x | Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 |
For the Quarterly Period Ended March 31, 2016 | |
Or | |
¨ | Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 |
For the transition period from ________ to ___________ |
Delaware | 13-3864870 |
(State or other jurisdiction of | (IRS Employer Identification. No.) |
incorporation or organization) | |
660 Madison Avenue, Suite 1700 | 10065 |
New York, NY | (zip code) |
(Address of principal executive offices) |
Page No. | ||
March 31, 2016 | December 31, 2015 | ||||||
ASSETS | |||||||
Current assets | |||||||
Cash and cash equivalents | $ | 104,061,350 | $ | 112,711,028 | |||
Accounts receivable | 1,003,154 | 3,676,730 | |||||
Inventory | 22,841,861 | 12,447,088 | |||||
Prepaid expenses and other current assets | 552,616 | 623,983 | |||||
Total current assets | 128,458,981 | 129,458,829 | |||||
Property, plant and equipment, net | 413,848 | 449,825 | |||||
Deferred costs | 53,035,635 | 52,936,428 | |||||
Goodwill | 898,334 | 898,334 | |||||
Other assets | 1,989,520 | 1,989,520 | |||||
Total assets | $ | 184,796,318 | $ | 185,732,936 | |||
LIABILITIES AND STOCKHOLDERS’ DEFICIT | |||||||
Current liabilities | |||||||
Accounts payable | $ | 8,493,678 | $ | 3,944,476 | |||
Accrued expenses and other current liabilities | 5,045,138 | 3,388,608 | |||||
Total current liabilities | 13,538,816 | 7,333,084 | |||||
Deferred revenue | 255,474,196 | 255,258,371 | |||||
Deferred income tax liability, net | 277,895 | 265,643 | |||||
Other liabilities | 311,161 | 332,218 | |||||
Liabilities subject to compromise | 209,875,502 | 206,972,170 | |||||
Total liabilities | 479,477,570 | 470,161,486 | |||||
Commitments and Contingencies (Note 14) | |||||||
Stockholders’ equity (Deficit) | |||||||
Common stock ($.0001 par value, 100,000,000 shares authorized, 54,114,296 issued and outstanding at March 31, 2016, and December 31, 2015) | 5,411 | 5,411 | |||||
Additional paid-in capital | 177,204,236 | 177,008,371 | |||||
Accumulated deficit | (471,890,899 | ) | (461,442,332 | ) | |||
Total stockholders’ deficit | (294,681,252 | ) | (284,428,550 | ) | |||
Total liabilities and stockholders’ deficit | $ | 184,796,318 | $ | 185,732,936 |
Three months ended March 31, | |||||||
2016 | 2015 | ||||||
Revenues | |||||||
Research and development | $ | 1,269,733 | $ | 1,192,092 | |||
Operating expenses | |||||||
Selling, general and administrative | 2,656,231 | 3,077,987 | |||||
Research and development | 2,536,011 | 2,807,422 | |||||
Patent preparation fees | 219,715 | 333,103 | |||||
Litigation accrual expense | 2,917,187 | 13,295 | |||||
Total operating expenses | 8,329,144 | 6,231,807 | |||||
Operating loss | (7,059,411 | ) | (5,039,715 | ) | |||
Interest expense | — | (253,412 | ) | ||||
Other income, net | 11,311 | 5,464 | |||||
Reorganization items, net | (3,389,173 | ) | (1,781,825 | ) | |||
Loss before income taxes | (10,437,273 | ) | (7,069,488 | ) | |||
Provision for income taxes | (11,294 | ) | (83,831 | ) | |||
Net and comprehensive loss | $ | (10,448,567 | ) | $ | (7,153,319 | ) | |
Loss per share: basic and diluted | $ | (0.19 | ) | $ | (0.13 | ) | |
Weighted average shares outstanding: basic and diluted | 54,114,296 | 53,504,296 |
Three months ended March 31, | |||||||
2016 | 2015 | ||||||
Cash flows from operating activities: | |||||||
Net loss | $ | (10,448,567 | ) | $ | (7,153,319 | ) | |
Adjustments to reconcile net loss to net cash used in operating activities: | |||||||
Depreciation and other amortization | 44,452 | 78,778 | |||||
Stock-based compensation | 195,865 | 491,724 | |||||
Non-cash interest expense | — | 10,052 | |||||
Changes in assets and liabilities: | |||||||
Accounts receivable | 2,673,576 | (13,780,685 | ) | ||||
Inventory | (10,394,773 | ) | 4,228,642 | ||||
Deferred costs | (99,207 | ) | (5,429,248 | ) | |||
Prepaid expenses and other current assets | 71,367 | 442,093 | |||||
Deferred income taxes, net | 12,252 | 5,016 | |||||
Accounts payable, accrued expenses and other current liabilities | 6,205,732 | 1,506,583 | |||||
Liabilities subject to compromise | 2,903,332 | 379 | |||||
Deferred revenue | 215,825 | 13,447,162 | |||||
Other liabilities | (21,057 | ) | (15,487 | ) | |||
Net cash provided by operating activities | (8,641,203 | ) | (6,168,310 | ) | |||
Cash flows from investing activities: | |||||||
Capital expenditures | (8,475 | ) | — | ||||
Restricted cash | — | 4,000,000 | |||||
Net cash (used in) provided by investing activities | (8,475 | ) | 4,000,000 | ||||
Cash flows from financing activities: | |||||||
Repayment of long-term debt | — | (2,000,000 | ) | ||||
Net cash used by financing activities | — | (2,000,000 | ) | ||||
Net increase in cash and cash equivalents | (8,649,678 | ) | (4,168,310 | ) | |||
Cash and cash equivalents at beginning of period | 112,711,028 | 99,713,929 | |||||
Cash and cash equivalents at end of period | $ | 104,061,350 | $ | 95,545,619 | |||
March 31, 2016 | December 31, 2015 | |||||||||
Accounts payable - pre-petition | 833,769 | 834,219 | ||||||||
Accrual- PharmAthene Litigation | 208,303,850 | (1 | ) | 205,400,068 | (1 | ) | ||||
Other accrued expenses - pre-petition | 737,883 | 737,883 | ||||||||
Total | $ | 209,875,502 | $ | 206,972,170 |
Three months ended March 31, | |||||||
2016 | 2015 | ||||||
Legal fees | $ | 1,677,945 | $ | 1,201,792 | |||
Professional fees | 1,698,228 | 564,496 | |||||
Trustee fees | 13,000 | 13,000 | |||||
Other | — | 2,537 | |||||
Total | $ | 3,389,173 | $ | 1,781,825 |
Three months ended March 31, | ||||||||
2016 | 2015 | |||||||
Stock Options | 1,895,571 | 2,108,967 | ||||||
Stock-Settled Stock Appreciation Rights | 361,647 | 372,114 | ||||||
Restricted Stock Units | 638,045 | (1 | ) | 1,161,666 | (2 | ) | ||
Warrants | — | 250,000 |
• | Level 1 – Quoted prices for identical instruments in active markets. |
• | Level 2 – Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations where inputs are observable or where significant value drivers are observable. |
• | Level 3 – Instruments where significant value drivers are unobservable to third parties. |
March 31, 2016 | December 31, 2015 | ||||||
Work in-process | $ | 22,841,861 | $ | 12,447,088 | |||
Inventory | $ | 22,841,861 | $ | 12,447,088 |
March 31, 2016 | December 31, 2015 | ||||||
Leasehold improvements | $ | 2,542,044 | $ | 2,542,044 | |||
Computer equipment | 762,977 | 754,502 | |||||
Furniture and fixtures | 452,696 | 452,696 | |||||
3,757,717 | 3,749,242 | ||||||
Less - accumulated depreciation | (3,343,869 | ) | (3,299,417 | ) | |||
Property, plant and equipment, net | $ | 413,848 | $ | 449,825 |
March 31, 2016 | December 31, 2015 | ||||||
Bonus | $ | 780,894 | $ | 580,801 | |||
Professional fees | 901,877 | 597,721 | |||||
Vacation | 231,515 | 227,863 | |||||
Income taxes payable | — | 389,443 | |||||
Reorganization expenses | 2,450,102 | 842,922 | |||||
Other (including service vendors) | 680,750 | 749,858 | |||||
Accrued expenses and other current liabilities | $ | 5,045,138 | $ | 3,388,608 |
Exhibit No. | Description | |
2.1 | Findings of Fact, Conclusions of Law and Order Pursuant to Sections 1129(a) and (b) of the Bankruptcy Code and Rule 3020 of the Federal Rules of Bankruptcy Procedure Confirming Debtor’s Third Amended Chapter 11 Plan (incorporated by reference to the Current Report on Form 8-K of the Company filed on April 8, 2016). | |
3.1 | Amended and Restated Certificate of Incorporation of SIGA Technologies, Inc. (incorporated by reference to the Current Report on Form 8-K of the Company filed on April 8, 2016). | |
3.2 | Amended and Restated Bylaws of SIGA Technologies, Inc. (incorporated by reference to the Current Report on Form 8-K of the Company filed on April 8, 2016). | |
10.1 | Amended and Restated Employment Agreement, dated April 12, 2016, between SIGA Technologies, Inc. and Eric A. Rose (incorporated by reference to the Current Report on Form 8-K of the Company filed on April 8, 2016). | |
10.2 | Amended and Restated Employment Agreement, dated April 12, 2016, between SIGA Technologies, Inc. and Daniel J. Luckshire (incorporated by reference to the Current Report on Form 8-K of the Company filed on April 8, 2016). | |
10.3 | Amended and Restated Employment Agreement, dated April 12, 2016, between SIGA Technologies, Inc. and Dennis E. Hruby (incorporated by reference to the Current Report on Form 8-K of the Company filed on April 8, 2016). | |
10.4 | Separation Agreement, dated January 5, 2016, between SIGA Technologies, Inc. and William J. Haynes (incorporated by reference to the Current Report on Form 8-K of the Company filed on April 8, 2016). | |
10.5 | Employment Agreement, dated April 12, 2016, between SIGA Technologies, Inc. and Robin Abrams (incorporated by reference to the Current Report on Form 8-K of the Company filed on April 8, 2016). | |
31.1 | Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | |
31.2 | Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | |
32.1 | Certification of Chief Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | |
32.2 | Certification of Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | |
101.INS | XBRL Instance Document | |
101.SCH | XBRL Taxonomy Extension Schema | |
101.CAL | XBRL Taxonomy Extension Calculation Linkbase | |
101.DEF | XBRL Taxonomy Extension Definition Linkbase | |
101.LAB | XBRL Taxonomy Extension Label Linkbase | |
101.PRE | XBRL Taxonomy Extension Presentation Linkbase |
SIGA TECHNOLOGIES, INC. | ||||
(Registrant) | ||||
Date: | May 4, 2016 | By: | /s/ Daniel J. Luckshire | |
Daniel J. Luckshire | ||||
Executive Vice President and | ||||
Chief Financial Officer | ||||
(Principal Financial Officer and | ||||
Principal Accounting Officer) |
1. | I have reviewed this quarterly report on Form 10-Q of SIGA Technologies, Inc.; |
2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
4. | The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
(a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
(b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
(c) | Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
(d) | Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and |
5. | The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): |
(a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and |
(b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
Date: May 4, 2016 |
/s/ Eric A. Rose |
Eric A. Rose, M.D. |
Chairman and Chief Executive Officer |
1. | I have reviewed this quarterly report on Form 10-Q of SIGA Technologies, Inc.; |
2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
4. | The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
(a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
(b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
(c) | Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
(d) | Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and |
5. | The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): |
(a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and |
(b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
Date: May 4, 2016 |
/s/ Daniel J. Luckshire |
Daniel J. Luckshire |
Executive Vice President and Chief Financial Officer |
(1) | The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and |
(2) | The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. |
/s/ Eric A. Rose |
Eric A. Rose, M.D. |
Chairman and Chief Executive Officer |
May 4, 2016 |
(1) | The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and |
(2) | The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. |
/s/ Daniel J. Luckshire |
Daniel J. Luckshire |
Executive Vice President and Chief Financial Officer |
May 4, 2016 |
Document and Entity Information Document - shares |
3 Months Ended | |
---|---|---|
Mar. 31, 2016 |
Apr. 29, 2016 |
|
Document and Entity Information [Abstract] | ||
Entity Registrant Name | SIGA TECHNOLOGIES INC | |
Entity Central Index Key | 0001010086 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Accelerated Filer | |
Trading Symbol | SIGAQ | |
Document Type | 10-Q | |
Document Period End Date | Mar. 31, 2016 | |
Document Fiscal Year Focus | 2016 | |
Document Fiscal Period Focus | Q1 | |
Amendment Flag | false | |
Entity Common Stock, Shares Outstanding | 54,164,296 |
CONSOLIDATED BALANCE SHEETS (Parentheticals) - $ / shares |
Mar. 31, 2016 |
Dec. 31, 2015 |
---|---|---|
Balance Sheet Parenthetical [Abstract] | ||
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common Stock, Shares Authorized | 100,000,000 | 100,000,000 |
Common stock, shares issued | 54,114,296 | 53,504,296 |
Common stock, shares outstanding | 54,114,296 | 53,504,296 |
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME/LOSS (Unaudited) - USD ($) |
3 Months Ended | |
---|---|---|
Mar. 31, 2016 |
Mar. 31, 2015 |
|
Revenues | ||
Research and development | $ 1,269,733 | $ 1,192,092 |
Operating expenses | ||
Selling, general and administrative | 2,656,231 | 3,077,987 |
Research and development | 2,536,011 | 2,807,422 |
Patent preparation fees | 219,715 | 333,103 |
Litigation accrual | 2,917,187 | 13,295 |
Total operating expenses | 8,329,144 | 6,231,807 |
Operating loss | (7,059,411) | (5,039,715) |
Non-cash interest expense | 0 | (253,412) |
Other income, net | 11,311 | 5,464 |
Reorganization items, net | (3,389,173) | (1,781,825) |
Loss before income taxes | (10,437,273) | (7,069,488) |
Benefit from (provision for) income taxes | (11,294) | (83,831) |
Net and comprehensive income (loss) | $ (10,448,567) | $ (7,153,319) |
Earnings (loss) per share: basic and diluted | $ (0.19) | $ (0.13) |
Weighted average shares outstanding: basic and diluted | 54,114,296 | 53,504,296 |
Interim Condensed Consolidated Financial Statements |
3 Months Ended |
---|---|
Mar. 31, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization, Consolidation and Presentation of Financial Statements Disclosure | Condensed Consolidated Financial Statements The financial statements are presented in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”) for interim financial information and the rules and regulations of the Securities and Exchange Commission (the “SEC”) for quarterly reports on Form 10-Q and should be read in conjunction with the Company’s audited financial statements and notes thereto for the year ended December 31, 2015, included in the 2015 Annual Report on Form 10-K. All terms used but not defined elsewhere herein have the meaning ascribed to them in the Company’s 2015 Annual Report on Form 10-K filed on March 4, 2016. In the opinion of management, all adjustments (consisting of normal and recurring adjustments) considered necessary for a fair statement of the results of the interim periods presented have been included. The 2015 year-end condensed balance sheet data was derived from the audited financial statements but does not include all disclosures required by U.S. GAAP. The results of operations for the three months ended March 31, 2016 are not necessarily indicative of the results expected for the full year. Certain prior period amounts have been reclassified to the current period presentation related to employee recruiting expenses from research and development to selling, general and administrative. Our lead product is TPOXX, also known as tecovirimat or ST-246. In the Notes to the financial statements, our lead product is referred to as TPOXX. Chapter 11 Case On April 7, 2016, SIGA Technologies, Inc. (the "Company") filed its Third Amended Chapter 11 Plan (the “POR”). The POR was supported by the official committee of unsecured creditors appointed in the Company's chapter 11 case (the “UCC”). On April 8, 2016, the Bankruptcy Court confirmed the POR and on April 12, 2016, the POR became effective (the “POR Effective Date”). On the POR Effective Date, the Company emerged from chapter 11. On September 16, 2014 (the “Petition Date”), the Company filed a voluntary petition for relief under chapter 11 of Title 11 of the United States Code (the “Bankruptcy Code”) in the United States Bankruptcy Court for the Southern District of New York (the “Bankruptcy Court”) chapter 11 Case Number 14-12623 (SHL). During the quarter ended March 31, 2016, the Company operated its business as a “debtor-in-possession” in accordance with the applicable provisions of the Bankruptcy Code. The Company commenced the chapter 11 case to preserve and to ensure its ability to satisfy its commitments under the BARDA Contract (as defined in Note 4 to the financial statements) and to preserve its operations, which likely would have been jeopardized by the enforcement of a judgment stemming from the litigation with PharmAthene, Inc. (“PharmAthene”) (see Note 14 to the financial statements). While operating as a debtor-in-possession under chapter 11, the Company pursued an appeal of the Delaware Court of Chancery Final Order and Judgment (as described below under "PharmAthene Litigation"), without having to post a bond. PharmAthene Litigation On August 8, 2014, the Delaware Court of Chancery issued its Remand Opinion and related order in the litigation initiated against the Company in 2006 by PharmAthene. In the Remand Opinion, the Court of Chancery determined, among other things, that PharmAthene is entitled to a lump sum damages award for its lost profits related to TPOXX, with interest and fees, based on United States government purchases of the Company's smallpox drug allegedly anticipated as of December 2006. On January 15, 2015, the Delaware Court of Chancery entered its Final Order and Judgment awarding PharmAthene approximately $195 million, including pre-judgment interest up to January 15, 2015 (the “Outstanding Judgment”). On January 16, 2015, the Company filed a notice of appeal of the Outstanding Judgment with the Delaware Supreme Court and, on January 30, 2015, PharmAthene filed a notice of cross appeal. On October 7, 2015, the Delaware Supreme Court heard oral argument, en banc. On December 23, 2015 the Delaware Supreme Court affirmed the Outstanding Judgment (the “Delaware Supreme Court Affirmation”). As of March 31, 2016, the accrued obligation under the Delaware Court of Chancery Final Order and Judgment, including post-judgment interest, is estimated to be $208 million. The Company's chapter 11 case prevented PharmAthene from taking any enforcement action with respect to the Outstanding Judgment. The Outstanding Judgment is being treated in accordance with the POR (see Note for additional information). Going Concern The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern and contemplate the realization of assets and the satisfaction of liabilities in the normal course of business. The Company’s ability to continue as a going concern is impacted by the Delaware Supreme Court Affirmation, as well as by the uncertainty attendant to the exact manner in which PharmAthene's claim will be treated under the POR. As of March 31, 2016, the accrued obligation under the Delaware Court of Chancery Final Order and Judgment, including post-judgment interest, is estimated to be $208 million (see below, under "Plan of Reorganization" for additional information). In addition, as of March 31, 2016, the Company has a net capital deficiency of $295 million. These factors raise substantial doubt about the Company’s ability to continue as a going concern. As such, the realization of assets and the satisfaction of liabilities are subject to uncertainties. The accompanying financial statements do not include any adjustments related to the recoverability and classification of assets or the amounts and classification of liabilities or any other adjustments that might be necessary should the Company be unable to continue as a going concern. |
Administration of Chapter 11 Case (Notes) |
3 Months Ended |
---|---|
Mar. 31, 2016 | |
Reorganizations [Abstract] | |
Administration of Chapter 11 Case [Text Block] | Chapter 11 Case Plan of Reorganization On April 7, 2016, the Company filed the POR, which was supported by the UCC. The POR, as more fully described below, addresses, among other things, how the Company will treat and satisfy its liabilities relating to the period prior to the commencement of its chapter 11 case, including all claims held by PharmAthene. On April 8, 2016, the Bankruptcy Court confirmed the POR and on April 12, 2016, the POR became effective and the Company emerged from chapter 11. The POR provides for, among other things: •Prepetition unsecured claims (other than PharmAthene’s claim) will be paid in cash in full. •As of the POR Effective Date, ownership of existing shares of the Company’s common stock remained unaltered by the POR; however, existing shares will be subject to potential future cancellation (without receipt of any consideration) in the event that PharmAthene’s claim is satisfied through the issuance of newly issued shares of SIGA stock (option (ii) described below). •Commencing on March 23, 2016, the date of the Delaware Court of Chancery Final Order and Judgment, the Company has 120 days (subject to a possible 90 day extension) to select one of the following options to treat PharmAthene’s claim under the POR: (i) payment in full in cash of the Company's obligation under the Delaware Court of Chancery Final Order and Judgment, which is estimated to be approximately $208 million as of March 31, 2016; (ii) delivery to PharmAthene of 100% of newly-issued stock of SIGA, with all existing shares of the Company’s common stock being cancelled with no distribution to existing shareholders on account thereof; or (iii) such other treatment as is mutually agreed upon by the Company and PharmAthene. *The 120 day period can be extended for a maximum of 90 additional days in exchange for payment by the Company of $20 million to PharmAthene to be applied to payments to be made under option (i) set forth above (if selected), and otherwise nonrefundable. *In addition, PharmAthene was paid $5 million on the POR Effective Date, to be applied to payments to be made under option (i) set forth above (if selected), and otherwise nonrefundable. •The POR requires the Company to comply with certain affirmative and negative covenants from the POR Effective Date until the covenants are terminated as provided under the POR, and if the Company breaches any covenant, PharmAthene is entitled to exercise certain remedies provided in the POR. Pre-Petition Claims As a result of the chapter 11 filing, the payment of pre-petition liabilities was generally subject to compromise pursuant to a plan of reorganization. On October 30, 2014, the Company filed its schedules of assets and liabilities and statement of financial affairs (the “Schedules”) with the Bankruptcy Court. The Bankruptcy Court entered an order setting March 30, 2015 as the deadline for filing proofs of claim (the “Bar Date”). The Bar Date is the date by which claims against the Company relating to the period prior to the commencement of the Company's chapter 11 were required to be filed if such claims were not listed in liquidated, non-contingent and undisputed amounts in the Schedules, or if the claimant disagreed with the amount, characterization or classification of its claim as reflected in the Schedules. Claims that were subject to the Bar Date and which were not filed on or prior to the Bar Date may be barred from participating in any distribution that may be made under the POR. Prior to the Bar Date, PharmAthene asserted a claim in the amount of $195 million, which reflected pre-judgment interest up to January 15, 2015 on the Delaware Court of Chancery Final Order and Judgment. It is estimated that, as of March 31, 2016, the accrued obligation to PharmAthene under the Delaware Court of Chancery Final Order and Judgment, including post-judgment interest, is $208 million. On the POR Effective Date (April 12, 2016), the Company paid $5 million of the PharmAthene claim, as required by the POR. Separately, a contingent and unliquidated claim was filed by BARDA prior to the Bar Date in the amount of approximately $109 million in connection with amounts BARDA identified as subject to repayment in the event that the Company fails to perform under the terms of the BARDA Contract. As a result of the assumption of the BARDA Contract, as described above, BARDA withdrew the claim on August 4, 2015. As of April 29, 2016, excluding the PharmAthene claim, the Company has paid 75 pre-petition claims in the amount of $700,558 (including interest), and there remain 35 unpaid pre-petition claims (including claims that were filed and claims that were previously identified on the Schedules), a portion of which assert, in part or in whole, unliquidated claims. The Company will ask the Bankruptcy Court to disallow pre-petition claims that the Company believes are duplicative, have been later amended or superseded, are without merit, are overstated, have already been paid, or should be disallowed for other reasons. In addition, as a result of this process, the Company may identify additional liabilities that will need to be recorded or reclassified to Liabilities Subject to Compromise. The resolution of such claims could result in material adjustments to the Company’s financial statements. The ultimate amount of such liabilities is not estimable as of April 29, 2016. Financial Reporting in Reorganization The Company applied Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 852, Reorganizations effective on September 16, 2014, which is applicable to companies under bankruptcy protection, and requires amendments to the presentation of key financial statement line items. It requires that the financial statements for periods subsequent to the chapter 11 filing distinguish transactions and events that are directly associated with the reorganization from the ongoing operations of the business. Revenues, expenses, realized gains and losses, and provisions for losses that can be directly associated with the reorganization and restructuring of the business must be reported separately as reorganization items in the consolidated statements of operations. The balance sheet must distinguish pre-petition Liabilities Subject to Compromise from both those pre-petition liabilities that are not subject to compromise and from post-petition liabilities. Liabilities that may be subject to a plan of reorganization must be reported at the amounts expected to be allowed in the Company’s chapter 11 case, even if they may be settled for lesser amounts as a result of the plan of reorganization or negotiations with creditors. In addition, cash used by reorganization items are disclosed separately in the consolidated statements of cash flow. Other Matters Related to the Chapter 11 Case By motion filed with the Bankruptcy Court on April 8, 2015 (the “UCC 2004 Motion”), the UCC sought authority to take discovery under Federal Rule of Bankruptcy Procedure 2004 (“Rule 2004”) with respect to certain discrete matters. Rule 2004 permits a creditors’ committee appointed in a chapter 11 case or other party in interest, subject to Bankruptcy Court approval, to conduct broad discovery relating to the acts, conduct, property and liabilities of a debtor or with respect to any matter that may affect the administration of the debtor’s bankruptcy case. The UCC 2004 Motion was filed for the purpose of determining whether the Company's chapter 11 estate had claims against certain officers and directors in connection with the matters sought to be investigated pursuant to the UCC 2004 Motion. Pursuant to an order of the Bankruptcy Court, dated June 16, 2015 (the “2004 Order”), the UCC 2004 Motion was granted, in part, with regard to certain discovery requests specifically listed in the UCC 2004 Motion. By a motion filed with the Bankruptcy Court on September 1, 2015, the UCC sought further discovery under Rule 2004 from PharmAthene and certain third parties with respect to one of the matters set forth in the UCC 2004 motion. By order of the Bankruptcy Court dated October 2, 2015, the terms of which were agreed to by the Company and the UCC, the UCC was authorized to obtain certain additional discovery from PharmAthene related to the PharmAthene litigation. As of March 31, 2016, the Company, pursuant to the 2004 Order, had provided to the attorneys for the UCC the discovery already produced by the Company to PharmAthene in the PharmAthene litigation. No document requests or deposition subpoenas have been served by the UCC on the Company. Pursuant to the POR, all claims sought to be investigated by the UCC in connection with the UCC 2004 Motion have been released. NASDAQ/OTC Markets On September 16, 2014, the Company received a letter from the NASDAQ Stock Market LLC asserting that, based on the Company’s chapter 11 filing, the Company no longer met the continuing listing requirements necessary to maintain its listing on the NASDAQ Stock Market and would be promptly delisted. On March 18, 2015, after the expiration of an extension of time granted pursuant to a Company appeal, the Company received a letter from the NASDAQ hearings panel stating that the Company's securities would be delisted from the NASDAQ Stock Market. On March 20, 2015, the Company's common shares were suspended from trading on the NASDAQ Global Market at the opening of business and the Company's shares began trading on the OTC Markets under the "SIGAQ" symbol. Following the POR Effective Date, on April 18, 2016, the trading of the Company's shares moved from the "SIGAQ" symbol to the "SIGA" symbol. |
Liabilities Subject to Compromise (Notes) |
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Liabilities Subject to Compromise [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Liabilities subject to compromise | . Liabilities Subject to Compromise Pre-petition liabilities that are subject to compromise are required to be reported at the amounts expected to be allowed in the Company’s chapter 11 case, even if they may be settled for lesser amounts. The amounts classified as Liabilities Subject to Compromise as of March 31, 2016 may be subject to adjustments depending on Bankruptcy Court actions, further developments with respect to disputed claims, determinations of the secured status of certain claims, if any, the value of any collateral securing such claims, or other events. The Company cannot reasonably estimate the value of the claims that ultimately will be allowed in its chapter 11 case until the Company completes its evaluation, investigation and reconciliation of all filed claims. As of April 29, 2016, the Company has paid $6,369,905 of pre-petition claims and accrued expenses that were classified as Liabilities Subject to Compromise. Remaining unpaid pre-petition claims are still subject to further review and reconciliation and may be subject to dispute. The amount recorded as Liabilities Subject to Compromise, as of March 31, 2016, represents the Company's estimate, where an estimate is determinable, of known or potential pre-petition claims to be addressed in connection with its chapter 11 case. Such liabilities are reported at the Company's current estimate, where an estimate is determinable, of the allowed claim amount, even though they may be settled for lesser amounts. These claims remain subject to adjustments depending on Bankruptcy Court actions, further developments with respect to disputed claims, determinations of the secured status of certain claims, if any, the value of any collateral securing such claims, or other events. At such time as these claims are resolved, they will be treated and satisfied pursuant to the POR. As of March 31, 2016 and December 31, 2015, Liabilities Subject to Compromise consisted of the following:
(1) Includes a $3.2 million accrual at March 31, 2016 and December 31, 2015 for reimbursement of PharmAthene attorney's fees and expert fees, against which there is a $2.7 million surety bond that has cash collaterization of $1.3 million. On April 12, 2016, the Company paid PharmAthene $5 million pursuant to the POR. Reorganization Items, net: Reorganization items reflect expenses in connection with the chapter 11 case. For the three and three months ended March 31, 2016 and 2015, reorganization items consisted of the following:
During the three months ended March 31, 2016 and 2015, the Company paid approximately $1.5 million and $1.3 million, respectively, for reorganization items. |
Procurement Contract and Research Agreements |
3 Months Ended |
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Mar. 31, 2016 | |
Research and Development [Abstract] | |
Procurement Contract and Research Agreements | Procurement Contract and Research Agreements Procurement Contract On May 13, 2011, the Company signed a contract with BARDA pursuant to which SIGA agreed to deliver two million courses of TPOXX to the U.S. Strategic National Stockpile (“Strategic Stockpile”). The contract with BARDA (as modified, the "BARDA Contract") is worth approximately $470 million, including $409.8 million for manufacture and delivery of 1.7 million courses of TPOXX and $60 million of potential reimbursements related to development and supportive activities (the “Base Contract”). In addition to the Base Contract, the BARDA Contract also separately contains $122.7 million of options that, if exercised by BARDA: would result in a $50 million payment to the Company in the event of FDA approval for extension to 84-month expiry for TPOXX (from 38 month expiry as required in the Base Contract); would fund up to $58.3 million of development and supportive activities such as work on a smallpox prophylaxis indication for TPOXX; and/or would fund $14.4 million of production-related activities related to warm-base manufacturing. In 2015, BARDA exercised two options related to extending the indication of the drug to the geriatric and pediatric populations. The stated value of these exercises was minimal. BARDA may not exercise additional options in the future. Options are exercisable by BARDA at its sole discretion. BARDA has indicated that it will evaluate, after the FDA’s review and evaluation of stability data, the Company's request that BARDA exercise the option for the $50 million payment to the Company in the event of FDA approval of 84-month expiry for TPOXX. The BARDA Contract expires in September 2020. Under the Base Contract, BARDA has agreed to buy from the Company 1.7 million courses of TPOXX. Additionally, the Company expects to contribute to BARDA 300,000 courses at no additional cost to BARDA. As of March 31, 2016, the Company has received $249.2 million under the Base Contract related to the manufacture and physical delivery of courses of TPOXX. Included in this amount are: a $41 million advance payment in 2011 for the completion of certain planning and preparatory activities related to the Base Contract; a $12.3 million milestone payment in 2012 for the completion of the product labeling strategy for TPOXX; an $8.2 million milestone payment in 2013 for the completion of the commercial validation campaign for TPOXX; and $187.7 million of payments for physical deliveries of 1.4 million courses of TPOXX to the Strategic Stockpile beginning in 2013 (an additional 259,200 courses were delivered at no cost to BARDA). Product deliveries of 1.3 million of those courses in 2013 and 2014 (including courses delivered at no cost to BARDA) were at a provisional dosage of 600 mg administered once daily. Product deliveries of 383,754 courses in 2015 were at a provisional dosage of 600 mg administered twice per day (1,200 mg per day). Starting in 2015, product deliveries of TPOXX have been at a provisional dosage of 600 mg administered twice per day (1,200 mg per day). This is a change from the provisional dosage that was in effect when product deliveries were made in 2013 and 2014 (600 mg per day). The change in the provisional dosage is based on FDA guidance received by the Company in 2014, subsequent to the delivery of 1.3 million courses of TPOXX. Based on the current provisional dosage of 600 mg administered twice per day (1,200 mg per day), the Company currently expects to supplement previously delivered courses of TPOXX, at no additional cost to BARDA, with additional dosages so that all of the courses previously delivered to BARDA will be at the new provisional dosage. The Company and BARDA agreed to an amendment (the “BARDA Amendment”) of the BARDA Contract to reflect the foregoing, which modification was approved by the Bankruptcy Court in April 2015. The Company expects to incur significant incremental costs with the production of additional dosage. The BARDA Contract is a multiple deliverable arrangement comprising delivery of courses and covered research and development activities. The BARDA Contract provides certain product replacement rights with respect to delivered courses. For this reason, recognition of revenue that might otherwise occur upon delivery of courses is expected to be deferred until the Company’s obligations related to potential replacement of delivered courses are satisfied. The Company assessed the selling price for each of the aforementioned deliverables - research and development activities and drug product. The selling price of certain reimbursed research and development services was determined by reference to existing and past research and development grants and contracts between the Company and various government agencies. The selling price of drug product was determined by reference to other Companies’ sales of drug products such as antiviral therapeutics, orphan drugs and drugs with potential life-saving impact similar to TPOXX, including products delivered to the Strategic Stockpile. The Company has recognized revenue for reimbursement of certain BARDA Contract research and development services. Cash inflows related to delivery of courses will continue to be recorded as deferred revenue. In addition, direct costs incurred by the Company to fulfill the delivery of courses including the supplementing of courses previously delivered under the BARDA Contract are being deferred and will be recognized as expenses over the same period that the related deferred revenue is recognized as revenue. As of March 31, 2016 and December 31, 2015, deferred direct costs under the BARDA Contract of approximately $52.8 million and $52.5 million, respectively, are included in deferred costs on the consolidated balance sheets. As of March 31, 2016, the Company recorded $255.5 million of deferred revenue. Deferred revenue has been recorded for the delivery of courses of TPOXX to the Strategic Stockpile and certain research and development services provided as part of the BARDA Contract. For the three months ended March 31, 2016, revenue from reimbursed research and development was $0.9 million. Research Agreements The Company obtains funding from the contracts and grants it obtains from various agencies of the U.S. Government to support its research and development activities. Currently, the Company has one contract and one grant with varying expiration dates through February 2018 that provide for potential future aggregate research and development funding for specific projects of approximately $6.8 million. We may not utilize all available funds under the grant covering the pre-clinical drug candidate. The funded amount includes, among other things, options that may or may not be exercised at the U.S. government’s discretion. Moreover, the contract and contract grant contain customary terms and conditions including the U.S. Government’s right to terminate or restructure a grant for convenience at any time. |
Stockholders' Equity (Notes) |
3 Months Ended |
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Mar. 31, 2016 | |
Equity [Abstract] | |
Stockholders' Equity Note Disclosure [Text Block] | At March 31, 2016 and December 31, 2015, there were no liability classified warrants outstanding. On April 30, 2013, the Company entered into a Services Agreement with M&F, a related party, for certain professional and administrative services. The Services Agreement had a term of three years. As consideration for the Services Agreement, the Company issued warrants to M&F to acquire 250,000 shares of common stock at an exercise price of $3.29 per share. The warrants were fully vested, immediately exercisable and remained exercisable for two years from issuance date. The grant-date fair value, determined using the Black-Scholes model, was recorded as an asset with a corresponding increase to equity. The asset was amortized over the contractual term of the warrant. For the three months ended March 31, 2016 and 2015, the Company recorded an expense of $0 and $34,091, respectively. On April 30, 2015, the warrants expired. |
Per Share Data (Notes) |
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Earnings Per Share [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Per Share Data | Per Share Data The Company incurred losses for the three months ended March 31, 2016 and 2015 and as a result, equity instruments are excluded from the calculation of diluted earnings (loss) per share as the effect of such shares is anti-dilutive. The weighted average number of equity instruments excluded consist of:
The appreciation of each stock-settled stock appreciation right was capped at a determined maximum value. As a result, the weighted average number shown in the table above for stock-settled stock appreciation rights reflects the weighted average maximum number of shares that could be issued. (1) Includes 363,337 restricted stock units that have vested but not been converted into common stock. (2) Includes 480,000 restricted stock units that have vested but have not converted into common stock. |
Fair Value Measurements (Notes) |
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Fair Value Measurements [Abstract] | |||||||||||||
Fair Value Disclosures | Fair Value of Financial Instruments The carrying value of cash and cash equivalents, accounts receivable, accounts payable and accrued expenses approximates fair value due to the relatively short maturity of these instruments. The measurement of fair value requires the use of techniques based on observable and unobservable inputs. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect our market assumptions. The inputs create the following fair value hierarchy:
The Company uses model-derived valuations where inputs are observable in active markets. As of March 31, 2016, the Company did not hold level 3 securities. |
Related Party Transactions |
3 Months Ended |
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Mar. 31, 2016 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Related Party Transactions In October 2012, the Company funded a letter of credit and deposit to take advantage of a lease for office space secured by an affiliate of M&F from a third party landlord on behalf of the Company. Pursuant to such letter of credit, in January 2013 the Company entered into a sublease in which the Company will pay all costs associated with the lease, including rent. All payments made by the Company pursuant to the sublease will either be directly or indirectly made to the third-party landlord and not retained by M&F or any affiliate. The sublease allows for a free rent period of five months beginning April 1, 2013; subsequent to the free rent period, monthly rent payments are $60,000 for the first five years and $63,000 for the next two years. Upon expiration on September 1, 2020, the sublease and lease provides for two consecutive five year renewal options. The Company had a Services Agreement with M&F and a warrant agreement with M&F. Refer to Note 5 to the financial statements for additional information. A member of the Company’s Board of Directors is a member of the Company’s outside counsel. During the three months ended March 31, 2016, and 2015, the Company incurred costs of $363,000, and $202,000, respectively, related to services provided by the outside counsel. On March 31, 2016, the Company’s outstanding payables included $375,000 payable to the outside counsel. |
Inventory |
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Inventory | Inventory The value of inventory represents the costs incurred to manufacture TPOXX under the BARDA Contract. Additional costs incurred to complete production of courses of TPOXX will be recorded as inventory and reclassified to deferred costs upon delivery to the extent related revenue is deferred. Inventory consisted of the following at March 31, 2016 and December 31, 2015:
For the three months ended March 31, 2015, research and development expenses include inventory write-downs of approximately $27,000. |
Accrued Expenses and Other Current Liabilities |
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Accrued Expenses and Other Current Liabilities | Accrued Expenses Accrued expenses and other current liabilities consisted of the following at March 31, 2016 and December 31, 2015:
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Property, Plant and Equipment |
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Property, Plant and Equipment | Property, Plant and Equipment Property, plant and equipment consisted of the following at March 31, 2016 and December 31, 2015:
Depreciation and amortization expense on property, plant, and equipment was $44,452 and $78,778 for the three months ended March 31, 2016 and 2015 respectively. |
Income Taxes |
3 Months Ended |
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Mar. 31, 2016 | |
Income Tax Disclosure [Abstract] | |
Income Tax | Income Taxes Accounting Standards Codification (“ASC”) 740, Income Taxes requires that a valuation allowance be established when it is "more likely than not" that all or a portion of deferred tax assets will not be realized. A review of all available positive and negative evidence needs to be considered, including company's performance, the market environment in which the company operates, the utilization of past tax credits, length of carryback and carryforward periods, existing contracts, and unsettled circumstances that, if unfavorably resolved, would adversely affect future operations and profit levels in the future years. Based on the available evidence, the Company continues to conclude that its deferred tax assets are not realizable on a more-likely-than-not basis. During the three months ended March 31, 2016, the Company recorded an income tax provision of $11,000 on a pre-tax loss of $10.4 million. The effective tax rate differs from the statutory rate as no income tax benefit was recorded for current year operating losses due to the Company’s assessment regarding tax realizability of its deferred tax asset. |
Recently Issued Accounting Standards (Notes) |
3 Months Ended |
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Mar. 31, 2016 | |
Recent Accounting Pronouncements [Abstract] | |
New Accounting Pronouncements and Changes in Accounting Principles [Text Block] | Recent Accounting Pronouncements In March 2016, the FASB amended the existing accounting standards for stock-based compensation, Accounting Standards Update (“ASU”) 2016-09, Compensation-Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting. The amendments impact several aspects of accounting for share-based payment transactions, including the income tax consequences, forfeitures, classification of awards as either equity or liabilities, and classification on the statement of cash flows. The Company is required to adopt the amendments in the first quarter of 2017, with early adoption permitted. If early adoption is elected, all amendments must be adopted in the same period. The manner of application varies by the various provisions of the guidance, with certain provisions applied on a retrospective or modified retrospective approach, while others are applied prospectively. The Company is currently evaluating the impact of these amendments and the transition alternatives on its consolidated financial statements. On November 20, 2015, the FASB issued ASU 2015-17, Balance Sheet Classification of Deferred Taxes. Current GAAP requires the deferred taxes to be presented as a net current asset or liability and net noncurrent asset or liability. This requires a jurisdiction-by-jurisdiction analysis based on the classification of the assets and liabilities to which the underlying temporary differences relate, or, in the case of loss or credit carryforwards, based on the period in which the attribute is expected to be realized. Any valuation allowance is then required to be allocated on a pro rata basis, by jurisdiction, between current and noncurrent deferred tax assets. To simplify presentation, the new guidance requires that all deferred tax assets and liabilities, along with any related valuation allowance, be classified as noncurrent on the balance sheet. The guidance does not change the existing requirement that only permits offsetting within a jurisdiction – that is, companies are still prohibited from offsetting deferred tax liabilities from one jurisdiction against deferred tax assets of another jurisdiction. The new guidance will be effective for public business entities in fiscal years beginning after December 15, 2016, including interim periods within those years (i.e., in the first quarter of 2017 for calendar year-end companies). Early adoption is permitted, including for December 31, 2015. The guidance may be applied either prospectively, for all deferred tax assets and liabilities, or retrospectively (i.e., by reclassifying the comparative balance sheet). If applied prospectively, entities are required to include a statement that prior periods were not retrospectively adjusted. If applied retrospectively, entities are also required to include quantitative information about the effects of the change on prior periods. The Company early adopted this guidance retrospectively as of December 31, 2015. In July 2015, the FASB issued ASU 2015-11, Simplifying the Measurement of Inventory, which changes the measurement principle for inventory from the lower of cost or market to lower of cost and net realizable value. Inventory measured using last-in, first-out (LIFO) and the retail inventory method (RIM) are not impacted by the new guidance. The ASU only addresses the measurement of the inventory if its value declines or is impaired. Prior to the issuance of the standard, inventory was measured at the lower of cost or market (where market was defined as replacement cost, with a ceiling of net realizable value and floor of net realizable value less a normal profit margin). This necessitated obtaining three data points to determine market value. Replacing the concept of market with the single measurement of net realizable value is intended to create efficiencies. The ASU defines net realizable value as the estimated selling price in the ordinary course of business, less reasonably predictable costs of completion, disposal, and transportation. This ASU is effective prospectively for annual periods beginning after December 15, 2016. The Company is currently evaluating the impact of adoption of the ASU and believes the adoption of the ASU will not have an impact on its consolidated financial statements. In August 2014, the FASB issued ASU No. 2014-15, Presentation of Financial Statements - Going Concern (Subtopic 205-40) Disclosure of Uncertainties about an Entity's Ability to Continue as a Going Concern. This ASU requires management to assess whether there is substantial doubt about the entity’s ability to continue as a going concern and, if so, disclose that fact. Management will also be required to evaluate and disclose whether its plans alleviate that doubt. This ASU states that, when making this assessment, management should consider relevant conditions or events that are known or reasonably knowable on the date the financial statements are issued or available to be issued. This ASU is effective for annual periods ending after December 15, 2017 and interim periods thereafter, and early adoption is permitted. The Company is currently evaluating the impact of adoption on its consolidated financial statements. In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606). ASU No. 2014-09 supersedes the revenue recognition requirements in Topic 605, Revenue Recognition, and most industry-specific revenue recognition guidance throughout the Industry Topics of the Accounting Standards Codification. Additionally, this update supersedes some cost guidance included in Subtopic 605-35, Revenue Recognition-Construction-Type and Production-Type Contracts. The core principle of the guidance is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. It is effective for the first interim period within annual reporting periods beginning after December 15, 2017, and early adoption is permitted for the first interim period within annual reporting period beginning after December 15, 2016. The Company is currently evaluating the impact of adoption on its consolidated financial statements. |
Legal Proceedings |
3 Months Ended |
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Mar. 31, 2016 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies In December 2006, PharmAthene filed an action against us in the Delaware Court of Chancery captioned PharmAthene, Inc. v. SIGA Technologies, Inc., C.A. No. 2627-VCP. In its amended complaint, PharmAthene asked the Court to order us to enter into a license agreement with PharmAthene with respect to TPOXX, to declare that we are obliged to execute such a license agreement, and to award damages resulting from our alleged breach of that obligation. PharmAthene also alleged that we breached an obligation to negotiate such a license agreement in good faith, and sought damages for promissory estoppel and unjust enrichment based on information, capital, and assistance that PharmAthene allegedly provided to us during the negotiation process. In September 2011, the Court of Chancery issued its post-trial opinion. The Court denied PharmAthene’s requests for specific performance and expectation damages measured by present value of estimated future profits. Nevertheless, the Court held that we breached our duty to negotiate in good faith and were liable under the doctrine of promissory estoppel. The Court consequently awarded to PharmAthene what the Court described as an equitable payment stream or equitable lien consisting of fifty percent of the net profits that we achieve from sales of ST-246 after we secure$40 million in net profits, for ten years following the first commercial sale. In addition, the Court awarded PharmAthene one-third of its reasonable attorneys’ fees and expert witness expenses of $2.4 million. In May 2012, the Court of Chancery entered its final order and judgment, implementing its post-trial opinion. In June 2012, the Company appealed to the Delaware Supreme Court the final order and judgment and certain earlier rulings of the Court of Chancery. Shortly thereafter, PharmAthene filed its cross-appeal. The Company obtained a stay of enforcement of the fee and expense portion of the judgment by filing a surety bond for the amount of the judgment plus post-judgment interest. We posted $1.3 million of cash as approximately 50% collateral for a $2.7 million surety bond. The $1.3 million of cash collateral is recorded in other assets as of March 31, 2016. On May 24, 2013, the Supreme Court of Delaware issued its decision, affirming the Delaware Court of Chancery’s judgment in part, reversing it in part, and remanding to Court of Chancery. On August 8, 2014, the Court of Chancery issued its Remand Opinion. In its Remand Opinion, the Court of Chancery reversed its earlier conclusions and held that PharmAthene had carried its burden of demonstrating its entitlement to lump sum expectation damages for lost profits related to TPOXX by a preponderance of the evidence. On September 16, 2014, as a consequence of SIGA’s chapter 11 filing, the legal proceedings with PharmAthene were stayed (see Note 1 to the financial statements). On October 8, 2014, the Bankruptcy Court approved a Stipulation between the Company and PharmAthene partially lifting the stay to permit the litigation before the Delaware Chancery Court to proceed, including all appeals. The Stipulation, however, provides that the stay shall remain in effect with respect to the enforcement of any judgment that may be entered. On January 15, 2015, the Delaware Court of Chancery entered its Final Order and Judgment, awarding to PharmAthene $113,116,985 in contract expectation damages, plus pre-judgment interest up to January 15, 2015, and certain permitted legal fees, costs, and expenses, for a judgment of $194,649,042. Pursuant to the Final Order and Judgment, SIGA also is liable to PharmAthene for post-judgment interest, which was specified in the Final Order and Judgment to be $30,663.89 per diem, such per diem amount to be periodically adjusted to reflect the applicable Delaware legal rate. The per diem for the quarter ended March 31, 2016 was $31,909.68. On January 16, 2015, the Company appealed from certain portions of the Delaware Court of Chancery's rulings on remand, including but not limited to the Final Order and Judgment, to the Delaware Supreme Court. On December 23, 2015, the Delaware Supreme Court affirmed the Final Order and Judgment. With the affirmation of the Delaware Court of Chancery’s Final Order and Judgment by the Delaware Supreme Court on December 23, 2015 (“Delaware Supreme Court Affirmation”), and taking into account the occurrence of the effective date under the POR on April 12, 2016, SIGA has recorded a litigation loss accrual of approximately $208 million as of March 31, 2016. This amount is classified as a liability subject to compromise. The loss accrual of $208 million includes pre and post-judgment interest up to March 31, 2016, and also includes a $3.2 million reimbursement obligation to PharmAthene for attorneys’ fees and expert expenses related to the case. Interest for the period subsequent to September 16, 2014 (the date on which the Company commenced its chapter 11 case) has been included in the loss accrual because post-petition interest is allowed as part of PharmAthene’s claim under the POR. Separate from the PharmAthene litigation, from time to time, we may be involved in a variety of claims, suits, investigations and proceedings arising from the ordinary course of our business, collections claims, breach of contract claims, labor and employment claims, tax and other matters. Although such claims, suits, investigations and proceedings are inherently uncertain and their results cannot be predicted with certainty, we believe that the resolution of such current pending matters will not have a material adverse effect on our business, consolidated financial position, results of operations or cash flow. Regardless of the outcome, litigation can have an adverse impact on us because of legal costs, diversion of management resources and other factors. |
Subsequent Events (Notes) |
3 Months Ended |
---|---|
Mar. 31, 2016 | |
Subsequent Events [Abstract] | |
Subsequent Events [Text Block] | Subsequent Event On April 8, 2016, the Bankruptcy Court entered an order confirming the POR. On April 12, 2016, the POR became effective and the Company emerged from chapter 11. On the POR Effective Date and in accordance with the POR, the Company filed an amended and restated certificate of incorporation (the “Amended and Restated Certificate of Incorporation”). The Amended and Restated Certificate of Incorporation contains certain amendments to the Company’s certificate of incorporation, including an increase in the number of shares of common stock the Company has authority to issue. Under the Amended and Restated Certificate of Incorporation, the Company has authority to issue up to 600,000,000 shares of common stock. |
Liabilities Subject to Compromise (Tables) |
3 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Mar. 31, 2016 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Liabilities Subject to Compromise [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Liabilies subject to compromise [Table Text Block] | As of March 31, 2016 and December 31, 2015, Liabilities Subject to Compromise consisted of the following:
(1) Includes a $3.2 million accrual at March 31, 2016 and December 31, 2015 for reimbursement of PharmAthene attorney's fees and expert fees, against which there is a $2.7 million surety bond that has cash collaterization of $1.3 million. On April 12, 2016, the Company paid PharmAthene $5 million pursuant to the POR. |
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Reorganization items [Table Text Block] | Reorganization Items, net: Reorganization items reflect expenses in connection with the chapter 11 case. For the three and three months ended March 31, 2016 and 2015, reorganization items consisted of the following:
|
Per Share Data (Tables) |
3 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Mar. 31, 2016 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Earnings Per Share [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Schedule of antidilutive securities excluded from computation of earnings per share | The Company incurred losses for the three months ended March 31, 2016 and 2015 and as a result, equity instruments are excluded from the calculation of diluted earnings (loss) per share as the effect of such shares is anti-dilutive. The weighted average number of equity instruments excluded consist of:
|
Inventory Inventory (Tables) |
3 Months Ended | ||||||||||||||||||||||||||||||||||||||||
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Mar. 31, 2016 | |||||||||||||||||||||||||||||||||||||||||
Inventory [Abstract] | |||||||||||||||||||||||||||||||||||||||||
Inventory | Inventory consisted of the following at March 31, 2016 and December 31, 2015:
|
Accrued Expenses and Other Current Liabilities (Tables) |
3 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Mar. 31, 2016 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Payables and Accruals [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Accrued Expenses and Other Current Liabilities | Accrued expenses and other current liabilities consisted of the following at March 31, 2016 and December 31, 2015:
|
Property, Plant and Equipment (Tables) |
3 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Mar. 31, 2016 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Property, Plant and Equipment [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Property, plant and equipment | Property, plant and equipment consisted of the following at March 31, 2016 and December 31, 2015:
|
Interim Condensed Consolidated Financial Statements Organization, Consolidation and Presentation of Financial Statements (Details) - USD ($) $ in Millions |
Mar. 31, 2016 |
Jan. 15, 2015 |
---|---|---|
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Net Capital Deficiency | $ 295 | |
Final order and judgment including interest | $ 195 | |
Final Order And Judgment | $ 208 |
Administration of Chapter 11 Case (Details) |
1 Months Ended | ||||
---|---|---|---|---|---|
Apr. 12, 2016
USD ($)
|
Apr. 29, 2016
USD ($)
|
Mar. 31, 2016
USD ($)
|
Mar. 30, 2015
USD ($)
|
Jan. 15, 2015
USD ($)
|
|
Subsequent Event [Line Items] | |||||
Payment To Extend Days To Satisfy Claim | $ 20,000,000 | ||||
Amount To Be Paid On Effective Date of Plan Of Reorganization | 5,000,000 | ||||
Amount of unliquidated proof of claim | $ 109,000,000 | ||||
Proofs of claim, amount of claims filed | 35 | ||||
Amount of liquidated proofs of claims | $ 195,000,000 | ||||
Final Order And Judgment | $ 208,000,000 | ||||
Liabilities Subject to Compromise, Cash Disbursements and Reclassification Increase (Decrease) under Bankruptcy Court Order, Resolutions of Contingencies Subject to Chapter 11 | $ 5,000,000 | $ 6,369,905 | |||
Bankruptcy Claims, Number of Claims Settled | 75 | ||||
Bankruptcy Claims, Amount Paid to Settle Claims | $ 700,558 |
Liabilities Subject to Compromise (Details) - USD ($) |
1 Months Ended | |||
---|---|---|---|---|
Apr. 12, 2016 |
Apr. 29, 2016 |
Mar. 31, 2016 |
Dec. 31, 2015 |
|
Liabilities Subject to Compromise [Abstract] | ||||
Liabilities Subject to Compromise, Cash Disbursements and Reclassification Increase (Decrease) under Bankruptcy Court Order, Resolutions of Contingencies Subject to Chapter 11 | $ 5,000,000 | $ 6,369,905 | ||
Accounts payable - pre-petition | $ 833,769 | $ 834,219 | ||
Expectation damages accrual- PharmAthene Litigation | 208,303,850 | 205,400,068 | ||
Legal and expert fees accrual - PharmAthene Litigation | 3,200,000 | |||
Other accrued expenses - pre-petition | 737,883 | 737,883 | ||
Liabilities Subject to Compromise | 209,875,502 | 206,972,170 | ||
Surety bond | $ 2,700,000 | |||
Payment to post collateral for surety bond | $ 1,300,000 |
Liabilities Subject to Compromise Reorganization items (Details) - USD ($) |
3 Months Ended | |
---|---|---|
Mar. 31, 2016 |
Mar. 31, 2015 |
|
Reorganization [Abstract] | ||
Reorganization, Legal fees | $ 1,677,945 | $ 1,201,792 |
Reorganization, Professional fees | 1,698,228 | 564,496 |
Reorganization, Trustee fees | 13,000 | 13,000 |
Reorganization, Other expense | 0 | 2,537 |
Reorganization Items | 3,389,173 | 1,781,825 |
Reorganization payments | $ 1,500,000 | $ 1,300,000 |
Stockholders' Equity (Details) - USD ($) |
3 Months Ended | |||
---|---|---|---|---|
Apr. 30, 2013 |
Mar. 31, 2016 |
Mar. 31, 2015 |
Dec. 31, 2015 |
|
Class of Warrant or Right [Line Items] | ||||
Common stock, shares issued | 54,114,296 | 53,504,296 | ||
Expense of warrants held as assets | $ 0 | $ 34,091 | ||
Affiliated Entity [Member] | ||||
Class of Warrant or Right [Line Items] | ||||
Service agreement term | 3 years | |||
Warrants to purchase common stock | 250,000 | |||
Exercise price of warrants to purchase common stock | $ 3.29 | |||
Warrants contractrual term | 2 years |
Per Share Data (Details) - shares |
3 Months Ended | |
---|---|---|
Mar. 31, 2016 |
Mar. 31, 2015 |
|
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Restricted Stock Units | 363,337 | 480,000 |
Stock Option [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Weighted average | 1,895,571 | 2,108,967 |
Stock Appreciation Rights (SARs) [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Weighted average | 361,647 | 372,114 |
Restricted Stock Units (RSUs) [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Weighted average | 638,045 | 1,161,666 |
Warrants [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Weighted average | 0 | 250,000 |
Related Party Transactions (Details) - USD ($) |
3 Months Ended | |
---|---|---|
Mar. 31, 2016 |
Mar. 31, 2015 |
|
Affiliated Entity [Member] | ||
Related Party Transaction [Line Items] | ||
Free rent period | 5 months | |
Monthly rental payments first five years | $ 60,000 | |
Initial rent period | 5 years | |
Monthly rental payments after five years | $ 63,000 | |
Rent period after first five years | 2 years | |
Member of Board of Directors | ||
Related Party Transaction [Line Items] | ||
Legal fees | $ 400,000 | $ 200,000 |
Accounts payable to related party | $ 375,000 |
Inventory (Details) |
3 Months Ended | ||
---|---|---|---|
Mar. 31, 2016
USD ($)
course
|
Mar. 31, 2015
USD ($)
course
|
Dec. 31, 2015
USD ($)
|
|
Inventory [Line Items] | |||
Work in process | $ 22,841,861 | $ 12,447,088 | |
Inventory | $ 22,841,861 | $ 12,447,088 | |
Inventory write-downs | $ 27,000 | ||
BARDA Contract | |||
Inventory [Line Items] | |||
Courses delivered provisional dosage, twice daily | course | 383,754 | 1,400,000 |
Accrued Expenses and Other Current Liabilities (Details) - USD ($) |
Mar. 31, 2016 |
Dec. 31, 2015 |
---|---|---|
Payables and Accruals [Abstract] | ||
Bonus | $ 780,894 | $ 580,801 |
Professional fees | 901,877 | 597,721 |
Vacation | 231,515 | 227,863 |
Taxes Payable | 0 | 389,443 |
Accounts Payable and Accrued Liabilities | 2,450,102 | 842,922 |
Other | 680,750 | 749,858 |
Total | $ 5,045,138 | $ 3,388,608 |
Property, Plant and Equipment (Details) - USD ($) |
3 Months Ended | ||
---|---|---|---|
Mar. 31, 2016 |
Mar. 31, 2015 |
Dec. 31, 2015 |
|
Property, Plant and Equipment [Abstract] | |||
Leasehold improvements, gross | $ 2,542,044 | $ 2,542,044 | |
Computer equipment, gross | 762,977 | 754,502 | |
Furniture and fixtures, gross | 452,696 | 452,696 | |
Property, plant and equipment, gross | 3,757,717 | 3,749,242 | |
Accumulated depreciation, depletion and amortization, property, plant, and equipment | (3,343,869) | (3,299,417) | |
Property, plant and equipment, net | 413,848 | $ 449,825 | |
Depreciation and other amortization | $ 44,452 | $ 78,778 |
Income Taxes (Details) $ in Millions |
3 Months Ended |
---|---|
Mar. 31, 2016
USD ($)
| |
Income Tax Disclosure [Abstract] | |
Current income tax expense (benefit) | $ 11,000.0 |
Income (loss) from continuing operations before income taxes | $ 10.4 |
Subsequent Events (Details) - shares |
Apr. 12, 2016 |
Mar. 31, 2016 |
Dec. 31, 2015 |
---|---|---|---|
Subsequent Events [Abstract] | |||
Common Stock, Shares Authorized | 600,000,000 | 100,000,000 | 100,000,000 |
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