Accounting Policies, by Policy (Policies) | 9 Months Ended |
Sep. 30, 2014 |
Accounting Policies [Abstract] | ' |
Revenue Recognition, Policy [Policy Text Block] | ' |
Revenue Recognition |
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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 |
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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 |
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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. |
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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 |
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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. |
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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. |
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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. |
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| | Three Months Ended | | | Nine Months Ended | |
30-Sep | 30-Sep |
(in thousands, except per share amounts) | | 2014 | | | 2013 | | | 2014 | | | 2013 | |
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Numerator | | | | | | | | | | | | | | | | |
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Net income (loss) from continuing operations | | $ | (210 | ) | | $ | 922 | | | $ | (25,305 | ) | | $ | (2,446 | ) |
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Net income (loss) from discontinued operations | | $ | - | | | $ | (242 | ) | | $ | (213 | ) | | $ | (735 | ) |
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Net income (loss) | | $ | (210 | ) | | $ | 680 | | | $ | (25,518 | ) | | $ | (3,181 | ) |
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Denominator | | | | | | | | | | | | | | | | |
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Weighted-average common shares outstanding | | | 23,513 | | | | 14,286 | | | | 21,569 | | | | 13,429 | |
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Shares used in calculation - basic | | | 23,513 | | | | 14,286 | | | | 21,569 | | | | 13,429 | |
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Shares issuable for stock options and warrants | | | - | | | | 5,078 | | | | - | | | | - | |
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Shares used in calculation - diluted | | | 23,513 | | | | 19,364 | | | | 21,569 | | | | 13,429 | |
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Net income (loss) per share from continuing operations | | | | | | | | | | | | | | | | |
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Basic | | $ | (0.01 | ) | | $ | 0.06 | | | $ | (1.17 | ) | | $ | (0.18 | ) |
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Diluted | | $ | (0.01 | ) | | $ | 0.05 | | | $ | (1.17 | ) | | $ | (0.18 | ) |
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Net income (loss) per share from discontinued operations | | | | | | | | | | | | | | | | |
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Basic | | $ | - | | | $ | (0.02 | ) | | $ | (0.01 | ) | | $ | (0.05 | ) |
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Diluted | | $ | - | | | $ | (0.01 | ) | | $ | (0.01 | ) | | $ | (0.05 | ) |
Share-based Compensation, Option and Incentive Plans Policy [Policy Text Block] | ' |
Share-Based Compensation |
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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. |
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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. |
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Stock Options – Employees and Directors |
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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. |
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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. |
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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. |
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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: |
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| | | | | | Weighted Avg. | | | | | | | | | |
| | Shares | | | Exercise Price | | | | | | | | | |
Balance December 31, 2013 | | | 461,000 | | | $ | 19.69 | | | | | | | | | |
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Granted | | | - | | | $ | - | | | | | | | | | |
Cancelled | | | - | | | $ | - | | | | | | | | | |
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Balance March 31, 2014 | | | 461,000 | | | $ | 19.69 | | | | | | | | | |
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Granted | | | - | | | $ | - | | | | | | | | | |
Cancelled | | | (83,000 | ) | | $ | 20.15 | | | | | | | | | |
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Balance June 30, 2014 | | | 378,000 | | | $ | 19.59 | | | | | | | | | |
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Granted | | | - | | | $ | - | | | | | | | | | |
Cancelled | | | - | | | $ | - | | | | | | | | | |
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Balance September 30, 2014 | | | 378,000 | | | $ | 19.59 | | | | | | | | | |
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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. |
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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. |
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Stock Options and Warrants – Non-employees |
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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. |
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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. |
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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. |
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Non-employee stock option activity for the three and nine months ended September 30, 2014, are as follows: |
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| | | | | | Weighted Avg. | | | | | | | | | |
| | Shares | | | Exercise Price | | | | | | | | | |
Balance December 31, 2013 | | | 21,000 | | | $ | 28.4 | | | | | | | | | |
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Granted | | | - | | | $ | - | | | | | | | | | |
Cancelled | | | - | | | $ | - | | | | | | | | | |
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Balance March 31, 2014 | | | 21,000 | | | $ | 28.4 | | | | | | | | | |
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Granted | | | - | | | $ | - | | | | | | | | | |
Cancelled | | | - | | | $ | - | | | | | | | | | |
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Balance June 30, 2014 | | | 21,000 | | | $ | 28.4 | | | | | | | | | |
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Granted | | | - | | | $ | - | | | | | | | | | |
Cancelled | | | - | | | $ | - | | | | | | | | | |
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Balance September 30, 2014 | | | 21,000 | | | $ | 28.4 | | | | | | | | | |
Stockholders' Equity, Policy [Policy Text Block] | ' |
Common Stock |
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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”). |
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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. |
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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. |
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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 |
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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. |
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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 |
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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: |
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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. | | | | | | | | | | | | | | |
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The following table summarizes fair value measurements by level at September 30, 2014 for assets and liabilities measured at fair value: |
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| | 2014 | |
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(Dollars in thousands) | | Level I | | | Level II | | | Level III | | | Total | |
Certificates of deposit | | $ | 122 | | | $ | - | | | $ | - | | | $ | 122 | |
Total assets | | $ | 122 | | | $ | - | | | $ | - | | | $ | 122 | |
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Warrant liabilities | | $ | - | | | $ | - | | | $ | 40,196 | | | $ | 40,196 | |
Total liabilities | | $ | - | | | $ | - | | | $ | 40,196 | | | $ | 40,196 | |
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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. |
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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: |
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| | 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 |
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As of September 30, 2014, the gross and net carrying amounts of intangible assets that are subject to amortization are as follows: |
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| | Gross | | | | | | | | | | | Amortization | |
(In thousands) | | Carrying | | | Accumulated | | | Net | | | Period | |
| | Amount | | | Amortization | | | Balance | | | (in years) | |
Intellectual property | | $ | 519 | | | $ | (414 | ) | | $ | 105 | | | | 7 | |
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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. |
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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. |
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Estimated remaining amortization expense for intangible assets for the current year and each of the next five years ending December 31 is as follows: |
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(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 |
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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 |
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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. |
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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. |
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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. |
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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. |
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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. |
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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 |
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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. |