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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 10-Q
(Mark One)
|X| Quarterly Report Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
For the Quarter Ended June 30, 2007
OR
|_| Transition Report Pursuant To Section 13 Or 15(d) Of
the Securities Exchange Act of 1934
For the Transition Period from ___________ to _____________
Commission File No. 0-23047
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SIGA Technologies, Inc.
(Exact name of registrant as specified in its charter)
A Delaware Corporation IRS Employer No. 13-3864870
420 Lexington Avenue, Suite 408, New York, NY 10170
Telephone Number (212) 672-9100
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes |X| No |_|.
Indicate by check mark whether the registrant is a large accelerated filer, an
accelerated filer, or a non-accelerated filer. See definition of "accelerated
filer and large accelerated filer" in Rule 12b-2 of the Exchange Act. (Check
one):
Large Accelerated Filer |_| Accelerated Filer |_| Non-Accelerated Filer |X|.
Indicate by check mark whether the registrant is a shell company (as defined in
rule 12b-2 of the Exchange Act). Yes |_| No |X|.
As of August 6, 2007 the registrant had 33,497,728 shares of common stock
outstanding.
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SIGA Technologies, Inc.
Form 10-Q
Table of Contents
Page No
PART I FINANCIAL INFORMATION
Item 1. Financial Statements ................................................................ 2
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 11
Item 3. Quantitative and Qualitative Disclosure About Market Risk ........................... 18
Item 4. Controls and Procedures ............................................................. 18
PART II OTHER INFORMATION
Item 1. Legal Proceedings ................................................................... 19
Item 1A. Risk Factors ....................................................................... 19
Item 2. Changes in Securities, Use of Proceeds and Issuer Purchases of Equity Securities .... 19
Item 3. Defaults Upon Senior Securities ..................................................... 19
Item 4. Submission of Matters to a Vote of Security Holders ................................. 19
Item 5. Other Information ................................................................... 20
Item 6. Exhibits ............................................................................ 20
SIGNATURES ................................................................................... 21
1
PART I - FINANCIAL INFORMATION
Item 1 - Financial Statements
SIGA TECHNOLOGIES, INC.
CONSOLIDATED BALANCE SHEETS
Unaudited
June 30, December 31,
2007 2006
------------ ------------
ASSETS
Current assets
Cash and cash equivalents ........................................ $ 9,277,351 $ 10,639,530
Accounts receivable .............................................. 867,447 617,032
Prepaid expenses ................................................. 193,843 141,032
------------ ------------
Total current assets ............................................ 10,338,641 11,397,594
Property, plant and equipment, net ............................... 902,442 1,320,315
Goodwill ......................................................... 898,334 898,334
Intangible assets, net ........................................... 86,753 165,243
Other assets ..................................................... 259,059 246,201
------------ ------------
Total assets .................................................... $ 12,485,229 $ 14,027,687
============ ============
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
Accounts payable ................................................. $ 912,649 $ 1,357,906
Accrued expenses and other ....................................... 660,720 584,504
Notes payable .................................................... 86,761 107,520
------------ ------------
Total current liabilities ....................................... 1,660,130 2,049,930
Non-current portion of notes payable .............................. -- 22,809
Common stock warrants ............................................. 3,707,222 4,673,098
------------ ------------
Total liabilities ............................................... 5,367,352 6,745,837
Commitments and contingencies ..................................... -- --
Stockholders' equity
Common stock ($ 0001 par value, 50,000,000 shares authorized,
33,491,478 and 32,452,210 issued and outstanding at June 30, 2007
and December 31, 2006, respectively) ............................ 3,348 3,245
Additional paid-in capital ....................................... 66,097,077 63,646,224
Accumulated deficit .............................................. (58,982,548) (56,367,619)
------------ ------------
Total stockholders' equity ...................................... 7,117,877 7,281,850
------------ ------------
Total liabilities and stockholders' equity ...................... $ 12,485,229 $ 14,027,687
============ ============
The accompanying notes are an integral part of these financial statements.
2
SIGA TECHNOLOGIES, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
Three Months Ended Six Months Ended
June 30, June 30,
2007 2006 2007 2006
------------ ------------ ------------ ------------
Revenues
Research and development ........................ $ 1,459,694 $ 1,458,865 $ 3,327,135 $ 2,853,319
------------ ------------ ------------ ------------
Operating expenses
Selling, general and administrative ............. 1,141,540 1,493,070 2,018,655 2,434,611
Research and development ........................ 2,201,300 2,431,497 4,850,888 4,089,167
Patent preparation fees ......................... 127,109 112,911 264,796 222,447
------------ ------------ ------------ ------------
Total operating expenses ....................... 3,469,949 4,037,478 7,134,339 6,746,225
------------ ------------ ------------ ------------
Operating loss ................................. (2,010,255) (2,578,613) (3,807,204) (3,892,906)
Increase (decrease) in fair market value of common
stock rights and common stock warrants .......... 2,425,044 453,783 965,876 (1,071,852)
Other income (loss), net ......................... 111,959 (32,121) 226,399 (25,853)
------------ ------------ ------------ ------------
Net income (loss) .............................. $ 526,748 $ (2,156,951) $ (2,614,929) $ (4,990,611)
============ ============ ============ ============
Weighted average shares outstanding: basic ....... 33,300,066 26,758,890 32,945,516 26,629,769
============ ============ ============ ============
Net income (loss) per share: basic ............... $ 0.02 $ (0.08) $ (0.08) $ (0.19)
============ ============ ============ ============
Weighted average shares outstanding: fully diluted 40,730,803 26,758,890 32,945,516 26,629,769
============ ============ ============ ============
Net income (loss) per share: fully diluted ....... $ 0.01 $ (0.08) $ (0.08) $ (0.19)
============ ============ ============ ============
The accompanying notes are an integral part of these financial statements.
3
SIGA TECHNOLOGIES, INC.
CONSOLIDATED STATEMENT OF CASH FLOWS (UNAUDITED)
Six Months Ended
June 30,
2007 2006
------------ ------------
Cash flows from operating activities:
Net loss .......................................................... $ (2,614,929) $ (4,990,611)
Adjustments to reconcile net loss to net
cash used in operating activities:
Depreciation .................................................... 516,004 277,197
Amortization of intangible assets ............................... 78,490 548,698
Increase (decrease) in fair market value of rights and warrants.. (965,876) 1,071,852
Stock based compensation ........................................ 299,441 236,698
Non-cash consulting expense ..................................... -- 216,840
Changes in assets and liabilities:
Accounts receivable .......................................... (250,415) 672,810
Prepaid expenses ............................................. (52,811) 23,385
Other assets ................................................. (12,858) (12,075)
Accrued interest payable ..................................... -- 37,822
Deferred revenue ............................................. -- 994,553
Accounts payable and accrued expenses ........................ (358,849) (567,159)
------------ ------------
Net cash used in operating activities ........................ (3,361,803) (1,489,990)
------------ ------------
Cash flows from investing activities:
Capital expenditures ............................................ (98,131) (656,776)
------------ ------------
Net cash used in investing activities ...................... (98,131) (656,776)
------------ ------------
Cash flows from financing activities:
Proceeds from issuance of notes payable ......................... -- 3,000,000
Net proceeds from exercise of common stock rights ............... -- 511,500
Net proceeds from exercise of warrants and options .............. 2,151,515 --
Repayment of notes payable ...................................... (53,760) (53,760)
------------ ------------
Net cash provided by financing activities .................. 2,097,755 3,457,740
------------ ------------
Net increase (decrease) in cash and cash equivalents .............. (1,362,179) 1,310,974
Cash and cash equivalents at beginning of period .................. 10,639,530 1,772,489
------------ ------------
Cash and cash equivalents at end of period ........................ $ 9,277,351 $ 3,083,463
============ ============
The accompanying notes are an integral part of these financial statements.
4
SIGA TECHNOLOGIES, INC.
Notes to the June 30, 2007 Consolidated Financial Statements (Unaudited)
1. Basis of Presentation
SIGA Technologies, Inc. ("SIGA" or the "Company") is a bio-defense company
engaged in the discovery, development and commercialization of products for use
in defense against biological warfare agents such as Smallpox and Arenaviruses.
The Company is also engaged in the discovery and development of other novel
anti-infectives, and antibiotics for the prevention and treatment of serious
infectious diseases. The Company's anti-viral programs are designed to prevent
or limit the replication of viral pathogens. SIGA's anti-infectives programs
target the increasingly serious problem of drug resistant bacteria and emerging
pathogens.
The consolidated financial statements of the Company have been prepared in
accordance with accounting principles generally accepted in the United States of
America for interim financial information and the rules and regulations of the
Securities and Exchange Commission (the "SEC") for quarterly reports on Forms
10-Q and should be read in conjunction with the Company's consolidated audited
financial statements and notes thereto for the year ended December 31, 2006,
included in the 2006 Form 10-K. All terms used but not defined elsewhere herein
have the meaning ascribed to them in the Company's 2006 annual report on Form
10-K filed on March 16, 2007. The year-end consolidated condensed balance sheet
data was derived from audited financial statements, but does not include all
disclosures required by accounting principles generally accepted in the United
States of America. 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 results of
operations for the three and six months ended June 30, 2007 are not necessarily
indicative of the results expected for the full year.
The accompanying consolidated financial statements have been prepared on a basis
which assumes that the Company will continue as a going concern and which
contemplates the realization of assets and the satisfaction of liabilities and
commitments in the normal course of business. The Company has incurred
cumulative net losses and expects to incur additional losses to perform further
research and development activities. The Company does not have commercial
products and has limited capital resources. Management's plans with regard to
these matters include continued development of its products as well as seeking
additional research support funds and future financial arrangements. Although
management will continue to pursue these plans, there is no assurance that the
Company will be successful in obtaining sufficient future financing on
commercially reasonable terms or that the Company will be able to secure funding
from anticipated government contracts and grants. Management believes that
existing cash balances combined with anticipated cash flows will be sufficient
to support its operations beyond the next twelve months, and will fund the
Company's business objectives during that period.
2. Significant Accounting Policies
Use of Estimates
The consolidated financial statements and related disclosures are prepared in
conformity with accounting principles generally accepted in the United States of
America. Management is required to make estimates and assumptions that affect
the reported amounts of assets and liabilities, the disclosure of contingent
assets and liabilities at the date of the financial statements and revenue and
expenses during the period reported. These estimates include the realization of
deferred tax assets, useful lives and impairment of tangible and intangible
assets, and the value of options and warrants granted or issued by the Company.
Estimates and assumptions are reviewed periodically and the effects of revisions
are reflected in the financial statements in the period they are determined to
be necessary. Actual results could differ from these estimates.
Cash and cash equivalents
Cash and cash equivalents consist of short term, highly liquid investments, with
original maturities of less than three months when purchased and are stated at
cost. Interest is accrued as earned.
Property, Plant and Equipment
Property, plant and equipment are stated at cost less accumulated depreciation.
Depreciation is provided on the straight-line method over the estimated useful
lives of the various asset classes. Estimated lives are 5 years for laboratory
equipment; 3 years for computer equipment; 7 years for furniture and fixtures;
and the life of the lease for leasehold improvements. Maintenance, repairs and
minor replacements are charged to expense as incurred. Upon retirement or
disposal of assets, the cost and related accumulated depreciation are removed
from the Balance Sheet and any gain or loss is reflected in the Statement of
Operations.
5
Revenue Recognition
The Company recognizes revenue from contract research and development and
research payments in accordance with SEC Staff Accounting Bulletin No. 104,
Revenue Recognition, ("SAB 104"). In accordance with SAB 104, revenue is
recognized when persuasive evidence of an arrangement exists, delivery has
occurred, the fee is fixed or determinable, collectibility is reasonably
assured, contractual obligations have been satisfied and title and risk of loss
have been transferred to the customer. The Company recognizes revenue from
non-refundable up-front payments, not tied to achieving a specific performance
milestone, over the period which the Company is obligated to perform services or
based on the percentage of costs incurred to date, estimated costs to complete
and total expected contract revenue. Payments for development activities are
recognized as revenue as earned, over the period of effort. Substantive at-risk
milestone payments, which are based on achieving a specific performance
milestone, are recognized as revenue when the milestone is achieved and the
related payment is due, providing there is no future service obligation
associated with that milestone. In situations where the Company receives payment
in advance of the performance of services, such amounts are deferred and
recognized as revenue as the related services are performed.
For the six months ended June 30, 2007 and 2006, revenues from National
Institutes of Health ("NIH") contracts and Small Business Innovation Research
("SBIR") grants were 62% and 42%, respectively, of total revenues recognized by
the Company. Revenues from contracts with the United States Army and the United
States Air Force for the six months ended June 30, 2007 and 2006 were 38% and
49%, respectively.
Accounts Receivable
Accounts receivable are recorded net of provisions for doubtful accounts. An
allowance for doubtful accounts is based on specific analysis of the
receivables. At June 30, 2007 and December 31, 2006, the Company had no
allowance for doubtful accounts.
Research and development
Research and development expenses include costs directly attributable to the
conduct of research and development programs, including employee related costs,
materials, supplies, depreciation on and maintenance of research equipment, the
cost of services provided by outside contractors, and facility costs, such as
rent, utilities, and general support services. All costs associated with
research and development are expensed as incurred. Costs related to the
acquisition of technology rights, for which development work is still in
process, and that have no alternative future uses, are expensed as incurred.
Goodwill
Goodwill is recorded when the purchase price paid for an acquisition exceeds the
estimated fair value of the net identified tangible and intangible assets
acquired.
The Company evaluates goodwill for impairment annually, in the fourth quarter of
each year. In addition, the Company would test goodwill for recoverability
between annual evaluations whenever events or changes in circumstances indicate
that the carrying amounts may not be recoverable. Examples of such events could
include a significant adverse change in legal matters, liquidity or in the
business climate, an adverse action or assessment by a regulator or government
organization, loss of key personnel, or new circumstances that would cause an
expectation that it is more likely than not that we would sell or otherwise
dispose of a reporting unit. Goodwill impairment is determined using a two-step
approach in accordance with Statement of Financial Accounting Standards No. 142
"Goodwill and Other Intangible Assets" ("SFAS 142"). The impairment review
process compares the fair value of the reporting unit in which goodwill resides
to its carrying value. In 2006, the Company operated as one business and one
reporting unit. Therefore, the goodwill impairment analysis was performed on the
basis of the Company as a whole using the market capitalization of the Company
as an estimate of its fair value.
Identified Intangible Assets
In accordance with Statement of Financial Accounting Standards No. 144
"Accounting for the Impairment or Disposal of Long-Lived Assets" ("SFAS 144"),
the Company performs a review of its identified intangible assets to determine
if facts and circumstances exist which indicate that the useful life is shorter
than originally estimated or that the carrying amount of assets may not be
recoverable. If such facts and circumstances do exist, the Company assesses the
recoverability of identified intangible assets by comparing the projected
undiscounted net cash flows associated with the related asset or group of assets
over their remaining lives against their respective carrying amounts.
Impairment, if any, is based on the excess of the carrying amount over the fair
value of those assets. Our estimates of projected cash flows are dependent on
many factors, including general economic trends, technological developments and
projected future contracts and government grants. It is reasonably likely that
future cash flows associated with our intangible assets may exceed or fall short
of our current projections, in which case a different amount for impairment
would result.
6
Income taxes
Income taxes are accounted for under the asset and liability method prescribed
by Statement of Financial Accounting Standards No. 109, "Accounting for Income
Taxes." Deferred income taxes are recorded for temporary differences between
financial statement carrying amounts and the tax basis of assets and
liabilities. Deferred tax assets and liabilities reflect the tax rates expected
to be in effect for the years in which the differences are expected to reverse.
A valuation allowance is provided if it is more likely than not that some or the
entire deferred tax asset will not be realized.
Net income per common share
The Company computes, presents and discloses earnings per share in accordance
with SFAS 128 "Earnings Per Share" ("EPS") which specifies the computation,
presentation and disclosure requirements for earnings per share of entities with
publicly held common stock or potential common stock. The statement defines two
earnings per share calculations, basic and diluted. The objective of basic EPS
is to measure the performance of an entity over the reporting period by dividing
income (loss) by the weighted average shares outstanding. The objective of
diluted EPS is consistent with that of basic EPS, that is to measure the
performance of an entity over the reporting period, while giving effect to all
dilutive potential common shares that were outstanding during the period. The
calculation of diluted EPS is similar to basic EPS except the denominator is
increased for the conversion of potential common shares.
The Company recognized net income for the three months ended June 30, 2007. The
details of the earnings per share calculations for the three months ended June
30, 2007 are as follows:
Income
Net Income $ 526,748
Average shares
Average shares outstanding - basic 33,300,066
Dilutive securities issuable in connection with
stock options and warrants 7,430,737
-----------
Average shares outstanding - diluted 40,730,803
===========
Earnings per share of common stock - basic $ 0.02
Earnings per share of common stock - diluted $ 0.01
The Company incurred losses for the three months ended June 30, 2006 and for the
six months ended June 30, 2007 and 2006, and as a result, certain equity
instruments are excluded from the calculation of diluted loss per share. At June
30, 2006, 68,038 shares of the Company's Series A convertible preferred stock
have been excluded from the computation of diluted loss per share as they were
anti-dilutive. These shares were converted into shares of the Company's common
stock in 2006. At June 30, 2007 and 2006 outstanding options to purchase 192,893
and 8,488,727 shares, respectively, of the Company's common stock with exercise
prices ranging from $0.94 to $5.50 have been excluded from the computation of
diluted loss per share as they are anti-dilutive. At June 30, 2007 and 2006,
outstanding warrants to purchase 1,272,401 and 9,655,396, shares, respectively,
of the Company's common stock, with exercise prices ranging from $1.18 to $4.99
have been excluded from the computation of diluted loss per share as they are
anti-dilutive.
Fair value of financial instruments
The carrying value of cash and cash equivalents, accounts payable and accrued
expenses approximates fair value due to the relatively short maturity of these
instruments. Common stock rights and warrants which are classified as assets or
liabilities under the provisions of EITF 00-19, are recorded at their fair
market value as of each reporting period.
Concentration of credit risk
The Company has cash in bank accounts that exceed the Federal Deposit Insurance
Corporation insured limits. The Company has not experienced any losses on its
cash accounts. No allowance has been provided for potential credit losses
because management believes that any such losses would be minimal.
Share-based Compensation
The Company accounts for its stock-based compensation programs under the
provisions of Statement of Financial Accounting Standards No. 123 (revised
2004), "Share-Based Payment" ("SFAS 123(R)"), which requires the measurement and
recognition of compensation expense for all share-based payment awards made to
employees and directors including employee stock options and employee stock
purchases related to the Employee Stock Purchase Plan
7
("employee stock purchases") based on estimated fair values. The Company does
not have a stock purchase plan at the current time.
Segment information
The Company is managed and operated as one business. The entire business is
managed by a single management team that reports to the chief executive officer.
The Company does not operate separate lines of business or separate business
entities with respect to any of its product candidates. Accordingly, the Company
does not prepare discrete financial information with respect to separate product
areas or by location and only has one reportable segment as defined by SFAS No.
131, "Disclosures about Segments of an Enterprise and Related Information".
Recent accounting pronouncements
In June 2007, the FASB issued EITF Issue 07-3 "Accounting for Advance Payments
for Goods or Services to Be Used in Future Research and Development Activities"
(EITF 07-3). The scope of this Issue is limited to nonrefundable advance
payments for goods and services related to research and development activities.
The Issue addresses whether such advanced payments should be expensed as
incurred or capitalized. SIGA is required to adopt EITF 07-3 effective January
1, 2008. As of June 30, 2007, the Company does not have any arrangements that
would be subject to the scope of EITF 07-3.
Effective January 1, 2007, the Company adopted FASB Interpretation No. 48,
Accounting for Uncertainty in Income Taxes--an Interpretation of FASB Statement
109 ("FIN 48"). FIN 48 prescribes a comprehensive model for the manner in which
a company should recognize, measure, present and disclose in its financial
statements all material uncertain tax positions that the Company has taken or
expects to take on a tax return.
As of the date of adoption, there were no tax positions for which it is
reasonably possible that the total amounts of unrecognized tax benefits will
significantly increase or decrease within twelve months from the date of
adoption of FIN 48 or from June 30, 2007. As of June 30, 2007, the only tax
jurisdiction to which the Company is subject is the United States. Open tax
years relate to years in which unused net operating losses were generated. Thus,
upon adoption of FIN 48, the Company's open tax years extend back to 1995. In
the event that the Company concludes that it is subject to interest and/or
penalties arising from uncertain tax positions, the Company will present
interest and penalties as a component of income taxes. No amounts of interest or
penalties were recognized in the Company's Consolidated Statements of Operations
or Consolidated Balance Sheets upon adoption of FIN 48 or as of and for the
three months ended June 30, 2007.
3. Intangible Assets
Amortization expense recorded for the six months ended June 30, 2007 and 2006
was as follows:
Six Months Ended
June 30,
2007 2006
-------- --------
Amortization of acquired grants $ -- $490,674
Amortization of customer contract and grants -- 16,714
Amortization of acquired technology 78,490 41,310
-------- --------
$ 78,490 $548,698
-------- --------
4. Stockholders' Equity
At June 30, 2007, the Company's authorized share capital consisted of 60,000,000
shares, of which 50,000,000 are designated common shares and 10,000,000 are
designated preferred shares. The Company's Board of Directors is authorized to
issue preferred shares in series with rights, privileges and qualifications of
each series determined by the Board.
2006 Placement
On October 19, 2006, the Company sold 2,000,000 shares of the Company's common
stock at $4.54 per share and warrants to purchase 1,000,000 shares of the
Company's common stock. The warrants are exercisable at $4.99 per share at any
time and from time to time through and including the seventh anniversary of the
closing date. As of June 30, 2007, warrants to acquire 1,000,000 shares of
common stock were outstanding.
8
The Company accounted for the transaction under the provisions of EITF 00-19
which requires that free standing derivative financial instruments that require
net cash settlement be classified as assets or liabilities at the time of the
transaction, and recorded at their fair value. EITF 00-19 also requires that any
changes in the fair value of the derivative instruments be reported in earnings
or loss as long as the derivative contracts are classified as assets or
liabilities. At June 30, 2007, the fair market value of the warrants to acquire
common stock was $1.8 million. The Company applied the Black-Scholes model to
calculate the fair values of the respective derivative instruments using the
contracted term of the warrants. Management estimates the expected volatility
using a combination of the Company's historical volatility and the volatility of
a group of comparable companies. SIGA recorded a gain of $610,000 for the
decline in the instruments' fair value from December 31, 2006 to June 30, 2007.
2005 Placement
In November 2005, the Company sold 2,000,000 shares of the Company's common
stock at $1.00 per share and warrants to purchase 1,000,000 shares of the
Company's common stock at an initial exercise price of $1.18 per share, at any
time and from time to time through and including the seventh anniversary of the
closing date. The investors were also entitled to purchase additional shares of
the Company's common stock for a gross amount of $2.0 million at an initial
price of $1.10 per share for a period of 90 trading days following the
effectiveness of a registration statement. The rights to acquire additional
shares of common stock expired on August 25, 2006. As of June 30, 2007, warrants
to acquire 725,000 shares of common stock were outstanding.
The Company accounted for the transaction under the provisions of EITF 00-19. At
June 30, 2007, the fair market value of the warrants to acquire common stock was
$1.9 million. SIGA recorded a gain of $355,000 for the decline in the
instruments' fair value from December 31, 2006 to June 30, 2007.
5. Related Parties
During the six months ended June 30, 2007, the Company incurred costs of $20,000
related to work performed by Transtech Pharma, Inc., a related party, and its
affiliates.
6. Stock Compensation Plans
In January 1996, the Company implemented its 1996 Incentive and Non-Qualified
Stock Option Plan (the "Plan"). The Plan as amended provides for the granting of
up to 11,000,000 shares of the Company's common stock to employees, consultants
and outside directors of the Company. The exercise period for options granted
under the Plan, except those granted to outside directors, is determined by a
committee of the Board of Directors. Stock options granted to outside directors
pursuant to the Plan must have an exercise price equal to or in excess of the
fair market value of the Company's common stock at the date of grant.
For the six months ended June 30, 2007 and 2006, the Company recorded
compensation expense of approximately $299,000 and $237,000, respectively,
related to stock employees and directors options. The total fair value of
options vested during the six months ended June 30, 2007 and 2006 was $126,324
and $318,700. The total compensation cost not yet recognized related to
non-vested awards at June 30, 2007 is $378,000. The weighted average period over
which total compensation cost is expected to be recognized is 0.63 years.
On May 30, 2007, at the Company's 2007 annual shareholders' meeting, the Company
awarded its non-employee directors a total of 105,000 fully-vested options,
exercisable at $3.73 per share.
7. Commitments and Contingencies
As of June 30, 2007, our purchase obligations are not material. We lease certain
facilities and office space under operating leases. Minimum future rental
commitments under operating leases having non-cancelable lease terms in excess
of one year are as follows:
9
Loans and related
Year ended December 31, Lease obligations interest payable Total commitments
2007 $ 576,948 $ 107,521 $ 684,469
2008 576,948 22,809 599,757
2009 579,648 -- 579,648
2010 466,448 -- 466,448
2011 443,748 -- 443,748
----------------- ----------------- -----------------
Total $ 2,643,740 $ 130,330 $ 2,774,070
================= ================= =================
Other
On December 20, 2006, PharmAthene, Inc. ("PharmAthene") filed an action against
the Company in the Court of Chancery in the State of Delaware, captioned
PharmAthene, Inc. v. SIGA Technologies, Inc., C.A. No. 2627-N. In its Complaint,
PharmAthene asks the Court to order the Company to enter into a license
agreement with PharmAthene with respect to SIGA-246, as well as issue a
declaration that the Company is obliged to execute such a license agreement, and
award damages resulting from the Company's supposed breach of that obligation.
PharmAthene also alleges that the Company breached an obligation to negotiate
such a license agreement in good faith, as well as seeks damages for promissory
estoppel and unjust enrichment based on supposed information, capital and
assistance that PharmAthene allegedly provided to the Company during the
negotiation process. On January 9, 2007, the Company filed a motion to dismiss
the Complaint in its entirety for failure to state a claim upon which relief can
be granted. Oral argument on the motion to dismiss was held on June 1, 2007 and
the parties are awaiting a decision from the Court. On January 19, 2007,
PharmAthene served on the Company its first request for production of documents.
The Company moved to stay discovery on January 26, 2007 and this motion was
granted on March 8, 2007. SIGA believes that the claims are without merit and
plans to defend itself vigorously.
8. Subsequent Event
On July 26, 2007, we held a special meeting at which our shareholders approved
the increase in our authorized common stock from 50,000,000 to 100,000,000
shares. Subsequent to such meeting, we granted 200,000 options to Dr. Eric A.
Rose, our Chief Executive Officer (which will vest pro rata on the first, second
and third anniversaries of the date of grant), 150,000 options to Thomas N.
Konatich, our Chief Financial Officer (100,000 of which will vest pro rata on
the first, second and third anniversaries of the date of grant, and 50,000 of
which will vest upon the achievement of certain milestones), and 300,000 options
to Dr. Dennis E. Hruby, our Chief Scientific Officer (100,000 of which will vest
pro rata on the first, second and third anniversaries of the date of grant, and
200,000 of which will vest upon the achievement of certain milestones). All of
the aforementioned options have an exercise price of $3.10 per share.
10
SIGA TECHNOLOGIES, INC.
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations
The following discussion should be read in conjunction with our financial
statements and notes to those statements and other financial information
appearing elsewhere in this Quarterly Report. In addition to historical
information, the following discussion and other parts of this Quarterly Report
contain forward-looking information that involves risks and uncertainties.
Overview
Since our inception in December 1995, SIGA has pursued the research and
development of novel products for the prevention and treatment of serious
infectious diseases, including products for use in the defense against
biological warfare agents such as Smallpox and Hemorrhagic Fevers. During the
third quarter of 2006 we were awarded a 3 year, $16.5 million contract from the
NIH and an additional 3 year, $4.8 million SBIR Phase II continuation grant from
the NIH. Both awards support the continuing development of our smallpox drug
candidate, ST-246. Our efforts to develop ST-246 were also supported by previous
SBIR grants from the NIH totaling $5.8 million, a $1.0 million agreement with
Saint Louis University, and a $1.6 million contract with the U.S. Army. Our
initiative to advance SIGA's Hemorrhagic Fevers programs is supported by a 3
year, $6.0 million SBIR grant from the NIH, received in September 2006 and
previous SBIR grants from the NIH totaling $6.3 million.
Our anti-viral programs are designed to prevent or limit the replication
of the viral pathogen. Our anti-infectives programs are aimed at the
increasingly serious problem of drug resistance. These programs are designed to
block the ability of bacteria to attach to human tissue, the first step in the
infection process.
We do not have commercial biomedical products, and we do not expect to
have such products for one to three years, if at all. We believe that we will
need additional funds to complete the development of our biomedical products.
Our plans with regard to these matters include continued development of our
products as well as seeking additional research support funds and financial
arrangements. Although we continue to pursue these plans, there is no assurance
that we will be successful in obtaining future financing on terms acceptable to
us. Management believes it has sufficient funds and projected cash flows to
support operations beyond the next twelve months.
Our biotechnology operations are based in our research facility in
Corvallis, Oregon. We continue to seek to fund a major portion of our ongoing
antiviral, antibiotic and vaccine programs through a combination of government
grants, contracts and strategic alliances. While we have had success in
obtaining strategic alliances, contracts and grants, there is no assurance that
we will continue to be successful in obtaining funds from these sources. Until
additional relationships are established, we expect to continue to incur
significant research and development costs and costs associated with the
manufacturing of product for use in clinical trials and pre-clinical testing. It
is expected that general and administrative costs, including patent and
regulatory costs, necessary to support clinical trials and research and
development will continue to be significant in the future.
To date, we have not marketed, or generated revenues from, the commercial
sale of any products. Our biopharmaceutical product candidates are not expected
to be commercially available for several years, if at all. Accordingly, we
expect to incur operating losses for the foreseeable future. There can be no
assurance that we will ever achieve profitable operations.
Critical Accounting Estimates
The methods, estimates and judgments we use in applying our accounting
policies have a significant impact on the results we report in our consolidated
financial statements, which we discuss under the heading "Results of Operations"
following this section of our Management's Discussion and Analysis. Some of our
accounting policies require us to make difficult and subjective judgments, often
as a result of the need to make estimates of matters that are inherently
uncertain. Our most critical accounting estimates include the assessment of
recoverability of goodwill, which could impact goodwill impairments, and the
assessment of recoverability of long-lived assets, which primarily impacts
operating income if impairment exists. Below, we discuss these policies further,
as well as the estimates and judgments
11
involved. Other key accounting policies, including revenue recognition, are less
subjective and involve a far lower degree of estimation and judgment.
Significant Accounting Policies
The following is a brief discussion of the more significant accounting
policies and methods used by us in the preparation of our consolidated financial
statements. Note 2 of the Notes to the Consolidated Financial Statements
includes a summary of all of the significant accounting policies.
Share-based Compensation
The Company accounts for its stock-based compensation programs under the
provisions of Statement of Financial Accounting Standards No. 123 (revised
2004), "Share-Based Payment" ("SFAS 123(R)"), which requires the measurement and
recognition of compensation expense for all share-based payment awards made to
employees and directors including employee stock options and employee stock
purchases related to the Employee Stock Purchase Plan ("employee stock
purchases") based on estimated fair values. SFAS 123(R) requires companies to
estimate the fair value of share-based awards on the grant date using an option
pricing model. The value of the portion of the award that is ultimately expected
to vest is recorded as expense over the requisite periods in the Company's
consolidated statement of operations.
Fair value of financial instruments
The carrying value of cash and cash equivalents, accounts payable and
accrued expenses approximates fair value due to the relatively short maturity of
these instruments. Common stock rights and warrants which are classified as
assets or liabilities under the provisions of EITF 00-19 are recorded at their
fair market value as of each reporting period. The Company applies the
Black-Scholes pricing model to calculate the fair values of common stock rights
and warrants using the contracted term of the instruments and expected
volatility that is calculated as a combination of the Company's historical
volatility and the volatility of a group of comparable companies.
Revenue Recognition
The Company recognizes revenue from contract research and development and
research progress payments in accordance with SEC Staff Accounting Bulletin No.
104, Revenue Recognition, ("SAB 104"). In accordance with SAB 104, revenue is
recognized when persuasive evidence of an arrangement exists, delivery has
occurred, the fee is fixed and determinable, collectibility is reasonably
assured, contractual obligations have been satisfied and title and risk of loss
have been transferred to the customer. The Company recognizes revenue from
non-refundable up-front payments, not tied to achieving a specific performance
milestone, over the period which the Company is obligated to perform services or
based on the percentage of costs incurred to date, estimated costs to complete
and total expected contract revenue. Payments for development activities are
recognized as revenue is earned, over the period of effort. Substantive at-risk
milestone payments, which are based on achieving a specific performance
milestone, are recognized as revenue when the milestone is achieved and the
related payment is due, providing there is no future service obligation
associated with that milestone. In situations where the Company receives payment
in advance of the performance of services, such amounts are deferred and
recognized as revenue as the related services are performed.
Goodwill
Goodwill is recorded when the purchase price paid for an acquisition
exceeds the estimated fair value of the net identified tangible and intangible
assets acquired.
The Company evaluates goodwill for impairment annually, in the fourth
quarter of each year. In addition, the Company would test goodwill for
recoverability between annual evaluations whenever events or changes in
circumstances indicate that the carrying amounts may not be recoverable.
Examples of such events could include a significant adverse change in legal
matters, liquidity or in the business climate, an adverse action or assessment
by a regulator or government organization, loss of key personnel, or new
circumstances that would cause an expectation that it is more likely than not
that we would sell or otherwise dispose of a reporting unit. Goodwill impairment
is determined using a two-step approach in accordance with Statement of
Financial Accounting Standards No. 142, "Goodwill and Other Intangible Assets"
("SFAS 142"). The impairment review process compares the fair value of the
reporting unit in which goodwill resides to its carrying value. In 2006, the
Company operated as one business and one reporting unit. Therefore, the goodwill
impairment analysis was performed on the basis of the Company as a whole using
the market capitalization of the Company as an estimate of its fair value. In
the past, our market capitalization has been significantly in excess of the
Company's carrying value. It is reasonably likely that the future market
capitalization of SIGA may exceed or fall short of our current market
capitalization. If future market capitalization falls short of the Company's
carrying value, a potential impairment might result.
12
The use of the discounted expected future cash flows to evaluate the fair value
of the Company as a whole is reasonably likely to produce different results than
the Company's market capitalization.
Intangible Assets
In accordance with Statement of Financial Accounting Standards No. 144
"Accounting for the Impairment or Disposal of Long-Lived Assets" ("SFAS 144"),
the Company performs a review of its identified intangible assets to determine
if facts and circumstances exist which indicate that the useful life is shorter
than originally estimated or that the carrying amount of assets may not be
recoverable. If such facts and circumstances do exist, the Company assesses the
recoverability of identified intangible assets by comparing the projected
undiscounted net cash flows associated with the related asset or group of assets
over their remaining lives against their respective carrying amounts.
Impairment, if any, is based on the excess of the carrying amount over the fair
value of those assets. Our estimates of projected cash flows are dependent on
many factors, including general economic trends, technological developments and
projected future contracts and government grants. It is reasonably likely that
future cash flows associated with our intangible assets may exceed or fall short
of our current projections, in which case a different amount for impairment
would result. If our actual cash flows exceed our estimates of future cash
flows, any impairment charge would be greater than needed. If our actual cash
flows are less than our estimated cash flows, we may need to recognize
additional impairment charges in future periods, which would be limited to the
carrying amount of the intangible assets.
Recent accounting pronouncements
In June 2007, the FASB issued EITF Issue 07-3 "Accounting for Advance Payments
for Goods or Services to Be Used in Future Research and Development Activities"
(EITF 07-3). The scope of this Issue is limited to nonrefundable advance
payments for goods and services related to research and development activities.
The Issue addresses whether such advanced payments should be expensed as
incurred or capitalized. SIGA is required to adopt EITF 07-3 effective January
1, 2008. As of June 30, 2007, the Company does not have any arrangements that
would be subject to the scope of EITF 07-3.
Effective January 1, 2007, the Company adopted FASB Interpretation No. 48,
Accounting for Uncertainty in Income Taxes--an Interpretation of FASB Statement
109 ("FIN 48"). FIN 48 prescribes a comprehensive model for the manner in which
a company should recognize, measure, present and disclose in its financial
statements all material uncertain tax positions that the Company has taken or
expects to take on a tax return.
As of the date of adoption, there were no tax positions for which it is
reasonably possible that the total amounts of unrecognized tax benefits will
significantly increase or decrease within twelve months from the date of
adoption of FIN 48 or from June 30, 2007. As of June 30, 2007, the only tax
jurisdiction to which the Company is subject is the United States. Open tax
years relate to years in which unused net operating losses were generated. Thus,
upon adoption of FIN 48, the Company's open tax years extend back to 1995. In
the event that the Company concludes that it is subject to interest and/or
penalties arising from uncertain tax positions, the Company will present
interest and penalties as a component of income taxes. No amounts of interest or
penalties were recognized in the Company's Consolidated Statements of Operations
or Consolidated Balance Sheets upon adoption of FIN 48 or as of and for the
three months ended June 30, 2007.
Results of Operations
Three months ended June 30, 2007 and 2006
Revenues from research and development contracts and grants for the three
months ended June 30, 2007 and 2006 were $1.5 million. For the three months
ended June 30, 2007 and 2006 we recorded $825,000 and $703,000, respectively,
from an NIH contract and NIH SBIR grants, supporting two of our lead programs.
Revenue recognized from our programs with the USAF was $634,000 and $756,000 for
the three months ended June 30, 2007 and 2006, respectively.
Selling, general and administrative expenses ("SG&A") for the three months
ended June 30, 2007 and 2006 were $1.1 million and $1.5 million, respectively.
Higher expenses for the three months ended June 30, 2006 were mainly due to
professional fees incurred in connection with a business transaction and a
non-cash consulting charge. During the three months ended June 30, 2006 we
recorded legal, accounting, and consulting expenses of $373,000, $102,000, and
$82,000, respectively, for due diligence services, fairness opinion and legal
advice related to a potential business transaction. During that same period we
also recorded $217,000 reflecting a non-cash consulting charge related to
issuance of warrants to consultants. The decline in G&A for the three months
ended June 30, 2007 was partially
13
offset by an increase of $143,000 in non-cash stock-based compensation due to
the issuance of 105,000 fully vested options on May 30, 2007, and an increase of
$93,000 in payroll expenses.
Research and development expenses declined $230,000 to $2.2 million from
$2.43 million for the three months ended June 30, 2007 and 2006, respectively.
Amortization of intangible assets for the three months ended June 30, 2007 and
2006 was $58,000 and $274,000 accounting for $216,000 of the decline.
Expenditures related to clinical and pre-clinical testing of our lead drug
candidates declined $200,000. These declines were partially offset by higher
payroll expenses related to the expansion of the Company's research and
development workforce from 38 full time employees on June 30, 2006 to 40 on June
30, 2007.
During the three months ended June 30, 2007 and 2006, we spent $598,000
and $728,000, respectively, on the development of our lead drug candidate,
ST-246, an orally administered anti-viral drug that targets the smallpox virus.
For the three months ended June 30, 2007, we spent $230,000 on internal human
resources and $368,000 mainly on clinical testing. For the three months ended
June 30, 2006, we spent $122,000 on internal human resources and $606,000 on
pre-clinical testing of ST-246. From inception of the ST-246 development program
to-date, we expended a total of $8.1 million related to the program, of which
$2.0 million and $6.1 million were spent on internal human resources, and
clinical and pre-clinical work, respectively. These resources reflect SIGA's
research and development expenses directly related to the program. They exclude
additional expenditures such as the cost to acquire the program, patent costs,
allocation of indirect expenses, and the value of other services received from
the NIH and the DoD.
R&D expenses of $334,000 and $188,000 during the three months ended June
30, 2007 and 2006, respectively, were used to support the development of ST-294,
a drug candidate which has demonstrated significant antiviral activity in cell
culture assays against arenavirus pathogens, as well as other drug candidates
for hemorrhagic fevers. For the three months ended June 30, 2007, we spent
$61,000 on internal human resources and $273,000 mainly on pre-clinical testing.
For the three months ended June 30, 2006, we spent $175,000 on internal human
resources and $13,000 on pre-clinical testing of ST-294. From inception of our
program to develop ST-294 and other drug candidates for hemorrhagic fevers,
to-date, we spent a total of $3.7 million related to the program, of which $1.7
million and $2.0 million were expended on internal human resources and
pre-clinical work, respectively. These resources reflect SIGA's research and
development expenses directly related to the program. They exclude additional
expenditures such as the cost to acquire the program, patent costs, allocation
of indirect expenses, and the value of other services received from the NIH and
the DoD.
For the three months ended June 30, 2007, R&D expenses related to our USAF
Agreements were $266,000 and $157,000 for internal human resources and external
R&D services, respectively. During the same period in 2006, we spent $219,000
and $165,000 on internal human resources and external R&D services,
respectively. Costs related to our work on the USAF Agreements from September
2005 to date were $2.8 million, of which we spent $1.3 million and $1.5 million
on internal human resources and external R&D services, respectively. These
resources reflect SIGA's research and development expenses directly related to
this agreement. They exclude additional expenditures such as patent costs and
allocation of indirect expenses.
Patent preparation expenses for the three months ended June 30, 2007 were
$127,000 compared to $113,000 for the three months ended June 30, 2006. We
incurred slightly higher costs during the 2007 three months period for work
performed in connection with our two lead programs.
Changes in the fair value of common stock rights and common stock warrants
sold together with common stock in October 2006 and November 2005 are recorded
as gains or losses. For the three months ended June 30, 2007 and 2006 we
recorded gains of $2.4 million and $454,000 reflecting a decline in the fair
market value of rights and warrants to purchase common stock during the
respective periods. The warrants and rights to purchase common stock of SIGA
were recorded at fair market value and classified as liabilities at the time of
the transaction.
For the three months ended June 30, 2007 and 2006 we recorded other income
of $112,000 and other loss of $32,000, respectively. Other income reflects
interest income on our net cash balance for the three months. Other loss for the
three months ended June 30, 2006 mainly reflects interest expense on notes
payable.
Six months ended June 30, 2007 and 2006
Revenues from research and development contracts and grants for the six
months ended June 30, 2007 and 2006 were $3.33 million and $2.85 million,
respectively. Revenues recorded for the six months ended June 30, 2007 increased
$480,000 or 17% from the same period in the prior year. For the six months ended
June 30, 2007, we recorded
14
$2.1 million from NIH SBRI grants and an agreement with the NIH supporting our
lead programs. Revenues from NIH SBIR grants and an agreement with St. Louis
University supporting these programs during the same period in 2006 was $1.4
million. Revenue recognized from our programs with the US Army and the USAF was
$1.3 million and $1.4 million for the six months ended June 30, 2007 and 2006,
respectively.
SG&A expenses for the six months ended June 30, 2007 and 2006 were $2.0
million and $2.4 million, respectively. Higher expenses for the six months ended
June 30, 2006 were mainly due to professional fees incurred in connection with a
business transaction and a non-cash consulting charge. During the six months
ended June 30, 2006 we recorded legal, accounting, and consulting expenses of
$451,000, $102,000, and $82,000, respectively, for due diligence services,
fairness opinion and legal advice related to a potential business transaction.
During the six months ended June 30, 2006 we also recorded $217,000 reflecting
non-cash consulting charge related to issuance of warrants to consultants.
Research and development expenses were $4.9 million and $4.1 million for
the six months ended June 30, 2007 and 2006. R&D expenses increased
approximately $800,000 or 20% from the same period in the prior year.
Expenditures related to clinical and pre-clinical testing of our lead drug
candidates increased $480,000 from the same period in the prior year. Our
payroll expense has increased by $300,000 from the six months ended June 30,
2006, reflecting the expansion and change in composition of our research and
development workforce. In addition, depreciation expense for the six months
ended June 30, 2007 increased $239,000 from the same period in 2006. These
increases were partially offset by a decline of $470,000 in amortization
expense.
During the six months ended June 30, 2007 and 2006, we spent $1.7 million
and $1.1 million, respectively, on the development of ST-246. For the six months
ended June 30, 2007, we spent $488,000 on internal human resources and $1.2
million mainly on clinical testing. For the six months ended June 30, 2006, we
spent $313,000 on internal human resources and $818,000 on pre-clinical testing
of ST-246. From inception of the ST-246 development program to-date, we expended
a total of $8.1 million related to the program, of which $2.0 million and $6.1
million were spent on internal human resources, and clinical and pre-clinical
work, respectively. These resources reflect SIGA's research and development
expenses directly related to the program. They exclude additional expenditures
such as the cost to acquire the program, patent costs, allocation of indirect
expenses, and the value of other services received from the NIH and the DoD.
R&D expenses of $591,000 and $564,000 during the six months ended June 30,
2007 and 2006, respectively, were used to support the development of ST-294, a
drug candidate which has demonstrated significant antiviral activity in cell
culture assays against arenavirus pathogens, as well as other drug candidates
for hemorrhagic fevers. For the six months ended June 30, 2007, we spent
$120,000 on internal human resources and $471,000 mainly on pre-clinical
testing. For the six months ended June 30, 2006, we spent $346,000 on internal
human resources and $218,000 on pre-clinical testing of ST-294. From inception
of our program to develop ST-294 and other drug candidates for hemorrhagic
fevers, to-date, we spent a total of $3.7 million related to the program, of
which $1.7 million and $2.0 million were expended on internal human resources
and pre-clinical work, respectively. These resources reflect SIGA's research and
development expenses directly related to the program. They exclude additional
expenditures such as the cost to acquire the program, patent costs, allocation
of indirect expenses, and the value of other services received from the NIH and
the DoD.
For the six months ended June 30, 2007, R&D expenses related to our USAF
Agreements were $517,000 and $327,000 for internal human resources and external
R&D services, respectively. During the same period in 2006, we spent $413,000
and $293,000 on internal human resources and external R&D services,
respectively. Costs related to our work on the USAF Agreements from September
2005 to date were $2.8 million, of which we spent $1.3 million and $1.5 million
on internal human resources and external R&D services, respectively. These
resources reflect SIGA's research and development expenses directly related to
this agreement. They exclude additional expenditures such as patent costs and
allocation of indirect expenses.
Our product programs are in the early stage of development. At this stage
of development, we cannot make reasonable estimates of the potential cost for
most of our programs to be completed or the time it will take to complete the
project. Our lead product, ST-246, is an orally administered anti-viral drug
that targets the smallpox virus. In December 2005 the FDA accepted our IND
application for ST-246 and granted it Fast-Track status. In December 2006, the
FDA granted Orphan Drug designation to ST-246, for the prevention and treatment
of smallpox. We expect that costs to complete the program will approximate $15
million to $20 million, and that the project could be completed in 24 months to
36 months. There is a high risk of non-completion of any program, including
ST-246, because of the lead time to program completion and uncertainty of the
costs. Net cash inflows from any products developed from our
15
programs is at least one to three years away. However, we could receive
additional grants, contracts or technology licenses in the short-term. The
potential cash and timing is not known and we cannot be certain if they will
ever occur.
The risk of failure to complete any program is high, as each, other than
our smallpox program which began phase I clinical trials in 2006, is in the
relatively early stage of development. Products for the biological warfare
defense market, such as the ST-246 Smallpox anti-viral, could generate revenues
in one to three years. We believe the products directed toward this market are
on schedule. We expect the future research and development cost of our
biological warfare defense programs to increase as the potential products enter
animal studies and safety testing, including human safety trials. Funds for
future development will be partially paid for by NIH contracts and SBIR grants,
additional government funding and from future financing. If we are unable to
obtain additional federal grants and contracts or funding in the required
amounts, the development timeline for these products would slow or possibly be
suspended. Delay or suspension of any of our programs could have an adverse
impact on our ability to raise funds in the future, enter into collaborations
with corporate partners or obtain additional federal funding from contracts or
grants.
Patent preparation expenses for the six months ended June 30, 2007 were
$265,000 compared to $222,000 for the three months ended June 30, 2006. The
increase of $43,000 or 19% reflects additional work performed in connection with
our two lead programs.
Changes in the fair value of common stock rights and common stock warrants
sold together with common stock in October 2006 and November 2005 are recorded
as gains or losses. For the six months ended June 30, 2007 we recorded a gain of
$966,000 reflecting a decline in the fair market value of rights and warrants to
purchase common stock during the period of January 1, 2007 through June 30,
2007. For the same period in 2006 we recorded a loss of $1.1 million reflecting
an increase in the fair market value of rights and warrants to purchase common
stock during the respective period. The warrants and rights to purchase common
stock of SIGA were recorded at fair market value and classified as liabilities
at the time of the transaction.
For the six months ended June 30, 2007 and 2006 we recorded other income
of $226,000 and other loss of $26,000, respectively. Other income reflects
interest income on our net cash balance for the six months. Other loss for the
six months ended June 30, 2006 mainly reflects interest expense on notes
payable.
Liquidity and Capital Resources
On June 30, 2007, we had $9.3 million in cash and cash equivalents. During
the six months ended June 30, 2007, we received net proceeds of $2.2 million
from exercises of warrants and options to purchase shares of the Company's
Common stock.
We believe that our existing cash combined with anticipated cash flows,
including receipt of future funding from government contracts and grants will be
sufficient to support our operations beyond the next twelve months, and that
sufficient cash flows will be available to meet our business objectives during
that period.
Operating activities
Net cash used in operations during the six months ended June 30, 2007 was
$3.4 million compared to $1.5 million in 2006. During the six months ended June
30, 2006, we received two advance payments from the USAF for a total of $1.5
million. Our current agreements with the USAF do not include advance payments.
In addition, during the first six months of 2007, our accounts receivable
balance increased $250,000, compared with a collection of $672,000 of accounts
receivable during the same period in 2006.
Investing activities
Capital expenditures during the six months ended June 30, 2007 and 2006
were $98,000 and $657,000, respectively, and mainly supported acquisition of
laboratory equipment in 2007 and the renovation of our research facility in
Oregon during the same period in 2006.
Financing activities
Cash provided by financing activities during the six months ended June 30,
2007 was $2.2 million, generated from exercises of options and warrants to
purchase common stock. During the six months ended June 30, 2006, we received
$3.0 million under three notes payable that were paid in full in October 2006.
16
We have incurred cumulative net losses and expect to incur additional
losses to perform further research and development activities. We do not have
commercial products and have limited capital resources. Our plans with regard to
these matters include continued development of our products as well as seeking
additional working capital through a combination of collaborative agreements,
strategic alliances, research grants, equity and debt financing. Although we
continue to pursue these plans, there is no assurance that we will be successful
in obtaining future financing on commercially reasonable terms.
Our working capital and capital requirements will depend upon numerous
factors, including pharmaceutical research and development programs;
pre-clinical and clinical testing; timing and cost of obtaining regulatory
approvals; levels of resources that we devote to the development of
manufacturing and marketing capabilities; technological advances; status of
competitors; and our ability to establish collaborative arrangements with other
organizations.
Off-Balance Sheet Arrangements
SIGA does not have any off-balance sheet arrangements.
Safe Harbor Statement
This report contains certain "forward-looking statements" within the
meaning of the Private Securities Litigation Reform Act of 1995, as amended,
including statements regarding the efficacy of potential products, the timelines
for bringing such products to market and the availability of funding sources for
continued development of such products. Forward-looking statements are based on
management's estimates, assumptions and projections, and are subject to
uncertainties, many of which are beyond the control of SIGA. Actual results may
differ materially from those anticipated in any forward-looking statement.
Factors that may cause such differences include the risks that (a) potential
products that appear promising to SIGA or its collaborators cannot be shown to
be efficacious or safe in subsequent pre-clinical or clinical trials, (b) SIGA
or its collaborators will not obtain appropriate or necessary governmental
approvals to market these or other potential products, (c) SIGA may not be able
to obtain anticipated funding for its development projects or other needed
funding, (d) SIGA may not be able to secure funding from anticipated government
contracts and grants, (e) SIGA may not be able to secure or enforce adequate
legal protection, including patent protection, for its products and (f)
unanticipated internal control deficiencies or weaknesses or ineffective
disclosure controls and procedures. More detailed information about SIGA and
risk factors that may affect the realization of forward-looking statements,
including the forward-looking statements in this presentation, is set forth in
SIGA's filings with the Securities and Exchange Commission, including SIGA's
Annual Report on Form 10-K for the fiscal year ended December 31, 2006, and in
other documents that SIGA has filed with the Commission. SIGA urges investors
and security holders to read those documents free of charge at the Commission's
Web site at http://www.sec.gov. Interested parties may also obtain those
documents free of charge from SIGA. Forward-looking statements speak only as of
the date they are made, and except for our ongoing obligations under the U.S.
federal securities laws, we undertake no obligation to publicly update any
forward-looking statements whether as a result of new information, future events
or otherwise.
17
Item 3. Quantitative and Qualitative Disclosure About Market Risk
None
Item 4. Controls and Procedures
(a) Disclosure Controls and Procedures. The Company's management, with the
participation of the Company's Chief Financial Officer, has evaluated the
effectiveness of the Company's disclosure controls and procedures (as defined in
Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of the end of the
fiscal period covered by this Quarterly Report on Form 10-Q. Based upon such
evaluation, the Chief Executive Officer and Chief Financial Officer have
concluded that, as of the end of such period, the Company's disclosure controls
and procedures are effective.
(b) Internal Control Over Financial Reporting. There have not been any
changes in the Company's internal control over financial reporting (as such term
is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the
fiscal period covered by this Quarterly Report on Form 10-Q that have materially
affected, or are reasonably likely to materially affect, the Company's internal
control over financial reporting.
18
Part II
Other information
Item 1. On December 20, 2006, PharmAthene, Inc. ("PharmAthene") filed an
action against the Company in the Court of Chancery in the State of
Delaware, captioned PharmAthene, Inc. v. SIGA Technologies, Inc., C.A.
No. 2627-N. In its Complaint, PharmAthene asks the Court to order the
Company to enter into a license agreement with PharmAthene with respect
to SIGA-246, as well as issue a declaration that the Company is obliged
to execute such a license agreement, and award damages resulting from
the Company's supposed breach of that obligation. PharmAthene also
alleges that the Company breached an obligation to negotiate such a
license agreement in good faith, as well as seeks damages for
promissory estoppel and unjust enrichment based on supposed
information, capital and assistance that PharmAthene allegedly provided
to the Company during the negotiation process. On January 9, 2007, the
Company filed a motion to dismiss the Complaint in its entirety for
failure to state a claim upon which relief can be granted. Oral
argument on the motion to dismiss was held on June 1, 2007 and the
parties are awaiting a decision from the Court. On January 19, 2007,
PharmAthene served on the Company its first request for production of
documents. The Company moved to stay discovery on January 26, 2007 and
this motion was granted on March 8, 2007. SIGA believes that the claims
are without merit and plans to defend itself vigorously.
Item 1A. Risk Factors - There were no material changes to Risk Factors disclosed
in SIGA's 2006 Form 10-K.
Item 2. Unregistered Sale of Equity Securities and Use of Proceeds - None.
Item 3. Defaults upon Senior Securities - None.
Item 4. Submission of Matters to a Vote of Security Holders
(a) The Company held its annual meeting of Stockholders on May 30, 2007.
(b) Proxies for the meeting were solicited pursuant to Regulation 14A of
the Securities Exchange Act of 1934, as amended. There was no
solicitation in opposition to management's nominees for the
directors as listed in the definitive proxy statement of the Company
dated April 27, 2007, and all such nominees were elected.
(c) Briefly described below is each matter voted upon at the annual
meeting of Stockholders.
(1) Election of the following individuals to hold office as
Directors of the Company for terms of one year. Total common
stock voted was 30,145,205
Number of Shares Voted
----------------------
Name For Withheld
---- --- --------
Eric A. Rose, M.D. 30,060,170 85,035
James J. Antal 29,990,649 154,556
Thomas E. Constance 29,962,927 182,278
Steven L. Fasman 29,991,752 153,453
Scott M. Hammer, M.D. 29,997,252 147,953
Adnan M. Mjalli, Ph.D. 29,996,852 148,353
Mehmet C. Oz, M.D. 29,815,815 329,390
Paul G. Savas 29,967,592 177,613
Judy S. Slotkin 29,991,652 153,553
Michael A. Weiner, M.D. 29,995,530 149,675
(2) Ratification and confirmation of the appointment of
PricewaterhouseCoopers LLP as independent registered public
accounting firm of the Company for the fiscal year ending
December 31, 2007. Total common stock voted was 29,961,990 in
favor, 74,202 against, 109,012 abstained.
19
Item 5. Other Information - None.
Item 6. Exhibits
* 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.
* Filed herein
20
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
SIGA Technologies, Inc.
(Registrant)
Date: August 14, 2007 By:/s/ Thomas N. Konatich
----------------------
Thomas N. Konatich
Chief Financial Officer
21
Exhibit 31.1
CERTIFICATION PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Eric A. Rose, M.D., certify that:
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
quarterly report;
3. Based on my knowledge, the financial statements, and other
financial information included in this quarterly 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)) 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 quarterly report is being prepared;
(b) 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
(c) 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 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 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: August 14, 2007 By: /s/ Eric A. Rose
----------------------
Eric A. Rose, M.D.
Chief Executive Officer
22
Exhibit 31.2
CERTIFICATION PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Thomas N. Konatich, certify that:
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
quarterly report;
3. Based on my knowledge, the financial statements, and other
financial information included in this quarterly 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)) 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 quarterly report is being prepared;
(b) 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
(c) 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 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 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: August 14, 2007 By: /s/ Thomas N. Konatich
------------------------
Thomas N. Konatich
Chief Financial Officer
23
Exhibit 32.1
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of SIGA Technologies, Inc. (the
"Company") on Form 10-Q for the period ending June 30, 2007 as filed with the
Securities and Exchange Commission on the date hereof (the "Report"), I, Eric A.
Rose, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C.
ss.1350, as adopted pursuant to ss.906 of the Sarbanes-Oxley Act of 2002, that,
to the best of my knowledge:
(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.
August 14, 2007
/s/ Eric A. Rose
-----------------------
Eric A. Rose, M.D.
Chief Executive Officer
24
Exhibit 32.2
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of SIGA Technologies, Inc. (the
"Company") on Form 10-Q for the period ending June 30, 2007 as filed with the
Securities and Exchange Commission on the date hereof (the "Report"), I, Thomas
N. Konatich., Chief Financial Officer of the Company, certify, pursuant to 18
U.S.C. ss.1350, as adopted pursuant to ss.906 of the Sarbanes-Oxley Act of 2002,
that, to the best of my knowledge:
(3) The Report fully complies with the requirements of section 13(a) or
15(d) of the Securities Exchange Act of 1934; and
(4) The information contained in the Report fairly presents, in all
material respects, the financial condition and results of operations
of the Company.
August 14, 2007
/s/ Thomas N. Konatich
----------------------
Thomas N. Konatich
Chief Financial Officer
25