Significant Accounting Policies (Policies) |
6 Months Ended | |||||||||||||||
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Jun. 30, 2018 | ||||||||||||||||
| Accounting Policies [Abstract] | ||||||||||||||||
| Basis of Accounting, Policy [Policy Text Block] |
Our consolidated financial statements include the accounts of Navidea and our wholly-owned subsidiaries, Navidea Biopharmaceuticals Limited and Cardiosonix Ltd, as well as those of our majority-owned subsidiary, Macrophage Therapeutics, Inc. (“MT”). All significant inter-company accounts were eliminated in consolidation. Cardiosonix was legally dissolved in September 2017.
On March 3, 2017, pursuant to an Asset Purchase Agreement dated November 23, 2016 ( the “Purchase Agreement”), the Company completed its previously announced sale to Cardinal Health 414, LLC (“Cardinal Health 414” ) of its assets used, held for use, or intended to be used in operating its business of developing, manufacturing and commercializing a product used for lymphatic mapping, lymph node biopsy, and the diagnosis of metastatic spread to lymph nodes for staging of cancer (the “Business”), including the Company’s radioactive diagnostic agent marketed under the Lymphoseek® trademark for current approved indications by the U.S. Food and Drug Administration (“FDA”) and similar indications approved by the FDA in the future (the “Product”), in Canada, Mexico and the United States (the “Territory”) (giving effect to a License-Back Agreement and excluding certain assets specifically retained by the Company) (the “Asset Sale”). Such assets sold in the Asset Sale consist primarily of, without limitation, (i) intellectual property used in or reasonably necessary for the conduct of the Business, (ii) inventory of, and customer, distribution, and product manufacturing agreements related to, the Business, (iii) all product registrations related to the Product, including the new drug application approved by the FDA for the Product and all regulatory submissions in the United States that have been made with respect to the Product and all Health Canada regulatory submissions and, in each case, all files and records related thereto, (iv) all related clinical trials and clinical trial authorizations and all files and records related thereto, and (v) all rights, title and interest in and to the Product, as specified in the Purchase Agreement (the “Acquired Assets”).Upon closing of the Asset Sale, the Supply and Distribution Agreement dated November 15, 2007, as amended, between Cardinal Health 414 and the Company was terminated and, as a result, the provisions thereof are of no further force or effect (other than any indemnification, payment, notification or data sharing obligations which survive the termination).Our consolidated balance sheets and statements of operations have been reclassified, as required, for all periods presented to reflect the Business as a discontinued operation. Cash flows associated with the operation of the Business have been combined with operating, investing and financing cash flows, as appropriate, in our consolidated statements of cash flows. See Note 3.
Certain prior period amounts also have been reclassified to conform with the current year’s presentation, including the adoption of Accounting Standards Update (“ASU”)
No. 2014 -09, Revenue from Contracts with Customers
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| Fair Value of Financial Instruments, Policy [Policy Text Block] |
Level – Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities;1
Level – Quoted prices in markets that are 2
not active or financial instruments for which all significant inputs are observable, either directly or indirectly; andLevel – Prices or valuations that require inputs that are both significant to the fair value measurement and unobservable.3
A financial instrument’s level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. In determining the appropriate levels, we perform a detailed analysis of the assets and liabilities whose fair value is measured on a recurring basis. At each reporting period, all assets and liabilities for which the fair value measurement is based on significant unobservable inputs or instruments which trade infrequently and therefore have little or no price transparency are classified as Level 3. See Note 5.
The following methods and assumptions were used to estimate the fair value of each class of financial instruments:
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| Revenue Recognition, Policy [Policy Text Block] |
We also earn revenues related to our licensing and distribution agreements. The consideration we are eligible to receive under our licensing and distribution agreements typically includes upfront payments, reimbursement for research and development costs, milestone payments, and royalties. Each licensing and distribution agreement is unique and requires separate assessment in accordance with current accounting standards. See Note
4.
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| New Accounting Pronouncements, Policy [Policy Text Block] |
In March 2016, the FASB issued ASU No. 2016 -08, Revenue from Contracts with Customers – Principal versus Agent Considerations (Reporting Revenue Gross versus Net) . ASU 2016 -08 does not change the core principle of the guidance, rather it clarifies the implementation guidance on principal versus agent considerations. ASU 2016 -08 clarifies the guidance in ASU No. 2014 -09, Revenue from Contracts with Customers (Topic , which is 606 )not yet effective. The effective date and transition requirements for ASU 2016 -08 are the same as for ASU 2014 -09, which was deferred by one year by ASU No. 2015 -14, Revenue from Contracts with Customers – Deferral of the Effective Date . Public business entities should adopt the new revenue recognition standard for annual reporting periods beginning after December 15, 2017, including interim periods within that year. Early adoption is permitted only as of annual reporting periods beginning after December 15, 2016, including interim periods within that year.In April 2016, the FASB issued ASU No. 2016 -10, Revenue from Contracts with Customers – Identifying Performance Obligations and Licensing . ASU 2016 -10 does not change the core principle of the guidance, rather it clarifies the identification of performance obligations and the licensing implementation guidance, while retaining the related principles for those areas. ASU 2016 -10 clarifies the guidance in ASU No. 2014 -09, Revenue from Contracts with Customers (Topic , which is 606 )not yet effective. The effective date and transition requirements for ASU 2016 -10 are the same as for ASU 2014 -09, which was deferred by one year by ASU No. 2015 -14, Revenue from Contracts with Customers – Deferral of the Effective Date . Public business entities should adopt the new revenue recognition standard for annual reporting periods beginning after December 15, 2017, including interim periods within that year. Early adoption is permitted only as of annual reporting periods beginning after December 15, 2016, including interim periods within that year.In May 2016, the FASB issued ASU No. 2016 -12, Revenue from Contracts with Customers – Narrow-Scope Improvements and Practical Expedients . ASU 2016 -12 does not change the core principle of the guidance, rather it affects only certain narrow aspects of Topic 606, including assessing collectability, presentation of sales taxes, noncash consideration, and completed contracts and contract modifications at transition. ASU 2016 -12 affects the guidance in ASU No. 2014 -09, Revenue from Contracts with Customers (Topic , which is 606 )not yet effective. The effective date and transition requirements for ASU 2016 -12 are the same as for ASU 2014 -09, which was deferred by one year by ASU No. 2015 -14, Revenue from Contracts with Customers – Deferral of the Effective Date . Public business entities should adopt the new revenue recognition standard for annual reporting periods beginning after December 15, 2017, including interim periods within that year. Early adoption is permitted only as of annual reporting periods beginning after December 15, 2016, including interim periods within that year.In December 2016, the FASB issued ASU No. 2016 -20, Technical Corrections and Improvements to Topic . ASU 606, Revenue from Contracts with Customers2016 -20 does not change the core principle of the guidance, rather it affects only certain narrow aspects of Topic 606, including loan guarantee fees, contract cost impairment testing, provisions for losses on construction- and production-type contracts, clarification of the scope of Topic 606, disclosure of remaining and prior-period performance obligations, contract modification, contract asset presentation, refund liability, advertising costs, fixed-odds wagering contracts in the casino industry, and cost capitalization for advisors to private and public funds. ASU 2016 -20 affects the guidance in ASU No. 2014 -09, Revenue from Contracts with Customers (Topic , which is 606 )not yet effective. The effective date and transition requirements for ASU 2016 -12 are the same as for ASU 2014 -09, which was deferred by one year by ASU No. 2015 -14, Revenue from Contracts with Customers – Deferral of the Effective Date . Public business entities should adopt the new revenue recognition standard for annual reporting periods beginning after December 15, 2017, including interim periods within that year. Early adoption is permitted only as of annual reporting periods beginning after December 15, 2016, including interim periods within that year.We adopted ASU 2014 -09, along with additional related ASUs 2016 -08, 2016 -10, 2016 -12 and 2016 -20, effective January 1, 2018 using the modified retrospective method of adoption. The adoption of ASU 2014 -09 and related ASUs resulted in increases in deferred revenue and accumulated deficit of $700,000. See Note 4.
In November 2016, the FASB issued ASU No. 2016 -18, Statement of Cash Flows – Restricted Cash . ASU 2016 -18 requires that the statement of cash flows explain the change during the period in the total of cash, cash equivalents, and restricted cash or equivalents. Therefore, restricted cash and restricted cash equivalents should be included with cash and cash equivalents when reconciling the beginning-of-period and end-of-period total amounts shown on the statement of cash flows. ASU 2016 -18 is effective for public business entities for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. Early adoption in permitted, including adoption in an interim period. If an entity early adopts ASU 2016 -18 in an interim period, any adjustments should be reflected as of the beginning of the fiscal year that includes the interim period. We adopted ASU 2016 -18 effective January 1, 2018. The adoption of ASU 2016 -18 resulted in reclassification of $5.0 million of restricted cash in the consolidated statement of cash flows for the three -month period ended March 31, 2017.
In March 2018, the FASB issued ASU No. 2018 -05, Income Taxes
(Topic
740 ) – Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin . ASU No. 118
2018 -05 amends Accounting Standards Codification (“ASC”) Topic 740 to provide guidance on accounting for the tax effects of the Tax Cuts and Jobs Act (the “Tax Act”) pursuant to Staff Accounting Bulletin No. 118. ASU 2018 -05 addresses situations where the accounting under ASC Topic 740 is incomplete for certain income tax effects of the Tax Act upon issuance of the entity’s financial statements for the reporting period in which the Tax Act was enacted. The adoption of ASU 2018 -05 in March 2018 did not have a material effect on our consolidated financial statements.
In June 2018, the FASB issued ASU No. 2018 -07, Compensation—Stock Compensation (Topic . ASU 718 ) – Improvements to Nonemployee Share-Based Payment Accounting2018 -07 expands the scope of Topic 718 to include share-based payment transactions for acquiring goods and services from nonemployees. An entity should apply the requirements of Topic 718 to nonemployee awards except for specific guidance on inputs to an option pricing model and the attribution of cost. ASU 2018 -07 specifies that Topic 718 applies to all share-based payment transactions in which a grantor acquires goods or services to be used or consumed in a grantor’s own operations by issuing share-based payment awards, and that Topic 718 does not apply to share-based payments used to effectively provide (1 ) financing to the issuer or (2 ) awards granted in conjunction with selling goods or services to customers as part of a contract accounted for under Topic 606, Revenue from Contracts with Customers . ASU 2018 -07 is effective for public business entities for fiscal years beginning after December 15, 2018, including interim periods within that fiscal year. The adoption of ASU 2018 -07 is not expected to have a significant impact on our consolidated financial statements.In
July 2018, the FASB issued ASU No. 2018 -09, Codification Improvements . ASU 2018 -09 updates a variety of topics in order to clarify, correct errors, or make minor improvements to the Codification, making it easier to understand and easier to apply by eliminating inconsistencies and providing clarifications. Certain amendments in ASU 2015 -09 are effective upon issuance, others are effective for annual periods beginning after December 15, 2018 for public business entities, and some have been made to recently issued guidance and will be subject to the effective dates within the relevant guidance. The adoption of ASU 2018 -09 is not expected to have a significant impact on our consolidated financial statements. |