2. Summary of Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2014 |
Accounting Policies [Abstract] | ' |
Summary of Significant Accounting Policies | ' |
Recently Adopted Accounting Standards: |
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In June 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update No. 2014-10, Development Stage Entities (Topic 915) – Elimination of Certain Financial Reporting Requirements, Including an Amendment to Variable Interest Entities Guidance in Topic 810, Consolidation (“ASU 2014-10”). ASU 2014-10 eliminates the concept of a development stage entity in its entirety from current accounting guidance. The new guidance eliminates the requirements for development stage entities to (i) present inception-to-date information in the statement of operations, stockholders’ equity and cash flows, (ii) label the financial statements as those of a development stage entity, (iii) disclose a description of the development stage activities in which the entity is engaged, and (iv) disclose in the first year in which the entity is no longer a development stage entity that in prior years it had been in the development stage. ASU 2014-10 is effective prospectively for public entities for annual reporting periods beginning after December 15, 2015, and interim periods within those annual periods however early adoption is permitted. The Company elected to adopt ASU 2014-10 as permitted, for the financial statements ended June 30, 2014 and, accordingly, has not included the inception-to-date disclosures and other previously required disclosures for development stage entities. |
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Recent Authoritative Pronouncements: |
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In May 2014, the FASB issued new guidance related to how an entity should recognize revenue. The guidance specifies that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods and services. In addition, the guidance expands the required disclosures related to revenue and cash flows from contracts with customers. The guidance is effective for the Company beginning in the first quarter of 2017. Early adoption is not permitted and retrospective application is permitted, but not required. The Company is currently evaluating the impact of adopting this guidance on its consolidated financial condition, results of operations and cash flows. |
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In June 2014, the FASB issued an accounting standard that clarifies the accounting for share-based payments when the terms of an award provide that a performance target could be achieved after the requisite service period. The standard requires that a performance target that affects vesting and that could be achieved after the requisite service period be treated as a performance condition. The amendments are effective for interim and annual reporting periods beginning after December 15, 2015. Earlier adoption is permitted. The standard may be applied prospectively to all awards granted or modified after the effective date; or retrospectively to all awards with performance targets that are outstanding as of the beginning of the earliest annual period presented in the financial statements and to all new or modified awards thereafter. The Company is currently evaluating the impact of adopting this guidance on its consolidated financial condition, results of operations and cash flows. |
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Cash and Cash Equivalents: |
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Cash and cash equivalents include cash accounts and all investments purchased with initial maturities of three months or less. We attempt to mitigate our exposure to liquidity, credit and other relevant risks by placing our cash and cash equivalents with financial institutions we believe are structurally sound. The Company maintains its cash and cash equivalents in bank deposit and other interest bearing accounts, the balances of which, at times, may exceed federally insured limits. |
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Foreign Currency: |
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The consolidated financial statements are presented in U.S. Dollars (“USD”), the reporting currency of the Company. For the financial statements of the Company’s foreign subsidiary, whose functional currency is the Euro, foreign currency asset and liability amounts are translated into USD at end-of-period exchange rates. Foreign currency income and expenses are translated at average exchange rates in effect during the period. Translation gains and losses resulting from this process are included in other comprehensive loss. Transaction gains and losses that arise from the exchange rate fluctuations on transactions are included in the other income (expense). |
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Geographic Information: |
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The Company reported revenues for the three and six month periods ended June 30, 2014 of $39,729 and $51,932, respectively, all of which was attributable to its European operations, which are based in Germany. Of the Company’s total assets of $8.3 million at June 30, 2014, $7.9 million was located in the United States, with the remainder located in Germany. |
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Restricted Cash: |
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Pursuant to a supply agreement, the Company has invested in a twelve-month 0.14% certificate of deposit held by the bank as collateral for a letter of credit in connection with the Company’s purchase of raw materials due to be delivered in the next twelve months. The certificate of deposit was recorded on the consolidated balance sheets at December 31, 2013 as restricted cash. As of June 30, 2014, the transaction which covered the letter of credit was completed, which resulted in the release of the restriction in the cash. |
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Prepaid Expenses: |
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Prepaid expenses consist of payments made in advance to vendors relating to service contracts for clinical trial development, manufacturing, preclinical development and insurance policies. These advanced payments are amortized to expense either as services are performed or over the relevant service period using the straight-line method. |
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Inventories: |
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Inventories are valued at the lower of cost or market on a first in, first out basis. Inventories consist of raw materials (including labeling and packaging), work-in-process, and finished goods, if any, for the Neutrolin product. As of June 30, 2014, inventories consisted of raw materials. |
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Revenue Recognition: |
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CorMedix recognizes revenue in accordance with SEC Staff Accounting Bulletin (“SAB”) No. 101, Revenue Recognition in Financial Statements (“SAB 101”), as amended by SAB No. 104, Revenue Recognition (“SAB 104”) and FASB Accounting Standards Codification (“ASC”) 605, Revenue Recognition (“ASC 605”). This guidance requires that revenue is recognized from product sales when the following four revenue recognition criteria are met: persuasive evidence of an arrangement exists, delivery has occurred, the selling price is fixed or determinable, and collectability is reasonably assured. |
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CorMedix’s product Neutrolin received its CE Mark in Europe in July 2013 and product shipments to dialysis centers began in December 2013. Orders are processed through a distributor; however, Neutrolin is drop-shipped via a pharmacy directly to its customer, the dialysis center. The Company recognizes net sales upon shipment of product to the dialysis centers. |
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Income (Loss) per common share: |
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Basic income (loss) per common share is calculated by dividing net income (loss) available to common shareholders by the number of weighted average common shares issued and outstanding. Diluted earnings (loss) per common share is calculated by dividing net income (loss) available to common shareholders by the weighted average number of common shares issued and outstanding for the period, plus amounts representing the dilutive effect from the exercise of stock options and warrants and the conversion of convertible preferred stock, as applicable. The Company calculates dilutive potential common shares using the treasury stock method, which assumes the Company will use the proceeds from the exercise of stock options and warrants to repurchase shares of common stock to hold in its treasury stock reserves. |
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Each outstanding series of convertible preferred stock is considered to be a participating security under ASC 260, Earnings Per Share (“ASC 260”), which means the security may participate in undistributed earnings with common stock. The holders of each series of convertible preferred stock are entitled to share in dividends, on an as-converted basis, if the holders of common stock were to receive dividends. In accordance with ASC 260, a company is required to use the two-class method when computing basic earnings per share when it has a security that qualifies as a “participating security.” The two-class method uses an earnings allocation formula that determines earnings per share for each class of common stock and participating securities according to dividends declared (or accumulated) and participation rights in undistributed earnings. In determining the amount of net earnings to allocate to common stock holders, earnings are allocated to both common and participating securities based on their respective weighted-average shares outstanding for the period. In accordance with ASC 260, securities are considered to not be participating in losses if there is no obligation to fund such losses. For the three months ended June 30, 2013 and the six month periods ended June 30, 2014 and 2013, none of the preferred stock was considered to be participating since there was a net loss from operations in each of those periods. |
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The following table is the calculation of the basic and diluted net income (loss) per share of common stock: |
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| | For the Three Months Ended | | | For the Six Months Ended | |
June 30, | June 30, |
| | 2014 | | | 2013 | | | 2014 | | | 2013 | |
Income (Loss) Per Common Share - Basic: | | | | | | | | | | | | |
Net income (loss) | | $ | 3,509,290 | | | $ | (1,950,871 | ) | | $ | (13,204,001 | ) | | $ | (3,197,923 | ) |
Less: Dividends on participating securities | | | (27,452 | ) | | | - | | | | (54,602 | ) | | | (309,944 | ) |
Less: Net income allocated to participating securities | | | (766,348 | ) | | | - | | | | - | | | | - | |
Net income (loss) available to common shareholders - basic | | | 2,715,490 | | | | (1,950,871 | ) | | | (13,258,603 | ) | | | (3,507,867 | ) |
Weighted average common shares outstanding – basic | | | 21,993,384 | | | | 13,048,815 | | | | 20,036,671 | | | | 12,329,993 | |
Net income (loss) per common share – basic | | $ | 0.12 | | | $ | (0.15 | ) | | $ | (0.64 | ) | | $ | (0.28 | ) |
Income (Loss) Per Common Share - Diluted: | | | | | | | | | | | | | | | | |
Net income (loss) available to common shareholders - basic | | $ | 2,715,490 | | | | (1,950,871 | ) | | | (13,258,603 | ) | | | (3,507,867 | ) |
Plus: Dividends declared on participating securities | | | 27,452 | | | | - | | | | - | | | | - | |
Plus: Net income allocated to participating securities | | | 766,348 | | | | - | | | | - | | | | - | |
Less: Change in fair value of derivative securities | | | (4,657,481 | ) | | | - | | | | - | | | | - | |
Numerator for income per share - diluted | | | (1,148,191 | ) | | | (1,950,871 | ) | | | (13,258,603 | ) | | | (3,507,867 | ) |
Weighted average common shares outstanding – basic | | | 21,993,384 | | | | 13,048,815 | | | | 20,036,671 | | | | 12,329,993 | |
Weighted average effect of dilutive securities: | | | | | | | | | | | | | | | | |
Exercise of warrants | | | 1,194,135 | | | | - | | | | - | | | | - | |
Conversion of preferred stock to common stock | | | 2,252,280 | | | | - | | | | - | | | | - | |
Weighted average common shares outstanding – diluted | | | 25,439,799 | | | | 13,048,815 | | | | 20,036,671 | | | | 12,329,993 | |
Net income (loss) per common share – diluted | | $ | (0.05 | ) | | $ | (0.15 | ) | | $ | (0.64 | ) | | $ | (0.28 | ) |
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Warrants and options if exercised, and convertible preferred stock if converted, that would result in the issuance of 16,073,779 and 14,071,760 shares of common stock for the three months ended June 30, 2014 and June 30, 2013, respectively, were excluded from the computation of diluted earnings (loss) per share because they were anti-dilutive. Warrants and options if exercised, and convertible preferred stock if converted, that would result in the issuance of 21,826,059 and 14,071,760 shares of common stock for the six months ended June 30, 2014 and June 30, 2013 respectively, were excluded from the computation of diluted earnings (loss) per share because they were anti-dilutive. |
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Stock-Based Compensation: |
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Stock-based compensation cost, net of expected forfeitures, granted to employees, officers and directors is measured at the grant date, based on the estimated fair value of the award, and is recognized as expense over the requisite service period on a straight-line basis. |
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The Company accounts for stock options granted to non-employees on a fair value basis using the Black-Scholes option pricing method. The non-cash charge to operations for non-employee options with service vesting is based on the revalued amount of the options at the end of each reporting period which is amortized to expense over the related vesting period. For stock options granted to non-employees with vesting contingent upon various performance metrics, the Company used the guidelines in accordance with FASB ASC No. 505-50, Equity-Based Payments to Non-Employees. For options having performance conditions that are outside of the control of the non-employee, the cost to be recognized is the lowest aggregate fair value prior to the achievement of the performance condition, even if the Company believes it is probable that the performance condition will be achieved. |
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During the six months ended June 30, 2014, options to purchase an aggregate of 1,199,000 shares of common stock were granted to the Company’s employees, officers, directors and consultants. |
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Embedded Derivative Liabilities and Warrant Liabilities: |
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The Company does not use derivative instruments to hedge exposures to cash flow, market or foreign currency risks; however, the Company has several series of preferred stock and warrants that contain embedded derivatives. The Company evaluates all its financial instruments to determine if those instruments or any potential embedded components of those instruments qualify as derivatives that need to be separately accounted for in accordance with FASB ASC 815, “Derivatives and Hedging”. Embedded derivatives satisfying certain criteria are recorded at fair value at issuance and marked-to-market at each balance sheet date with the change in the fair value recorded as income or expense. In addition, upon the occurrence of an event that requires the derivative liability to be reclassified to equity, the derivative liability is revalued to fair value at that date. |
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The Company accounts for stock warrants as either equity instruments or derivative liabilities depending on the specific terms of the warrant agreement. Stock warrants that allow for cash settlement or provide for certain modifications of the warrant exercise price are accounted for as derivative liabilities. For those liability-classified warrants that have down-round provisions which allow the exercise price to be adjusted as a result of certain future financing transactions, the Company uses level 3 inputs for the valuation methodology for those warrants. The estimated fair values of the warrant liabilities with downround protection were determined using a Monte Carlo option pricing model which takes into account the probabilities of certain events occurring over the life of the warrants. The derivative liabilities are adjusted to their estimated fair values at each reporting period, with any decrease or increase in the estimated fair value being recorded in other income (expense). As discussed below, the warrants issued in March 2014, which do not have downround protection, are valued using a Black Scholes option pricing model. |
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