##### Table of Contents



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 WASHINGTON, D.C. 20549
 FORM 10-Q
  þ
    
    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
 For the quarterly period ended March 31, 2008
 or
 o
    
    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.
  Delaware
    
    22-2372868(State of incorporation)
    
    (I.R.S. Employer Identification No.)685 Route 202/206, Bridgewater, New Jersey
    
    08807(Address of principal executive offices)
    
    (Zip Code)
 
 
 
 þ o
  Large accelerated filer o
    
    Accelerated filer þ
    
    Non-accelerated filer o
    
    Smaller reporting company o(Do not check if a smaller reporting company)
  o þ




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TABLE OF CONTENTS  PART I FINANCIAL INFORMATIONItem 1. Financial StatementsItem 2. Managements Discussion and Analysis of Financial Condition and Results of OperationsItem 3. Quantitative and Qualitative Disclosures About Market RiskItem 4. Controls and ProceduresPart II OTHER INFORMATIONItem 6. ExhibitsSIGNATURESEX-31.1: CERTIFICATIONEX-31.2: CERTIFICATIONEX-32.1: CERTIFICATIONEX-32.2: CERTIFICATION    Table of Contents  
 PART I FINANCIAL INFORMATION
 
 Item 1. Financial Statements
 ENZON PHARMACEUTICALS, INC. AND SUBSIDIARIES
 CONDENSED CONSOLIDATED BALANCE SHEETS
 (In thousands, except share and per share amounts)
(Unaudited)
 March 31, 2008
    
    
    December 31, 2007*ASSETSCurrent assets:Cash and cash equivalents
    
    $
    62,694
    
    
    $
    40,053Short-term investments
    
    
    66,360
    
    
    
    123,907Restricted investments and cash
    
    
    14,452
    
    
    
    73,592Accounts receivable, net of allowance for
doubtful accounts of $273 at March 31, 2008
and $280 at December 31, 2007
    
    
    16,199
    
    
    
    14,927Inventories
    
    
    19,284
    
    
    
    22,297Other current assets
    
    
    7,966
    
    
    
    6,401Total current assets
    
    
    186,955
    
    
    
    281,177Property and equipment, net of accumulated
depreciation of $39,131 at March 31, 2008 and
$37,031 at December 31, 2007
    
    
    45,269
    
    
    
    45,312Marketable securities
    
    
    55,308
    
    
    
    20,653Amortizable intangible assets, net
    
    
    65,559
    
    
    
    68,141Other assets
    
    
    4,798
    
    
    
    5,074Total assets
    
    $
    357,889
    
    
    $
    420,357LIABILITIES AND STOCKHOLDERS EQUITYCurrent liabilities:Accounts payable
    
    $
    5,545
    
    
    $
    9,441Notes payable
    
    
    12,521
    
    
    
    72,391Accrued expenses
    
    
    21,073
    
    
    
    23,650Total current liabilities
    
    
    39,139
    
    
    
    105,482Notes payable
    
    
    275,000
    
    
    
    275,000Other liabilities
    
    
    3,637
    
    
    
    3,302Total liabilities
    
    
    317,776
    
    
    
    383,784Commitments and contingenciesStockholders equity:Preferred stock  $.01 par value, authorized
3,000,000 shares; no shares issued and
outstanding at March 31, 2008 and December
31, 2007
    
    
    
    
    
    
    Common stock  $.01 par value, authorized
170,000,000 shares; issued and outstanding
44,658,901 shares at March 31, 2008
and 44,199,831 shares at December 31, 2007
    
    
    447
    
    
    
    442Additional paid-in capital
    
    
    337,418
    
    
    
    335,318Accumulated other comprehensive income
    
    
    245
    
    
    
    326Accumulated deficit
    
    
    (297,997
    )
    
    
    (299,513
    )Total stockholders equity
    
    
    40,113
    
    
    
    36,573Total liabilities and stockholders equity
    
    $
    357,889
    
    
    $
    420,357
 
 *
    
    Condensed from audited financial statements.  2




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ENZON PHARMACEUTICALS, INC. AND SUBSIDIARIES
 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
 (In thousands, except per share data)
(Unaudited)
 Three months endedMarch 31,2008
    
    
    2007Revenues:Product sales, net
    
    $
    27,429
    
    
    $
    22,649Royalties
    
    
    14,700
    
    
    
    16,344Contract manufacturing
    
    
    6,644
    
    
    
    2,495Total revenues
    
    
    48,773
    
    
    
    41,488Costs and expenses:Cost of product sales and contract manufacturing
    
    
    16,139
    
    
    
    11,464Research and development
    
    
    13,184
    
    
    
    13,240Selling, general and administrative
    
    
    15,393
    
    
    
    17,123Amortization of acquired intangible assets
    
    
    167
    
    
    
    185Restructuring charge
    
    
    1,254
    
    
    
    569Total costs and expenses
    
    
    46,137
    
    
    
    42,581Operating income (loss)
    
    
    2,636
    
    
    
    (1,093
    )Other income (expense):Investment income, net
    
    
    2,179
    
    
    
    2,577Interest expense
    
    
    (3,385
    )
    
    
    (4,553
    )Other, net
    
    
    296
    
    
    
    90(910
    )
    
    
    (1,886
    )Income (loss) before income tax provision (benefit)
    
    
    1,726
    
    
    
    (2,979
    )Income tax provision (benefit)
    
    
    210
    
    
    
    (193
    )Net income (loss)
    
    $
    1,516
    
    
    $
    (2,786
    )Earnings (loss) per common share  basic
    
    $
    0.03
    
    
    $
    (0.06
    )Earnings (loss) per common share  diluted
    
    $
    0.03
    
    
    $
    (0.06
    )Weighted average shares  basic
    
    
    44,166
    
    
    
    43,862Weighted average shares  diluted
    
    
    44,737
    
    
    
    43,862
  3




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ENZON PHARMACEUTICALS, INC. AND SUBSIDIARIES
 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
 (In thousands)
(Unaudited)
 Three months endedMarch 31,2008
    
    
    2007Cash flows from operating activities:Net income (loss)
    
    $
    1,516
    
    
    $
    (2,786
    )Adjustments to reconcile net income (loss) to net cash
provided by (used in) operating activities:Depreciation and amortization
    
    
    4,456
    
    
    
    3,997Share-based compensation
    
    
    2,154
    
    
    
    3,017Write-off of assets
    
    
    226
    
    
    
    Amortization of debt issuance costs
    
    
    425
    
    
    
    438Gain on redemption of notes payable
    
    
    (371
    )
    
    
    (64
    )Amortization of debt securities premium/discount
    
    
    (1,189
    )
    
    
    82Changes in operating assets and liabilities
    
    
    (6,496
    )
    
    
    (19,705
    )Net cash provided by (used in) operating activities
    
    
    721
    
    
    
    (15,021
    )Cash flows from investing activities:Purchase of property and equipment
    
    
    (2,057
    )
    
    
    (6,352
    )Purchase of product rights
    
    
    
    
    
    
    (17,500
    )Proceeds from sale of marketable securities
    
    
    50,297
    
    
    
    67,355Purchase of marketable securities
    
    
    (58,557
    )
    
    
    (90,695
    )Maturities of marketable securities
    
    
    91,400
    
    
    
    59,792Net cash provided by investing activities
    
    
    81,083
    
    
    
    12,600Cash flows from financing activities:Redemption of notes payable
    
    
    (59,499
    )
    
    
    (3,936
    )Proceeds from employee stock purchase plan
    
    
    336
    
    
    
    Proceeds from exercise of common stock options
    
    
    
    
    
    
    286Net cash used in financing activities
    
    
    (59,163
    )
    
    
    (3,650
    )Net increase (decrease) in cash and cash equivalents
    
    
    22,641
    
    
    
    (6,071
    )Cash and cash equivalents at beginning of period
    
    
    40,053
    
    
    
    28,431Cash and cash equivalents at end of period
    
    $
    62,694
    
    
    $
    22,360
  4




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ENZON PHARMACEUTICALS, INC. AND SUBSIDIARIES
 Notes to Condensed Consolidated Financial Statements
(Unaudited)
 (1) Organization and Basis of Presentation
  (2) New Accounting Standards
    (3) Investments and Marketable Securities
   5




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ENZON PHARMACEUTICALS, INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
(Unaudited)
    QuotedPrices
    
    
    Significantin Active
    
    
    OtherMarkets for
    
    
    ObservableIdentical Assets
    
    
    Inputs(Level 1)
    
    
    (Level 2)
    
    
    TotalU.S. corporate debt
    
    $
    111,719
    
    
    $
    
    
    
    $
    111,719Auction rate securities
    
    
    6,450
    
    
    
    1,230
    
    
    
    7,680Other
    
    
    2,269
    
    
    
    
    
    
    
    2,269$
    120,438
    
    
    $
    1,230
    
    
    $
    121,668
   Gross
    
    
    GrossAmortized
    
    
    Unrealized
    
    
    Unrealized
    
    
    FairCost
    
    
    Holding Gains
    
    
    Holding Losses
    
    
    Value*U.S. corporate debt
    
    $
    111,670
    
    
    $
    339
    
    
    $
    (290
    )
    
    $
    111,719Auction rate securities
    
    
    7,950
    
    
    
    
    
    
    
    (270
    )
    
    
    7,680Other
    
    
    2,018
    
    
    
    284
    
    
    
    (33
    )
    
    
    2,269$
    121,638
    
    
    $
    623
    
    
    $
    (593
    )
    
    $
    121,668
 
 *
    
    Includes short-term investments of $66,360 and marketable securities of $55,308 at
March 31, 2008. 6




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ENZON PHARMACEUTICALS, INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
(Unaudited)
  Gross
    
    
    GrossAmortized
    
    
    Unrealized
    
    
    Unrealized
    
    
    FairCost
    
    
    Holding Gains
    
    
    Holding Losses
    
    
    Value*U.S. Government and GSE debt
    
    $
    9,796
    
    
    $
    2
    
    
    $
    (19
    )
    
    $
    9,779U.S. corporate debt
    
    
    136,037
    
    
    
    83
    
    
    
    (97
    )
    
    
    136,023Auction rate securities
    
    
    51,375
    
    
    
    
    
    
    
    (240
    )
    
    
    51,135Other
    
    
    2,308
    
    
    
    333
    
    
    
    
    
    
    
    2,641$
    199,516
    
    
    $
    418
    
    
    $
    (356
    )
    
    $
    199,578
 
 *
    
    Includes short-term investments of $123,907, restricted investments of $55,018 and
marketable securities of $20,653 at December 31, 2007.    Twelve-MonthPeriods Ending
    
    Amortized
    
    
    FairMarch
31,
    
    Cost
    
    
    Value2009
    
    $
    66,171
    
    
    $
    66,0762010
    
    
    45,118
    
    
    
    45,0422011
    
    
    8,331
    
    
    
    8,281$
    119,620
    
    
    $
    119,399
  7




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ENZON PHARMACEUTICALS, INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
(Unaudited)
  Less Than 12 Months
    
    
    12 Months or GreaterFair
    
    
    Unrealized
    
    
    Fair
    
    
    UnrealizedValue
    
    
    Loss
    
    
    Value
    
    
    LossU.S. corporate debt (1)
    
    $
    38,856
    
    
    $
    (289
    )
    
    $
    3,998
    
    
    $
    (1
    )Auction rate securities (2)
    
    
    1,230
    
    
    
    (270
    )
    
    
    
    
    
    
    Other (3)
    
    
    1,985
    
    
    
    (33
    )
    
    
    
    
    
    
    Total
    
    $
    42,071
    
    
    $
    (592
    )
    
    $
    3,998
    
    
    $
    (1
    )
 
 (1)
 (2)
 (3)
 (4) Comprehensive Income (Loss)
  Three months ended March 31,2008
    
    
    2007Net income (loss)
    
    $
    1,516
    
    
    $
    (2,786
    )Other comprehensive income 
unrealized (loss)
gain on available-for-sale
securities
that arose during the period, net of tax (1)
    
    
    (81
    )
    
    
    441Comprehensive income (loss)
    
    $
    1,435
    
    
    $
    (2,345
    )
 
 (1)
    
    Information has not been tax-effected due to an estimated annual effective
tax rate of zero. 8




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ENZON PHARMACEUTICALS, INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
(Unaudited)
 (5) Earnings Per Common Share
    (6) Share-Based Compensation
  NonvestedOptions
    
    
    SharesOutstanding at January 1, 2008
    
    
    8,385
    
    
    
    1,774Granted
    
    
    127
    
    
    
    402Exercised and vested
    
    
    
    
    
    
    (119
    )Expired and forfeited
    
    
    (27
    )
    
    
    (8
    )Outstanding at March 31, 2008
    
    
    8,485
    
    
    
    2,049Options vested and expected to vest at March 31, 2008
    
    
    7,737Options exercisable at March 31, 2008
    
    
    5,655
 9




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ENZON PHARMACEUTICALS, INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
(Unaudited)
  (7) Inventories
  March 31, 2008
    
    
    December 31, 2007Raw materials
    
    $
    7,252
    
    
    $
    9,809Work in process
    
    
    5,377
    
    
    
    5,419Finished goods
    
    
    6,655
    
    
    
    7,069$
    19,284
    
    
    $
    22,297
 (8) Intangible Assets
  WeightedAverageRemainingMarch 31, 2008
    
    
    December 31, 2007
    
    
    Useful LivesProduct acquisition costs
    
    $
    78,694
    
    
    $
    78,694
    
    
    6.4 yearsProduct patented technology
    
    
    6,000
    
    
    
    6,000
    
    
    6.8 yearsManufacturing patent
    
    
    9,000
    
    
    
    9,000
    
    
    6.8 yearsPatent
    
    
    1,875
    
    
    
    1,875
    
    
    
    *95,569
    
    
    
    95,569
    
    
    6.4 yearsLess: Accumulated
amortization
    
    
    30,010
    
    
    
    27,428$
    65,559
    
    
    $
    68,141
 
 *
  (9) Notes Payable
  March 31, 2008
    
    
    December 31, 2007Current4.5% Convertible Subordinated Notes due July 1, 2008
    
    $
    12,521
    
    
    $
    72,391Long-Term4% Convertible Senior Notes due June 1, 2013
    
    $
    275,000
    
    
    $
    275,000
 10




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ENZON PHARMACEUTICALS, INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
(Unaudited)
        11




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ENZON PHARMACEUTICALS, INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
(Unaudited)
 (10) Restructuring
     Three MonthsEnded
    
    
    Year EndedMarch 31, 2008
    
    
    December 31, 2007
    
    
    TotalEmployee termination costs  manufacturing
    
    $
    1,028
    
    
    $
    2,232
    
    
    $
    3,260 sales forces
    
    
    
    
    
    
    385
    
    
    
    385Write-down of manufacturing assets
    
    
    226
    
    
    
    5,124
    
    
    
    5,350$
    1,254
    
    
    $
    7,741
    
    
    $
    8,995
    12




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ENZON PHARMACEUTICALS, INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
(Unaudited)
 (11) Supplemental Cash Flow Information
  (12) Income Taxes
  (13) Segment Information
  Products
 Royalties
 Contract Manufacturing ®
  13




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ENZON PHARMACEUTICALS, INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
(Unaudited)
  ContractSegment
    
    
    
    
    
    Products
    
    Royalties
    
    Manufacturing
    
    Corporate(1)
    
    ConsolidatedRevenues
    
    
    2008
    
    
    $
    27,429
    
    
    $
    14,700
    
    
    $
    6,644
    
    
    $
    
    
    
    $
    48,7732007
    
    
    $
    22,649
    
    
    $
    16,344
    
    
    $
    2,495
    
    
    $
    
    
    
    $
    41,488Profit
(loss)
    
    
    2008
    
    
    $
    3,085
    
    
    $
    14,700
    
    
    $
    2,110
    
    
    $
    (18,169
    )
    
    $
    1,7262007
    
    
    $
    2,366
    
    
    $
    16,344
    
    
    $
    41
    
    
    $
    (21,730
    )
    
    $
    (2,979
    )
 
 (1)
  Three Months Ended March 31,2008
    
    
    2007Segment profit
    
    $
    19,895
    
    
    $
    18,751Unallocated operating expense
    
    
    (17,259
    )
    
    
    (19,844
    )Operating income (loss)
    
    
    2,636
    
    
    
    (1,093
    )Other corporate income (expense)
    
    
    (910
    )
    
    
    (1,886
    )Income (loss) before income tax
provision (benefit)
    
    $
    1,726
    
    
    $
    (2,979
    )
 (14)
Subsequent Event
  14




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Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations.
 Overview
  Results of Operations
 Three Months Ended March 31, 2008 and 2007
 Overview
     Three Months EndedMarch
    
    
    %
    
    
    March2008
    
    
    Change
    
    
    2007Products Segment profit
    
    $
    3.0
    
    
    
    30
    
    
    $
    2.4Royalty Segment profit
    
    
    14.7
    
    
    
    (10
    )
    
    
    16.3Contract Manufacturing Segment profit
    
    
    2.1
    
    
    
    n.m.
    
    
    
    Corporate and other expenses*
    
    
    (18.1
    )
    
    
    (16
    )
    
    
    (21.7
    )Income (loss) before income tax provision (benefit)
    
    $
    1.7
    
    
    
    n.m.
    
    
    $
    (3.0
    )
 
 *
    
    We do not allocate certain corporate income and expenses not directly identifiable with the
respective segments, including general and administrative expenses, treasury activities and
exploratory and preclinical research and clinical development expenses. Research and
development expense is considered a corporate expense unless it relates to an existing
marketed product or a product candidate enters Phase III clinical trials at which time related
costs would be chargeable to one of our operating segments.n.m.  not meaningful 15




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Products Segment
  Three Months EndedMarch
    
    
    %
    
    
    March2008
    
    
    Change
    
    
    2007Revenues
    
    $
    27.4
    
    
    
    21
    
    
    $
    22.7Cost of sales
    
    
    11.6
    
    
    
    29
    
    
    
    9.0Research and development
    
    
    3.8
    
    
    
    53
    
    
    
    2.4Selling and marketing
    
    
    7.5
    
    
    
    (6
    )
    
    
    8.1Amortization
    
    
    0.2
    
    
    
    
    
    
    
    0.2Restructuring charge
    
    
    1.3
    
    
    
    120
    
    
    
    0.6Segment profit
    
    $
    3.0
    
    
    
    30
    
    
    $
    2.4
 Revenues
  Three Months EndedMarch
    
    
    %
    
    
    MarchProduct
    
    2008
    
    
    Change
    
    
    2007Oncaspar
    
    $
    12.3
    
    
    
    65
    
    
    $
    7.5DepoCyt
    
    
    2.0
    
    
    
    (17
    )
    
    
    2.4Abelcet
    
    
    7.0
    
    
    
    (9
    )
    
    
    7.7Adagen
    
    
    6.1
    
    
    
    20
    
    
    
    5.1Totals
    
    $
    27.4
    
    
    
    21
    
    
    $
    22.7
  Cost of sales
   16




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Research and development
  Selling and marketing expenses
  Amortization of acquired intangible assets
  Restructuring
      17




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Royalties Segment
  Three Months EndedMarch
    
    
    %
    
    
    March2008
    
    
    Change
    
    
    2007Royalty revenue
    
    $
    14.7
    
    
    
    (10
    )
    
    $
    16.3
   Costs and expenses
  Contract Manufacturing Segment
  Three Months EndedMarch
    
    
    March2008
    
    
    2007Revenues
    
    $
    6.6
    
    
    $
    2.5Cost of sales
    
    
    4.5
    
    
    
    2.5Segment profit
    
    $
    2.1
    
    
    $
    
 Revenues
  Cost of sales
  18




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Non-U.S Revenue
  Corporate and Other Expense
  Three Months EndedMarch
    
    
    %
    
    
    March2008
    
    
    Change
    
    
    2007Research and development
    
    $
    9.4
    
    
    
    (13
    )
    
    $
    10.8General and administrative
    
    
    7.8
    
    
    
    (13
    )
    
    
    9.0Other (income) expense:Investment income, net
    
    
    (2.2
    )
    
    
    (15
    )
    
    
    (2.6
    )Interest expense
    
    
    3.4
    
    
    
    (26
    )
    
    
    4.6Other, net
    
    
    (0.3
    )
    
    
    229
    
    
    
    (0.1
    )0.9
    
    
    
    (52
    )
    
    
    1.9Corporate and other expenses
    
    $
    18.1
    
    
    
    (16
    )
    
    $
    21.7
 
  Research and development.
 General and administrative.
 Other (income) expense.
    Income taxes
  19




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##### Table of Contents



Liquidity and Capital Resources
         20




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##### Table of Contents



Off-Balance Sheet Arrangements
    Contractual Obligations
   Critical Accounting Policies and Estimates
    21




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##### Table of Contents



Revenues
     March 31, 2008
    
    
    December 31, 2007Accounts Receivable ReductionsChargebacks
    
    $
    2,205
    
    
    $
    2,578Cash discounts
    
    
    143
    
    
    
    159Other (including returns)
    
    
    2,080
    
    
    
    2,046Total
    
    
    4,428
    
    
    
    4,783Accrued liabilitiesMedicaid rebates
    
    
    1,285
    
    
    
    1,382Administrative fees
    
    
    146
    
    
    
    187Total
    
    
    1,431
    
    
    
    1,569Grand Total
    
    $
    5,859
    
    
    $
    6,352
    22




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##### Table of Contents



Income Taxes
  Available-for-Sale Securities
  Long-Lived Assets Impairment Analysis
   Share-Based Payment
   23




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##### Table of Contents



Recently Issued Accounting Standards, Not Adopted as of March 31, 2008
   Forward-Looking Information and Factors That May Affect Future Results
  
    
    The risk that we will not achieve success in our research and development efforts,
including clinical trials conducted by us or our collaborative partners.
    
    The risk that we will experience operating losses for the next several years.
    
    The risk that there will be a decline in sales of one or more of our marketed products
or products sold by others from which we derive royalty revenues. Such sales declines
could result from increased competition, loss of patent protection, pricing, supply
shortages and/or regulatory constraints.
    
    The risk that, due to limited or single sources of supply for major products, we will be
unable to obtain critical compounds used in the manufacture of our products at economically
feasible prices or at all, or one of our key suppliers will experience manufacturing
problems or delays.
    
    Decisions by regulatory authorities regarding whether and when to approve our regulatory
applications as well as their decisions regarding labeling and other matters could affect
the commercial potential of our products or developmental products.
    
    The risk that our internal manufacturing will experience failures in production,
facility inspections or approvals that result in increased costs, delays in product
manufacturing, product recalls or a delay in our ability to complete the consolidation of
our manufacturing facilities.
    
    The risk that we will fail to obtain adequate financing to meet our future capital and
financing needs.
    
    The risk that key personnel will leave the Company.
  24




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##### Table of Contents



Item 3. Quantitative and Qualitative Disclosures About Market Risk
   2009
    
    
    2010
    
    
    2011
    
    
    Total
    
    
    Fair ValueFixed Rate
    
    $
    58,221
    
    
    $
    45,118
    
    
    $
    8,331
    
    
    $
    111,670
    
    
    $
    111,719Average Interest Rate
    
    
    4.68
    %
    
    
    5.46
    %
    
    
    6.29
    %
    
    
    5.11
    %Variable Rate
    
    
    7,950
    
    
    
    
    
    
    
    
    
    
    
    7,950
    
    
    
    7,680Average Interest Rate
    
    
    3.96
    %
    
    
    
    
    
    
    
    
    
    
    3.96
    %$
    66,171
    
    
    $
    45,118
    
    
    $
    8,331
    
    
    $
    119,620
    
    
    $
    119,399
  25




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##### Table of Contents



Item 4. Controls and Procedures
 Evaluation of Disclosure Controls and Procedures.
  Changes in Internal Controls
  26




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##### Table of Contents



Part II OTHER INFORMATION
 
 Item 6. Exhibits
  Exhibit
    
    
    
    ReferenceNumber
    
    Description
    
    No.3(i)
    
    
    Amended and Restated Certificate of Incorporation
    
    
    (1
    )3(ii)
    
    Amended and Restated By-laws
    
    
    (2
    )3(iii)
    
    Amendment dated July 31, 2007 to Amended and Restated Bylaws
    
    
    (3
    )3(iv)
    
    Amendment dated November 21, 2007 to Amended and Restated
Bylaws
    
    
    (4
    )4.1
    
    
    Rights Agreement dated May 17, 2002 between the Company and
Continental Stock Transfer Trust Company, as rights agent
    
    
    (5
    )4.2
    
    
    First Amendment to the Rights Agreement, dated as of
February 19, 2003 between the Company and Continental Stock
Transfer & Trust Company, as rights agent
    
    
    (6
    )4.3
    
    
    Second Amendment to the Rights Agreement, dated as of
January 7, 2008 between the Company and Continental Stock
Transfer and Trust Company, as rights agent.
    
    
    (7
    )31.1
    
    
    Certification of Principal Executive Officer pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002
    
    
    *31.2
    
    
    Certification of Principal Accounting Officer pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002
    
    
    *32.1
    
    
    Certification of Principal Executive Officer pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002
    
    
    *32.2
    
    
    Certification of Principal Accounting Officer pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002
    
    
    *
 
 *
    
    Filed herewith.Referenced exhibit was previously filed with the Commission as an exhibit to the
Companys filing indicated below and is incorporated herein by reference to that filing: (1)
    
    Current Report on Form 8-K filed May 19, 2006.(2)
    
    Quarterly Report on Form 10-Q for the quarter ended June 30, 2006 filed August 3, 2006.(3)
    
    Quarterly Report on Form 10-Q for the quarter ended June 30, 2007 filed August 2, 2007.(4)
    
    Current Report on Form 8-K filed on November 26, 2007.(5)
    
    Form 8-A12G (File No. 000-12957) filed with the Commission on May 22, 2002.(6)
    
    Form 8-A12G/A (File No. 000-12957) filed with the Commission on February 20, 2003.(7)
    
    Current Report on Form 8-K filed January 8, 2008.
 27




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##### Table of Contents



SIGNATURES
  ENZON PHARMACEUTICALS, INC.
                    (Registrant)/s/ Jeffrey H. BuchalterJeffrey H. BuchalterChairman, President and
Chief Executive Officer
(Principal Executive Officer)Date:  May 9, 2008

/s/ Craig A. ToomanCraig A. ToomanExecutive Vice President, Finance
and
 Chief Financial Officer

(Principal Financial Officer) 28