UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 10-Q/A
(Amendment No. 1)
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2004
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 number 0-12957
ENZON PHARMACEUTICALS, INC.
(Exact name of registrant as specified in its charter)
Delaware 22-2372868
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
685 Route 202/206, Bridgewater, New Jersey 08807
(Address of principal executive offices) (Zip Code)
(908) 541-8600
(Registrant's telephone number, including area code)
Not Applicable
(Former name, former address and former fiscal year, if changed since last
report)
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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 an accelerated filer
(as defined in Rule 12b-2 of the Exchange Act). Yes X No__
--
Indicate the number of shares outstanding of each of the issuer's
classes of common stock, as of the latest practicable date 43,793,494.
This amended quarterly report on Form 10-Q/A (this "Amendment") is being filed
to amend and restate Item 4 of Part I of our Form 10-Q filed on November 15,
2004 (the "Original Filing"). This Amendment does not otherwise amend or alter
in any way the Original Filing, as filed on November 15, 2004. This Amendment
speaks as of the date of the Original Filing, and the we have not updated the
disclosure in this Amendment to speak as of any later date.
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ITEM 4. CONTROLS AND PROCEDURES
EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES.
Subsequent to September 30, 2004, the end of the period covered by this
report, and in connection with preparation and review of our consolidated
financial statements for the quarter ended September 30, 2004, management
determined that an error had occurred related to the accounting for a derivative
hedging instrument as of and for the quarter and year ended June 30, 2004 and an
error had occurred in assessing the realizeability of deferred tax assets
related to the unrealized loss on available-for-sale securities included in
accumulated other comprehensive loss as of June 30, 2004.
Executive management and the Finance and Audit Committee determined
that there was a material weakness relating to the timely review and monitoring
of certain account analyses, including the derivative hedging instrument and the
assessment of the realizeability of deferred tax assets included in accumulated
other comprehensive loss. In connection with restating our consolidated
financial statements as of June 30, 2004, as reflected in our amended annual
report on Form 10-K/A filed with the SEC on November 10, 2004, our acting
principal executive officer and principal financial officer supervised and
participated with other management in evaluating the effectiveness of our
disclosure controls and procedures for the quarter ended September 30, 2004.
Based on this evaluation, the acting principal executive officer and principal
financial officer concluded that as of the quarter ended September 30, 2004
there were deficiencies in our disclosure controls and procedures, which
resulted in the conclusion that the disclosure controls were ineffective.
Further background on this matter and the changes in internal controls
instituted as a result of the errors are described below.
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CHANGES IN INTERNAL CONTROLS
Prior to the filing of our quarterly report on Form 10-Q with the SEC
on November 15, 2004, we made changes in our internal controls over financial
reporting.
On October 29, 2004, we announced that we would restate our
consolidated financial statements for the year ended June 30, 2004, and the
quarterly information for the quarter ended June 30, 2004 included therein to
correct an error related to the accounting for a derivative hedging instrument
and an error in assessing the realizeability of deferred tax assets related to
the unrealized loss on available-for-sale securities included in accumulated
other comprehensive loss.
The error related to the hedging instrument resulted in a misallocation
between other income and accumulated other comprehensive loss as of and for the
quarter and year ended June 30, 2004. The error related to the assessment of the
realizeability of the deferred tax assets resulted in a decrease to deferred tax
assets and an increase to accumulated other comprehensive loss as of June 30,
2004. Executive management and the Finance and Audit Committee determined that
there was a material weakness relating to the timely review and monitoring of
certain account analyses, including the derivative hedging instrument and the
assessment of the realizeability of deferred tax assets established through
accumulated other comprehensive loss. No other matters were identified that
required significant adjustments to or modification of disclosure in our June
30, 2004 consolidated financial statements. We have instituted more
comprehensive review and monitoring procedures to mitigate the risk of errors in
these particular areas occurring in the future.
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PART II OTHER INFORMATION
ITEM 6. EXHIBITS
Exhibits required by Item 601 of Regulation S-K.
Page Number
or
Exhibit Incorporation
Number Description By Reference
------ ----------- -------------
3.1 Certificate of Incorporation, as amended ^^^
3.2 Amendment to Certificate of Incorporation \\
3.3 By laws, as amended ^^
4.1 Indenture dated as of June 26, 2001, between the Company and
Wilmington Trust Company, as trustee, including the form of 4 1/2%
Convertible Subordinated Notes due 2008 attached as Exhibit A thereto ++++
4.2 Rights Agreement dated May 17, 2002 between the Company and
Continental Stock Transfer Trust Company, as rights agent ^
4.3 First Amendment to Rights Agreement, dated as of February 19, 2003 *
31.1 Certification of Principal Accounting and Acting Principal Executive o
Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1 Certification of Principal Accounting and Acting Principal Executive o
Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
o Filed herewith.
^^^ Previously filed as an exhibit to the Company's Annual Report on Form
10-K for the year ended June 30, 2002 and incorporated herein by
reference thereto.
\\ Previously filed as an exhibit to the Company's Current Report on
Form 8-K filed on December 10, 2002 and incorporated herein by
reference thereto.
^^ Previously filed as an exhibit to the Company's Current Report on
Form 8-K filed with the Commission on May 22, 2002 and incorporated
herein by reference thereto.
++++ Previously filed as an exhibit to the Company's Registration
Statement on Form S-3 (File No. 333-67509) filed with the Commission
and incorporated herein by reference thereto.
^ Previously filed as an exhibit to the Company's Form 8-A (File No.
000-12957) filed with the Commission on May 22, 2002 and incorporated
herein by reference thereto.
* Previously filed as an exhibit to the Company's Form 8-A12 G/A (File
No. 000-12957) filed with the Commission on February 20, 2003 and
incorporated herein by reference thereto.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this amended report to be signed on its behalf by
the undersigned, thereunto duly authorized.
ENZON PHARMACEUTICALS, INC.
(Registrant)
Date: November 17, 2004 By: /s/Kenneth J. Zuerblis
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Executive Vice President Finance,
Chief Financial Officer and
(Principal Accounting Officer and
Acting Principal Executive Officer)
Corporate Secretary
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