Document_And_Entity_Informatio
Document And Entity Information | 9 Months Ended | |
Sep. 30, 2014 | Nov. 13, 2014 | |
Document and Entity Information [Abstract] | ' | ' |
Entity Registrant Name | 'CATASYS, INC. | ' |
Document Type | '10-Q | ' |
Current Fiscal Year End Date | '--12-31 | ' |
Entity Common Stock, Shares Outstanding | ' | 24,576,840 |
Amendment Flag | 'false | ' |
Entity Central Index Key | '0001136174 | ' |
Entity Current Reporting Status | 'Yes | ' |
Entity Voluntary Filers | 'No | ' |
Entity Filer Category | 'Smaller Reporting Company | ' |
Entity Well-known Seasoned Issuer | 'No | ' |
Document Period End Date | 30-Sep-14 | ' |
Document Fiscal Year Focus | '2014 | ' |
Document Fiscal Period Focus | 'Q3 | ' |
Condensed_Consolidated_Balance
Condensed Consolidated Balance Sheets (Current Period Unaudited) (USD $) | Sep. 30, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Current assets | ' | ' |
Cash and cash equivalents | $1,532 | $1,136 |
Receivables, net of allowance for doubtful accounts of $18 and $0, respectively | 172 | 173 |
Receivables from related party | ' | 115 |
Prepaids and other current assets | 76 | 275 |
Total current assets | 1,780 | 1,699 |
Long-term assets | ' | ' |
Property and equipment, net of accumulated depreciation of $1,975 and $2,001, respectively | 373 | 366 |
Intangible assets, net of accumulated amortization of $414 and $401, respectively | 105 | 118 |
Deposits and other assets | 387 | 440 |
Total Assets | 2,645 | 2,623 |
Current liabilities | ' | ' |
Accounts payable | 304 | 1,148 |
Accrued compensation and benefits | 1,374 | 1,181 |
Deferred revenue | 988 | 534 |
Other accrued liabilities | 657 | 1,270 |
Total current liabilities | 3,323 | 4,133 |
Long-term liabilities | ' | ' |
Deferred rent and other long-term liabilities | 282 | 160 |
Capital leases | 23 | 26 |
Warrant liabilities | 40,196 | 16,347 |
Total Liabilities | 43,824 | 20,666 |
Stockholders' deficit | ' | ' |
Common stock, $0.0001 par value; 500,000,000 shares authorized; 24,411,051 and 18,835,571 shares issued and outstanding at September 30, 2014 and December 31, 2013, respectively | 2 | 2 |
Additional paid-in-capital | 211,552 | 209,169 |
Accumulated deficit | -252,733 | -227,214 |
Total Stockholders' Deficit | -41,179 | -18,043 |
Total Liabilities and Stockholders' Deficit | $2,645 | $2,623 |
Condensed_Consolidated_Balance1
Condensed Consolidated Balance Sheets (Current Period Unaudited) (Parentheticals) (USD $) | Sep. 30, 2014 | Dec. 31, 2013 |
In Thousands, except Share data, unless otherwise specified | ||
Allowance For Doubtful Accounts (in Dollars) | $18 | $0 |
Property and equipment, accumulated depreciation (in Dollars) | 1,975 | 2,001 |
Intangible assets, accumulated amortization (in Dollars) | $414 | $401 |
Preferred stock par value (in Dollars per share) | $0.00 | $0.00 |
Preferred stock, shares authorized | 50,000,000 | 50,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value (in Dollars per share) | $0.00 | $0.00 |
Common stock, shares authorized | 500,000,000 | 500,000,000 |
Common stock,shares issued | 24,411,051 | 18,835,571 |
Common stock, shares outstanding | 24,411,051 | 18,835,571 |
Condensed_Consolidated_Stateme
Condensed Consolidated Statements of Operations (Unaudited) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, except Per Share data, unless otherwise specified | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 |
Revenues | ' | ' | ' | ' |
Healthcare services revenues | $370 | $109 | $881 | $315 |
Operating expenses | ' | ' | ' | ' |
Cost of healthcare services | 346 | 162 | 878 | 454 |
General and administrative | 1,596 | 1,246 | 4,642 | 4,120 |
Depreciation and amortization | 30 | 7 | 82 | 18 |
Total operating expenses | 1,972 | 1,415 | 5,602 | 4,592 |
Loss from operations | -1,602 | -1,306 | -4,721 | -4,277 |
Other Income | ' | ' | 1,194 | ' |
Interest expense | -2 | -1 | -2,776 | -771 |
Change in fair value of warrant liability | 1,397 | 2,231 | -18,995 | 2,607 |
Income/(Loss) from continuing operations before provision for income taxes | -207 | 924 | -25,298 | -2,441 |
Provision for income taxes | 3 | 2 | 7 | 5 |
Income/(Loss) from continuing operations | -210 | 922 | -25,305 | -2,446 |
Loss from discontinued operations, net of income taxes | ' | -242 | -213 | -735 |
Net Income/(Loss) | ($210) | $680 | ($25,518) | ($3,181) |
Basic net income (loss) from continuing operations per share: (in Dollars per share) | ($0.01) | $0.06 | ($1.17) | ($0.18) |
Basic weighted number of shares outstanding (in Shares) | 23,513 | 14,286 | 21,569 | 13,429 |
Diluted net income (loss) from continuing operations per share: (in Dollars per share) | ($0.01) | $0.05 | ($1.17) | ($0.18) |
Diluted weighted number of shares outstanding (in Shares) | 23,513 | 19,364 | 21,569 | 13,429 |
Basic net income (loss) from discontinued operations per share: (in Dollars per share) | $0 | ($0.02) | ($0.01) | ($0.05) |
Basic weighted number of shares outstanding (in Shares) | 23,513 | 14,286 | 21,569 | 13,429 |
Diluted net loss from discontinued operations per share: (in Dollars per share) | $0 | ($0.01) | ($0.01) | ($0.05) |
Diluted weighted number of shares outstanding (in Shares) | 23,513 | 19,364 | 21,569 | 13,429 |
Condensed_Consolidated_Stateme1
Condensed Consolidated Statement of Cash Flows (Unaudited) (USD $) | 9 Months Ended | |
In Thousands, unless otherwise specified | Sep. 30, 2014 | Sep. 30, 2013 |
Operating activities: | ' | ' |
Net loss | ($25,518) | ($3,181) |
Adjustments to reconcile net loss to net cash used in operating activities: | ' | ' |
Loss from discontinued operations | 213 | 735 |
Depreciation and amortization | 82 | 18 |
Issuance costs included in interest expense | 2,771 | 769 |
Write-off of accrued liabilities | -1,194 | ' |
Deferred rent | 122 | ' |
Share-based compensation expense | 39 | 165 |
Transaction Costs | 350 | ' |
Fair value adjustment on warrant liability | 18,995 | -2,607 |
Changes in current assets and liabilities: | ' | ' |
Receivables | 1 | -137 |
Prepaids and other current assets | 201 | 137 |
Deferred revenue | 454 | 389 |
Accounts payable and other accrued liabilities | 48 | 59 |
Net cash used by operating activities of continuing operations | -3,436 | -3,653 |
Net cash used by operating activities of discontinued operations | -215 | -624 |
Net cash used by operating activities | -3,651 | -4,277 |
Investing activities: | ' | ' |
Purchases of property and equipment | -64 | ' |
Deposits and other assets | 53 | -3 |
Net cash used by investing activities | -11 | -3 |
Financing activities: | ' | ' |
Proceeds from the issuance of common stock and warrants | 4,000 | 1,535 |
Proceeds from the exercise of warrants | 77 | 23 |
Capital lease obligations | -19 | -9 |
Net cash provided by financing activities | 4,058 | 1,549 |
Net increase (decrease) in cash and cash equivalents | 396 | -2,731 |
Cash and cash equivalents at beginning of period | 1,136 | 3,153 |
Cash and cash equivalents at end of period | 1,532 | 422 |
Supplemental disclosure of cash paid | ' | ' |
Income taxes | 11 | 37 |
Supplemental disclosure of non-cash activity | ' | ' |
Property and equipment acquired through capital leases and other financing | 16 | 13 |
Exercise Of Warrants [Member] | ' | ' |
Supplemental disclosure of non-cash activity | ' | ' |
Common stock issued for exercise of warrants | $166 | $156 |
Note_1_Basis_of_Consolidation_
Note 1 - Basis of Consolidation, Presentation and Going Concern | 9 Months Ended |
Sep. 30, 2014 | |
Disclosure Text Block [Abstract] | ' |
Organization, Consolidation and Presentation of Financial Statements Disclosure [Text Block] | ' |
Note 1. Basis of Consolidation, Presentation and Going Concern | |
The accompanying unaudited condensed consolidated financial statements for Catasys, Inc. and its subsidiaries have been prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”) and instructions to Form 10-Q and, therefore, do not include all disclosures necessary for a complete presentation of financial position, results of operations, and cash flows in conformity with U.S. GAAP. In our opinion, all adjustments, consisting of normal recurring adjustments, considered necessary for a fair presentation have been included. Interim results are not necessarily indicative of the results that may be expected for the entire fiscal year. The accompanying financial information should be read in conjunction with the financial statements and the notes thereto in our most recent Annual Report on Form 10-K for the year-ended December 31, 2013, from which the December 31, 2013 balance sheet has been derived. | |
Our financial statements have been prepared on the basis that we will continue as a going concern. At September 30, 2014, cash and cash equivalents amounted to $1.5 million and we had a working capital deficit of approximately $1.5 million. In January 2014, May 2014, and September 2014, we closed on financings of approximately $1.0, $1.5, and $1.5 million, respectively. We have incurred significant operating losses and negative cash flows from operations since our inception. During the nine months ended September 30, 2014, our cash used in operating activities of continuing operations was $3.4 million. We anticipate that we could continue to incur negative cash flows and net losses for the next twelve months. The financial statements do not include any adjustments relating to the recoverability of the carrying amount of the recorded assets or the amount of liabilities that might result from the outcome of this uncertainty. As of September 30, 2014, these conditions raised substantial doubt as to our ability to continue as a going concern. We expect our current cash resources to cover expenses through the end of December 2014, however delays in cash collections, revenue, or unforeseen expenditures, could negatively impact our estimate. We are in need of additional capital, however, there is no assurance that additional capital can be timely raised in an amount which is sufficient for us or on terms favorable to us and our stockholders, if at all. If we do not obtain additional capital, there is a significant doubt as to whether we can continue to operate as a going concern and we will need to curtail or cease operations or seek bankruptcy relief. If we discontinue operations, we may not have sufficient funds to pay any amounts to stockholders. | |
Our ability to fund our ongoing operations and continue as a going concern is also dependent on signing and generating fees from existing and new contracts for our Catasys managed care programs and the success of management’s plans to increase revenue and continue to control expenses. We are operating our programs in Kansas, Louisiana, Massachusetts, Oklahoma, West Virginia, Kentucky, Wisconsin, and Florida. We launched our program in Florida in the third quarter of 2014, and we expect to commence enrollment for another customer in New Jersey during the fourth quarter. We have generated fees from the launched programs and expect to increase enrollment and fees throughout 2014. However, there can be no assurance that we will generate such fees or that new programs will launch as we expect. | |
We have elected to discontinue our license and management fee segment. We shut down the operations effective April 1, 2014 and all of the assets were absorbed by the Company. |
Note_2_Summary_of_Significant_
Note 2 - Summary of Significant Accounting Policies | 9 Months Ended | ||||||||||||||||
Sep. 30, 2014 | |||||||||||||||||
Accounting Policies [Abstract] | ' | ||||||||||||||||
Significant Accounting Policies [Text Block] | ' | ||||||||||||||||
Note 2. Summary of Significant Accounting Policies | |||||||||||||||||
Revenue Recognition | |||||||||||||||||
Our Catasys contracts are generally designed to provide cash fees to us on a monthly basis based on enrolled members. To the extent our contracts may include a minimum performance guarantee, we reserve a portion of the monthly fees that may be at risk until the performance measurement period is completed. To the extent we receive case rates that are not subject to the performance guarantees, we recognize the case rate ratably over twelve months. | |||||||||||||||||
Cost of Services | |||||||||||||||||
Cost of healthcare services consists primarily of salaries related to our care coaches, healthcare provider claims payments, and fees charged by our third party administrators for processing these claims. Healthcare services cost of services is recognized in the period in which an eligible member receives services. We contract with doctors and licensed behavioral healthcare professionals, on a fee-for-services basis. We determine that a member has received services when we receive a claim or, in the absence of a claim, by utilizing member data recorded in the OnTrakTM database within the contracted timeframe, with all required billing elements correctly completed by the service provider. | |||||||||||||||||
Cash Equivalents and Concentration of Credit Risk | |||||||||||||||||
We consider all highly liquid investments with an original maturity of three months or less to be cash equivalents. Financial instruments that potentially subject us to a concentration of credit risk consist of cash and cash equivalents, and accounts receivable. Cash is deposited with what we believe are highly credited, quality financial institutions. The deposited cash may exceed Federal Deposit Insurance Corporation (“FDIC”) insured limits. At September 30, 2014, cash and cash equivalents exceeding federally insured limits totaled $1.3 million. | |||||||||||||||||
For the nine months ended September 30, 2014, two customers accounted for approximately 53% of revenues and three customers accounted for approximately 90% of accounts receivable. | |||||||||||||||||
Basic and Diluted Income (Loss) per Share | |||||||||||||||||
Basic income (loss) per share is computed by dividing the net income (loss) to common stockholders for the period by the weighted average number of common shares outstanding during the period. Diluted income (loss) per share is computed by dividing the net income (loss) for the period by the weighted average number of common and dilutive common equivalent shares outstanding during the period. | |||||||||||||||||
Common equivalent shares, consisting of 22,112,493 incremental common shares for the three and nine months ended September 30, 2014, issuable upon the exercise of stock options and warrants have been excluded from the diluted earnings per share calculation as their effect is anti-dilutive. | |||||||||||||||||
Common equivalent shares, consisting of 5,077,669 incremental common shares for the three months ended September 30, 2013, issuable upon the exercise of stock options and warrants have been included in the diluted earnings per share calculation. These shares have not been included for the nine months ended September 2013 because their effect is anti-dilutive. | |||||||||||||||||
Three Months Ended | Nine Months Ended | ||||||||||||||||
30-Sep | 30-Sep | ||||||||||||||||
(in thousands, except per share amounts) | 2014 | 2013 | 2014 | 2013 | |||||||||||||
Numerator | |||||||||||||||||
Net income (loss) from continuing operations | $ | (210 | ) | $ | 922 | $ | (25,305 | ) | $ | (2,446 | ) | ||||||
Net income (loss) from discontinued operations | $ | - | $ | (242 | ) | $ | (213 | ) | $ | (735 | ) | ||||||
Net income (loss) | $ | (210 | ) | $ | 680 | $ | (25,518 | ) | $ | (3,181 | ) | ||||||
Denominator | |||||||||||||||||
Weighted-average common shares outstanding | 23,513 | 14,286 | 21,569 | 13,429 | |||||||||||||
Shares used in calculation - basic | 23,513 | 14,286 | 21,569 | 13,429 | |||||||||||||
Shares issuable for stock options and warrants | - | 5,078 | - | - | |||||||||||||
Shares used in calculation - diluted | 23,513 | 19,364 | 21,569 | 13,429 | |||||||||||||
Net income (loss) per share from continuing operations | |||||||||||||||||
Basic | $ | (0.01 | ) | $ | 0.06 | $ | (1.17 | ) | $ | (0.18 | ) | ||||||
Diluted | $ | (0.01 | ) | $ | 0.05 | $ | (1.17 | ) | $ | (0.18 | ) | ||||||
Net income (loss) per share from discontinued operations | |||||||||||||||||
Basic | $ | - | $ | (0.02 | ) | $ | (0.01 | ) | $ | (0.05 | ) | ||||||
Diluted | $ | - | $ | (0.01 | ) | $ | (0.01 | ) | $ | (0.05 | ) | ||||||
Share-Based Compensation | |||||||||||||||||
Our 2010 Stock Incentive Plan, as amended (the “Plan”), provides for the issuance of up to 1,825,000 shares of our common stock. Incentive stock options (ISOs) under Section 422A of the Internal Revenue Code and non-qualified options (NSOs) are authorized under the Plan. We have granted stock options to executive officers, employees, members of our board of directors, and certain outside consultants. The terms and conditions upon which options become exercisable vary among grants, but option rights expire no later than ten years from the date of grant and employee and board of director awards generally vest over three to five years. At September 30, 2014, we had 398,676 vested and unvested shares outstanding and 1,369,087 shares available for future awards under the Plan. | |||||||||||||||||
Share-based compensation expense attributable to continuing operations were $13,000 and $39,000 for the three and nine months ended September 30, 2014, compared with $48,000 and $165,000, respectively, for the same periods in 2013. | |||||||||||||||||
Stock Options – Employees and Directors | |||||||||||||||||
We measure and recognize compensation expense for all share-based payment awards made to employees and directors based on estimated fair values on the date of grant. We estimate the fair value of share-based payment awards using the Black-Scholes option-pricing model. The value of the portion of the award that is ultimately expected to vest is recognized as expense over the requisite service periods in the condensed consolidated statements of operations. | |||||||||||||||||
Share-based compensation expense recognized for employees and directors for the three and nine months ended September 30, 2014 amounted to $11,000 and $34,000, compared with $47,000 and $141,000, respectively, for the same periods in 2013. | |||||||||||||||||
Share-based compensation expense recognized in our condensed consolidated statements of operations for the three and nine months ended September 30, 2014 and 2013, includes compensation expense for share-based payment awards granted prior to, but not yet vested, as of January 1, 2006, based on the grant date fair value estimated in accordance with the pro-forma provisions of Statement of Financial Accounting Standards (“SFAS”) 123, and for the share-based payment awards granted subsequent to January 1, 2006 based on the grant date fair value estimated in accordance with the provisions of the Accounting Standards Codification (“ASC”) 718. For share-based awards issued to employees and directors, share-based compensation is attributed to expense using the straight-line single option method. Share-based compensation expense recognized in our condensed consolidated statements of operations for the three and nine months ended September 30, 2014 and 2013, is based on awards ultimately expected to vest, reduced for estimated forfeitures. Accounting rules for stock options require forfeitures to be estimated at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates. | |||||||||||||||||
During the three and nine months ended September 30, 2014 and 2013, there were no options granted to employees. Employee and director stock option activity for the three and nine months ended September 30, 2014 are as follows: | |||||||||||||||||
Weighted Avg. | |||||||||||||||||
Shares | Exercise Price | ||||||||||||||||
Balance December 31, 2013 | 461,000 | $ | 19.69 | ||||||||||||||
Granted | - | $ | - | ||||||||||||||
Cancelled | - | $ | - | ||||||||||||||
Balance March 31, 2014 | 461,000 | $ | 19.69 | ||||||||||||||
Granted | - | $ | - | ||||||||||||||
Cancelled | (83,000 | ) | $ | 20.15 | |||||||||||||
Balance June 30, 2014 | 378,000 | $ | 19.59 | ||||||||||||||
Granted | - | $ | - | ||||||||||||||
Cancelled | - | $ | - | ||||||||||||||
Balance September 30, 2014 | 378,000 | $ | 19.59 | ||||||||||||||
The expected volatility assumptions have been based on the historical and expected volatility of our stock, measured over a period generally commensurate with the expected term. The weighted average expected option term for the three and nine months ended September 30, 2014 and 2013, reflects the application of the simplified method prescribed in SEC Staff Accounting Bulletin (“SAB”) No. 107 (as amended by SAB 110), which defines the life as the average of the contractual term of the options and the weighted average vesting period for all option tranches. | |||||||||||||||||
As of September 30, 2014, there was $11,000 of total unrecognized compensation cost related to non-vested share-based compensation arrangements granted under the Plan. That cost is expected to be recognized over a weighted-average period of approximately 0.31 years. | |||||||||||||||||
Stock Options and Warrants – Non-employees | |||||||||||||||||
We account for the issuance of options and warrants for services from non-employees by estimating the fair value of warrants issued using the Black-Scholes pricing model. This model’s calculations include the option or warrant exercise price, the market price of shares on grant date, the weighted average risk-free interest rate, the expected life of the option or warrant, and the expected volatility of our stock and the expected dividends. | |||||||||||||||||
For options and warrants issued as compensation to non-employees for services that are fully vested and non-forfeitable at the time of issuance, the estimated value is recorded in equity and expensed when the services are performed and benefit is received. For unvested shares, the change in fair value during the period is recognized in expense using the graded vesting method. | |||||||||||||||||
There were no options issued to non-employees for the three and nine months ended September 30, 2014 and 2013, respectively. Share-based compensation expense relating to stock options and warrants recognized for non-employees was $2,000 and $5,000 for the three and nine months ended September 30, 2014, and $1,000 and $23,000 for the three and nine months ended September 30, 2013, respectively. | |||||||||||||||||
Non-employee stock option activity for the three and nine months ended September 30, 2014, are as follows: | |||||||||||||||||
Weighted Avg. | |||||||||||||||||
Shares | Exercise Price | ||||||||||||||||
Balance December 31, 2013 | 21,000 | $ | 28.4 | ||||||||||||||
Granted | - | $ | - | ||||||||||||||
Cancelled | - | $ | - | ||||||||||||||
Balance March 31, 2014 | 21,000 | $ | 28.4 | ||||||||||||||
Granted | - | $ | - | ||||||||||||||
Cancelled | - | $ | - | ||||||||||||||
Balance June 30, 2014 | 21,000 | $ | 28.4 | ||||||||||||||
Granted | - | $ | - | ||||||||||||||
Cancelled | - | $ | - | ||||||||||||||
Balance September 30, 2014 | 21,000 | $ | 28.4 | ||||||||||||||
Common Stock | |||||||||||||||||
In September 2014, we entered into securities purchase agreements (the “September Agreements”) with several investors, relating to the sale and issuance of an aggregate of 750,000 shares of common stock for aggregate gross proceeds of approximately $1.5 million (the “September Offering”). | |||||||||||||||||
In May 2014, we entered into securities purchase agreements (the “May Agreements”) with several investors, including Crede CG III, Ltd. (“Crede”), an affiliate of Terren S. Peizer, Chairman and Chief Executive Officer of the Company, and Shamus, LLC (“Shamus”), a company owned by David E. Smith, a member of the Company’s board of directors, relating to the sale and issuance of an aggregate of 2,586,210 shares of common stock and warrants (the “May Warrants”) to purchase an aggregate of 2,586,210 shares of common stock at an exercise price of $0.58 per share for aggregate gross proceeds of approximately $1.5 million (the “May Offering”). The May Agreements provide that in the event that we effectuate a Reverse Split and the VWAP Period declines from the closing price on the trading date immediately prior to the effective date of the Reverse Split, that we shall issue the Adjustment Shares to the investors. | |||||||||||||||||
In January 2014, we entered into securities purchase agreements (the “January Agreements”) with several investors, including Crede, relating to the sale and issuance of an aggregate of 1,724,141 shares of common stock and warrants (the “January Warrants”) to purchase an aggregate of 1,724,141 shares of common stock at an exercise price of $0.58 per share for aggregate gross proceeds of approximately $1.0 million (the “January Offering”). The January Agreements provide that in the event that we effectuate a Reverse Split and the VWAP Period declines from the closing price on the trading date immediately prior to the effective date of the Reverse Split, that we shall issue the Adjustment Shares to the investors. | |||||||||||||||||
There were 55,000 and 255,000 shares of common stock issued in exchange for consulting services or settlement of claims during the three and nine months ended September 30, 2014. There were no shares of common stock issued in exchange for various services or settlement of claims during the three and nine months ended September 30, 2013. The costs associated with shares issued for services are being amortized the related expense on a straight-line basis over the related service periods. For the three and nine months ended September 30, 2014, share-based compensation expense relating to all common stock issued for consulting services was $110,000 and $350,000, compared with $1,000 and $23,000 for the same periods in 2013, respectively. | |||||||||||||||||
Income Taxes | |||||||||||||||||
We have recorded a full valuation allowance against our otherwise recognizable deferred tax assets as of September 30, 2014. As such, we have not recorded a provision for income tax for the period ended September 30, 2014. We utilize the liability method of accounting for income taxes as set forth in ASC 740, Income Taxes. Under the liability method, deferred taxes are determined based on the temporary differences between the financial statement and tax basis of assets and liabilities using tax rates expected to be in effect during the years in which the basis differences reverse. A valuation allowance is recorded when it is more likely than not that some of the deferred tax assets will not be realized. In determining the need for valuation allowances, we consider projected future taxable income and the availability of tax planning strategies. After evaluating all positive and negative historical and perspective evidences, management has determined it is more likely than not that our deferred tax assets will not be realized. | |||||||||||||||||
We assess our income tax positions and record tax benefits for all years subject to examination based upon our evaluation of the facts, circumstances and information available at the reporting date. For those tax positions where there is a greater than 50% likelihood that a tax benefit will be sustained, we have recorded the largest amount of tax benefit that may potentially be realized upon ultimate settlement with a taxing authority that has full knowledge of all relevant information. For those income tax positions where there is less than 50% likelihood that a tax benefit will be sustained, no tax benefit has been recognized in the financial statements. Based on management's assessment of the facts, circumstances and information available, management has determined that all of the tax benefits for the period ended September 30, 2014 should be realized. | |||||||||||||||||
Fair Value Measurements | |||||||||||||||||
Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Assets and liabilities recorded at fair value in the condensed consolidated balance sheets are categorized based upon the level of judgment associated with the inputs used to measure fair value. The fair value hierarchy distinguishes between (1) market participant assumptions developed based on market data obtained from independent sources (observable inputs) and (2) an entity’s own assumptions about market participant assumptions developed based on the best information available in the circumstances (unobservable inputs). The fair value hierarchy consists of three broad levels, which gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level I) and the lowest priority to unobservable inputs (Level III). The three levels of the fair value hierarchy are described below: | |||||||||||||||||
Level Input: | Input Definition: | ||||||||||||||||
Level I | Inputs are unadjusted, quoted prices for identical assets or liabilities in active markets at the measurement date. | ||||||||||||||||
Level II | Inputs, other than quoted prices included in Level I, that are observable for the asset or liability through corroboration with market data at the measurement date. | ||||||||||||||||
Level III | Unobservable inputs that reflect management’s best estimate of what market participants would use in pricing the asset or liability at the measurement date. | ||||||||||||||||
The following table summarizes fair value measurements by level at September 30, 2014 for assets and liabilities measured at fair value: | |||||||||||||||||
2014 | |||||||||||||||||
(Dollars in thousands) | Level I | Level II | Level III | Total | |||||||||||||
Certificates of deposit | $ | 122 | $ | - | $ | - | $ | 122 | |||||||||
Total assets | $ | 122 | $ | - | $ | - | $ | 122 | |||||||||
Warrant liabilities | $ | - | $ | - | $ | 40,196 | $ | 40,196 | |||||||||
Total liabilities | $ | - | $ | - | $ | 40,196 | $ | 40,196 | |||||||||
Financial instruments classified as Level III in the fair value hierarchy as of September 30, 2014, represent our liabilities measured at market value on a recurring basis which include warrant liabilities resulting from recent debt and equity financings. In accordance with current accounting rules, the warrant liabilities are being marked-to-market each quarter-end until they are completely settled. The warrants are valued using the Black-Scholes option-pricing model, using both observable and unobservable inputs and assumptions consistent with those used in our estimate of fair value of employee stock options. See Warrant Liabilities below. | |||||||||||||||||
The following table summarizes our fair value measurements using significant Level III inputs, and changes therein, for the three and nine months ended September 30, 2014: | |||||||||||||||||
Level III | |||||||||||||||||
Warrant | |||||||||||||||||
(Dollars in thousands) | Liabilities | ||||||||||||||||
Balance as of December 31, 2013 | $ | 16,347 | |||||||||||||||
Issuance of warrants | 2,310 | ||||||||||||||||
Change in fair value | (5,101 | ) | |||||||||||||||
Balance as of March 31, 2014 | $ | 13,556 | |||||||||||||||
Issuance (exercise) of warrants, net | 2,871 | ||||||||||||||||
Change in fair value | 25,493 | ||||||||||||||||
Balance as of June 30, 2014 | $ | 41,920 | |||||||||||||||
Issuance (exercise) of warrants, net | (327 | ) | |||||||||||||||
Expiration of warrants | (44 | ) | |||||||||||||||
Change in fair value | (1,353 | ) | |||||||||||||||
Balance as of September 30, 2014 | $ | 40,196 | |||||||||||||||
Intangible Assets | |||||||||||||||||
As of September 30, 2014, the gross and net carrying amounts of intangible assets that are subject to amortization are as follows: | |||||||||||||||||
Gross | Amortization | ||||||||||||||||
(In thousands) | Carrying | Accumulated | Net | Period | |||||||||||||
Amount | Amortization | Balance | (in years) | ||||||||||||||
Intellectual property | $ | 519 | $ | (414 | ) | $ | 105 | 7 | |||||||||
During the three and nine months ended September 30, 2014, we did not acquire any new intangible assets and at September 30, 2014, all of our intangible assets consisted of intellectual property, which is not subject to renewal or extension. We had no intangible impairment for the three and nine months ended September 30, 2014 or 2013. | |||||||||||||||||
Additionally, it is important to note that our overall business model, business operations and future prospects of our business have not changed materially since we performed the reviews and analysis noted above, with the exception of the timing, and annualized amounts of expected revenue. | |||||||||||||||||
Estimated remaining amortization expense for intangible assets for the current year and each of the next five years ending December 31 is as follows: | |||||||||||||||||
(In thousands) | |||||||||||||||||
Year | Amount | ||||||||||||||||
2014 (3 months) | $ | 4 | |||||||||||||||
2015 | $ | 16 | |||||||||||||||
2016 | $ | 16 | |||||||||||||||
2017 | $ | 16 | |||||||||||||||
2018 | $ | 16 | |||||||||||||||
Property and Equipment | |||||||||||||||||
Property and equipment are stated at cost, less accumulated depreciation. Additions and improvements to property and equipment are capitalized at cost. Expenditures for maintenance and repairs are charged to expense as incurred. Depreciation is computed using the straight-line method over the estimated useful lives of the related assets, which range from two to seven years for furniture and equipment. Leasehold improvements are amortized over the lesser of the estimated useful lives of the assets or the related lease term, which is typically five to seven years. | |||||||||||||||||
Warrant Liabilities | |||||||||||||||||
In May 2014, we entered into the May Agreements with several investors relating to the sale and issuance of an aggregate of 2,586,210 shares of common stock and warrants to purchase an aggregate of 2,586,210 shares of common stock at an exercise price of $0.58 per share for aggregate gross proceeds of approximately $1.5 million. The May Agreements provide that in the event that we effectuate a Reverse Split and the VWAP period declines from the closing price on the trading date immediately prior to the effective date of the Reverse Split, that we shall issue the Adjustment Shares to the investors. | |||||||||||||||||
The May Warrants expire in May 2019, and contain anti-dilution provisions. As a result, if we, in the future, issue or grant any rights to purchase any of our common stock, or other securities convertible into our common stock, for a per share price less than the exercise price of the May Warrants, the exercise price of the May Warrants will be reduced to such lower price, subject to customary exceptions. In the event that Adjustment Shares are issued, the number of shares that may be purchased under the May Warrants shall be increased by an amount equal to the Adjustment Shares. In addition, the exercise price is subject to adjustment in the event that the VWAP during the VWAP period is less than the exercise price prior to the VWAP Period. | |||||||||||||||||
In January 2014, we entered into the January Agreements with several investors relating to the sale and issuance of an aggregate of 1,724,141 shares of common stock and warrants to purchase an aggregate of 1,724,141 shares of common stock at an exercise price of $0.58 per share for aggregate gross proceeds of approximately $1.0 million. The January Agreements provide that in the event that we effectuate a Reverse Split and the VWAP period declines from the closing price on the trading date immediately prior to the effective date of the Reverse Split, that we shall issue the Adjustment Shares to the investors. | |||||||||||||||||
The January Warrants expire in January 2019, and contain anti-dilution provisions. As a result, if we, in the future, issue or grant any rights to purchase any of our common stock, or other securities convertible into our common stock, for a per share price less than the exercise price of the January Warrants, the exercise price of the January Warrants will be reduced to such lower price, subject to customary exceptions. In the event that Adjustment Shares are issued, the number of shares that may be purchased under the January Warrants shall be increased by an amount equal to the Adjustment Shares. In addition, the exercise price is subject to adjustment in the event that the VWAP during the VWAP period is less than the exercise price prior to the VWAP Period. | |||||||||||||||||
We have issued warrants to purchase common stock in July 2010, October 2010, November 2010, December 2011, February 2012, April 2012, May 2012, September 2012, December 2012, April 2013, October 2013, January 2014, and May 2014. The warrants are being accounted for as liabilities in accordance with FASB accounting rules, due to provisions in some warrants that protect the holders from declines in our stock price and a requirement to deliver registered shares upon exercise of the warrants, which is considered outside our control. The warrants are marked-to-market each reporting period, using the Black-Scholes pricing model, until they are completely settled or expire. | |||||||||||||||||
For the three and nine months ended September 30, 2014, we recognized a non-operating gain of $1.4 million and a non-operating loss of $19.0 million, respectively, compared with a non-operating gain of $2.2 million and $2.6 million for the same periods in 2013, respectively, related to the revaluation of our warrant liabilities. | |||||||||||||||||
Recently Issued or Newly Adopted Accounting Standards | |||||||||||||||||
In August 2014, the FASB issued FASB ASU 2014-15, Presentation of Financial Statements—Going Concern (Subtopic 205-40): Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern, (“ASU 2014-15”). ASU 2014-15 changes to the disclosure of uncertainties about an entity’s ability to continue as a going concern. Under U.S. GAAP, continuation of a reporting entity as a going concern is presumed as the basis for preparing financial statements unless and until the entity’s liquidation becomes imminent. Even if an entity’s liquidation is not imminent, there may be conditions or events that raise substantial doubt about the entity’s ability to continue as a going concern. Because there is no guidance in U.S. GAAP about management’s responsibility to evaluate whether there is substantial doubt about an entity’s ability to continue as a going concern or to provide related note disclosures, there is diversity in practice whether, when, and how an entity discloses the relevant conditions and events in its financial statements. As a result, these changes require an entity’s management to evaluate whether there are conditions or events, considered in the aggregate, that raise substantial doubt about the entity’s ability to continue as a going concern within one year after the date that financial statements are issued. Substantial doubt is defined as an indication that it is probable that an entity will be unable to meet its obligations as they become due within one year after the date that financial statements are issued. If management has concluded that substantial doubt exists, then the following disclosures should be made in the financial statements: (i) principal conditions or events that raised the substantial doubt, (ii) management’s evaluation of the significance of those conditions or events in relation to the entity’s ability to meet its obligations, (iii) management’s plans that alleviated the initial substantial doubt or, if substantial doubt was not alleviated, management’s plans that are intended to at least mitigate the conditions or events that raise substantial doubt, and (iv) if the latter in (iii) is disclosed, an explicit statement that there is substantial doubt about the entity’s ability to continue as a going concern. ASU 2014-15 is effective for periods beginning after December 15, 2016. The adoption of ASU 2013-15 will not have a material effect on our consolidated financial position or results of operations. |
Note_3_Discontinued_Operations
Note 3 - Discontinued Operations | 9 Months Ended | ||||||||||||||||
Sep. 30, 2014 | |||||||||||||||||
Discontinued Operations and Disposal Groups [Abstract] | ' | ||||||||||||||||
Disposal Groups, Including Discontinued Operations, Disclosure [Text Block] | ' | ||||||||||||||||
Note 3. Discontinued Operations | |||||||||||||||||
We elected to discontinue our license and management fees segment. We shut down the operations effective April 1, 2014, and all of the assets were absorbed by the Company. The revenues and expenses of discontinued operations for the three and nine months ended September 30, 2014 and 2013, are as follows: | |||||||||||||||||
Three months ended | Nine months ended | ||||||||||||||||
September 30, | September 30, | ||||||||||||||||
(unaudited) | (unaudited) | ||||||||||||||||
(in thousands) | 2014 | 2013 | 2014 | 2013 | |||||||||||||
Revenues | $ | - | $ | 21 | $ | 25 | $ | 83 | |||||||||
Expenses | |||||||||||||||||
Cost of license and management services | $ | - | $ | 59 | $ | 55 | $ | 174 | |||||||||
General and administrative expenses | |||||||||||||||||
Salaries and benefits | - | 114 | 96 | 358 | |||||||||||||
Other expenses | - | 55 | 83 | 173 | |||||||||||||
Depreciation and amortization | - | 35 | 4 | 113 | |||||||||||||
Total expenses | $ | - | $ | 263 | $ | 238 | $ | 818 | |||||||||
Gain (loss) from discontinued operations | $ | - | $ | (242 | ) | $ | (213 | ) | $ | (735 | ) | ||||||
The carrying amount of the assets and liabilities of discontinued operations, were as follows: | |||||||||||||||||
(audited) | |||||||||||||||||
30-Sep | December 31, | ||||||||||||||||
(in thousands) | 2014 | 2013 | |||||||||||||||
Cash and cash equivalents | $ | 1 | $ | 24 | |||||||||||||
Receivables, net | - | 24 | |||||||||||||||
Total assets | $ | 1 | $ | 48 | |||||||||||||
Accounts payable | - | 25 | |||||||||||||||
Intercompany Payable | 18 | 13,119 | |||||||||||||||
Total liabilities | $ | 18 | $ | 13,144 | |||||||||||||
Net assets (liabilities) of discontinued operations | $ | (17 | ) | $ | (13,096 | ) | |||||||||||
Note_4_Related_Party_Disclosur
Note 4 - Related Party Disclosure | 9 Months Ended |
Sep. 30, 2014 | |
Related Party Transactions [Abstract] | ' |
Related Party Transactions Disclosure [Text Block] | ' |
Note 4. Related Party Disclosure | |
In December 2010, we entered into a three-year sublease agreement with Xoftek, Inc., an affiliate of our Chairman and Chief Executive Officer, to sublease approximately one-third of our office space for a three-year term for a monthly rent of approximately $11,000 per month. The related party receivable as of September 30, 2014 and December 31, 2013 was $0 and $115,000, respectively. This is net of an offset against this receivable of $0 and $186,000 payable to our Chairman and Chief Executive Officer at September 30, 2014 and December 31, 2013, respectively. We have offset approximately $382,000 in payables due to our Chairman and Chief Executive Officer as of September 30, 2014. | |
Crede, an affiliate of our Chairman and Chief Executive Officer, participated in our January 2014 and May 2014 Offerings. Crede received approximately 3,662,932 shares of our common stock and warrants to purchase an aggregate 3,662,932 shares of common stock at a price of $0.58 per share, for gross proceeds of approximately $2.1 million. | |
Shamus, a company owned by David E. Smith, a member of the Company’s board of directors, participated in our May 2014 Offering. Shamus received approximately 344,828 shares of our common stock and warrants to purchase an aggregate 344,828 shares of common stock at a price of $0.58 per share, for gross proceeds of approximately $200,000. |
Note_5_Other_IncomeWriteoff_of
Note 5 - Other Income/Write-off of Liabilities | 9 Months Ended |
Sep. 30, 2014 | |
Other Income Write Offof Liabilities [Abstract] | ' |
Other Income Write Offof Liabilities [Text Block] | ' |
Note 5. Other Income/Write-off of Liabilities | |
During the quarter ended June 30, 2014, the statute on a research contract, initially entered into in 2005 and amended and breached in 2010 expired in accordance with Section 337 of the California Code of Civil Procedures. Accordingly, we wrote off all balances included in accounts payable and accrued liabilities on our books relating to this contract. The amount recorded to Other Income was approximately $0 and $1.2 million for the three and nine months ended September 30, 2014, respectively. |
Accounting_Policies_by_Policy_
Accounting Policies, by Policy (Policies) | 9 Months Ended | ||||||||||||||||
Sep. 30, 2014 | |||||||||||||||||
Accounting Policies [Abstract] | ' | ||||||||||||||||
Revenue Recognition, Policy [Policy Text Block] | ' | ||||||||||||||||
Revenue Recognition | |||||||||||||||||
Our Catasys contracts are generally designed to provide cash fees to us on a monthly basis based on enrolled members. To the extent our contracts may include a minimum performance guarantee, we reserve a portion of the monthly fees that may be at risk until the performance measurement period is completed. To the extent we receive case rates that are not subject to the performance guarantees, we recognize the case rate ratably over twelve months. | |||||||||||||||||
Cost of Sales, Policy [Policy Text Block] | ' | ||||||||||||||||
Cost of Services | |||||||||||||||||
Cost of healthcare services consists primarily of salaries related to our care coaches, healthcare provider claims payments, and fees charged by our third party administrators for processing these claims. Healthcare services cost of services is recognized in the period in which an eligible member receives services. We contract with doctors and licensed behavioral healthcare professionals, on a fee-for-services basis. We determine that a member has received services when we receive a claim or, in the absence of a claim, by utilizing member data recorded in the OnTrakTM database within the contracted timeframe, with all required billing elements correctly completed by the service provider. | |||||||||||||||||
Cash and Cash Equivalents, Policy [Policy Text Block] | ' | ||||||||||||||||
Cash Equivalents and Concentration of Credit Risk | |||||||||||||||||
We consider all highly liquid investments with an original maturity of three months or less to be cash equivalents. Financial instruments that potentially subject us to a concentration of credit risk consist of cash and cash equivalents, and accounts receivable. Cash is deposited with what we believe are highly credited, quality financial institutions. The deposited cash may exceed Federal Deposit Insurance Corporation (“FDIC”) insured limits. At September 30, 2014, cash and cash equivalents exceeding federally insured limits totaled $1.3 million. | |||||||||||||||||
For the nine months ended September 30, 2014, two customers accounted for approximately 53% of revenues and three customers accounted for approximately 90% of accounts receivable. | |||||||||||||||||
Earnings Per Share, Policy [Policy Text Block] | ' | ||||||||||||||||
Basic and Diluted Income (Loss) per Share | |||||||||||||||||
Basic income (loss) per share is computed by dividing the net income (loss) to common stockholders for the period by the weighted average number of common shares outstanding during the period. Diluted income (loss) per share is computed by dividing the net income (loss) for the period by the weighted average number of common and dilutive common equivalent shares outstanding during the period. | |||||||||||||||||
Common equivalent shares, consisting of 22,112,493 incremental common shares for the three and nine months ended September 30, 2014, issuable upon the exercise of stock options and warrants have been excluded from the diluted earnings per share calculation as their effect is anti-dilutive. | |||||||||||||||||
Common equivalent shares, consisting of 5,077,669 incremental common shares for the three months ended September 30, 2013, issuable upon the exercise of stock options and warrants have been included in the diluted earnings per share calculation. These shares have not been included for the nine months ended September 2013 because their effect is anti-dilutive. | |||||||||||||||||
Three Months Ended | Nine Months Ended | ||||||||||||||||
30-Sep | 30-Sep | ||||||||||||||||
(in thousands, except per share amounts) | 2014 | 2013 | 2014 | 2013 | |||||||||||||
Numerator | |||||||||||||||||
Net income (loss) from continuing operations | $ | (210 | ) | $ | 922 | $ | (25,305 | ) | $ | (2,446 | ) | ||||||
Net income (loss) from discontinued operations | $ | - | $ | (242 | ) | $ | (213 | ) | $ | (735 | ) | ||||||
Net income (loss) | $ | (210 | ) | $ | 680 | $ | (25,518 | ) | $ | (3,181 | ) | ||||||
Denominator | |||||||||||||||||
Weighted-average common shares outstanding | 23,513 | 14,286 | 21,569 | 13,429 | |||||||||||||
Shares used in calculation - basic | 23,513 | 14,286 | 21,569 | 13,429 | |||||||||||||
Shares issuable for stock options and warrants | - | 5,078 | - | - | |||||||||||||
Shares used in calculation - diluted | 23,513 | 19,364 | 21,569 | 13,429 | |||||||||||||
Net income (loss) per share from continuing operations | |||||||||||||||||
Basic | $ | (0.01 | ) | $ | 0.06 | $ | (1.17 | ) | $ | (0.18 | ) | ||||||
Diluted | $ | (0.01 | ) | $ | 0.05 | $ | (1.17 | ) | $ | (0.18 | ) | ||||||
Net income (loss) per share from discontinued operations | |||||||||||||||||
Basic | $ | - | $ | (0.02 | ) | $ | (0.01 | ) | $ | (0.05 | ) | ||||||
Diluted | $ | - | $ | (0.01 | ) | $ | (0.01 | ) | $ | (0.05 | ) | ||||||
Share-based Compensation, Option and Incentive Plans Policy [Policy Text Block] | ' | ||||||||||||||||
Share-Based Compensation | |||||||||||||||||
Our 2010 Stock Incentive Plan, as amended (the “Plan”), provides for the issuance of up to 1,825,000 shares of our common stock. Incentive stock options (ISOs) under Section 422A of the Internal Revenue Code and non-qualified options (NSOs) are authorized under the Plan. We have granted stock options to executive officers, employees, members of our board of directors, and certain outside consultants. The terms and conditions upon which options become exercisable vary among grants, but option rights expire no later than ten years from the date of grant and employee and board of director awards generally vest over three to five years. At September 30, 2014, we had 398,676 vested and unvested shares outstanding and 1,369,087 shares available for future awards under the Plan. | |||||||||||||||||
Share-based compensation expense attributable to continuing operations were $13,000 and $39,000 for the three and nine months ended September 30, 2014, compared with $48,000 and $165,000, respectively, for the same periods in 2013. | |||||||||||||||||
Stock Options – Employees and Directors | |||||||||||||||||
We measure and recognize compensation expense for all share-based payment awards made to employees and directors based on estimated fair values on the date of grant. We estimate the fair value of share-based payment awards using the Black-Scholes option-pricing model. The value of the portion of the award that is ultimately expected to vest is recognized as expense over the requisite service periods in the condensed consolidated statements of operations. | |||||||||||||||||
Share-based compensation expense recognized for employees and directors for the three and nine months ended September 30, 2014 amounted to $11,000 and $34,000, compared with $47,000 and $141,000, respectively, for the same periods in 2013. | |||||||||||||||||
Share-based compensation expense recognized in our condensed consolidated statements of operations for the three and nine months ended September 30, 2014 and 2013, includes compensation expense for share-based payment awards granted prior to, but not yet vested, as of January 1, 2006, based on the grant date fair value estimated in accordance with the pro-forma provisions of Statement of Financial Accounting Standards (“SFAS”) 123, and for the share-based payment awards granted subsequent to January 1, 2006 based on the grant date fair value estimated in accordance with the provisions of the Accounting Standards Codification (“ASC”) 718. For share-based awards issued to employees and directors, share-based compensation is attributed to expense using the straight-line single option method. Share-based compensation expense recognized in our condensed consolidated statements of operations for the three and nine months ended September 30, 2014 and 2013, is based on awards ultimately expected to vest, reduced for estimated forfeitures. Accounting rules for stock options require forfeitures to be estimated at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates. | |||||||||||||||||
During the three and nine months ended September 30, 2014 and 2013, there were no options granted to employees. Employee and director stock option activity for the three and nine months ended September 30, 2014 are as follows: | |||||||||||||||||
Weighted Avg. | |||||||||||||||||
Shares | Exercise Price | ||||||||||||||||
Balance December 31, 2013 | 461,000 | $ | 19.69 | ||||||||||||||
Granted | - | $ | - | ||||||||||||||
Cancelled | - | $ | - | ||||||||||||||
Balance March 31, 2014 | 461,000 | $ | 19.69 | ||||||||||||||
Granted | - | $ | - | ||||||||||||||
Cancelled | (83,000 | ) | $ | 20.15 | |||||||||||||
Balance June 30, 2014 | 378,000 | $ | 19.59 | ||||||||||||||
Granted | - | $ | - | ||||||||||||||
Cancelled | - | $ | - | ||||||||||||||
Balance September 30, 2014 | 378,000 | $ | 19.59 | ||||||||||||||
The expected volatility assumptions have been based on the historical and expected volatility of our stock, measured over a period generally commensurate with the expected term. The weighted average expected option term for the three and nine months ended September 30, 2014 and 2013, reflects the application of the simplified method prescribed in SEC Staff Accounting Bulletin (“SAB”) No. 107 (as amended by SAB 110), which defines the life as the average of the contractual term of the options and the weighted average vesting period for all option tranches. | |||||||||||||||||
As of September 30, 2014, there was $11,000 of total unrecognized compensation cost related to non-vested share-based compensation arrangements granted under the Plan. That cost is expected to be recognized over a weighted-average period of approximately 0.31 years. | |||||||||||||||||
Stock Options and Warrants – Non-employees | |||||||||||||||||
We account for the issuance of options and warrants for services from non-employees by estimating the fair value of warrants issued using the Black-Scholes pricing model. This model’s calculations include the option or warrant exercise price, the market price of shares on grant date, the weighted average risk-free interest rate, the expected life of the option or warrant, and the expected volatility of our stock and the expected dividends. | |||||||||||||||||
For options and warrants issued as compensation to non-employees for services that are fully vested and non-forfeitable at the time of issuance, the estimated value is recorded in equity and expensed when the services are performed and benefit is received. For unvested shares, the change in fair value during the period is recognized in expense using the graded vesting method. | |||||||||||||||||
There were no options issued to non-employees for the three and nine months ended September 30, 2014 and 2013, respectively. Share-based compensation expense relating to stock options and warrants recognized for non-employees was $2,000 and $5,000 for the three and nine months ended September 30, 2014, and $1,000 and $23,000 for the three and nine months ended September 30, 2013, respectively. | |||||||||||||||||
Non-employee stock option activity for the three and nine months ended September 30, 2014, are as follows: | |||||||||||||||||
Weighted Avg. | |||||||||||||||||
Shares | Exercise Price | ||||||||||||||||
Balance December 31, 2013 | 21,000 | $ | 28.4 | ||||||||||||||
Granted | - | $ | - | ||||||||||||||
Cancelled | - | $ | - | ||||||||||||||
Balance March 31, 2014 | 21,000 | $ | 28.4 | ||||||||||||||
Granted | - | $ | - | ||||||||||||||
Cancelled | - | $ | - | ||||||||||||||
Balance June 30, 2014 | 21,000 | $ | 28.4 | ||||||||||||||
Granted | - | $ | - | ||||||||||||||
Cancelled | - | $ | - | ||||||||||||||
Balance September 30, 2014 | 21,000 | $ | 28.4 | ||||||||||||||
Stockholders' Equity, Policy [Policy Text Block] | ' | ||||||||||||||||
Common Stock | |||||||||||||||||
In September 2014, we entered into securities purchase agreements (the “September Agreements”) with several investors, relating to the sale and issuance of an aggregate of 750,000 shares of common stock for aggregate gross proceeds of approximately $1.5 million (the “September Offering”). | |||||||||||||||||
In May 2014, we entered into securities purchase agreements (the “May Agreements”) with several investors, including Crede CG III, Ltd. (“Crede”), an affiliate of Terren S. Peizer, Chairman and Chief Executive Officer of the Company, and Shamus, LLC (“Shamus”), a company owned by David E. Smith, a member of the Company’s board of directors, relating to the sale and issuance of an aggregate of 2,586,210 shares of common stock and warrants (the “May Warrants”) to purchase an aggregate of 2,586,210 shares of common stock at an exercise price of $0.58 per share for aggregate gross proceeds of approximately $1.5 million (the “May Offering”). The May Agreements provide that in the event that we effectuate a Reverse Split and the VWAP Period declines from the closing price on the trading date immediately prior to the effective date of the Reverse Split, that we shall issue the Adjustment Shares to the investors. | |||||||||||||||||
In January 2014, we entered into securities purchase agreements (the “January Agreements”) with several investors, including Crede, relating to the sale and issuance of an aggregate of 1,724,141 shares of common stock and warrants (the “January Warrants”) to purchase an aggregate of 1,724,141 shares of common stock at an exercise price of $0.58 per share for aggregate gross proceeds of approximately $1.0 million (the “January Offering”). The January Agreements provide that in the event that we effectuate a Reverse Split and the VWAP Period declines from the closing price on the trading date immediately prior to the effective date of the Reverse Split, that we shall issue the Adjustment Shares to the investors. | |||||||||||||||||
There were 55,000 and 255,000 shares of common stock issued in exchange for consulting services or settlement of claims during the three and nine months ended September 30, 2014. There were no shares of common stock issued in exchange for various services or settlement of claims during the three and nine months ended September 30, 2013. The costs associated with shares issued for services are being amortized the related expense on a straight-line basis over the related service periods. For the three and nine months ended September 30, 2014, share-based compensation expense relating to all common stock issued for consulting services was $110,000 and $350,000, compared with $1,000 and $23,000 for the same periods in 2013, respectively. | |||||||||||||||||
Income Tax, Policy [Policy Text Block] | ' | ||||||||||||||||
Income Taxes | |||||||||||||||||
We have recorded a full valuation allowance against our otherwise recognizable deferred tax assets as of September 30, 2014. As such, we have not recorded a provision for income tax for the period ended September 30, 2014. We utilize the liability method of accounting for income taxes as set forth in ASC 740, Income Taxes. Under the liability method, deferred taxes are determined based on the temporary differences between the financial statement and tax basis of assets and liabilities using tax rates expected to be in effect during the years in which the basis differences reverse. A valuation allowance is recorded when it is more likely than not that some of the deferred tax assets will not be realized. In determining the need for valuation allowances, we consider projected future taxable income and the availability of tax planning strategies. After evaluating all positive and negative historical and perspective evidences, management has determined it is more likely than not that our deferred tax assets will not be realized. | |||||||||||||||||
We assess our income tax positions and record tax benefits for all years subject to examination based upon our evaluation of the facts, circumstances and information available at the reporting date. For those tax positions where there is a greater than 50% likelihood that a tax benefit will be sustained, we have recorded the largest amount of tax benefit that may potentially be realized upon ultimate settlement with a taxing authority that has full knowledge of all relevant information. For those income tax positions where there is less than 50% likelihood that a tax benefit will be sustained, no tax benefit has been recognized in the financial statements. Based on management's assessment of the facts, circumstances and information available, management has determined that all of the tax benefits for the period ended September 30, 2014 should be realized. | |||||||||||||||||
Fair Value of Financial Instruments, Policy [Policy Text Block] | ' | ||||||||||||||||
Fair Value Measurements | |||||||||||||||||
Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Assets and liabilities recorded at fair value in the condensed consolidated balance sheets are categorized based upon the level of judgment associated with the inputs used to measure fair value. The fair value hierarchy distinguishes between (1) market participant assumptions developed based on market data obtained from independent sources (observable inputs) and (2) an entity’s own assumptions about market participant assumptions developed based on the best information available in the circumstances (unobservable inputs). The fair value hierarchy consists of three broad levels, which gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level I) and the lowest priority to unobservable inputs (Level III). The three levels of the fair value hierarchy are described below: | |||||||||||||||||
Level Input: | Input Definition: | ||||||||||||||||
Level I | Inputs are unadjusted, quoted prices for identical assets or liabilities in active markets at the measurement date. | ||||||||||||||||
Level II | Inputs, other than quoted prices included in Level I, that are observable for the asset or liability through corroboration with market data at the measurement date. | ||||||||||||||||
Level III | Unobservable inputs that reflect management’s best estimate of what market participants would use in pricing the asset or liability at the measurement date. | ||||||||||||||||
The following table summarizes fair value measurements by level at September 30, 2014 for assets and liabilities measured at fair value: | |||||||||||||||||
2014 | |||||||||||||||||
(Dollars in thousands) | Level I | Level II | Level III | Total | |||||||||||||
Certificates of deposit | $ | 122 | $ | - | $ | - | $ | 122 | |||||||||
Total assets | $ | 122 | $ | - | $ | - | $ | 122 | |||||||||
Warrant liabilities | $ | - | $ | - | $ | 40,196 | $ | 40,196 | |||||||||
Total liabilities | $ | - | $ | - | $ | 40,196 | $ | 40,196 | |||||||||
Financial instruments classified as Level III in the fair value hierarchy as of September 30, 2014, represent our liabilities measured at market value on a recurring basis which include warrant liabilities resulting from recent debt and equity financings. In accordance with current accounting rules, the warrant liabilities are being marked-to-market each quarter-end until they are completely settled. The warrants are valued using the Black-Scholes option-pricing model, using both observable and unobservable inputs and assumptions consistent with those used in our estimate of fair value of employee stock options. See Warrant Liabilities below. | |||||||||||||||||
The following table summarizes our fair value measurements using significant Level III inputs, and changes therein, for the three and nine months ended September 30, 2014: | |||||||||||||||||
Level III | |||||||||||||||||
Warrant | |||||||||||||||||
(Dollars in thousands) | Liabilities | ||||||||||||||||
Balance as of December 31, 2013 | $ | 16,347 | |||||||||||||||
Issuance of warrants | 2,310 | ||||||||||||||||
Change in fair value | (5,101 | ) | |||||||||||||||
Balance as of March 31, 2014 | $ | 13,556 | |||||||||||||||
Issuance (exercise) of warrants, net | 2,871 | ||||||||||||||||
Change in fair value | 25,493 | ||||||||||||||||
Balance as of June 30, 2014 | $ | 41,920 | |||||||||||||||
Issuance (exercise) of warrants, net | (327 | ) | |||||||||||||||
Expiration of warrants | (44 | ) | |||||||||||||||
Change in fair value | (1,353 | ) | |||||||||||||||
Balance as of September 30, 2014 | $ | 40,196 | |||||||||||||||
Goodwill and Intangible Assets, Policy [Policy Text Block] | ' | ||||||||||||||||
Intangible Assets | |||||||||||||||||
As of September 30, 2014, the gross and net carrying amounts of intangible assets that are subject to amortization are as follows: | |||||||||||||||||
Gross | Amortization | ||||||||||||||||
(In thousands) | Carrying | Accumulated | Net | Period | |||||||||||||
Amount | Amortization | Balance | (in years) | ||||||||||||||
Intellectual property | $ | 519 | $ | (414 | ) | $ | 105 | 7 | |||||||||
During the three and nine months ended September 30, 2014, we did not acquire any new intangible assets and at September 30, 2014, all of our intangible assets consisted of intellectual property, which is not subject to renewal or extension. We had no intangible impairment for the three and nine months ended September 30, 2014 or 2013. | |||||||||||||||||
Additionally, it is important to note that our overall business model, business operations and future prospects of our business have not changed materially since we performed the reviews and analysis noted above, with the exception of the timing, and annualized amounts of expected revenue. | |||||||||||||||||
Estimated remaining amortization expense for intangible assets for the current year and each of the next five years ending December 31 is as follows: | |||||||||||||||||
(In thousands) | |||||||||||||||||
Year | Amount | ||||||||||||||||
2014 (3 months) | $ | 4 | |||||||||||||||
2015 | $ | 16 | |||||||||||||||
2016 | $ | 16 | |||||||||||||||
2017 | $ | 16 | |||||||||||||||
2018 | $ | 16 | |||||||||||||||
Property, Plant and Equipment, Policy [Policy Text Block] | ' | ||||||||||||||||
Property and Equipment | |||||||||||||||||
Property and equipment are stated at cost, less accumulated depreciation. Additions and improvements to property and equipment are capitalized at cost. Expenditures for maintenance and repairs are charged to expense as incurred. Depreciation is computed using the straight-line method over the estimated useful lives of the related assets, which range from two to seven years for furniture and equipment. Leasehold improvements are amortized over the lesser of the estimated useful lives of the assets or the related lease term, which is typically five to seven years. | |||||||||||||||||
Derivatives, Policy [Policy Text Block] | ' | ||||||||||||||||
Warrant Liabilities | |||||||||||||||||
In May 2014, we entered into the May Agreements with several investors relating to the sale and issuance of an aggregate of 2,586,210 shares of common stock and warrants to purchase an aggregate of 2,586,210 shares of common stock at an exercise price of $0.58 per share for aggregate gross proceeds of approximately $1.5 million. The May Agreements provide that in the event that we effectuate a Reverse Split and the VWAP period declines from the closing price on the trading date immediately prior to the effective date of the Reverse Split, that we shall issue the Adjustment Shares to the investors. | |||||||||||||||||
The May Warrants expire in May 2019, and contain anti-dilution provisions. As a result, if we, in the future, issue or grant any rights to purchase any of our common stock, or other securities convertible into our common stock, for a per share price less than the exercise price of the May Warrants, the exercise price of the May Warrants will be reduced to such lower price, subject to customary exceptions. In the event that Adjustment Shares are issued, the number of shares that may be purchased under the May Warrants shall be increased by an amount equal to the Adjustment Shares. In addition, the exercise price is subject to adjustment in the event that the VWAP during the VWAP period is less than the exercise price prior to the VWAP Period. | |||||||||||||||||
In January 2014, we entered into the January Agreements with several investors relating to the sale and issuance of an aggregate of 1,724,141 shares of common stock and warrants to purchase an aggregate of 1,724,141 shares of common stock at an exercise price of $0.58 per share for aggregate gross proceeds of approximately $1.0 million. The January Agreements provide that in the event that we effectuate a Reverse Split and the VWAP period declines from the closing price on the trading date immediately prior to the effective date of the Reverse Split, that we shall issue the Adjustment Shares to the investors. | |||||||||||||||||
The January Warrants expire in January 2019, and contain anti-dilution provisions. As a result, if we, in the future, issue or grant any rights to purchase any of our common stock, or other securities convertible into our common stock, for a per share price less than the exercise price of the January Warrants, the exercise price of the January Warrants will be reduced to such lower price, subject to customary exceptions. In the event that Adjustment Shares are issued, the number of shares that may be purchased under the January Warrants shall be increased by an amount equal to the Adjustment Shares. In addition, the exercise price is subject to adjustment in the event that the VWAP during the VWAP period is less than the exercise price prior to the VWAP Period. | |||||||||||||||||
We have issued warrants to purchase common stock in July 2010, October 2010, November 2010, December 2011, February 2012, April 2012, May 2012, September 2012, December 2012, April 2013, October 2013, January 2014, and May 2014. The warrants are being accounted for as liabilities in accordance with FASB accounting rules, due to provisions in some warrants that protect the holders from declines in our stock price and a requirement to deliver registered shares upon exercise of the warrants, which is considered outside our control. The warrants are marked-to-market each reporting period, using the Black-Scholes pricing model, until they are completely settled or expire. | |||||||||||||||||
For the three and nine months ended September 30, 2014, we recognized a non-operating gain of $1.4 million and a non-operating loss of $19.0 million, respectively, compared with a non-operating gain of $2.2 million and $2.6 million for the same periods in 2013, respectively, related to the revaluation of our warrant liabilities. | |||||||||||||||||
New Accounting Pronouncements, Policy [Policy Text Block] | ' | ||||||||||||||||
Recently Issued or Newly Adopted Accounting Standards | |||||||||||||||||
In August 2014, the FASB issued FASB ASU 2014-15, Presentation of Financial Statements—Going Concern (Subtopic 205-40): Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern, (“ASU 2014-15”). ASU 2014-15 changes to the disclosure of uncertainties about an entity’s ability to continue as a going concern. Under U.S. GAAP, continuation of a reporting entity as a going concern is presumed as the basis for preparing financial statements unless and until the entity’s liquidation becomes imminent. Even if an entity’s liquidation is not imminent, there may be conditions or events that raise substantial doubt about the entity’s ability to continue as a going concern. Because there is no guidance in U.S. GAAP about management’s responsibility to evaluate whether there is substantial doubt about an entity’s ability to continue as a going concern or to provide related note disclosures, there is diversity in practice whether, when, and how an entity discloses the relevant conditions and events in its financial statements. As a result, these changes require an entity’s management to evaluate whether there are conditions or events, considered in the aggregate, that raise substantial doubt about the entity’s ability to continue as a going concern within one year after the date that financial statements are issued. Substantial doubt is defined as an indication that it is probable that an entity will be unable to meet its obligations as they become due within one year after the date that financial statements are issued. If management has concluded that substantial doubt exists, then the following disclosures should be made in the financial statements: (i) principal conditions or events that raised the substantial doubt, (ii) management’s evaluation of the significance of those conditions or events in relation to the entity’s ability to meet its obligations, (iii) management’s plans that alleviated the initial substantial doubt or, if substantial doubt was not alleviated, management’s plans that are intended to at least mitigate the conditions or events that raise substantial doubt, and (iv) if the latter in (iii) is disclosed, an explicit statement that there is substantial doubt about the entity’s ability to continue as a going concern. ASU 2014-15 is effective for periods beginning after December 15, 2016. The adoption of ASU 2013-15 will not have a material effect on our consolidated financial position or results of operations. |
Note_2_Summary_of_Significant_1
Note 2 - Summary of Significant Accounting Policies (Tables) | 9 Months Ended | ||||||||||||||||
Sep. 30, 2014 | |||||||||||||||||
Note 2 - Summary of Significant Accounting Policies (Tables) [Line Items] | ' | ||||||||||||||||
Schedule of Earnings Per Share, Basic and Diluted [Table Text Block] | ' | ||||||||||||||||
Three Months Ended | Nine Months Ended | ||||||||||||||||
30-Sep | 30-Sep | ||||||||||||||||
(in thousands, except per share amounts) | 2014 | 2013 | 2014 | 2013 | |||||||||||||
Numerator | |||||||||||||||||
Net income (loss) from continuing operations | $ | (210 | ) | $ | 922 | $ | (25,305 | ) | $ | (2,446 | ) | ||||||
Net income (loss) from discontinued operations | $ | - | $ | (242 | ) | $ | (213 | ) | $ | (735 | ) | ||||||
Net income (loss) | $ | (210 | ) | $ | 680 | $ | (25,518 | ) | $ | (3,181 | ) | ||||||
Denominator | |||||||||||||||||
Weighted-average common shares outstanding | 23,513 | 14,286 | 21,569 | 13,429 | |||||||||||||
Shares used in calculation - basic | 23,513 | 14,286 | 21,569 | 13,429 | |||||||||||||
Shares issuable for stock options and warrants | - | 5,078 | - | - | |||||||||||||
Shares used in calculation - diluted | 23,513 | 19,364 | 21,569 | 13,429 | |||||||||||||
Net income (loss) per share from continuing operations | |||||||||||||||||
Basic | $ | (0.01 | ) | $ | 0.06 | $ | (1.17 | ) | $ | (0.18 | ) | ||||||
Diluted | $ | (0.01 | ) | $ | 0.05 | $ | (1.17 | ) | $ | (0.18 | ) | ||||||
Net income (loss) per share from discontinued operations | |||||||||||||||||
Basic | $ | - | $ | (0.02 | ) | $ | (0.01 | ) | $ | (0.05 | ) | ||||||
Diluted | $ | - | $ | (0.01 | ) | $ | (0.01 | ) | $ | (0.05 | ) | ||||||
Schedule of Share-based Compensation, Stock Options, Activity [Table Text Block] | ' | ||||||||||||||||
Weighted Avg. | |||||||||||||||||
Shares | Exercise Price | ||||||||||||||||
Balance December 31, 2013 | 21,000 | $ | 28.4 | ||||||||||||||
Granted | - | $ | - | ||||||||||||||
Cancelled | - | $ | - | ||||||||||||||
Balance March 31, 2014 | 21,000 | $ | 28.4 | ||||||||||||||
Granted | - | $ | - | ||||||||||||||
Cancelled | - | $ | - | ||||||||||||||
Balance June 30, 2014 | 21,000 | $ | 28.4 | ||||||||||||||
Granted | - | $ | - | ||||||||||||||
Cancelled | - | $ | - | ||||||||||||||
Balance September 30, 2014 | 21,000 | $ | 28.4 | ||||||||||||||
Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis [Table Text Block] | ' | ||||||||||||||||
2014 | |||||||||||||||||
(Dollars in thousands) | Level I | Level II | Level III | Total | |||||||||||||
Certificates of deposit | $ | 122 | $ | - | $ | - | $ | 122 | |||||||||
Total assets | $ | 122 | $ | - | $ | - | $ | 122 | |||||||||
Warrant liabilities | $ | - | $ | - | $ | 40,196 | $ | 40,196 | |||||||||
Total liabilities | $ | - | $ | - | $ | 40,196 | $ | 40,196 | |||||||||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Table Text Block] | ' | ||||||||||||||||
Level III | |||||||||||||||||
Warrant | |||||||||||||||||
(Dollars in thousands) | Liabilities | ||||||||||||||||
Balance as of December 31, 2013 | $ | 16,347 | |||||||||||||||
Issuance of warrants | 2,310 | ||||||||||||||||
Change in fair value | (5,101 | ) | |||||||||||||||
Balance as of March 31, 2014 | $ | 13,556 | |||||||||||||||
Issuance (exercise) of warrants, net | 2,871 | ||||||||||||||||
Change in fair value | 25,493 | ||||||||||||||||
Balance as of June 30, 2014 | $ | 41,920 | |||||||||||||||
Issuance (exercise) of warrants, net | (327 | ) | |||||||||||||||
Expiration of warrants | (44 | ) | |||||||||||||||
Change in fair value | (1,353 | ) | |||||||||||||||
Balance as of September 30, 2014 | $ | 40,196 | |||||||||||||||
Schedule of Finite-Lived Intangible Assets [Table Text Block] | ' | ||||||||||||||||
Gross | Amortization | ||||||||||||||||
(In thousands) | Carrying | Accumulated | Net | Period | |||||||||||||
Amount | Amortization | Balance | (in years) | ||||||||||||||
Intellectual property | $ | 519 | $ | (414 | ) | $ | 105 | 7 | |||||||||
Schedule of Finite-Lived Intangible Assets, Future Amortization Expense [Table Text Block] | ' | ||||||||||||||||
(In thousands) | |||||||||||||||||
Year | Amount | ||||||||||||||||
2014 (3 months) | $ | 4 | |||||||||||||||
2015 | $ | 16 | |||||||||||||||
2016 | $ | 16 | |||||||||||||||
2017 | $ | 16 | |||||||||||||||
2018 | $ | 16 | |||||||||||||||
Employees and Directors [Member] | ' | ||||||||||||||||
Note 2 - Summary of Significant Accounting Policies (Tables) [Line Items] | ' | ||||||||||||||||
Schedule of Share-based Compensation, Stock Options, Activity [Table Text Block] | ' | ||||||||||||||||
Weighted Avg. | |||||||||||||||||
Shares | Exercise Price | ||||||||||||||||
Balance December 31, 2013 | 461,000 | $ | 19.69 | ||||||||||||||
Granted | - | $ | - | ||||||||||||||
Cancelled | - | $ | - | ||||||||||||||
Balance March 31, 2014 | 461,000 | $ | 19.69 | ||||||||||||||
Granted | - | $ | - | ||||||||||||||
Cancelled | (83,000 | ) | $ | 20.15 | |||||||||||||
Balance June 30, 2014 | 378,000 | $ | 19.59 | ||||||||||||||
Granted | - | $ | - | ||||||||||||||
Cancelled | - | $ | - | ||||||||||||||
Balance September 30, 2014 | 378,000 | $ | 19.59 |
Note_3_Discontinued_Operations1
Note 3 - Discontinued Operations (Tables) (License and Management Services [Member]) | 9 Months Ended | ||||||||||||||||
Sep. 30, 2014 | |||||||||||||||||
Income Statement Items [Member] | ' | ||||||||||||||||
Note 3 - Discontinued Operations (Tables) [Line Items] | ' | ||||||||||||||||
Schedule of Disposal Groups, Including Discontinued Operations, Income Statement, Balance Sheet and Additional Disclosures [Table Text Block] | ' | ||||||||||||||||
Three months ended | Nine months ended | ||||||||||||||||
September 30, | September 30, | ||||||||||||||||
(unaudited) | (unaudited) | ||||||||||||||||
(in thousands) | 2014 | 2013 | 2014 | 2013 | |||||||||||||
Revenues | $ | - | $ | 21 | $ | 25 | $ | 83 | |||||||||
Expenses | |||||||||||||||||
Cost of license and management services | $ | - | $ | 59 | $ | 55 | $ | 174 | |||||||||
General and administrative expenses | |||||||||||||||||
Salaries and benefits | - | 114 | 96 | 358 | |||||||||||||
Other expenses | - | 55 | 83 | 173 | |||||||||||||
Depreciation and amortization | - | 35 | 4 | 113 | |||||||||||||
Total expenses | $ | - | $ | 263 | $ | 238 | $ | 818 | |||||||||
Gain (loss) from discontinued operations | $ | - | $ | (242 | ) | $ | (213 | ) | $ | (735 | ) | ||||||
Balance Sheet Items [Member] | ' | ||||||||||||||||
Note 3 - Discontinued Operations (Tables) [Line Items] | ' | ||||||||||||||||
Schedule of Disposal Groups, Including Discontinued Operations, Income Statement, Balance Sheet and Additional Disclosures [Table Text Block] | ' | ||||||||||||||||
(audited) | |||||||||||||||||
30-Sep | December 31, | ||||||||||||||||
(in thousands) | 2014 | 2013 | |||||||||||||||
Cash and cash equivalents | $ | 1 | $ | 24 | |||||||||||||
Receivables, net | - | 24 | |||||||||||||||
Total assets | $ | 1 | $ | 48 | |||||||||||||
Accounts payable | - | 25 | |||||||||||||||
Intercompany Payable | 18 | 13,119 | |||||||||||||||
Total liabilities | $ | 18 | $ | 13,144 | |||||||||||||
Net assets (liabilities) of discontinued operations | $ | (17 | ) | $ | (13,096 | ) |
Note_1_Basis_of_Consolidation_1
Note 1 - Basis of Consolidation, Presentation and Going Concern (Details) (USD $) | 1 Months Ended | 9 Months Ended | |||||
Sep. 30, 2014 | 31-May-14 | Jan. 31, 2014 | Sep. 30, 2014 | Sep. 30, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | |
Disclosure Text Block [Abstract] | ' | ' | ' | ' | ' | ' | ' |
Cash and Cash Equivalents, at Carrying Value | $1,532,000 | ' | ' | $1,532,000 | $422,000 | $1,136,000 | $3,153,000 |
Working Capital Deficit | 1,500,000 | ' | ' | 1,500,000 | ' | ' | ' |
Proceeds from Issuance or Sale of Equity | 1,500,000 | 1,500,000 | 1,000,000 | ' | ' | ' | ' |
Net Cash Provided by (Used in) Operating Activities, Continuing Operations | ' | ' | ' | ($3,436,000) | ($3,653,000) | ' | ' |
Note_2_Summary_of_Significant_2
Note 2 - Summary of Significant Accounting Policies (Details) (USD $) | 1 Months Ended | 3 Months Ended | 9 Months Ended | ||||
Sep. 30, 2014 | 31-May-14 | Jan. 31, 2014 | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | |
Note 2 - Summary of Significant Accounting Policies (Details) [Line Items] | ' | ' | ' | ' | ' | ' | ' |
Cash and Cash Equivalents Uninsured Amount | $1,300,000 | ' | ' | $1,300,000 | ' | $1,300,000 | ' |
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount (in Shares) | ' | ' | ' | 22,112,493 | 5,077,669 | 22,112,493 | ' |
Allocated Share-based Compensation Expense | ' | ' | ' | 13,000 | 48,000 | 39,000 | 165,000 |
Proceeds from Issuance or Sale of Equity | 1,500,000 | 1,500,000 | 1,000,000 | ' | ' | ' | ' |
Stock Issued During Period, Shares, Issued for Services (in Shares) | ' | ' | ' | 55,000 | 0 | 255,000 | 0 |
Deferred Tax Assets, Valuation Allowance | ' | ' | ' | ' | 0 | ' | 0 |
Impairment of Intangible Assets, Finite-lived | ' | ' | ' | 0 | 0 | 0 | 0 |
September Agreements [Member] | ' | ' | ' | ' | ' | ' | ' |
Note 2 - Summary of Significant Accounting Policies (Details) [Line Items] | ' | ' | ' | ' | ' | ' | ' |
Stock Issued During Period, Shares, New Issues (in Shares) | 750,000 | ' | ' | ' | ' | ' | ' |
Furniture and Equipment [Member] | Minimum [Member] | ' | ' | ' | ' | ' | ' | ' |
Note 2 - Summary of Significant Accounting Policies (Details) [Line Items] | ' | ' | ' | ' | ' | ' | ' |
Property, Plant and Equipment, Useful Life | ' | ' | ' | ' | ' | '2 years | ' |
Furniture and Equipment [Member] | Maximum [Member] | ' | ' | ' | ' | ' | ' | ' |
Note 2 - Summary of Significant Accounting Policies (Details) [Line Items] | ' | ' | ' | ' | ' | ' | ' |
Property, Plant and Equipment, Useful Life | ' | ' | ' | ' | ' | '7 years | ' |
Leasehold Improvements [Member] | Minimum [Member] | ' | ' | ' | ' | ' | ' | ' |
Note 2 - Summary of Significant Accounting Policies (Details) [Line Items] | ' | ' | ' | ' | ' | ' | ' |
Property, Plant and Equipment, Useful Life | ' | ' | ' | ' | ' | '5 years | ' |
Leasehold Improvements [Member] | Maximum [Member] | ' | ' | ' | ' | ' | ' | ' |
Note 2 - Summary of Significant Accounting Policies (Details) [Line Items] | ' | ' | ' | ' | ' | ' | ' |
Property, Plant and Equipment, Useful Life | ' | ' | ' | ' | ' | '7 years | ' |
September Agreements [Member] | ' | ' | ' | ' | ' | ' | ' |
Note 2 - Summary of Significant Accounting Policies (Details) [Line Items] | ' | ' | ' | ' | ' | ' | ' |
Proceeds from Issuance or Sale of Equity | 1,500,000 | ' | ' | ' | ' | ' | ' |
May Agreements [Member] | ' | ' | ' | ' | ' | ' | ' |
Note 2 - Summary of Significant Accounting Policies (Details) [Line Items] | ' | ' | ' | ' | ' | ' | ' |
Stock Issued During Period, Shares, New Issues (in Shares) | ' | 2,586,210 | ' | ' | ' | ' | ' |
Proceeds from Issuance or Sale of Equity | ' | 1,500,000 | ' | ' | ' | ' | ' |
Class of Warrant or Right, Number of Securities Called by Warrants or Rights (in Shares) | ' | 2,586,210 | ' | ' | ' | ' | ' |
Class of Warrant or Right, Exercise Price of Warrants or Rights (in Dollars per share) | ' | $0.58 | ' | ' | ' | ' | ' |
January Agreements [Member] | ' | ' | ' | ' | ' | ' | ' |
Note 2 - Summary of Significant Accounting Policies (Details) [Line Items] | ' | ' | ' | ' | ' | ' | ' |
Stock Issued During Period, Shares, New Issues (in Shares) | ' | ' | 1,724,141 | ' | ' | ' | ' |
Proceeds from Issuance or Sale of Equity | ' | ' | 1,000,000 | ' | ' | ' | ' |
Class of Warrant or Right, Number of Securities Called by Warrants or Rights (in Shares) | ' | ' | 1,724,141 | ' | ' | ' | ' |
Class of Warrant or Right, Exercise Price of Warrants or Rights (in Dollars per share) | ' | ' | $0.58 | ' | ' | ' | ' |
Warrant [Member] | ' | ' | ' | ' | ' | ' | ' |
Note 2 - Summary of Significant Accounting Policies (Details) [Line Items] | ' | ' | ' | ' | ' | ' | ' |
Derivative, Gain (Loss) on Derivative, Net | ' | ' | ' | 1,400,000 | 2,200,000 | -19,000,000 | 2,600,000 |
Sales Revenue, Net [Member] | Customer Concentration Risk [Member] | ' | ' | ' | ' | ' | ' | ' |
Note 2 - Summary of Significant Accounting Policies (Details) [Line Items] | ' | ' | ' | ' | ' | ' | ' |
Concentration Risk, Number of Customers | ' | ' | ' | ' | ' | 2 | ' |
Concentration Risk, Percentage | ' | ' | ' | ' | ' | 53.00% | ' |
Accounts Receivable [Member] | Customer Concentration Risk [Member] | ' | ' | ' | ' | ' | ' | ' |
Note 2 - Summary of Significant Accounting Policies (Details) [Line Items] | ' | ' | ' | ' | ' | ' | ' |
Concentration Risk, Number of Customers | ' | ' | ' | ' | ' | 3 | ' |
Concentration Risk, Percentage | ' | ' | ' | ' | ' | 90.00% | ' |
Minimum [Member] | 2010 Stock Incentive Plan [Member] | ' | ' | ' | ' | ' | ' | ' |
Note 2 - Summary of Significant Accounting Policies (Details) [Line Items] | ' | ' | ' | ' | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | ' | ' | ' | ' | ' | '3 years | ' |
Maximum [Member] | 2010 Stock Incentive Plan [Member] | ' | ' | ' | ' | ' | ' | ' |
Note 2 - Summary of Significant Accounting Policies (Details) [Line Items] | ' | ' | ' | ' | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | ' | ' | ' | ' | ' | '5 years | ' |
Consulting Services [Member] | ' | ' | ' | ' | ' | ' | ' |
Note 2 - Summary of Significant Accounting Policies (Details) [Line Items] | ' | ' | ' | ' | ' | ' | ' |
Issuance of Stock and Warrants for Services or Claims | ' | ' | ' | 110,000 | 1,000 | 350,000 | 23,000 |
Employees and Directors [Member] | ' | ' | ' | ' | ' | ' | ' |
Note 2 - Summary of Significant Accounting Policies (Details) [Line Items] | ' | ' | ' | ' | ' | ' | ' |
Allocated Share-based Compensation Expense | ' | ' | ' | 11,000 | 47,000 | 34,000 | 141,000 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross (in Shares) | ' | ' | ' | 0 | 0 | 0 | 0 |
Nonemployees [Member] | ' | ' | ' | ' | ' | ' | ' |
Note 2 - Summary of Significant Accounting Policies (Details) [Line Items] | ' | ' | ' | ' | ' | ' | ' |
Allocated Share-based Compensation Expense | ' | ' | ' | 2,000 | 1,000 | 5,000 | 23,000 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross (in Shares) | ' | ' | ' | 0 | 0 | 0 | 0 |
2010 Stock Incentive Plan [Member] | ' | ' | ' | ' | ' | ' | ' |
Note 2 - Summary of Significant Accounting Policies (Details) [Line Items] | ' | ' | ' | ' | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized (in Shares) | 1,825,000 | ' | ' | 1,825,000 | ' | 1,825,000 | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Expiration Period | ' | ' | ' | ' | ' | '10 years | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest, Outstanding, Number (in Shares) | 398,676 | ' | ' | 398,676 | ' | 398,676 | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Available for Grant (in Shares) | 1,369,087 | ' | ' | 1,369,087 | ' | 1,369,087 | ' |
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized | $11,000 | ' | ' | $11,000 | ' | $11,000 | ' |
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized, Period for Recognition | ' | ' | ' | ' | ' | '113 days | ' |
Note_2_Summary_of_Significant_3
Note 2 - Summary of Significant Accounting Policies (Details) - Earnings Per Share, Common Equivalent Shares (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, except Per Share data, unless otherwise specified | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 |
Numerator | ' | ' | ' | ' |
Net income (loss) from continuing operations (in Dollars) | ($210) | $922 | ($25,305) | ($2,446) |
Net income (loss) from discontinued operations (in Dollars) | ' | -242 | -213 | -735 |
Net income (loss) (in Dollars) | ($210) | $680 | ($25,518) | ($3,181) |
Denominator | ' | ' | ' | ' |
Weighted-average common shares outstanding (in Shares) | 23,513 | 14,286 | 21,569 | 13,429 |
Shares used in calculation - basic (in Shares) | 23,513 | 14,286 | 21,569 | 13,429 |
Shares issuable for stock options and warrants (in Shares) | ' | 5,078 | ' | ' |
Shares used in calculation - diluted (in Shares) | 23,513 | 19,364 | 21,569 | 13,429 |
Net income (loss) per share from continuing operations | ' | ' | ' | ' |
Basic | ($0.01) | $0.06 | ($1.17) | ($0.18) |
Diluted | ($0.01) | $0.05 | ($1.17) | ($0.18) |
Net income (loss) per share from discontinued operations | ' | ' | ' | ' |
Basic | ' | ($0.02) | ($0.01) | ($0.05) |
Diluted | ' | ($0.01) | ($0.01) | ($0.05) |
Note_2_Summary_of_Significant_4
Note 2 - Summary of Significant Accounting Policies (Details) - Employee and Director Stock Option Activity (Employees and Directors [Member], USD $) | 3 Months Ended | |||
Jun. 30, 2014 | Mar. 31, 2014 | Sep. 30, 2014 | Dec. 30, 2013 | |
Employees and Directors [Member] | ' | ' | ' | ' |
Note 2 - Summary of Significant Accounting Policies (Details) - Employee and Director Stock Option Activity [Line Items] | ' | ' | ' | ' |
Shares | 461,000 | ' | 378,000 | 461,000 |
Weighted Average Exercise Price | $19.69 | ' | $19.59 | $19.69 |
Shares Granted | 0 | 0 | ' | ' |
Weighted Average Exercise Price, Shares Granted | $0 | $0 | ' | ' |
Shares Cancelled | -83,000 | 0 | ' | ' |
Weighted Average Exercise Price, Shares Cancelled | $20.15 | $0 | ' | ' |
Shares | 378,000 | 461,000 | 378,000 | 461,000 |
Weighted Average Exercise Price | $19.59 | $19.69 | $19.59 | $19.69 |
Note_2_Summary_of_Significant_5
Note 2 - Summary of Significant Accounting Policies (Details) - Non-Employee Stock Option Activity (Nonemployees [Member], USD $) | 3 Months Ended | |||
Jun. 30, 2014 | Mar. 31, 2014 | Sep. 30, 2014 | Dec. 31, 2013 | |
Nonemployees [Member] | ' | ' | ' | ' |
Note 2 - Summary of Significant Accounting Policies (Details) - Non-Employee Stock Option Activity [Line Items] | ' | ' | ' | ' |
Shares | 21,000 | 21,000 | 21,000 | 21,000 |
Weighted Average Exercise Price | $28.40 | $28.40 | $28.40 | $28.40 |
Shares, Granted | 0 | 0 | ' | ' |
Weighted Average Exercise Price, Shares Granted | $0 | $0 | ' | ' |
Shares, Cancelled | 0 | 0 | ' | ' |
Weighted Average Exercise Price, Shares Cancelled | $0 | $0 | ' | ' |
Note_2_Summary_of_Significant_6
Note 2 - Summary of Significant Accounting Policies (Details) - Summary of Fair Value Measuremnet for Assets and Liabilities (USD $) | Sep. 30, 2014 |
In Thousands, unless otherwise specified | |
Note 2 - Summary of Significant Accounting Policies (Details) - Summary of Fair Value Measuremnet for Assets and Liabilities [Line Items] | ' |
Certificates of deposit | $122 |
Total assets | 122 |
Warrant liabilities | 40,196 |
Total liabilities | 40,196 |
Fair Value, Inputs, Level 1 [Member] | ' |
Note 2 - Summary of Significant Accounting Policies (Details) - Summary of Fair Value Measuremnet for Assets and Liabilities [Line Items] | ' |
Certificates of deposit | 122 |
Total assets | 122 |
Fair Value, Inputs, Level 3 [Member] | ' |
Note 2 - Summary of Significant Accounting Policies (Details) - Summary of Fair Value Measuremnet for Assets and Liabilities [Line Items] | ' |
Warrant liabilities | 40,196 |
Total liabilities | $40,196 |
Note_2_Summary_of_Significant_7
Note 2 - Summary of Significant Accounting Policies (Details) - Fair Value Measurements Using Significant Level III Inputs (Warrant [Member], Fair Value, Inputs, Level 3 [Member], USD $) | 3 Months Ended | |||
In Thousands, unless otherwise specified | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2013 |
Warrant [Member] | Fair Value, Inputs, Level 3 [Member] | ' | ' | ' | ' |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ' | ' | ' | ' |
Balance | $40,196 | $41,920 | $13,556 | $16,347 |
Issuance of warrants | -327 | 2,871 | 2,310 | ' |
Expiration of warrants | -44 | ' | ' | ' |
Change in Fair Value | ($1,353) | $25,493 | ($5,101) | ' |
Note_2_Summary_of_Significant_8
Note 2 - Summary of Significant Accounting Policies (Details) - Gross and Net Carrying Amounts of Intangible Assets Subject to Amortization (USD $) | 9 Months Ended | |
In Thousands, unless otherwise specified | Sep. 30, 2014 | Dec. 31, 2013 |
Gross and Net Carrying Amounts of Intangible Assets Subject to Amortization [Abstract] | ' | ' |
Intellectual property | $519 | ' |
Intellectual property | -414 | -401 |
Intellectual property | $105 | $118 |
Intellectual property | '7 years | ' |
Note_2_Summary_of_Significant_9
Note 2 - Summary of Significant Accounting Policies (Details) - Estimated Remaining Amortization Expense for Intangible Assets (USD $) | Sep. 30, 2014 |
In Thousands, unless otherwise specified | |
Estimated Remaining Amortization Expense for Intangible Assets [Abstract] | ' |
2014 (3 months) | $4 |
2015 | 16 |
2016 | 16 |
2017 | 16 |
2018 | $16 |
Note_3_Discontinued_Operations2
Note 3 - Discontinued Operations (Details) - Revenues and Expenses of Discontinued Operations, License and Management Services (Unaudited) (USD $) | 3 Months Ended | 9 Months Ended | |
In Thousands, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 |
General and administrative expenses | ' | ' | ' |
Gain (loss) from discontinued operations | ($242) | ($213) | ($735) |
Salaries and Benefits [Member] | License and Management Services [Member] | ' | ' | ' |
General and administrative expenses | ' | ' | ' |
General and administrative expenses | 114 | 96 | 358 |
Other General and Administrative Expense [Member] | License and Management Services [Member] | ' | ' | ' |
General and administrative expenses | ' | ' | ' |
General and administrative expenses | 55 | 83 | 173 |
License and Management Services [Member] | ' | ' | ' |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ' | ' | ' |
Revenues | 21 | 25 | 83 |
Expenses | ' | ' | ' |
Cost of license and management services | 59 | 55 | 174 |
General and administrative expenses | ' | ' | ' |
Depreciation and amortization | 35 | 4 | 113 |
Total expenses | 263 | 238 | 818 |
Gain (loss) from discontinued operations | ($242) | ($213) | ($735) |
Note_3_Discontinued_Operations3
Note 3 - Discontinued Operations (Details) - Assets and Liabilities of Discontinued Operations (Current Period Unaudited) (License and Management Services [Member], USD $) | Sep. 30, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ' | ' |
Cash and cash equivalents | $1 | $24 |
Receivables, net | ' | 24 |
Total assets | 1 | 48 |
Accounts payable | ' | 25 |
Total liabilities | 18 | 13,144 |
Net assets (liabilities) of discontinued operations | -17 | -13,096 |
Intercompany [Member] | ' | ' |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ' | ' |
Intercompany Payable | $18 | $13,119 |
Note_4_Related_Party_Disclosur1
Note 4 - Related Party Disclosure (Details) (USD $) | 1 Months Ended | 45 Months Ended | 1 Months Ended | 9 Months Ended | 12 Months Ended | 9 Months Ended | 1 Months Ended | |||
Sep. 30, 2014 | 31-May-14 | Jan. 31, 2014 | Sep. 30, 2014 | Dec. 31, 2010 | Dec. 31, 2010 | Sep. 30, 2014 | Dec. 31, 2013 | Sep. 30, 2014 | 31-May-14 | |
Chief Executive Officer [Member] | Chief Executive Officer [Member] | Chief Executive Officer [Member] | Chief Executive Officer [Member] | Chief Executive Officer [Member] | Crede [Member] | Shamus [Member] | ||||
Payments Received On Related Party Receivables [Member] | Per Month [Member] | January 2014 [Member] | ||||||||
Note 4 - Related Party Disclosure (Details) [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Operating Lease Term | ' | ' | ' | ' | ' | '3 years | ' | ' | ' | ' |
Operating Leases, Rent Expense | ' | ' | ' | ' | $11,000 | ' | ' | ' | ' | ' |
Accounts Receivable, Related Parties | ' | ' | ' | ' | ' | ' | 0 | 115,000 | ' | ' |
Increase (Decrease) in Due to Related Parties | ' | ' | ' | ' | ' | ' | 0 | 186,000 | ' | ' |
Related Party Transaction, Amounts of Transaction | ' | ' | ' | 382,000 | ' | ' | ' | ' | ' | ' |
Stock Issued During Period, Shares, New Issues (in Shares) | ' | ' | ' | ' | ' | ' | ' | ' | 3,662,932 | 344,828 |
Class of Warrant or Right, Number of Securities Called by Warrants or Rights (in Shares) | ' | ' | ' | ' | ' | ' | ' | ' | 3,662,932 | 344,828 |
Class of Warrant or Right, Exercise Price of Warrants or Rights (in Dollars per share) | ' | ' | ' | ' | ' | ' | ' | ' | $0.58 | $0.58 |
Proceeds from Issuance or Sale of Equity | $1,500,000 | $1,500,000 | $1,000,000 | ' | ' | ' | ' | ' | $2,100,000 | $200,000 |
Note_5_Other_IncomeWriteoff_of1
Note 5 - Other Income/Write-off of Liabilities (Details) (USD $) | 3 Months Ended | 9 Months Ended |
In Thousands, unless otherwise specified | Sep. 30, 2014 | Sep. 30, 2014 |
Note 5 - Other Income/Write-off of Liabilities (Details) [Line Items] | ' | ' |
' | $1,194 | |
Research Contract [Member] | ' | ' |
Note 5 - Other Income/Write-off of Liabilities (Details) [Line Items] | ' | ' |
$0 | $1,200 |