Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2014 |
Summary of Significant Accounting Policies [Abstract] | |
Principles of Consolidation | Principles of Consolidation |
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The accompanying consolidated financial statements include the accounts of MYOS Corporation and its wholly-owned subsidiary, Atlas Acquisition Corp. All material intercompany balances and transactions between and among its consolidated subsidiary have been eliminated. |
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Estimates | Estimates |
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The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, equity and the disclosures of contingent assets and liabilities at the date of the financial statement and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future non-conforming events. Accordingly, the actual results could differ significantly from estimates. Significant items subject to such estimates include but are not limited to the valuation of stock-based awards, measurement of allowances for doubtful accounts and inventory reserves, the selection of asset useful lives, fair value estimations used to test long-lived assets, including intangibles, impairments and provisions necessary for assets and liabilities. |
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The Company currently cannot predict what future sales, if any, will come from the Company's distributors. In addition, the Company plans to launch its direct-to-consumer branded products at the end of the first quarter of 2015. Management's estimates, including evaluation of impairment of long-lived assets and inventory reserves are based in part on forecasted future results. A variety of factors could cause actual results to differ from forecasted results and these differences could have a significant effect on asset carrying amounts. |
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Cash & Cash Equivalents | Cash & Cash Equivalents |
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As of December 31, 2014 and 2013, the Company had cash of $1,567 and $451, respectively. The Company considers all highly liquid investments purchased with a maturity of three months or less and money market accounts to be cash equivalents. At December 31, 2014 and 2013, the Company had no cash equivalents. |
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The Company maintains its bank accounts with high credit quality financial institutions and has never experienced any losses related to these bank accounts. The Company minimizes its credit risk associated with cash by periodically evaluating the credit quality of its financial institutions. The balance at times may exceed federally insured limits. At December 31, 2014 and 2013, the Company's uninsured cash balances totaled $1,292 and $197, respectively. |
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Concentrations of Risk, Significant Customers and Significant Supplier | Concentrations of Risk, Significant Customers and Significant Supplier |
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The Company currently sells its products primarily through two distributors, MHP and Cenegenics. Credit risk is concentrated among these customers. The Company monitors economic conditions and performs ongoing credit evaluation of its customers. Management regularly reviews accounts receivable, and if necessary, establishes an allowance for doubtful accounts that reflects management’s best estimate of amounts that may not be collectible based on historical collection experience and specific customer information. Bad debt expense recognized as a result of an allowance for doubtful accounts is classified under selling, general and administrative expenses in the Consolidated Statements of Operations and Comprehensive Loss. If we are unable to collect the outstanding accounts receivable from our distributors, or if our distributors are unable or unwilling to purchase our products and we are unable to secure alternative customers, our operating results and financial condition will be adversely affected. |
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Bad debt expense was $390 and $0 for the years ended December 31, 2014 and 2013, respectively. Bad debt expense for the year ended December 31, 2014 related to recording an allowance for doubtful accounts against existing accounts receivable balance of Cenegenics based on management’s best estimate of amounts that may not be collectible. |
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At December 31, 2014 and 2013, the Company had the following concentrations of net accounts receivable with customers: |
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| | December 31, | | | December 31, | |
| | 2014 | | | 2013 | |
MHP | | $ | - | | | $ | 645 | |
Cenegenics | | | 1,372 | | | | - | |
Subtotal | | | 1,372 | | | | 645 | |
Allowance for doubtful accounts | | | (390 | ) | | | - | |
Accounts receivable, net | | $ | 982 | | | $ | 645 | |
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For the years ended December 31, 2014 and 2013, the Company had the following concentrations of revenues with customers: |
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| | Years Ended December 31, | |
| | 2014 | | | 2013 | |
MHP | | | 36 | % | | | 100 | % |
Cenegenics | | | 63 | % | | | 0 | % |
Other | | | 1 | % | | | 0 | % |
Total | | | 100 | % | | | 100 | % |
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The Company currently relies on one third-party manufacturer to produce Fortetropin (see Note 12 – Commitments and Contingencies - Supply Agreement). This manufacturer purchases all the needed raw materials from suppliers and coordinates any additional production steps with third-parties. We have multiple vendors for blending, packaging and labeling. The Company is pursuing other supply alternatives. |
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Inventories, net | Inventories, net |
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Inventories are valued at the lower of cost or market, with cost determined on a first in, first-out basis. The Company writes down inventories to net realizable value based on forecasted demand, market conditions or other factors. |
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Fixed Assets | Fixed Assets |
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Fixed assets are stated at cost and depreciated to their estimated residual value over their estimated useful lives of 3 to 7 years. Leasehold improvements are amortized over the lesser of the asset's useful life or the contractual remaining lease term including expected renewals. When assets are retired or otherwise disposed of, the assets and related accumulated depreciation are reversed from the accounts and the resulting gains or losses are included in the Consolidated Statements of Operations and Comprehensive Loss. |
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Depreciation is provided using the straight-line method for all fixed assets. |
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We review our fixed assets for impairment when events or changes in circumstances indicate that the carrying value of an asset may not be recoverable. We use an estimate of future undiscounted net cash flows of the related assets or groups of assets over their remaining lives in measuring whether the assets are recoverable. If the assets are determined to be unrecoverable, an impairment loss is calculated by determining the difference between the carrying values and the estimated fair value. Included in the year ended December 31, 2014, was an impairment charge of $5 to reduce the unrecoverable net carrying value of a capitalized fixed asset to zero. We did not consider any of our property and equipment to be impaired during the year ended December 31, 2013. |
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Intangible Assets | Intangible Assets |
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The Company’s intangible assets primarily relate to intellectual property pertaining to Fortetropin, including the MYO-T12 formula, trademarks, trade secrets, patent application and domain names acquired from Peak Wellness, Inc. in February 2011. The intellectual property asset was initially recorded as an indefinite-lived intangible asset and tested annually during the fourth quarter for impairment or more frequently if events or circumstances changed that could potentially reduce the fair value of the asset below its carrying value. In 2011, based on (i) assessment of current and expected future economic conditions, (ii) trends, strategies and projected revenues and (iii) assumptions similar to those that market participants would make in valuing the Company's intangible assets, management determined that the carrying values of the intellectual property asset exceeded its fair value. Accordingly, the Company recorded noncash impairment charges totaling $2,662 and reduced the intellectual property asset to its fair value of $2,000. Management performed annual impairment tests in 2012 and 2013 and determined no further impairment existed. During the second quarter of 2014, management made an assessment and based on expansion into new markets and introduction of new formulas determined that the intellectual property had a finite useful life of ten (10) years and began amortizing the carrying value of the intellectual property asset over its estimated useful life. Management made a separate determination that no further impairment existed at the time. Based on two consecutive quarters of minimal revenues combined with our history of operating losses, we tested the intellectual property asset for impairment again in the fourth quarter of 2014 and determined that the asset value was recoverable and therefore, no impairment loss was recognized. |
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Impairment testing of intangible assets subject to amortization involves comparing the carrying amount of the asset to the forecasted undiscounted future cash flows whenever events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable. In the event the carrying value of the asset exceeds the undiscounted future cash flows, the carrying value is considered not recoverable and an impairment exists. An impairment loss is measured as the excess of the asset’s carrying value over its fair value, calculated using a discounted future cash flow method. The computed impairment loss is recognized in the period that the impairment occurs. Assets which are not impaired may require an adjustment to the remaining useful lives for which to amortize the asset. Impairment testing requires the development of significant estimates and assumptions involving the determination of estimated net cash flows, selection of the appropriate discount rate to measure the risk inherent in future cash flow streams, assessment of an asset’s life cycle, competitive trends impacting the asset as well as other factors. Changes in these underlying assumptions could significantly impact the asset’s estimated fair value. |
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In July 2014, the Company acquired the United States patent application for the manufacture of Fortetropin from Deutsches Institut fur Lebensmitteltechnik e.V. - the German Institute for Food Technologies (“DIL”). The cost of the patent application, which was capitalized as an intangible asset, was determined to be $101, based on the present value of the minimum guaranteed royalty payable to DIL using a discount rate of 10%. The intangible asset will be amortized over an estimated useful life of ten (10) years. The remaining contingent royalty payments will be recorded as the contingency is resolved and the royalty becomes payable under the arrangement. For additional information on the amended supply agreement with DIL refer to “Note 12 – Commitments and Contingencies - Supply Agreement.” |
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Intangible assets also includes patent costs associated with applying for a patent and being issued a patent. Costs to defend a patent and costs to invalidate a competitor’s patent or patent application are expensed as incurred. Upon issuance of the patent, capitalized patent costs are amortized on a straight-line basis over the shorter of the estimated economic life or the initial term of the patent, generally 20 years. |
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Intangible assets at December 31, 2014 and December 31, 2013 consisted of the following: |
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(In thousand $) | | December 31, | | | December 31, | |
| | 2014 | | | 2013 | |
Intangibles with finite lives: | | | | | | |
Intellectual property | | $ | 2,101 | | | $ | - | |
Less: accumulated amortization | | | (155 | ) | | | - | |
Total intangibles with finite lives: | | | 1,946 | | | | - | |
Intangibles with indefinite lives: | | | | | | | | |
Intellectual property | | | - | | | | 2,000 | |
Patent costs | | | 44 | | | | 38 | |
Total intangibles with indefinite lives: | | | 44 | | | | 2,038 | |
Total intangible assets, net | | $ | 1,990 | | | $ | 2,038 | |
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Assuming no additions, disposals or adjustments are made to the carrying values and/or useful lives of the intangible assets, annual amortization expense for intangible assets is estimated to be $210 in each of the next five years. |
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Revenue Recognition | Revenue Recognition |
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The Company records revenue when persuasive evidence of an arrangement exists, product has been shipped or delivered, the sales price to the customer is fixed or determinable, and collectability is reasonably assured. Depending on individual customer agreements, sales are recognized either upon shipment of product to customers or upon delivery. The Company’s gross product sales may be subject to sales allowances and deductions in arriving at reported net product sales. Reductions from gross sales for customer discounts and rebates have been minimal, and sales allowances for product returns have not been provided, since under our existing arrangements, customers are not permitted to return product except for non-conforming product. |
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Research and Development | Research and Development |
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Research and development expenses consist primarily of salaries, benefits, and other related costs, including stock-based compensation, for personnel serving in our research and development functions, and other internal operating expenses, the cost of manufacturing our product for clinical study, the cost of conducting clinical studies and the cost of conducting preclinical and research activities. Nonrefundable advance payments for goods or services that will be used or rendered for future research and development activities are initially capitalized and are then recognized as an expense as the related goods are consumed or the services are performed. |
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Advertising | Advertising |
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The Company charges the costs of advertising to selling, general and administrative expense as incurred. Advertising and promotional costs, which consist primarily of co-operative advertising fees payable to MHP, were $732 and $1,659 for the years ended December 31, 2014 and 2013, respectively. Pursuant to our distribution agreement with MHP, the Company has a co-operative advertising arrangement whereby the Company pays MHP a fee for each unit sold. |
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Shipping and Handling Costs | Shipping and Handling Costs |
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The Company records costs of shipping product to our distributors in cost of sales. These expenses were $10 and $0 for the years ended December 31, 2014 and 2013, respectively. |
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Foreign Currency | Foreign Currency |
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Our revenues are generated in U.S. dollars, while a significant portion of our expenses may be incurred in foreign currencies, principally the payments to our primary manufacturer that are paid in euros. Foreign currency gains resulting from transactions denominated in a currency other than the functional currency were $42 and $0 for the years ended December 31, 2014 and 2013, respectively, and are included in selling, general and administrative expense, net in the accompanying consolidated statements of operations. |
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Share Based Compensation | Stock-based Compensation |
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Generally, stock-based payments are measured at their estimated fair value on the date of grant. Stock-based awards to non-employees are re-measured at fair value each financial reporting date until performance is complete. Stock-based compensation expense recognized during a period is based on the estimated number of awards that are ultimately expected to vest. For stock options and restricted stock that do not vest immediately but which contain only a service vesting feature, we recognize compensation cost on the unvested shares and options on a straight-line basis over the remaining vesting period. |
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The Company uses the Black-Scholes option-pricing model to estimate the fair value of options and the market price of our common stock on the date of grant for the fair value of restricted stock issued. Our determination of fair value of stock-based awards is affected by our stock price as well as assumptions regarding a number of highly complex and subjective variables. These variables include, but are not limited to, our expected stock price volatility over the term of the awards, and certain other market variables such as the risk-free interest rate. |
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Stock-based compensation expense for awards to employees and non-employees was $1,691 and $1,335 for the years ended December 31, 2014 and 2013, respectively. |
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Comprehensive Loss | Comprehensive Loss |
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Comprehensive income (loss) includes all changes in equity during a period except those that resulted from investments by, or distributions to, the Company’s stockholders. Other comprehensive income (loss) refers to revenues, expenses, gains and losses that are included in comprehensive income (loss), but excluded from net loss as these amounts are recorded directly as an adjustment to stockholders’ equity. The Company had no other comprehensive income (loss) items for the years ended December 31, 2014 and 2013. Accordingly, the Company's comprehensive loss and net loss are the same for all periods presented. |
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Segment Information | Segment Information |
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Accounting Standards Codification (“ASC”) 280, Disclosures about Segments of an Enterprise and Related Information, establishes standards for reporting information about operating segments and requires selected information for those segments to be presented in the financial statements. It also establishes standards for related disclosures about products and services and geographic areas. Operating segments are identified as components of an enterprise about which separate discrete financial information is available for evaluation by the chief operating decision maker, or decision-making group, in making decisions how to allocate resources and assess performance. Management has determined that the Company operates in one segment. |
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Fair Value Measurement | Fair Value Measurement |
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Fair value is the price that would be received to sell an asset or paid to transfer a liability (an exit price) in an orderly transaction between market participants. The authoritative guidance on fair value measurements establishes a consistent framework for measuring fair value on either a recurring or nonrecurring basis whereby observable and unobservable inputs, used in valuation techniques, are assigned a hierarchical level. |
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The following are the hierarchy levels of inputs to measure fair value: |
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| Level 1: | Inputs that utilize quoted prices (unadjusted) in active markets for identical assets or liabilities. | | | | | | |
| Level 2: | Inputs that utilize observable quoted prices for similar assets and liabilities in active markets and observable quoted prices for identical or similar assets in markets that are not very active. | | | | | | |
| Level 3: | Inputs that utilize unobservable inputs and include valuations of assets or liabilities for which there is little, if any, market activity. | | | | | | |
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A financial asset or liability’s classification within the above hierarchy is determined based on the lowest level input that is significant to the fair value measurement. At December 31, 2014 and 2013, the Company’s financial instruments consist primarily of cash, accounts receivable, accounts payable and accrued expenses. Due to their short-term nature, the carrying amounts of the Company’s financial instruments approximated their fair values. |
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Basic and Diluted Loss Per Share | Basic and Diluted Loss Per Share |
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Basic net loss per share is computed by dividing net loss available to common stockholders for the period by the weighted average number of common shares outstanding during the period. Diluted net loss per share is computed by dividing net loss for the period by the weighted average number of common shares outstanding during the period increased to include the number of additional shares of common stock that would have been outstanding if potential dilutive securities outstanding had been issued. The Company uses the “treasury stock” method to determine the dilutive effect of common stock equivalents such as options, warrants and restricted stock. For the years ended December 31, 2014 and 2013, the Company incurred a net loss. Accordingly, the Company’s common stock equivalents were anti-dilutive and excluded from the diluted net loss per share computation. The aggregate number of potentially dilutive common stock equivalents outstanding at December 31, 2014 and 2013 but excluded from the diluted net loss per share computation because their inclusion would be anti-dilutive were 1,541,330 and 232,320, respectively. |
Income Taxes | Income Taxes |
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Income taxes are accounted for under the asset and liability method in accordance with ASC 740, Accounting for Income Taxes (“ASC 740”). Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial carrying amounts of existing assets and liabilities and their respective tax bases as well as operating loss and tax credit carry forwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the periods in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. Deferred tax assets are reduced by a valuation allowance to the extent that the recoverability of the asset is unlikely to be recognized. |
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The Company follows ASC 740 rules governing uncertain tax positions, which provides guidance for recognition and measurement. This prescribes a threshold condition that a tax position must meet for any of the benefits of the uncertain tax position to be recognized in the financial statements. It also provides accounting guidance on recognition, classification and disclosure of these uncertain tax positions. The Company has no uncertain income tax positions. |
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Interest costs and penalties related to income taxes are classified as interest expense and operating expenses, respectively, in the Company's financial statements. For the years ended December 31, 2014 and 2013, the Company did not recognize any interest or penalty expense related to income taxes. The Company files income tax returns in the U.S. federal jurisdiction and states in which it does business. |
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Reclassifications | Reclassifications |
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The Company has revised the presentation of “Selling, General and Administrative Expenses” within the Consolidated Statements of Operations for the year ended December 31, 2013 to conform to the current year presentation. Research and development expenses of $754 for the year ended December 31, 2013, were previously not presented separately. This reclassification was for presentation purposes and had no effect on the financial position, results of operations, or cash flows for the period presented. |
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