Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2019 | May 03, 2019 | |
Document and Entity Information [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Mar. 31, 2019 | |
Document Fiscal Year Focus | 2019 | |
Document Fiscal Period Focus | Q1 | |
Entity Registrant Name | ENZON PHARMACEUTICALS, INC. | |
Entity Central Index Key | 0000727510 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Non-accelerated Filer | |
Trading Symbol | ENZN | |
Entity Common Stock, Shares Outstanding | 44,214,603 | |
Entity Emerging Growth Company | false | |
Entity Small Business | true |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Mar. 31, 2019 | Dec. 31, 2018 |
Current assets: | ||
Cash | $ 3,558 | $ 6,500 |
Milestone receivable | 7,000 | 7,000 |
Refundable tax credits receivable, current portion | 970 | 970 |
Other current assets | 56 | 70 |
Total current assets | 11,584 | 14,540 |
Refundable tax credits receivable, net of current portion | 970 | 970 |
Total assets | 12,554 | 15,510 |
Current liabilities: | ||
Accounts payable | 490 | 439 |
Accrued expenses and other current liabilities | 95 | 78 |
Total current liabilities | 585 | 517 |
Commitments and contingencies | ||
Stockholders' equity: | ||
Preferred stock - $0.01 par value, authorized 3,000,000 shares; no shares issued and outstanding at March 31, 2019 and December 31, 2018 | 0 | 0 |
Common stock - $0.01 par value, authorized 170,000,000 shares; issued and outstanding 44,214,603 shares at March 31, 2019 and December 31, 2018 | 442 | 442 |
Additional paid-in capital | 80,996 | 83,649 |
Accumulated deficit | (69,469) | (69,098) |
Total stockholders' equity | 11,969 | 14,993 |
Total liabilities and stockholders' equity | $ 12,554 | $ 15,510 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS [Parenthetical] - $ / shares | Mar. 31, 2019 | Dec. 31, 2018 |
Preferred stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized | 3,000,000 | 3,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 170,000,000 | 170,000,000 |
Common stock, shares issued | 44,214,603 | 44,214,603 |
Common stock, shares outstanding | 44,214,603 | 44,214,603 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Revenues: | ||
Royalties, net | $ (51) | $ 15 |
Total revenues | (51) | 15 |
Operating expenses: | ||
General and administrative | 318 | 326 |
Total operating expenses | 318 | 326 |
Operating loss and loss before income tax expense | (369) | (311) |
Income tax expense | 2 | 1 |
Net loss | $ (371) | $ (312) |
Loss per common share: | ||
Earnings Per Share, Basic | $ (0.01) | $ (0.01) |
Earnings Per Share, Diluted | $ (0.01) | $ (0.01) |
Weighted average number of shares | ||
Weighted-average shares outstanding – basic | 44,215 | 44,215 |
Weighted-average shares outstanding – diluted | 44,215 | 44,215 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY - USD ($) shares in Thousands, $ in Thousands | Total | Common Stock [Member] | Additional Paid-in Capital [Member] | Accumulated Deficit [Member] |
Balance at Dec. 31, 2017 | $ 9,144 | $ 442 | $ 83,649 | $ (74,947) |
Balance (in shares) at Dec. 31, 2017 | 44,215 | |||
Net income | (312) | $ 0 | 0 | (312) |
Balance at Mar. 31, 2018 | 8,832 | $ 442 | 83,649 | (75,249) |
Balance (in shares) at Mar. 31, 2018 | 44,215 | |||
Balance at Dec. 31, 2018 | 14,993 | $ 442 | 83,649 | (69,098) |
Balance (in shares) at Dec. 31, 2018 | 44,215 | |||
Net income | (371) | $ 0 | 0 | (371) |
Common stock dividend | (2,653) | (2,653) | ||
Balance at Mar. 31, 2019 | $ 11,969 | $ 442 | $ 80,996 | $ (69,469) |
Balance (in shares) at Mar. 31, 2019 | 44,215 |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Cash flows from operating activities: | ||
Net loss | $ (371) | $ (312) |
Adjustments to reconcile net income to net cash (used in) provided by operating activities: | ||
Changes in operating assets and liabilities | 82 | 74 |
Net cash used in operating activities | (289) | (238) |
Cash flows from financing activities: | ||
Common stock dividends | (2,653) | 0 |
Net cash used in financing activities | (2,653) | 0 |
Net decrease in cash | (2,942) | (238) |
Cash beginning of period | 6,500 | 7,478 |
Cash end of period | $ 3,558 | $ 7,240 |
Description of Business
Description of Business | 3 Months Ended |
Mar. 31, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Nature of Operations [Text Block] | (1) Description of Business Enzon Pharmaceuticals, Inc. (together with its subsidiaries, “Enzon” or the “Company,” “we” or “us”), manages its sources of royalty revenues from existing licensing arrangements with other companies primarily related to sales of certain drug products that utilize Enzon’s proprietary technology. Prior to 2017, the primary source of the Company’s royalty revenues was derived from sales of PegIntron, which is marketed by Merck & Co., Inc. (“Merck”). The Company currently has no clinical operations and limited corporate operations. The Company has no intention of resuming any clinical development activities or acquiring new sources of royalty revenues. There were no royalty revenues from sales of PegIntron in each of the quarters ended March 31, 2019 and 2018. In the first quarter of 2019, net royalties from PegIntron were negative $51,000, due to returns and rebates exceeding the amount of royalties earned. At December 31, 2018, the Company had a liability to Merck of approximately $439,000, due primarily to product returns and rebates. In March 2019, Merck notified the Company of an additional recoupment of approximately $51,000. Accordingly, at March 31, 2019, the Company increased its liability to Merck to $490,000, as discussed in Note 12 to the Condensed Consolidated Financial Statements. In April 2013, the Company announced that it intended to distribute excess cash, expected to arise from ongoing royalty revenues, in the form of periodic dividends to stockholders. (See Note 7 Cash Dividend.) On February 4, 2016, the Company’s Board adopted a Plan of Liquidation and Dissolution (the “Plan of Liquidation and Dissolution”), the implementation of which has been postponed. (See Note 11 Plan of Liquidation and Dissolution.) On January 30, 2019, the Company entered into a letter agreement with Servier, a wholly owned indirect subsidiary of Les Laboratoires Servier, in connection with the asset purchase agreement, dated as of November 9, 2009 (the “Asset Purchase Agreement”), by and between Klee Pharmaceuticals, Inc., Defiante Farmacêutica, S.A. (“Defiante”) and Sigma-Tau, on the one hand, and the Company, on the other hand. Under the letter agreement, Servier, as successor-in-interest to Defiante, has confirmed its obligation to pay the Company a $7.0 million milestone payment related to SC Oncaspar as a result of the FDA’s December 20, 2018 approval of calaspargase pegol – mknl (brand name ASPARLAS™) as a component of a multi-agent chemotherapeutic regimen for the treatment of acute lymphoblastic leukemia in pediatric and young adult patients age 1 month to 21 years. In addition, under the letter agreement, the Company has agreed to waive Servier’s obligations to pursue the development of SC Oncaspar in Europe and the approval of SC Oncaspar by the European Medicines Agency (“EMEA”) under the Asset Purchase Agreement, provided that the Company is not waiving Servier’s obligation to make any applicable milestone payment to the Company upon EMEA approval, if any, of SC Oncaspar. Servier is required to make the $7.0 million milestone payment to the Company within three business days following the parties’ completion of procedures for claiming benefits under the double tax treaty between the United States and the United Kingdom. The Company expects to receive the $7.0 million milestone payment from Servier by the third quarter of 2019. Accordingly, the Company recorded that amount as a current receivable at December 31, 2018 and March 31, 2019. However, no assurance can be given as to the timing of the Company’s receipt of the payment. The Company has a marketing agreement with Micromet AG (“Micromet”), now part of Amgen, Inc. (the “Micromet Marketing Agreement”), that was entered into in 2004 under which Micromet is the exclusive marketer of the parties’ combined intellectual property portfolio in the field of single-chain antibody technology. Under the Micromet Marketing Agreement, the parties agreed to share, on an equal basis, in any licensing fees, milestone payments and royalty revenue received by Micromet in connection with any licenses of the patents within the portfolio by Micromet to any third party during the term of the collaboration. To the Company’s knowledge, Micromet has a license agreement with Viventia Biotech (Barbados) Inc. (“Viventia”), now part of Sesen Bio, Inc. (“Sesen”), that was entered into in 2005, under which Micromet granted Viventia nonexclusive rights, with certain sublicense rights, for know-how and patents allowing exploitation of certain single chain antibody products, which patents cover some key aspects of Vicinium, one of Sesen’s drug candidates that is in Phase 3 clinical trials being evaluated for the treatment of patients with non-muscle invasive bladder cancer. To the Company’s knowledge, under the terms of this license agreement between Micromet and Viventia, Micromet is entitled to receive (i) certain milestone payments with respect to the filing of a new drug application for Vicinium with the FDA or the filing of a marketing approval application for Vicinium with the EMEA; (ii) certain milestone payments with respect to the first commercial sale of Vicinium in the U.S. or Europe and (iii) certain royalties on net sales for ten years from the first commercial sale of Vicinium. Pursuant to the Micromet Marketing Agreement, the Company would be entitled to a 50% share of these milestone payments and royalties received by Micromet. Due to the challenges associated with developing and obtaining approval for drug products, there is substantial uncertainty whether any of these milestones will be achieved. The Company also has no control over the time, resources and effort that Sesen may devote to its programs and limited access to information regarding or resulting from such programs. Accordingly, there can be no assurance that the Company will receive any of the milestone or royalty payments under the Micromet Marketing Agreement. The Company will not recognize revenue until all revenue recognition requirements are met. The Company maintains its principal executive offices at 20 Commerce Drive, Suite 135, Cranford, New Jersey, 07016 through a lease agreement for space and services with Regus Management Group, LLC (“Regus”) and also has an office facility at 3556 Main Street, Manchester, VT, 05225 pursuant to an office rental agreement with Equinox Junior, LLC (“Equinox”). See Note 10. |
Basis of Presentation
Basis of Presentation | 3 Months Ended |
Mar. 31, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Accounting [Text Block] | (2) Basis of Presentation Interim Financial Statements The accompanying unaudited condensed consolidated financial statements have been prepared from the books and records of the Company in accordance with United States generally accepted accounting principles (U.S. GAAP) for interim financial information and Rule 10-01 of Regulation S-X promulgated by the U.S. Securities and Exchange Commission (the “SEC”). Accordingly, these financial statements do not include all of the information and footnotes required for complete annual financial statements. Interim results are not necessarily indicative of the results that may be expected for the full year. Interim condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and the notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2018. Principles of Consolidation The condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All intercompany balances and transactions have been eliminated as part of the consolidation. Use of Estimates The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect reported amounts of assets and liabilities, disclosures of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. These estimates include legal and contractual contingencies and income taxes. Although management bases its estimates on historical experience, relevant current information and various other assumptions that are believed to be reasonable under the circumstances, actual results could differ from these estimates. Revenue Recognition Royalty revenues from the Company’s agreements with third parties are recognized when the Company can reasonably determine the amounts earned. In most cases, this will be upon notification from the third-party licensee, which is typically during the quarter following the quarter in which the sales occurred. The Company does not participate in the selling or marketing of products for which it receives royalties. No provision for uncollectible accounts is established upon recognition of revenues. Contingent payments due under the asset purchase agreement for the sale of the Company’s former specialty pharmaceutical business are recognized as revenue when the milestone has been achieved and collection is are non-refundable and no further effort is required on the part of the Company or the other party to complete the earning process. Income Taxes Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be realized. The effect of a change in tax rates or laws on deferred tax assets and liabilities is recognized in operations in the period that includes the enactment date of the rate change. A valuation allowance is established to reduce the deferred tax assets to the amounts that are more likely than not to be realized from operations. Tax benefits of uncertain tax positions are recognized only if it is more likely than not that the Company will be able to sustain a position taken on an income tax return. The Company has no liability for uncertain tax positions. Interest and penalties, if any, related to unrecognized tax benefits, would be recognized as income tax expense. |
Recent Accounting Pronouncement
Recent Accounting Pronouncements | 3 Months Ended |
Mar. 31, 2019 | |
New Accounting Pronouncements and Changes in Accounting Principles [Abstract] | |
Description of New Accounting Pronouncements Not yet Adopted [Text Block] | (3) Recent Accounting Pronouncements In August 2018, the SEC issued the final rule on Disclosures About Changes in Stockholders’ Equity For filings on Form 10-Q, which extends to interim periods the annual requirement in SEC Regulation S-X, Rule 3-04,2 to disclose (1) changes in stockholders’ equity and (2) the amount of dividends per share for each class of shares (as opposed to common stock only, as previously required). Pursuant to the final rule, registrants must now analyze changes in stockholders’ equity, in the form of a reconciliation, for “the current and comparative year-to-date [interim] periods, with subtotals for each interim period,” i.e., a reconciliation covering each period for which an income statement is presented. Rule 3-04 permits the disclosure of changes in stockholders’ equity (including dividend-per-share amounts) to be made either in a separate financial statement or in the notes to the financial statements. Th e final rule is effective for all filings made on or after November 5, 2018. The staff of the SEC has indicated it would not object if the filer’s first presentation of the changes in shareholders’ equity is included in its Form 10-Q for the quarter that begins after the effective date of the amendments. Therefore, the Company has conformed to this rule in its Form 10-Q for the quarter ended Marc h 31, 2019. During February 2016, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”) No. 2016-02, Leases (Topic 842). ASU No. 2016-02 requires lessees to recognize the assets and liabilities that arise from leases on the balance sheets. A lessee should recognize in the statement of financial position a liability to make lease payments (the lease liability) and a right-of-use asset representing its right to use the underlying asset for the lease term. During 2018, the FASB also issued ASU No. 2018-01, Land Easement Practical Expedient, which permits an entity to elect an optional transition practical expedient to not evaluate land easements that existed or expired before the entity’s adoption of Topic 842 and that were not previously accounted for under Accounting Standards Codification 840; ASU 2018-10, Codification Improvements to Topic 842, Leases, which addresses narrow aspects of the guidance originally issued in ASU No. 2016-02; ASU 2018-11, Targeted Improvements, which provides entities with an additional (and optional) transition method whereby an entity initially applies the new leases standard at the adoption date and recognizes a cumulative-effect adjustment to the opening balance of retained earnings in the period of adoption and also provides lessors with a practical expedient, by class of underlying asset, to not separate nonlease components from the associated lease component and, instead, to account for those components as a single component; and ASU No. 2018-20, Narrow-Scope Improvements for Lessors, which addresses sales and other similar taxes collected from lessees, certain lessor costs, and the recognition of variable payments for contracts with lease and nonlease components. The Company adopted these ASUs effective January 1, 2019. Due to the nature of the Company’s lease obligations (See Note 10), adoption of the standard did not have a material effect on the Company’s condensed consolidated financial statements. Other recent ASU's issued by the FASB and guidance issued by the Securities and Exchange Commission did not, or are not believed by management to, have a material effect on the Company’s present or future consolidated financial statements. |
Financial Instruments and Fair
Financial Instruments and Fair Value | 3 Months Ended |
Mar. 31, 2019 | |
Fair Value Disclosures [Abstract] | |
Fair Value Disclosures [Text Block] | (4) Financial Instruments and Fair Value The carrying values of cash, milestone receivable, other current assets, accounts payable, accrued expenses and other current liabilities in the Company’s condensed consolidated balance sheets approximated their fair values at March 31, 2019 and December 31, 2018 due to their short-term nature. |
Supplemental Cash Flow Informat
Supplemental Cash Flow Information | 3 Months Ended |
Mar. 31, 2019 | |
Supplemental Cash Flow Elements [Abstract] | |
Cash Flow, Supplemental Disclosures [Text Block] | (5) Supplemental Cash Flow Information The Company made income tax payments of $2,000 and $0 during the three months ended March 31, 2019 and 2018, respectively. There were no interest payments made during the three months ended March 31, 2019 or 2018. |
Loss Per Common Share
Loss Per Common Share | 3 Months Ended |
Mar. 31, 2019 | |
Earnings Per Share [Abstract] | |
Earnings Per Share [Text Block] | (6) Loss Per Common Share Basic earnings per common share is computed by dividing the net income by the weighted average number of shares of common stock outstanding during the period. Restricted stock awards and restricted stock units (collectively, nonvested shares) are not considered to be outstanding shares until the service or performance vesting period has been completed. The diluted earnings per share calculation would normally involve adjusting both the denominator and numerator as described here if the effect is dilutive. For purposes of calculating diluted earnings per common share, the denominator includes both the weighted-average number of shares of common stock outstanding and the number of common stock equivalents if the inclusion of such common stock equivalents is dilutive. Dilutive common stock equivalents potentially include stock options and nonvested shares using the treasury stock method and shares issuable under the employee stock purchase plan (ESPP). Earnings per common share information is as follows (in thousands, except per share amounts) for the three months ended March 31, 2018 and 2017: Three months ended 2019 2018 Loss Per Common Share – Basic and Diluted: Net loss $ (371 ) $ (312 ) Weighted-average common shares outstanding 44,215 44,215 Basic and diluted loss per share $ (0.01 ) $ (0.01 ) At March 31, 2019 and 2018, there were 41,787 potentially dilutive securities outstanding that have been excluded from the calculation of dilutive weighted average shares outstanding, as they would be anti-dilutive. |
Cash Dividend
Cash Dividend | 3 Months Ended |
Mar. 31, 2019 | |
Dividends, Cash [Abstract] | |
Cash Dividend [Text Block] | (7) Cash Dividend On January 30, 2019, the Board of Directors of the Company declared a special cash dividend of $0.06 per share of the Company’s common stock, aggregating approximately $2,653,000, which was paid on March 21, 2019 to stockholders of record as of the close of business on February 21, 2019. |
Stock Options
Stock Options | 3 Months Ended |
Mar. 31, 2019 | |
Stock Options [Abstract] | |
Stock Options Disclosure [Text Block] | (8) Stock Options Stock Options and Restricted Stock Units (RSUs or Nonvested Shares) During the quarter ended March 31, 2019 no options were granted and the Company incurred no stock-based compensation expense. No RSUs were outstanding as of March 31, 2019. There were no options granted during the three months ended March 31, 2018 and no nonvested shares granted or outstanding during the three months ended March 31, 2018. The Company uses historical data to estimate forfeiture rates. Activity related to stock options and nonvested shares during the three months ended March 31, 2019 and related balances outstanding as of that date are reflected below: Stock Options Outstanding at January 1, 2019 41,787 Granted - Exercised and vested - Expired and forfeited - Outstanding at March 31, 2019 41,787 Options vested and expected to vest at March 31, 2019 41,787 Options exercisable at March 31, 2019 41,787 |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2019 | |
Income Tax Disclosure [Abstract] | |
Income Tax Disclosure [Text Block] | (9) Income Taxes During each of the three-month periods ended March 31, 2019 and 2018, the Company recorded approximately $2,000 and $1,000, respectively, of income tax expense for NJ state income tax. The Company continues to provide a valuation allowance against all of its deferred tax assets, as the Company believes it is more likely than not that its deferred tax assets will not be realized. Management of the Company will continue to assess the need for this valuation allowance and will make adjustments when appropriate. Tax benefits of uncertain tax positions are recognized only if it is more likely than not that the Company will be able to sustain a position taken on an income tax return. The Company has no liability for uncertain tax positions. Interest and penalties, if any, related to unrecognized tax benefits, would be recognized as income tax expense. On December 22, 2017, the Tax Cuts and Jobs Act (the “Act”) was signed into law. Among its numerous changes to the Internal Revenue Code, the Act allowed companies with existing alternative minimum tax credit (“MTC”) carryforwards as of December 31, 2017 to receive refunds of the credits in tax years after 2017 and before 2022 in an amount equal to 50% (100% in 2021) of the excess MTC over the amount of the credit allowable for the year against regular tax liability. As a result of the Act’s provision allowing for the refund of MTC, the Company has recorded $970,000 as a long-term receivable and $970,000 as a current receivable as of December 31, 2018 and March 31, 2019. The Act also provides for an indefinite carryforward period for net operating losses generated after 2017 and limits annual utilization to 80% of taxable income. Net operating losses generated prior to 2018 continue to be carried forward for 20 years and have no 80% limitation on utilization. |
Commitments and Contingent Liab
Commitments and Contingent Liabilities | 3 Months Ended |
Mar. 31, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies Disclosure [Text Block] | (10) Commitments and Contingent Liabilities Effective March 1, 2018, the Company renewed its office service agreement with Regus Management Group, LLC (“Regus”) for its principal executive offices at 20 Commerce Drive, Suite 135, Cranford, New Jersey, 07016. This agreement was renewed until February 28, 2019, for a monthly fee of $1,259. In June 2018, the Company and Regus agreed to end the lease on August 31, 2018, and replace it with an updated office service agreement. Effective September 1, 2018, the Company entered into an office service agreement with Regus for mailbox plus, telephone answering, and virtual office services. Under the agreement, in exchange for the services provided by Regus, the Company was required to pay Regus an initial service retainer of $259 and thereafter pay Regus a monthly fee of $259 until August 31, 2019. Effective July 1, 2018, the Company entered into an office rental agreement with Equinox Junior LLC (“Equinox”) for use of office space at 3556 Main Street, Manchester, VT, 05225. Under this agreement, in exchange for the Company’s right to use the office space at this location, the Company is required to pay Equinox a monthly fee of $708 until June 30, 2019. The Company has been involved in various claims and legal actions arising in the ordinary course of business. In the opinion of management, the ultimate disposition of these matters will not have a material effect on the Company’s consolidated financial position, results of operations, or liquidity. |
Plan of Liquidation and Dissolu
Plan of Liquidation and Dissolution | 3 Months Ended |
Mar. 31, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Liquidation Basis of Accounting [Text Block] | (11) Plan of Liquidation and Dissolution On February 4, 2016, the Company’s Board of Directors adopted a Plan of Liquidation and Dissolution (the “Plan of Liquidation and Dissolution”), pursuant to which the Company would, subject to obtaining requisite stockholder approval, be liquidated and dissolved in accordance with Sections 280 and 281 (a) of the General Corporation Law of the State of Delaware. In approving the Plan of Liquidation and Dissolution, the Company’s Board of Directors had considered, among other factors, the ability of the Company to obtain no-action relief from the SEC to suspend certain of the Company’s reporting obligations under the Securities Exchange Act of 1934, as amended, and the anticipated cost savings if such relief is granted by the SEC. After further consideration, the Company’s Board of Directors determined that it would be fair, advisable and in the best interests of the Company and its stockholders to postpone seeking stockholder approval of the Plan of Liquidation and Dissolution until a later time to be determined by the Company’s Board of Directors. From time to time, the Company’s Board of Directors reviews the Company’s status and prospects in deciding on the timing of dissolution and liquidation of the Company pursuant to the Plan of Liquidation and Dissolution. If the Company’s Board of Directors determines to seek stockholder approval of such plan and such plan is approved by the Company’s stockholders and implemented by the Company, it is expected that the Company’s corporate existence will continue for the purpose of winding up its business and affairs for at least three years. The Company has forecasted minimal or no royalty or milestone revenues for the foreseeable future. In light of the uncertainty as to whether any of the milestones under the Micromet Marketing Agreement would be achieved, this forecast assumes that the Company would not receive any milestone or royalty payments under the Micromet Marketing Agreement. |
Accounts Payable
Accounts Payable | 3 Months Ended |
Mar. 31, 2019 | |
Payables and Accruals [Abstract] | |
Accounts Payable and Accrued Liabilities Disclosure [Text Block] | (12) Accounts Payable Due to returns, rebates and other adjustments, at various times, Merck has notified the Company of its recoupment of previously paid royalties. Accordingly, at December 31, 2018, the Company recorded a net payable to Merck of $439,000. In March 2019, Merck notified the Company of an additional such recoupment aggregating approximately $51,000. Consequently, the Company recorded a payable to Merck of $490,000 at March 31, 2019. |
Summary of Significant Accounti
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2019 | |
Accounting Policies [Abstract] | |
Interim Financial Statements [Policy Text Block] | Interim Financial Statements The accompanying unaudited condensed consolidated financial statements have been prepared from the books and records of the Company in accordance with United States generally accepted accounting principles (U.S. GAAP) for interim financial information and Rule 10-01 of Regulation S-X promulgated by the U.S. Securities and Exchange Commission (the “SEC”). Accordingly, these financial statements do not include all of the information and footnotes required for complete annual financial statements. Interim results are not necessarily indicative of the results that may be expected for the full year. Interim condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and the notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2018. |
Consolidation, Policy [Policy Text Block] | Principles of Consolidation The condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All intercompany balances and transactions have been eliminated as part of the consolidation. |
Use of Estimates, Policy [Policy Text Block] | Use of Estimates The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect reported amounts of assets and liabilities, disclosures of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. These estimates include legal and contractual contingencies and income taxes. Although management bases its estimates on historical experience, relevant current information and various other assumptions that are believed to be reasonable under the circumstances, actual results could differ from these estimates. |
Revenue Recognition, Policy [Policy Text Block] | Revenue Recognition Royalty revenues from the Company’s agreements with third parties are recognized when the Company can reasonably determine the amounts earned. In most cases, this will be upon notification from the third-party licensee, which is typically during the quarter following the quarter in which the sales occurred. The Company does not participate in the selling or marketing of products for which it receives royalties. No provision for uncollectible accounts is established upon recognition of revenues. Contingent payments due under the asset purchase agreement for the sale of the Company’s former specialty pharmaceutical business are recognized as revenue when the milestone has been achieved and collection is are non-refundable and no further effort is required on the part of the Company or the other party to complete the earning process. |
Income Tax, Policy [Policy Text Block] | Income Taxes Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be realized. The effect of a change in tax rates or laws on deferred tax assets and liabilities is recognized in operations in the period that includes the enactment date of the rate change. A valuation allowance is established to reduce the deferred tax assets to the amounts that are more likely than not to be realized from operations. Tax benefits of uncertain tax positions are recognized only if it is more likely than not that the Company will be able to sustain a position taken on an income tax return. The Company has no liability for uncertain tax positions. Interest and penalties, if any, related to unrecognized tax benefits, would be recognized as income tax expense. |
Loss Per Common Share (Tables)
Loss Per Common Share (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Earnings Per Share [Abstract] | |
Schedule of Earnings Per Share, Basic and Diluted [Table Text Block] | Three months ended 2019 2018 Loss Per Common Share – Basic and Diluted: Net loss $ (371 ) $ (312 ) Weighted-average common shares outstanding 44,215 44,215 Basic and diluted loss per share $ (0.01 ) $ (0.01 ) At March 31, 2019 and 2018, there were 41,787 potentially dilutive securities outstanding that have been excluded from the calculation of dilutive weighted average shares outstanding, as they would be anti-dilutive. |
Stock Options (Tables)
Stock Options (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Stock Options [Abstract] | |
Share-based Compensation, Stock Options, Activity [Table Text Block] | Activity related to stock options and nonvested shares during the three months ended March 31, 2019 and related balances outstanding as of that date are reflected below: Stock Options Outstanding at January 1, 2019 41,787 Granted - Exercised and vested - Expired and forfeited - Outstanding at March 31, 2019 41,787 Options vested and expected to vest at March 31, 2019 41,787 Options exercisable at March 31, 2019 41,787 |
Description of Business (Detail
Description of Business (Details Textual) - USD ($) | 1 Months Ended | 3 Months Ended | ||
Jan. 30, 2019 | Mar. 31, 2019 | Mar. 31, 2018 | Dec. 31, 2018 | |
Description of Business [Line Items] | ||||
Accounts Payable, Current | $ 490,000 | $ 439,000 | ||
Revenues | (51,000) | $ 15,000 | ||
Royalty Revenue Milestones | $ 7,000,000 | |||
Milestone Receivable on Royalties current | 7,000,000 | 7,000,000 | ||
Royalty [Member] | ||||
Description of Business [Line Items] | ||||
Revenues | 51,000 | |||
Merck [Member] | ||||
Description of Business [Line Items] | ||||
Accounts Payable, Current | $ 490,000,000 | $ 439,000,000 | ||
Increase (Decrease) in Accounts Payable | 51,000,000 | |||
Servier IPUK Limited [Member] | ||||
Description of Business [Line Items] | ||||
Contract with Customer, Liability | $ 7,000,000 | |||
Micromet [Member] | ||||
Description of Business [Line Items] | ||||
Percentage of Royal Milestones Receivable | 50.00% |
Supplemental Cash Flow Inform_2
Supplemental Cash Flow Information (Details Textual) $ in Thousands | 3 Months Ended |
Mar. 31, 2019USD ($) | |
Supplemental Cash Flow Elements [Abstract] | |
Income Taxes Paid | $ 2,000 |
Interest Paid, Net | $ 0 |
Loss Per Common Share (Details)
Loss Per Common Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Loss Per Common Share – Basic and Diluted: | ||
Net loss | $ (371) | $ (312) |
Weighted-average common shares outstanding | 44,215 | 44,215 |
Basic and diluted loss per share | $ (0.01) | $ (0.01) |
Cash Dividend (Details Textual)
Cash Dividend (Details Textual) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 3 Months Ended | ||
Feb. 21, 2019 | Jan. 30, 2019 | Mar. 31, 2019 | Mar. 31, 2018 | |
Schedule Of Cash Dividend [Line Items] | ||||
Common Stock, Dividends, Per Share, Declared | $ 0.06 | |||
Payments of Ordinary Dividends, Common Stock | $ 2,653,000,000 | $ 2,653 | $ 0 |
Stock Options (Details)
Stock Options (Details) | 3 Months Ended |
Mar. 31, 2019shares | |
Stock Option [Line Items] | |
Options, Outstanding at January 1, 2019 | 41,787 |
Options, Granted | 0 |
Options, Exercised and vested | 0 |
Options, Expired and forfeited | 0 |
Options, Outstanding at March 31, 2019 | 41,787 |
Options, Options vested and expected to vest at March 31, 2019 | 41,787 |
Options, Options exercisable at March 31, 2019 | 41,787 |
Income Taxes (Details Textual)
Income Taxes (Details Textual) - USD ($) | 3 Months Ended | ||
Mar. 31, 2019 | Mar. 31, 2018 | Dec. 31, 2018 | |
Income Taxes [Line Items] | |||
Refund of Tax Credit Description | On December 22, 2017, the Tax Cuts and Jobs Act (the “Act”) was signed into law. Among its numerous changes to the Internal Revenue Code, the Act allowed companies with existing alternative minimum tax credit (“MTC”) carryforwards as of December 31, 2017 to receive refunds of the credits in tax years after 2017 and before 2022 in an amount equal to 50% (100% in 2021) of the excess MTC over the amount of the credit allowable for the year against regular tax liability. | ||
Income Taxes Receivable, Current | $ 970,000 | $ 970,000 | |
Income Taxes Receivable, Noncurrent | $ 970,000 | $ 970,000 | |
Tax Credit Carryforward, Limitations on Use | The Act also provides for an indefinite carryforward period for net operating losses generated after 2017 and limits annual utilization to 80% of taxable income. Net operating losses generated prior to 2018 continue to be carried forward for 20 years and have no 80% limitation on utilization. | ||
Income Tax Expense (Benefit) | $ 2,000 | $ 1,000 | |
Nj State [Member] | |||
Income Taxes [Line Items] | |||
Income Tax Expense (Benefit) | $ 2,000 | $ 1,000 |
Commitments and Contingent Li_2
Commitments and Contingent Liabilities (Details Textual) - USD ($) | Jul. 15, 2018 | Aug. 31, 2019 | Jun. 30, 2018 | Jul. 02, 2018 | Jun. 01, 2018 |
Operating Leases, Rent Expense | $ 708 | ||||
Security Deposit | $ 708 | ||||
Scenario, Forecast [Member] | |||||
Operating Leases, Rent Expense | $ 259 | ||||
Security Deposit | $ 259 | ||||
Regus Management Group Llc [Member] | |||||
Operating Leases, Rent Expense | $ 1,259 | ||||
Security Deposit | $ 1,259 |
Accounts Payable and Accrued Ex
Accounts Payable and Accrued Expenses (Details Textual) - USD ($) | Mar. 31, 2019 | Dec. 31, 2018 |
Accounts Payable, Accrued Expenses and Other [Line Items] | ||
Accrued Royalties | $ 51,000 | |
Accrued Royalties, Current | $ 439,000,000 | |
Merck [Member] | ||
Accounts Payable, Accrued Expenses and Other [Line Items] | ||
Due to Related Parties | $ 490,000 |