 5.3 years at June 30, 2016. As of June 30, 2016, the Company has 3,348,094 non-vested options, restricted stock shares and performance units outstanding. As of June 30, 2016, 2015 and 2014 there was $5.2 million, $4.5 million and $5.0 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 2.18 years. The weighted average remaining contractual terms of the exercisable shares is 3.15 years and 2.79 years as of June 30, 2016 and 2015, 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, 2016, 2015 and 2014 (in thousands): Fiscal Year Ended June 30, 2016 2015 2014 Research and development $ $ $ General and administrative Total expense $ $ $ |
Accumulated Other Comprehensive
Accumulated Other Comprehensive (Loss) Income | 12 Months Ended |
Jun. 30, 2016 | |
Stockholders’ Deficit [Abstract] | |
Accumulated Other Comprehensive (Loss) Income | 10 . Accumulated Other Comprehensive (Loss) Income The components of accumulated other comprehensive (loss) income were as follows (in thousands): Currency Net Unrealized Gains Accumulated Other Translation (Losses) on Available- Comprehensive Adjustments for-Sale Securities (Loss) Income Balance, June 30, 2013 $ $ — $ Other comprehensive income before reclassifications Amounts reclassified from accumulated other comprehensive income (a) — Net other comprehensive income for the year — Balance, June 30, 2014 — Other comprehensive (loss) before reclassifications Amounts reclassified from accumulated other comprehensive (loss) (a) — Net other comprehensive (loss) for the year Balance, June 30, 2015 Other comprehensive income before reclassifications Amounts reclassified from accumulated other comprehensive income (a) — Net other comprehensive income for the year Balance, June 30, 2016 $ $ $ (a) For the fiscal years ended June 30, 2016, 2015 and 2014, $2 thousand, $11 thousand and $7 thousand were reclassified from accumulated other comprehensive (loss) income to interest and other income, respectively . All components of accumulated other comprehensive (loss) 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, 2016 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 11 . Income Taxes The (benefit) expense for income taxes is as follows (in thousands): Year Ended June 30, 2016 2015 2014 Federal Current $ — $ — $ — Deferred — — — Total Federal — — — State Current Deferred — — — Total State Foreign Current — Deferred — — — Total Foreign — Total (Benefit) Expense $ $ $ A reconciliation of the statutory tax rates and the effective tax rates for each of the years ended June 30 is as follows: 2016 2015 2014 Statutory rate % % % Foreign income tax — % % % Change in valuation allowance % % % State income taxes, (net of federal tax benefit) % — % — % Other % % % Effective rate % % — % For fiscal year 2016, the Company sold certain State of New Jersey State Net Operating Losses (“NOL”) and Research and Development (“R&D”) tax credits through the New Jersey Economic Development Authority Technology Business Tax Certificate Transfer Program. Pursuant to such sale, for the year ended June 30, 2016, the Company recorded a tax benefit of $5.1 million, as a result of its sale of approximately $66.2 million, of New Jersey State NOL and $1.5 million of New Jersey R&D tax credits. There were no sales of NOL or R&D for the fiscal years 2015 and 2014. The tax effects of temporary differences that give rise to significant portions of the Company’s deferred tax assets as of June 30, 2016 and 2015 are presented below (in thousands): 2016 2015 Deferred tax assets: NOL carry forwards $ $ Research and development credits Property and equipment Other Total Valuation allowance 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 2016 and 2015 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, 2016, the Company has available net operating loss carry forwards for federal income tax reporting purposes of approximately $288.7 million and for state income tax reporting purposes of approximately $108.5 million, which expire at various dates between fiscal 2017 and 2036 . 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, 2016, 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 2012 and forward and for New Jersey 2013 and forward. The Company conducts business and files tax returns in New Jersey. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Jun. 30, 2016 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 12. 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 has ceased operations, and IBC Pharmaceuticals, Inc . , the Company’s majority-owned subsidiary. 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 has ceased operations. Employment Agreement s 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"). 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 2016, 2015 and 2014 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. In fiscal years ended June 30, 2016, 2015 and 2014, the Company incurred $27 thousand, $33 thousand and $26 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 has ceased operations. IBC Pharmaceuticals IBC Pharmaceuticals, Inc. (“IBC”) is a majority-owned subsidiary of Immunomedics, Inc. As of June 30, 2016, 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 % Third Party Investors 628,282 shares of Series B Preferred Stock % David M. Goldenberg Millennium Trust 1,399,926 shares of Series C Preferred Stock % % 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 2016, 2015 and 2014, Dr. Goldenberg received $87 thousand, $84 thousand and $79 thousand, respectively, in compensation for his services to IBC. At June 30, 2016, Dr. Goldenberg was a director of IBC, while Cynthia L. Sullivan, Michael Garone, Vice President of Finance and CFO of Immunomedics, Inc., and Chau Cheng, Senior Director, Investor Relations and Corporate Secretary of Immunomedics, Inc., serve as the President, Treasurer and Secretary, respectively, of IBC. |
License and Collaboration Agree
License and Collaboration Agreements | 12 Months Ended |
Jun. 30, 2016 | |
License and Collaboration Agreements [Abstract] | |
License and Collaboration Agreements | 13. 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 manufactured and supplied clinical-grade epratuzumab to Bayer, which has rights to evaluate the potential of a Targeted Thorium Conjugate (“TTC”), linking thorium-227 to epratuzumab, for the treatment of patients with cancer. Bayer has the right to terminate the Collaboration Agreement with three months prior written notice, subject to certain provisions. 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 aggregating $6.0 million, which have been recognized in prior periods 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 2016 and 2015, the Company recorded revenue of $0.3 million representing an anniversary payment under the agreement. The contract provides for the Company to receive one more similar payment of $0.3 million, representing “anniversary payment” over the next fiscal year. 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. On December 27, 2011, the Company entered into the Amendment Agreement with UCB which 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. 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. 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. On February 25, 2016, UCB notified the Company that it ceased all Development (as defined in the Agreement) of the Licensed Compound (as defined in the Agreement) and subsequently terminated the Agreement effective March 26, 2016. As a result of the Agreement’s termination, all rights to the Licensed Product revert to the Company and the parties must cooperate to transition such rights back to the Company. The 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 expires December 27, 2016. The parties are in discussions regarding the transition of the Licensed Product back to the Company. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Jun. 30, 2016 | |
Commitments and Contingencies [Abstract] | |
Commitments and Contingencies | 14. 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 11). 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 Employment Agreement with Dr. David M. 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. 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 11). 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 2016, 2015 and 2014. The minimum lease commitments for the non-cancelable term of the facility lease described above are as follows for fiscal years (in thousands): 2017 $ 2018 $ 2019 $ 2020 $ 2021 $ Thereafter $ Legal Matters Shareholder complaints: Class Action Shareholder Federal Securities Cases . Two purported class action cases have been filed in the United States District Court for the District of New Jersey; namely, Fergus v. Immunomedics, Inc. , et al., No. 2:16-cv-03335, filed June 9, 2016; and Becker v. Immunomedics, Inc., et al ., No. 2:16-cv-03374, filed June 10, 2016. These cases arise from the same alleged facts and circumstances, and seek class certification on behalf of purchasers of our common stock between April 20, 2016 and June 2, 2016 (with respect to the Fergus matter) and between April 20, 2016 and June 3, 2016 (with respect to the Becker matter). These cases concern the Company's statements in press releases, investor conference calls, and SEC filings beginning in April 2016 that the Company would present updated information regarding its IMMU-132 breast cancer drug at the 2016 American Society of Clinical Oncology ("ASCO") conference in Chicago, Illinois. The complaints allege that these statements were false and misleading in light of June 2, 2016 reports that ASCO had cancelled the presentation because it contained previously reported information. The complaints further allege that these statements resulted in artificially inflated prices for our common stock, and that the Company and certain of its officers are thus liable under Sections 10(b) and 20(a) of the Securities Exchange Act of 1934. As of the date hereof, service of the initiating papers in these actions has not been made on the Company. 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: Immunomedics filed a first amended complaint on October 22, 2015 and a second amended complaint on January 14, 2016 in the United States District Court for the District of New Jersey, against defendants Roger Williams Medical Center (“RWMC”), Richard P. Junghans, M.D., Ph.D., and Steven C. Katz, M.D. The second amended complaint alleges that these defendants breached a Material Transfer Agreement (“MTA”) through which it provided to them a monoclonal antibody known as MN-14 and related materials. Defendants are alleged to have breached the MTA and to have been negligent by, among other things, using the materials beyond the agreed-upon Research Project (as defined in the MTA), sharing confidential information, failing to provide Immunomedics with a right of first refusal, failing to notify Immunomedics of intended publications prior to publishing, and refusing to return the materials upon request. Immunomedics also asserts against these defendants claims of conversion, tortious interference, unjust enrichment, and infringement of three patents owned by Immunomedics. On January 28, 2016, defendants filed an Answer to the Second Amended Complaint. Immunomedics and defendants are currently engaged in fact discovery and the exchange of patent disclosures. |
Geographic Segments
Geographic Segments | 12 Months Ended |
Jun. 30, 2016 | |
Geographic Segments [Abstract] | |
Geographic Segments | 15. 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): As of and for the year ended June 30, 2016 United States Europe Total Total assets $ $ $ Property and equipment, net Revenues Loss before taxes As of and for the year ended June 30, 2015 United States Europe Total Total assets $ $ $ Property and equipment, net Revenues (Loss) income before taxes As of and for the year ended June 30, 2014 United States Europe Total Total assets $ $ $ Property and equipment, net — Revenues Loss before taxes |
Defined Contribution Plans
Defined Contribution Plans | 12 Months Ended |
Jun. 30, 2016 | |
Defined Contribution Plans [Abstract] | |
Defined Contribution Plans | 16. 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, $99 thousand and $96 thousand for the years ended June 30, 2016, 2015 and 2014, respectively. |
Quarterly Results of Operations
Quarterly Results of Operations (Unaudited) | 12 Months Ended |
Jun. 30, 2016 | |
Quarterly Results of Operations (Unaudited) [Abstract] | |
Quarterly Results of Operations | 17 . Quarterly Results of Operations (Unaudited) The following table present summarized unaudited quarterly financial data: Three Months Ended June 30, March 31, December 31, September 30, 2016 2016 2015 2015 (In thousands, except for per share amounts) Consolidated Statements of Comprehensive Loss Data: Revenues $ $ $ $ Net loss attributable to Immunomedics, Inc. stockholders Loss per common share attributable to Immunomedics Inc. stockholders – (basic and diluted) $ $ $ $ Weighted average shares used to calculate loss per common share – (basic and diluted) Three Months Ended June 30, March 31, December 31, September 30, 2015 2015 2014 2014 (In thousands, except for per share amounts) Consolidated Statements of Comprehensive Loss Data: Revenues $ $ $ $ Net loss attributable to Immunomedics, Inc. stockholders Loss per common share attributable to Immunomedics Inc. stockholders – (basic and diluted) $ $ $ $ Weighted average shares used to calculate loss per common share – (basic and diluted) |
Schedule II - Valuation and Qua
Schedule II - Valuation and Qualifying Reserves | 12 Months Ended |
Jun. 30, 2016 | |
Valuation and Qualifying Reserves [Abstract] | |
Schedule II - Valuation and Qualifying Reserves | Immunomedics, Inc. and Subsidiaries Schedule II – Valuation and Qualifying Reserves For the Fiscal Years Ended June 30, 2016, 2015 and 2014 (in thousands) Allowance for Doubtful Accounts Balance at Balance at Beginning of Changes to Credits to Other End of Year ended: Year Reserve Expense Charges Year June 30, 2014 $ $ $ — $ — $ June 30, 2015 $ $ $ — $ — $ June 30, 2016 $ $ $ — $ — $ |
Summary of Significant Accoun25
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Jun. 30, 2016 | |
Summary of Significant 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. |
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 raw materials, work-in-process and finished product of LeukoScan ® , is stated at the lower of cost (on a first-in, first-out basis) or market, and includes materials, labor and manufacturing overhead. |
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 assets for impairment whenever events or changes in business circumstances occur that indicate that the carrying amount of the assets may not be recoverable. Immunomedics assesses the recoverability of long ‑lived assets held and to be used based on undiscounted cash flows, and measures the impairment, if any, using discounted cash flows. To date the Company has not taken any impairment charges on property and equipment. |
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” , at the inception of a collaboration agreement. The criteria requires that (i) the Company determines if the milestone is commensurate with either its performance to achieve the milestone or the enhancement of value resulting from the Company’s activities to achieve the milestone, (ii) the milestone be related to past performance, and (iii) the milestone be reasonable relative to all deliverable and payment terms of the collaboration arrangement. If these criteria are met then the contingent milestones can be considered as substantive milestones and will be recognized as revenue in the period that the milestone is achieved. Royalties are recognized as earned in accordance with the terms of various research and collaboration agreements. 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 & 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, 2016 or 2015. The U.S. Federal statute of limitation remains open for the fiscal years 2012 onward. The Company’s tax returns filed in foreign jurisdictions remain open for the fiscal years 2012 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 2016, 2015 and 2014, 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 26,665,296 , 25,815,581 and 7,096,981 for the fiscal years ended June 2016, 2015 and 2014, 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 fair value of restricted stock units that vest based on achievement of certain market conditions are determined using a Monte Carlo simulation technique. 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, 2016, 2015 and 2014 is estimated on the date of grant using the Black ‑Scholes option ‑pricing model with the following weighted-average assumptions in the following table: Years ended June 30, 2016 2015 2014 Expected dividend yield 0% 0% 0% Expected option term (years) 5.03 5.07 3.85 Expected stock price volatility 58% 57% 65% Risk-free interest rate 1.00% - 1.64% 1.37% - 1.72% 0.03% - 1.79% 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 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 weighted average of the option term for the year ended June 30, 2014 was lower 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 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. Changes in any of these assumptions could impact, potentially materially, the amount of expense recorded in future periods related to stock-based awards. |
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 maturity of these instruments. The Company considers all highly liquid investments with an original maturity of three months or less when purchased to be cash equivalents. |
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements In March 2016, the FASB issued ASU 2016-09, “ Improvements to Employee Share- Based Payment Accounting ” which simplified several aspects of the accounting for share-based payment transactions, including the income tax consequences, classification of awards as either equity or liabilities, and classification on the statement of cash flows. Public companies will be required to adopt this standard in annual reporting periods beginning after December 15, 2016, and interim periods within those annual periods. Early adoption is permitted in any interim or annual period provided that the entire standard is adopted. The Company does not expect ASU 2016-09 to have a material impact on the consolidated financial statement presentation. In February 2016, the FASB issued ASU 2016-02, “ Leases ”. This standard requires a lessee to record on the balance sheet the assets and liabilities for the rights and obligations created by lease terms of more than 12 months. The amendments in this update are effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years, and early application is permitted. The Company is assessing ASU 2016-02’s impact and will adopt it when effective. 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 ”. This guidance clarifies that an entity’s management should evaluate whether there are conditions or events, considered in the aggregate, that raise substantial doubt about the entity’s ability to continue as a going concern within one year after the date that the financial statements are issued. The amendments in this update are effective for annual reporting periods ending after December 15, 2016, and annual and interim periods thereafter, and early application is permitted. The Company is assessing ASU 2014-15’s impact and will adopt it when effective. On May 28, 2014, the FASB issued ASU 2014-09, “ Revenue from Contracts with Customers, ” which requires an entity to recognize the amount of revenue to which it expects to be entitled for the transfer of promised goods or services to customers. The ASU will replace most existing revenue recognition guidance in U.S. GAAP when it becomes effective. In August 2015, with the issuance of ASU 2015-14, the FASB amended the effective date of this ASU to fiscal years beginning after December 15, 2017, and early adoption is permitted only for fiscal years beginning after December 15, 2016. The standard permits the use of either the retrospective or cumulative effect transition method. The Company is assessing ASU 2014-09’s impact and will adopt it when effective. |
Summary of Significant Accoun26
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Jun. 30, 2016 | |
Summary of Significant Accounting Policies [Abstract] | |
Schedule of Options Weighted-Average Assumptions | The fair value of each option granted during the years ended June 30, 2016, 2015 and 2014 is estimated on the date of grant using the Black ‑Scholes option ‑pricing model with the following weighted-average assumptions in the following table: Years ended June 30, 2016 2015 2014 Expected dividend yield 0% 0% 0% Expected option term (years) 5.03 5.07 3.85 Expected stock price volatility 58% 57% 65% Risk-free interest rate 1.00% - 1.64% 1.37% - 1.72% 0.03% - 1.79% |
Marketable Securities (Tables)
Marketable Securities (Tables) | 12 Months Ended |
Jun. 30, 2016 | |
Maturities of Debt Securities Classified as Available-for-Sale | Maturities of debt securities classified as available-for-sale were as follows at June 30, 2016 (in thousands): Net Carrying Fair Value Amount Due within one year $ $ Due after one year through five years — — $ $ |
Current Year | |
Components of Marketable Securities | Gross Gross Amortized Unrealized Unrealized Cost Gain (Loss) Fair Value U.S. Treasury Bonds $ $ $ — $ Certificate of Deposits — U.S. Government Sponsored Agencies — Corporate Debt Securities $ $ $ $ |
Prior Year | |
Components of Marketable Securities | Gross Gross Amortized Unrealized Unrealized Cost Gain (Loss) Fair Value U.S. Treasury Bonds $ $ $ — $ Certificate of Deposits — U.S. Government Sponsored Agencies Corporate Debt Securities $ $ $ $ |
Inventory (Tables)
Inventory (Tables) | 12 Months Ended |
Jun. 30, 2016 | |
Inventory [Abstract] | |
Schedule of Inventory | Inventory consisted of the following at June 30 (in thousands): 2016 2015 Raw Materials $ $ — Work-in-process — Finished goods $ $ |
Estimated Fair Value of Finan29
Estimated Fair Value of Financial Instruments (Tables) | 12 Months Ended |
Jun. 30, 2016 | |
Estimated Fair Value of Financial Instruments [Abstract] | |
Financial Instruments Recorded on Condensed Consolidated Balance Sheets | ($ in thousands) June 30, 2016 Level 1 Level 2 Level 3 Total Money Market Funds $ $ — $ — $ Marketable Securities: U.S. Treasury Bonds — — Certificate of Deposits — — U.S. Government Sponsored Agencies — — Corporate Debt Securities — — Total $ $ — $ — $ ($ in thousands) June 30, 2015 Level 1 Level 2 Level 3 Total Money Market Funds $ $ — $ — $ Marketable Securities: U.S. Treasury Bonds — — Certificate of Deposits — — U.S. Government Sponsored Agencies — — Corporate Debt Securities — — Total $ $ — $ — $ |
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, 2016 As of June 30, 2015 Carrying Estimated Carrying Estimated Amount Fair Value Amount Fair Value Convertible Senior Notes $ $ $ $ |
Property and Equipment (Tables)
Property and Equipment (Tables) | 12 Months Ended |
Jun. 30, 2016 | |
Property and Equipment [Abstract] | |
Summary of Property and Equipment | Property and equipment consisted of the following at June 30 (in thousands): 2016 2015 Machinery and equipment $ $ Leasehold improvements Furniture and fixtures Computer equipment Accumulated depreciation and amortization $ $ |
Accounts Payable and Accrued 31
Accounts Payable and Accrued Expenses (Tables) | 12 Months Ended |
Jun. 30, 2016 | |
Accounts Payable and Accrued Expenses [Abstract] | |
Summary of Accounts Payable and Accrued Expenses | Accounts payable and accrued expenses consisted of the following at June 30 (in thousands): 2016 2015 Clinical trial accruals $ $ Trade accounts payable Accrued interest expense Executive bonus Miscellaneous other current liabilities $ $ |
Stockholders' Deficit (Tables)
Stockholders' Deficit (Tables) | 12 Months Ended |
Jun. 30, 2016 | |
Summary of Options | Number of Shares Weighted Average Exercise Price 2016 2015 2014 2016 2015 2014 Options outstanding, beginning of year $ $ $ Options granted $ $ $ Options exercised $ $ $ Options expired or forfeited $ $ $ Options outstanding, end of year $ $ $ Options exercisable, end of year $ $ $ |
Options Outstanding under Plan | Weighted Weighted Weighted Number average average Number average Range of outstanding exercise remaining exercisable exercise exercise price at June 30, 2016 price term (yrs.) at June 30, 2016 price $ 1.59 - 3.00 $ 5.93 $ 3.01 - 5.00 3.48 5.01 - 7.00 4.14 $ 3.98 |
Schedule of Restricted Stock Unit Weighted-Average Assumptions | The fair value of each option granted during the years ended June 30, 2016, 2015 and 2014 is estimated on the date of grant using the Black ‑Scholes option ‑pricing model with the following weighted-average assumptions in the following table: Years ended June 30, 2016 2015 2014 Expected dividend yield 0% 0% 0% Expected option term (years) 5.03 5.07 3.85 Expected stock price volatility 58% 57% 65% Risk-free interest rate 1.00% - 1.64% 1.37% - 1.72% 0.03% - 1.79% |
Non-Vested Restricted Stock Units | Weighted-Average per Share of Market Value Non-Vested Restricted Stock Number of Awards on Grant Date Non-vested at July 1, 2015 $ Restricted Units Granted (a) Restricted Units Granted – vesting based on certain market conditions (b) (c) Vested/Exercised Non-vested at June 30, 2016 $ (a) For the year ended June 30, 2016, 198,864 restricted stock units were awarded to the Company’s President and Chief Executive Officer, 15,341 restricted stock units were awarded to the Company’s Chief Financial Officer and 57,876 restricted stock units were awarded to the Company’s Board of Directors. (b) For the year ended June 30, 2016, 1,500,000 restricted stock units were awarded to the Company’s Chairman, Chief Scientific Officer and Chief Patent Officer. Represents fair value on date of grant determined by using Monte Carlo simulation technique. |
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, 2016, 2015 and 2014 (in thousands): Fiscal Year Ended June 30, 2016 2015 2014 Research and development $ $ $ General and administrative Total expense $ $ $ |
Goldenberg Agreement [Member] | Restricted Stock Units | |
Schedule of Restricted Stock Unit Weighted-Average Assumptions | Expected dividend % Expected option term (years) Expected stock price volatility % Risk-free interest rate % |
Accumulated Other Comprehensi33
Accumulated Other Comprehensive (Loss) Income (Tables) | 12 Months Ended |
Jun. 30, 2016 | |
Stockholders’ Deficit [Abstract] | |
Components of Accumulated Other Comprehensive Loss | Currency Net Unrealized Gains Accumulated Other Translation (Losses) on Available- Comprehensive Adjustments for-Sale Securities (Loss) Income Balance, June 30, 2013 $ $ — $ Other comprehensive income before reclassifications Amounts reclassified from accumulated other comprehensive income (a) — Net other comprehensive income for the year — Balance, June 30, 2014 — Other comprehensive (loss) before reclassifications Amounts reclassified from accumulated other comprehensive (loss) (a) — Net other comprehensive (loss) for the year Balance, June 30, 2015 Other comprehensive income before reclassifications Amounts reclassified from accumulated other comprehensive income (a) — Net other comprehensive income for the year Balance, June 30, 2016 $ $ $ (a) For the fiscal years ended June 30, 2016, 2015 and 2014, $2 thousand, $11 thousand and $7 thousand were reclassified from accumulated other comprehensive (loss) income to interest and other income, respectively . |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Jun. 30, 2016 | |
Income Tax Disclosure [Abstract] | |
Expense for Income Taxes | The (benefit) expense for income taxes is as follows (in thousands): Year Ended June 30, 2016 2015 2014 Federal Current $ — $ — $ — Deferred — — — Total Federal — — — State Current Deferred — — — Total State Foreign Current — Deferred — — — Total Foreign — Total (Benefit) Expense $ $ $ |
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: 2016 2015 2014 Statutory rate % % % Foreign income tax — % % % Change in valuation allowance % % % State income taxes, (net of federal tax benefit) % — % — % Other % % % Effective rate % % — % |
Tax Effects of Temporary Differences in Deferred Tax Assets | For fiscal year 2016, the Company sold certain State of New Jersey State Net Operating Losses (“NOL”) and Research and Development (“R&D”) tax credits through the New Jersey Economic Development Authority Technology Business Tax Certificate Transfer Program. Pursuant to such sale, for the year ended June 30, 2016, the Company recorded a tax benefit of $5.1 million, as a result of its sale of approximately $66.2 million, of New Jersey State NOL and $1.5 million of New Jersey R&D tax credits. There were no sales of NOL or R&D for the fiscal years 2015 and 2014. The tax effects of temporary differences that give rise to significant portions of the Company’s deferred tax assets as of June 30, 2016 and 2015 are presented below (in thousands): 2016 2015 Deferred tax assets: NOL carry forwards $ $ Research and development credits Property and equipment Other Total Valuation allowance Net deferred taxes $ — $ — |
Related Party Transactions (Tab
Related Party Transactions (Tables) | 12 Months Ended |
Jun. 30, 2016 | |
Related Party Transaction, Due from (to) Related Party | |
Schedule of Related Party Transactions | As of June 30, 2016, 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 % Third Party Investors 628,282 shares of Series B Preferred Stock % David M. Goldenberg Millennium Trust 1,399,926 shares of Series C Preferred Stock % % |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Jun. 30, 2016 | |
Commitments and Contingencies [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): 2017 $ 2018 $ 2019 $ 2020 $ 2021 $ Thereafter $ |
Geographic Segments (Tables)
Geographic Segments (Tables) | 12 Months Ended |
Jun. 30, 2016 | |
Geographic Segments [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): As of and for the year ended June 30, 2016 United States Europe Total Total assets $ $ $ Property and equipment, net Revenues Loss before taxes As of and for the year ended June 30, 2015 United States Europe Total Total assets $ $ $ Property and equipment, net Revenues (Loss) income before taxes As of and for the year ended June 30, 2014 United States Europe Total Total assets $ $ $ Property and equipment, net — Revenues Loss before taxes |
Quarterly Results of Operatio38
Quarterly Results of Operations (Tables) | 12 Months Ended |
Jun. 30, 2016 | |
Quarterly Results of Operations (Unaudited) [Abstract] | |
Summarized Unaudited Quarterly Financial Data | Three Months Ended June 30, March 31, December 31, September 30, 2016 2016 2015 2015 (In thousands, except for per share amounts) Consolidated Statements of Comprehensive Loss Data: Revenues $ $ $ $ Net loss attributable to Immunomedics, Inc. stockholders Loss per common share attributable to Immunomedics Inc. stockholders – (basic and diluted) $ $ $ $ Weighted average shares used to calculate loss per common share – (basic and diluted) Three Months Ended June 30, March 31, December 31, September 30, 2015 2015 2014 2014 (In thousands, except for per share amounts) Consolidated Statements of Comprehensive Loss Data: Revenues $ $ $ $ Net loss attributable to Immunomedics, Inc. stockholders Loss per common share attributable to Immunomedics Inc. stockholders – (basic and diluted) $ $ $ $ Weighted average shares used to calculate loss per common share – (basic and diluted) |
Business Overview (Details)
Business Overview (Details) $ in Millions | 12 Months Ended |
Jun. 30, 2016USD ($)subsidiary | |
Summary of Significant Accounting Policies [Abstract] | |
Number of subsidiaries | subsidiary | 2 |
Cash, cash equivalents and marketable securities | $ | $ 50.6 |
Estimated period for cash flow projection | 12 months |
Summary of Significant Accoun40
Summary of Significant Accounting Policies (Details) - shares | 12 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2014 | |
Significant Accounting Policies [Line Items] | |||
Highly liquid investments, original maturity period | 3 months | ||
Anti-dilutive potential shares of common stock | 0 | 0 | 0 |
Common stock equivalents excluded from the diluted per share calculation | 26,665,296 | 25,815,581 | 7,096,981 |
Minimum [Member] | |||
Significant Accounting Policies [Line Items] | |||
Property and equipment useful lives | 5 years | ||
Income Tax Examination Period | 3 years | ||
Maximum [Member] | |||
Significant Accounting Policies [Line Items] | |||
Property and equipment useful lives | 10 years | ||
Income Tax Examination Period | 5 years |
Summary of Significant Accoun41
Summary of Significant Accounting Policies - Schedule of Options (Details) | 12 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2014 | |
Expected dividend yield | 0.00% | 0.00% | 0.00% |
Expected option term (years) | 5 years 11 days | 5 years 26 days | 3 years 10 months 6 days |
Expected stock price volatility | 58.00% | 57.00% | 65.00% |
Risk-free interest rate, minimum | 1.00% | 1.37% | 0.03% |
Risk-free interest rate, maximum | 1.64% | 1.72% | 1.79% |
Other Stock Option [Member] | |||
Expected option term (years) | 5 years 1 month 6 days |
Marketable Securities (Details)
Marketable Securities (Details) - USD ($) $ in Thousands | Jun. 30, 2016 | Jun. 30, 2015 |
Schedule of Available-for-sale Securities [Line Items] | ||
Amortized Cost | $ 37,384 | $ 86,154 |
Gross Unrealized Gain | 42 | 50 |
Gross Unrealized (Loss) | (2) | (38) |
Fair Value | 37,424 | 86,166 |
Certificates of Deposits [Member] | ||
Schedule of Available-for-sale Securities [Line Items] | ||
Amortized Cost | 3,000 | 6,000 |
Gross Unrealized Gain | 3 | 4 |
Fair Value | 3,003 | 6,004 |
U.S. Treasury Bonds [Member] | ||
Schedule of Available-for-sale Securities [Line Items] | ||
Amortized Cost | 5,059 | 13,375 |
Gross Unrealized Gain | 6 | 14 |
Fair Value | 5,065 | 13,389 |
U.S. Government Sponsored Agencies [Member] | ||
Schedule of Available-for-sale Securities [Line Items] | ||
Amortized Cost | 14,311 | 40,694 |
Gross Unrealized Gain | 31 | 30 |
Gross Unrealized (Loss) | (9) | |
Fair Value | 14,342 | 40,715 |
Corporate Debt Securities [Member] | ||
Schedule of Available-for-sale Securities [Line Items] | ||
Amortized Cost | 15,014 | 26,085 |
Gross Unrealized Gain | 2 | 2 |
Gross Unrealized (Loss) | (2) | (29) |
Fair Value | $ 15,014 | $ 26,058 |
Marketable Securities - Maturit
Marketable Securities - Maturities of Debt Securities Classified as Available-for-Sale (Details) - USD ($) $ in Thousands | Jun. 30, 2016 | Jun. 30, 2015 |
Marketable Securities [Abstract] | ||
Fair Value, Due within one year | $ 37,424 | |
Fair Value | 37,424 | $ 86,166 |
Net Carrying Amount, Due within one year | 37,601 | |
Net Carrying Amount | $ 37,601 |
Inventory (Details)
Inventory (Details) - USD ($) | Jun. 30, 2016 | Jun. 30, 2015 |
Inventory [Abstract] | ||
Raw Materials | $ 68,000 | |
Work-in-process | 191,000 | |
Finished goods | 92,000 | $ 584,000 |
Inventory, Net | $ 350,524 | $ 584,424 |
Convertible Senior Notes (Detai
Convertible Senior Notes (Details) $ / shares in Units, shares in Millions | 1 Months Ended | 12 Months Ended | |
Feb. 28, 2015USD ($)$ / sharesshares | Jun. 30, 2016USD ($)$ / shares | Jun. 30, 2015USD ($) | |
Debt Instrument [Line Items] | |||
Amortization of debt issuance costs | $ 729,821 | $ 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 instrument, maturity date | Feb. 15, 2020 | ||
Debt issuance costs | $ 3,700,000 | ||
Frequency of interest payments | Interest at 4.75% is 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 | 19.6 | ||
Debt conversion ratio | 195.8336 | ||
Conversion price of debt | $ / shares | $ 5.11 | $ 1,000 | |
Convertible Senior Notes, terms of conversion | The conversion rate will initially be 195.8336 shares of common stock per $1,000 principal amount of Convertible Senior 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 | $ 5,500,000 | 2,100,000 | |
Amortization of debt issuance costs | $ 700,000 | $ 300,000 |
Estimated Fair Value of Finan46
Estimated Fair Value of Financial Instruments (Details) - USD ($) $ in Thousands | Jun. 30, 2016 | Jun. 30, 2015 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Financial assets | $ 47,436 | $ 96,304 |
Money Market Funds [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Financial assets | 10,012 | 10,138 |
U.S. Treasury Bonds [Member] | Marketable Securities [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Financial assets | 5,065 | 13,389 |
Certificates of Deposits [Member] | Marketable Securities [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Financial assets | 3,003 | 6,004 |
U.S. Government Sponsored Agencies [Member] | Marketable Securities [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Financial assets | 14,342 | 40,715 |
Corporate Debt Securities [Member] | Marketable Securities [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Financial assets | 15,014 | 26,058 |
Level 1 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Financial assets | 47,436 | 96,304 |
Level 1 [Member] | Money Market Funds [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Financial assets | 10,012 | 10,138 |
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 | 5,065 | 13,389 |
Level 1 [Member] | Certificates of Deposits [Member] | Marketable Securities [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Financial assets | 3,003 | 6,004 |
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 | 14,342 | 40,715 |
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 | $ 15,014 | $ 26,058 |
Estimated Fair Value of Finan47
Estimated Fair Value of Financial Instruments - Schedule of Carrying Amounts (Details) - Level 2 [Member] - USD ($) $ in Thousands | Jun. 30, 2016 | Jun. 30, 2015 |
Carrying Amount [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Convertible Senior Notes | $ 97,354 | $ 96,625 |
Estimated Fair Value [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Convertible Senior Notes | $ 71,359 | $ 103,800 |
Property and Equipment (Details
Property and Equipment (Details) - USD ($) | Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2014 |
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | $ 32,607,000 | $ 30,132,000 | |
Accumulated depreciation and amortization | (28,638,000) | (27,890,000) | |
Property, Plant and Equipment, Net, Total | 3,969,163 | 2,241,838 | $ 1,895,000 |
Machinery and equipment [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | 9,071,000 | 8,410,000 | |
Leasehold improvements [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | 19,863,000 | 18,192,000 | |
Furniture and fixtures [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | 970,000 | 939,000 | |
Computer equipment [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | $ 2,703,000 | $ 2,591,000 |
Property and Equipment - Additi
Property and Equipment - Additional Information (Details) - USD ($) | 12 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2014 | |
Property and Equipment [Abstract] | |||
Depreciation and amortization expense | $ 737,661 | $ 578,066 | $ 569,442 |
Accounts Payable and Accrued 50
Accounts Payable and Accrued Expenses (Details) - USD ($) | Jun. 30, 2016 | Jun. 30, 2015 |
Accounts Payable and Accrued Expenses [Abstract] | ||
Clinical trial accruals | $ 6,087,000 | $ 5,238,000 |
Trade accounts payable | 5,350,000 | 3,284,000 |
Accrued interest expense | 1,768,000 | 1,821,000 |
Executive bonus | 1,148,000 | 600,000 |
Miscellaneous other current liabilities | 835,000 | 865,000 |
Accounts payable and accrued expenses | $ 15,188,189 | $ 11,808,223 |
Stockholders' Deficit (Details)
Stockholders' Deficit (Details) - USD ($) | Aug. 20, 2015 | Jul. 01, 2015 | May 31, 2014 | Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2014 | Dec. 31, 2014 | Dec. 03, 2014 | Oct. 01, 2014 | Aug. 14, 2014 | Aug. 16, 2013 |
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||
Preferred stock, shares authorized | 10,000,000 | 10,000,000 | 10,000,000 | ||||||||
Preferred stock, par value | $ 0.01 | $ 0.01 | |||||||||
Preferred stock, shares outstanding | 0 | 0 | |||||||||
Total shares authorized | 165,000,000 | ||||||||||
Common stock, shares authorized | 155,000,000 | 155,000,000 | 155,000,000 | ||||||||
Shelf Registration, Authorized Amount | $ 130,000,000 | ||||||||||
Number of shares of common stock sold | 9,546,474 | 95,867,298 | 94,546,578 | ||||||||
Shares to be purchased under warrant, par value | $ 3.35 | $ 0.01 | $ 0.01 | ||||||||
Net proceeds to the company from issuance of common stock | $ 29,800,000 | $ 29,809,448 | |||||||||
Common stock reserved for possible future issuance upon exercise of stock options | 15,870,644 | ||||||||||
Stock options available for future grants | 6,081,936 | ||||||||||
Performance Units available for grant | 9,788,708 | ||||||||||
Stock-based compensation | $ 3,741,000 | $ 2,789,000 | $ 3,218,000 | ||||||||
Options granted, weighted average grant date fair value | $ 1.08 | $ 1.91 | $ 1.91 | ||||||||
Aggregate Intrinsic Value of outstanding stock options | $ 300,000 | $ 3,300,000 | |||||||||
Aggregate Intrinsic Value of exercisable stock options | 25,000 | 2,700,000 | |||||||||
Aggregate Intrinsic Value of exercised stock options | 1,200,000 | 1,800,000 | $ 800,000 | ||||||||
Stock-based compensation expense related stock options | $ 1,500,000 | 1,400,000 | 1,500,000 | ||||||||
Restricted stock units, closing price | $ 3.64 | ||||||||||
Non-vested restricted stock units, weighted-average remaining contractual life | 5 years 3 months 18 days | ||||||||||
Non-vested options outstanding | 3,348,094 | ||||||||||
Unrecognized compensation costs related to non-vested share-based compensation | $ 5,200,000 | $ 4,500,000 | $ 5,000,000 | ||||||||
Weighted Average Remaining Contractual Life of outstanding stock options | 2 years 2 months 5 days | ||||||||||
Weighted Average Remaining Contractual Life of exercisable stock options | 3 years 1 month 24 days | 2 years 9 months 15 days | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions and Methodology [Abstract] | |||||||||||
Expected dividend yield | 0.00% | 0.00% | 0.00% | ||||||||
Expected option term (years) | 5 years 11 days | 5 years 26 days | 3 years 10 months 6 days | ||||||||
Expected stock price volatility | 58.00% | 57.00% | 65.00% | ||||||||
IPO [Member] | |||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||
Number of shares of common stock sold | 9,000,000 | ||||||||||
Underwriters' [Member] | |||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||
Number of shares of common stock sold | 546,474 | ||||||||||
Non-Employee Board [Member] | |||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||
Value of units granted | $ 180,000 | $ 180,000 | $ 180,000 | ||||||||
Goldenberg Agreement [Member] | Employment Agreement [Member] | |||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||
Stock-based compensation | 1,100,000 | ||||||||||
Unrecognized compensation costs related to non-vested share-based compensation | $ 2,300,000 | ||||||||||
Weighted-average period recognized | 2 years 15 days | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions and Methodology [Abstract] | |||||||||||
Expected dividend yield | 0.00% | ||||||||||
Expected option term (years) | 5 years | ||||||||||
Expected stock price volatility | 49.60% | ||||||||||
Risk-free interest rate | 1.32% | ||||||||||
Stock Option [Member] | |||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||
Performance Units available for grant | 115,284 | 89,204 | 66,348 | ||||||||
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 | |||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||
Restricted stock units | 214,205 | 226,657 | |||||||||
Performance Units, awarded | 412,921 | ||||||||||
Performance units granted in period | 272,081 | ||||||||||
Restricted Stock Units | Non-Employee Board [Member] | |||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||
Performance Units available for grant | 57,876 | 42,656 | 38,216 | ||||||||
Stock-based compensation | $ 181,000 | $ 180,000 | $ 204,000 | ||||||||
Restricted Stock [Member] | |||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||
Stock-based compensation | $ 201,000 | 180,000 | 246,000 | ||||||||
Performance Units | |||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||
Performance Units available for grant | 389,864 | ||||||||||
Stock-based compensation | 400,000 | 1,100,000 | |||||||||
Unrecognized compensation costs related to non-vested share-based compensation | $ 100,000 | ||||||||||
Weighted-average period recognized | 1 year 9 months 18 days | ||||||||||
Performance Units, awarded | 253,412 | ||||||||||
Performance units granted in period | 136,452 | ||||||||||
Performance Units | Maximum [Member] | |||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||
Stock vesting period | 5 years | ||||||||||
Restricted Units Vesting Based on Certain Market Conditions [Member] | |||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||
Performance units granted in period | 1,500,000 | ||||||||||
Restricted Units Vesting Based on Certain Market Conditions [Member] | Goldenberg Agreement [Member] | Employment Agreement [Member] | |||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||
Performance Units available for grant | 1,500,000 | ||||||||||
Stock vesting period | 3 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 | ||||||||||
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 | 180,000 | ||||||||
Board of Directors [Member] | Restricted Stock Units | |||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||
Performance units granted in period | 57,876 | ||||||||||
Executive Officers [Member] | |||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||
Restricted stock units | 136,452 | ||||||||||
Restricted stock units, closing price | $ 1.76 | $ 3.32 | $ 5.13 | ||||||||
Unrecognized compensation costs related to non-vested share-based compensation | $ 900,000 | ||||||||||
Weighted-average period recognized | 2 years 2 months 5 days | ||||||||||
Executive Officers [Member] | Restricted Stock Units | |||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||
Stock vesting period | 4 years | ||||||||||
Executive Officers [Member] | Restricted Stock [Member] | |||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||
Stock-based compensation expense related stock options | $ 600,000 | $ 800,000 | $ 700,000 |
Stockholders' Deficit - Summary
Stockholders' Deficit - Summary of Options (Details) - $ / shares | 12 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2014 | |
Stock Incentive Plan [Abstract] | |||
Number of Shares, Options outstanding, beginning of year | 4,525,340 | 5,308,617 | 5,726,874 |
Number of Shares, Options granted | 880,681 | 955,361 | 1,216,729 |
Number of Shares, Options exercised | (1,097,500) | (1,202,575) | (535,730) |
Number of Shares, Options expired or forfeited | (292,626) | (536,063) | (1,099,256) |
Number of Shares, Options outstanding, end of year | 4,015,895 | 4,525,340 | 5,308,617 |
Number of Shares, Options exercisable, end of year | 2,733,842 | 3,115,798 | 4,121,942 |
Weighted Average Exercise Price, Options outstanding, beginning of year | $ 3.48 | $ 3.41 | $ 3.30 |
Weighted Average Exercise Price, Options granted | 2.15 | 3.82 | 4.79 |
Weighted Average Exercise Price, Options exercised | 2.53 | 2.46 | 3.36 |
Weighted Average Exercise Price, Options expired or forfeited | 3.88 | 4.50 | 4.35 |
Weighted Average Exercise Price, Options outstanding, end of year | 3.42 | 3.48 | 3.41 |
Weighted Average Exercise Price, Options exercisable, end of year | $ 3.64 | $ 3.27 | $ 3.18 |
Stockholders' Deficit - Options
Stockholders' Deficit - Options Outstanding under Plan (Details) | 12 Months Ended |
Jun. 30, 2016$ / sharesshares | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Number outstanding at June 30, 2015 | shares | 4,015,895 |
Weighted average exercise price | $ 3.42 |
Weighted average remaining term (yrs.) | 3 years 11 months 23 days |
Number exercisable at June 30, 2015 | shares | 2,733,842 |
Weighted average exercise price | $ 3.64 |
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 | shares | 734,476 |
Weighted average exercise price | $ 1.98 |
Weighted average remaining term (yrs.) | 5 years 11 months 5 days |
Number exercisable at June 30, 2015 | shares | 96,188 |
Weighted average exercise price | $ 2.24 |
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 | shares | 2,986,201 |
Weighted average exercise price | $ 3.59 |
Weighted average remaining term (yrs.) | 3 years 5 months 23 days |
Number exercisable at June 30, 2015 | shares | 2,418,583 |
Weighted average exercise price | $ 3.55 |
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 | shares | 295,218 |
Weighted average exercise price | $ 5.27 |
Weighted average remaining term (yrs.) | 4 years 1 month 21 days |
Number exercisable at June 30, 2015 | shares | 219,071 |
Weighted average exercise price | $ 5.31 |
Stockholders' Deficit - Non-Ves
Stockholders' Deficit - Non-Vested Restricted Stock Units (Details) | 12 Months Ended |
Jun. 30, 2016$ / sharesshares | |
Restricted Stock Units | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Non-vested at July 1, 2015 | 706,881 |
Restricted stock units awarded | 272,081 |
Vested/Exercised | (412,921) |
Non-vested at December 31, 2015 | 2,066,041 |
Non-vested, Weighted-Average per Share of Market Value on Grant Date, Beginning balance | $ / shares | $ 4.30 |
Non-vested, Weighted-Average per Share of Market Value on Grant Date | $ / shares | 2.05 |
Vested/Exercised, Weighted-Average per Share of Market Value on Grant Date | $ / shares | 4.16 |
Non-vested, Weighted-Average per Share of Market Value on Grant Date, Ending balance | $ / shares | $ 2.57 |
Restricted Stock Units | President and Chief Executive Officer [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Restricted stock units awarded | 198,864 |
Restricted Stock Units | Chief Financial Officer [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Restricted stock units awarded | 15,341 |
Restricted Stock Units | Board of Directors [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Restricted stock units awarded | 57,876 |
Restricted Units Vesting Based on Certain Market Conditions [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Restricted stock units awarded | 1,500,000 |
Non-vested, Weighted-Average per Share of Market Value on Grant Date | $ / shares | $ 2.28 |
Restricted Units Vesting Based on Certain Market Conditions [Member] | Chairman, Chief Scientific Officer and Chief Patent Officer [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Restricted stock units awarded | 1,500,000 |
Stockholders' Deficit - Summa55
Stockholders' Deficit - Summary of Stock-Based Compensation Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2014 | |
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | |||
Total expense | $ 3,741 | $ 2,789 | $ 3,218 |
Research and Development [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | |||
Total expense | 2,245 | 1,673 | 1,931 |
General and Administrative [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | |||
Total expense | $ 1,496 | $ 1,116 | $ 1,287 |
Accumulated Other Comprehensi56
Accumulated Other Comprehensive (Loss) Income - (Details) - USD ($) | 12 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2014 | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||
Beginning, Balance | $ (161,092) | $ 262 | $ 162 |
Other comprehensive (loss) income before reclassifications | 31 | (412) | 107 |
Amounts reclassified from accumulated other comprehensive (loss) income | (2) | (11) | (7) |
Net other comprehensive (loss) income for the year | 28,866 | (422,929) | 100,007 |
Ending, Balance | (132,226) | (161,092) | 262 |
Currency Translation Adjustments [Member] | |||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||
Beginning, Balance | (173) | 262 | 162 |
Other comprehensive (loss) income before reclassifications | 1 | (435) | 100 |
Net other comprehensive (loss) income for the year | 1 | (435) | 100 |
Ending, Balance | (172) | (173) | 262 |
Net Unrealized Gains (Losses) on Available-for-Sale Securities [Member] | |||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||
Beginning, Balance | 12 | ||
Other comprehensive (loss) income before reclassifications | 30 | 23 | 7 |
Amounts reclassified from accumulated other comprehensive (loss) income | (2) | (11) | $ (7) |
Net other comprehensive (loss) income for the year | 28 | 12 | |
Ending, Balance | $ 40 | $ 12 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) | 12 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2014 | |
Income Tax Disclosure [Abstract] | |||
Current | $ (5,054,000) | $ 2,000 | $ 1,000 |
Total State | (5,054,000) | 2,000 | 1,000 |
Current | 56,000 | 7,000 | |
Total Foreign | 56,000 | 7,000 | |
Total (Benefit) Expense | $ (5,053,833) | $ 58,229 | $ 7,791 |
Income Taxes - Reconciliation o
Income Taxes - Reconciliation of Statutory Tax Rates and Effective Tax Rates (Details) | 12 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2014 | |
Income Tax Disclosure [Abstract] | |||
Statutory rate | (34.00%) | (34.00%) | (34.00%) |
Foreign income tax | 0.10% | 0.10% | |
Change in valuation allowance | 30.40% | 34.70% | 27.50% |
State income taxes, (net of federal tax benefit) | (2.80%) | ||
Other | (1.60%) | (0.70%) | 6.40% |
Effective rate | (8.00%) | 0.10% |
Income Taxes - Tax Effects of T
Income Taxes - Tax Effects of Temporary Differences in Deferred Tax Assets (Details) - USD ($) $ in Thousands | Jun. 30, 2016 | Jun. 30, 2015 |
Income Tax Disclosure [Abstract] | ||
NOL carry forwards | $ 103,171 | $ 84,697 |
Research and development credits | 15,322 | 13,604 |
Property and equipment | 3,693 | 3,883 |
Other | 3,734 | 4,528 |
Total | 125,920 | 106,712 |
Valuation allowance | (125,920) | (106,712) |
Net deferred taxes | $ 0 | $ 0 |
Income Taxes - Additional infor
Income Taxes - Additional information (Details) - USD ($) | 12 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2014 | |
Operating Loss Carryforwards [Line Items] | |||
Income Tax Expense (Benefit) | $ (5,053,833) | $ 58,229 | $ 7,791 |
Operating Loss Carryforward Resulting From Sale | 66,200,000 | $ 0 | $ 0 |
Deferred Tax Assets Tax Credit Carryforwards Research And Development | 1,500,000 | ||
Operating loss carry forwards for federal income tax | 288,700,000 | ||
Operating loss carry forwards for state income tax | $ 108,500,000 | ||
Minimum [Member] | |||
Operating Loss Carryforwards [Line Items] | |||
Net operating loss carry forwards expiration year | 2,017 | ||
Maximum [Member] | |||
Operating Loss Carryforwards [Line Items] | |||
Net operating loss carry forwards expiration year | 2,036 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2014 | |
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 | 5.17 | ||
Series C Preferred Stock [Member] | |||
Related Party Transaction [Line Items] | |||
Preferred stock liquidation preferences | $ 0.325 | ||
Performance Units | Maximum [Member] | |||
Related Party Transaction [Line Items] | |||
Stock vesting period | 5 years | ||
Goldenberg Agreement [Member] | |||
Related Party Transaction [Line Items] | |||
Minimum additional incentive compensation, royalty payments and disposition of undeveloped assets | $ 150 | ||
Minimum percentage of consideration from disposition paid to related party | 20.00% | ||
Term of contractual obligation | 3 years | ||
Compensation received for services | $ 87 | $ 84 | $ 79 |
David M. Goldenberg Millennium Trust [Member] | |||
Related Party Transaction [Line Items] | |||
Additional incentive compensation during the agreement term | 1.50% | ||
Sullivan Agreement [Member] | |||
Related Party Transaction [Line Items] | |||
Annual base salary | $ 600 | ||
Percentage of annual bonus target | 50.00% | ||
Agreement termination date | Jun. 30, 2017 | ||
Agreement date | Jul. 1, 2014 | ||
Sullivan Agreement [Member] | Minimum [Member] | |||
Related Party Transaction [Line Items] | |||
Percentage of potential payout target | 0.00% | ||
Sullivan Agreement [Member] | Maximum [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] | |||
Legal expenses incurred by the company | $ 27 | $ 33 | $ 26 |
License Agreement [Member] | Goldenberg Agreement [Member] | |||
Related Party Transaction [Line Items] | |||
Royalty percentage | 0.50% | ||
Annual Royalty Based On Net Sales Percentage | 0.25% | ||
Additional incentive compensation during the agreement term | 0.75% | ||
License Agreement [Member] | Goldenberg Agreement [Member] | Employment Agreement [Member] | |||
Related Party Transaction [Line Items] | |||
Annual base salary | $ 600 | ||
Percentage of annual bonus target | 50.00% | ||
License Agreement [Member] | Goldenberg Agreement [Member] | Minimum [Member] | |||
Related Party Transaction [Line Items] | |||
Annual net sales of products covered by patents | $ 20,000 | ||
License Agreement [Member] | Goldenberg Agreement [Member] | Minimum [Member] | Employment Agreement [Member] | |||
Related Party Transaction [Line Items] | |||
Percentage of potential payout target | 0.00% | ||
License Agreement [Member] | Goldenberg Agreement [Member] | Maximum [Member] | |||
Related Party Transaction [Line Items] | |||
Annual net sales of products covered by patents | $ 20,000 | ||
License Agreement [Member] | Goldenberg Agreement [Member] | Maximum [Member] | Employment Agreement [Member] | |||
Related Party Transaction [Line Items] | |||
Percentage of potential payout target | 150.00% | ||
License Agreement [Member] | Goldenberg Agreement [Member] | Performance Units | Employment Agreement [Member] | |||
Related Party Transaction [Line Items] | |||
Granted (in shares) | 1,500,000 | ||
Stock vesting period | 3 years |
Related Party Transactions - Sc
Related Party Transactions - Schedule of IBC Pharmaceuticals, Inc. (Details) | Jun. 30, 2016shares |
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% |
Parent Company [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 Agr63
License and Collaboration Agreements (Details) - USD ($) $ / shares in Units, shares in Millions | Dec. 27, 2011 | Jan. 31, 2016 | Jun. 30, 2015 | Jan. 31, 2015 | Jan. 31, 2013 | Jan. 31, 2012 | Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2014 | May 31, 2014 |
Guarantor Obligations [Line Items] | ||||||||||
License fee and other revenues | $ 386,941 | $ 1,250,000 | $ 4,623,333 | |||||||
License Costs | 1,189,170 | |||||||||
Shares to be purchased under warrant, par value | $ 0.01 | $ 0.01 | $ 0.01 | $ 3.35 | ||||||
The Bayer Group (formerly Algeta ASA) [Member] | ||||||||||
Guarantor Obligations [Line Items] | ||||||||||
Upfront cash payment and other payments received under collaboration agreement | $ 6,000,000 | |||||||||
License fee and other revenues | $ 300,000 | $ 1,000,000 | $ 300,000 | 4,600,000 | ||||||
License Costs | $ 1,200,000 | |||||||||
UCB Agreement [Member] | ||||||||||
Guarantor Obligations [Line Items] | ||||||||||
Duration of warrant issued | 5 years | |||||||||
Number of shares under five year warrant | 1 | |||||||||
Shares to be purchased under warrant, par value | $ 0.01 | |||||||||
Shares to be purchased under warrant, exercise price | $ 8 | |||||||||
Non-refundable cash payment received | $ 30,000,000 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Details) $ in Thousands | Jun. 10, 2016complaint | Jun. 30, 2016USD ($)patent | Jun. 30, 2015USD ($) | Jun. 30, 2014USD ($) | Jun. 30, 2013USD ($) |
Guarantor Obligations [Line Items] | |||||
Rental expense | $ 800 | $ 800 | $ 800 | ||
Operating Leases, Future Minimum Payments Due, Fiscal Year Maturity [Abstract] | |||||
2,017 | $ 929 | ||||
2,018 | 974 | ||||
2,019 | 974 | ||||
2,020 | 974 | ||||
2,021 | 974 | ||||
Thereafter | $ 10,762 | ||||
Operating Lease [Member] | |||||
Guarantor Obligations [Line Items] | |||||
Lease expiration date | 2013-10 | ||||
Base annual rate | $ 800 | ||||
Sullivan Agreement [Member] | |||||
Guarantor Obligations [Line Items] | |||||
Agreement date | Jul. 1, 2014 | ||||
Annual base salary | $ 600 | ||||
Agreement termination date | Jun. 30, 2017 | ||||
Goldenberg Agreement [Member] | Chief Scientific Officer and Chief Patent Officer [Member] | |||||
Guarantor Obligations [Line Items] | |||||
Agreement termination date | Jul. 1, 2015 | ||||
Salaries guaranteed | $ 600 | ||||
Guaranteed royalties | $ 150 | ||||
Class Action Shareholder Federal Securities Cases | |||||
Guarantor Obligations [Line Items] | |||||
Number of purported class action cases filed | complaint | 2 | ||||
Patent litigation | |||||
Guarantor Obligations [Line Items] | |||||
Number of patents owned | patent | 3 |
Geographic Segments (Details)
Geographic Segments (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |||||||||
Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2014 | |
Segment Reporting Information [Line Items] | |||||||||||
Total assets | $ 56,950,268 | $ 105,779,606 | $ 56,950,268 | $ 105,779,606 | $ 47,486,000 | ||||||
Property and equipment, net | 3,969,163 | 2,241,838 | 3,969,163 | 2,241,838 | 1,895,000 | ||||||
Revenues | 932,000 | $ 899,000 | $ 671,000 | $ 731,000 | 2,395,000 | $ 1,183,000 | $ 1,003,000 | $ 1,072,000 | 3,233,247 | 5,653,091 | 9,041,605 |
Loss before taxes | (64,189,549) | (48,065,742) | (35,523,387) | ||||||||
United States [Member] | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Total assets | 55,451,000 | 104,168,000 | 55,451,000 | 104,168,000 | 44,926,000 | ||||||
Property and equipment, net | 3,895,000 | 2,234,000 | 3,895,000 | 2,234,000 | 1,895,000 | ||||||
Revenues | 972,000 | 3,054,000 | 5,947,000 | ||||||||
Loss before taxes | (63,688,000) | (48,192,000) | (35,452,000) | ||||||||
Europe [Member] | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Total assets | 1,499,000 | 1,612,000 | 1,499,000 | 1,612,000 | 2,560,000 | ||||||
Property and equipment, net | $ 74,000 | $ 8,000 | 74,000 | 8,000 | |||||||
Revenues | 2,261,000 | 2,599,000 | 3,095,000 | ||||||||
Loss before taxes | $ (502,000) | $ 126,000 | $ (71,000) |
Defined Contribution Plans - Ad
Defined Contribution Plans - Additional Information (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2014 | |
Postemployment Benefits [Abstract] | |||
Aggregate Company contributions to its benefit plans | $ 99 | $ 99 | $ 96 |
Quarterly Results of Operatio67
Quarterly Results of Operations - Summarized Unaudited Quarterly Financial Data (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |||||||||
Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2014 | |
Consolidated Statements of Comprehensive Loss Data: | |||||||||||
Revenues | $ 932,000 | $ 899,000 | $ 671,000 | $ 731,000 | $ 2,395,000 | $ 1,183,000 | $ 1,003,000 | $ 1,072,000 | $ 3,233,247 | $ 5,653,091 | $ 9,041,605 |
Net loss attributable to Immunomedics, Inc. stockholders | $ (15,901,000) | $ (13,996,000) | $ (13,746,000) | $ (15,394,000) | $ (12,401,000) | $ (11,756,000) | $ (11,435,000) | $ (12,410,000) | $ (59,036,950) | $ (48,002,366) | $ (35,425,826) |
Loss per common share attributable to Immunomedics Inc. stockholders – (basic and diluted) | $ (0.16) | $ (0.15) | $ (0.15) | $ (0.16) | $ (0.13) | $ (0.13) | $ (0.12) | $ (0.13) | $ (0.62) | $ (0.51) | $ (0.42) |
Weighted average shares used to calculate loss per common share – (basic and diluted | 94,770,000 | 94,748,000 | 94,665,000 | 94,596,000 | 93,657,000 | 93,352,000 | 93,157,000 | 93,098,000 | 94,770,172 | 93,314,872 | 84,631,567 |
Schedule II - Valuation and Q68
Schedule II - Valuation and Qualifying Reserves (Details) - Allowance for Doubtful Accounts [Member] - USD ($) | 12 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2014 | |
Valuation and Qualifying Accounts Disclosure [Line Items] | |||
Balance at Beginning of Year | $ (54) | $ (89) | $ (49) |
Changes to Reserve | (21) | 35 | (40) |
Balance at End of Year | $ (75) | $ (54) | $ (89) |