Note 11 - Investment in R-NAV, LLC
|12 Months Ended|
Dec. 31, 2017
|Notes to Financial Statements|
|Equity Method Investments and Joint Ventures Disclosure [Text Block]||
July 2014,Navidea formed a joint enterprise with Essex Woodlands-backed Rheumco, LLC
(“Rheumco”), to develop and commercialize radiolabeled diagnostic and therapeutic products for rheumatologic and arthritic diseases. The joint enterprise, called R-NAV, LLC, combined Navidea’s proprietary Manocept
CD206macrophage targeting platform and Rheumco’s proprietary Tin-
117mradioisotope technology to focus on leveraging the platforms across several indications with high unmet medical need, including the detection and treatment of RA and veterinary osteoarthritis.
Both Rheumco and Navidea contributed licenses for intellectual property and technology to R-NAV in exchange for common units in R-NAV. The contributions of these licenses were recorded using the carryover basis. R-NAV was initially capitalized through a
$4.0million investment from
third-party private investors, and the technology contributions from Rheumco and Navidea. Navidea committed an additional
$1.0million investment to be paid over
$333,334in cash contributed at inception and a promissory note in the principal amount of
twoequal installments on the
secondanniversaries of the transaction.
A principal payment of
$333,333was made on the note payable to R-NAV in
July 2015.See Note
13.In exchange for its capital and in-kind investment, the Company received
3,500,000Common Units and
1,000,000Series A preferred units of R-NAV (“Series A Units”). The Company was to receive an additional
500,000Series A Units for management and technical services associated with the programs described above performed by the Company for R-NAV pursuant to a services agreement.
Navidea initially owned approximately
33.7%of the combined entity. At
December 31, 2015,Navidea own
27.3%of R-NAV. Joint oversight over certain aspects of R-NAV was shared between Navidea and the other investors; Navidea did
notcontrol the operations of R-NAV. Navidea had
three-year call options to acquire, at its sole discretion, all of the equity of R-NAV’s TcRA Imaging, Inc. subsidiary (“TcRA”) for
$10.5million prior to the launch of a Phase
3clinical trial for its development program, and all of the equity of R-NAV’s SnRA Theragnostics, Inc. subsidiary at fair value upon completion of radiochemistry and biodistribution studies for its development program.
May 31, 2016,Navidea terminated its joint venture with R-NAV. Under the terms of the agreement, Navidea (
1) transferred all of its shares of R-NAV, consisting of
1,500,000Series A Preferred Units and
3,500,000Common Units, to R-NAV; and (
$110,000in cash to R-NAV. In exchange, R-NAV (
1) transferred all of its shares of TcRA to Navidea, thereby returning the technology licensed to TcRA to Navidea; and (
2) forgave the
$333,333remaining on the promissory note.
13.Neither Navidea nor R-NAV has any further obligations of any kind to either party. As a result of this transaction, the Company recognized a loss on disposal of the investment in R-NAV of
’s investment in R-NAV was accounted for using the equity method of accounting. In accordance with current accounting guidance, the Company's initial contributions of cash and note payable totaling, immediately prior to termination of the joint venture.
$1.0million were allocated between the investment in R-NAV and the call option on TcRA based on the relative fair values of the assets. As a result, we recorded an initial equity investment in R-NAV of
$727,000and a call option asset of
$273,000as non-current assets at the time of the initial investment. Navidea's equity in the loss of R-NAV was
$305,253for the years ended
December 31, 2016and
2015,respectively. Navidea’s equity in the loss of R-NAV exceeded our initial investment in R-NAV. As such, the carrying value of the Company’s investment in R-NAV was
May 31, 2016
’s obligation to provide
$500,000of in-kind services to R-NAV was being recognized as those services were provided. The Company provided
$64,000of in-kind services during the years ended
December 31, 2016and
2015,respectively. As of
May 31, 2016,the Company had
$383,000of in-kind services remaining to provide under this obligation. This obligation ceased on
May 31, 2016under the terms of the agreement.
Navidea provided additional services to R-NAV in support of its development activities. Such services were immaterial to Navidea
’s overall operations.
The entire disclosure for equity method investments and joint ventures. Equity method investments are investments that give the investor the ability to exercise significant influence over the operating and financial policies of an investee. Joint ventures are entities owned and operated by a small group of businesses as a separate and specific business or project for the mutual benefit of the members of the group.
Reference 1: http://www.xbrl.org/2003/role/presentationRef