Document And Entity Information
Document And Entity Information - shares | 6 Months Ended | |
Jun. 30, 2015 | Aug. 13, 2015 | |
Entity Registrant Name | CATASYS, INC. | |
Entity Central Index Key | 1,136,174 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Smaller Reporting Company | |
Entity Current Reporting Status | Yes | |
Entity Voluntary Filers | No | |
Entity Well-known Seasoned Issuer | No | |
Entity Common Stock, Shares Outstanding (in shares) | 46,597,760 | |
Document Type | 10-Q | |
Document Period End Date | Jun. 30, 2015 | |
Document Fiscal Year Focus | 2,015 | |
Document Fiscal Period Focus | Q2 | |
Amendment Flag | false |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Current Period Unaudited) - USD ($) | Jun. 30, 2015 | Dec. 31, 2014 |
Current assets | ||
Cash and Cash Equivalents, at Carrying Value | $ 152,000 | $ 708,000 |
Receivables, net of allowance for doubtful accounts of $1 and $0, respectively | $ 249,000 | 189,000 |
Receivables from related party | 300,000 | |
Prepaids and other current assets | $ 586,000 | 313,000 |
Total current assets | 987,000 | 1,510,000 |
Long-term assets | ||
Property and equipment, net of accumulated depreciation of $2,057 and $2,002, respectively | 314,000 | 354,000 |
Intangible assets, net of accumulated amortization of $427 and $418, respectively | 92,000 | 101,000 |
Deposits and other assets | 521,000 | 387,000 |
Total Assets | 1,914,000 | 2,352,000 |
Current liabilities | ||
Accounts payable | 610,000 | 341,000 |
Accrued compensation and benefits | 1,509,000 | 1,392,000 |
Deferred revenue | 853,000 | 354,000 |
Other accrued liabilities | 652,000 | $ 614,000 |
Short term debt | 2,336,000 | |
Warrant liabilities | 7,000 | $ 259,000 |
Total current liabilities | 5,967,000 | 2,960,000 |
Long-term liabilities | ||
Deferred rent and other long-term liabilities | 233,000 | 267,000 |
Capital leases | 13,000 | 23,000 |
Warrant liabilities. | 965,000 | 40,326,000 |
Total Liabilities | $ 7,178,000 | $ 43,576,000 |
Stockholders' deficit | ||
Preferred stock, $0.0001 par value; 50,000,000 shares authorized; no shares issued and outstanding | ||
Common stock, $0.0001 par value; 500,000,000 shares authorized; 46,597,760 and 25,244,485 shares issued and outstanding at June 30, 2015 and December 31, 2014, respectively | $ 5,000 | $ 3,000 |
Additional paid-in-capital | 250,073,000 | 213,333,000 |
Accumulated deficit | (255,342,000) | (254,560,000) |
Total Stockholders' Deficit | (5,264,000) | (41,224,000) |
Total Liabilities and Stockholders' Deficit | $ 1,914,000 | $ 2,352,000 |
Condensed Consolidated Balance3
Condensed Consolidated Balance Sheets (Current Period Unaudited) (Parentheticals) - USD ($) | Jun. 30, 2015 | Dec. 31, 2014 |
Allowance For Doubtful Accounts | $ 1,000 | $ 0 |
Property and equipment, accumulated depreciation | 2,057,000 | 2,002,000 |
Intangible assets, accumulated amortization | $ 427,000 | $ 418,000 |
Preferred stock par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized (in shares) | 50,000,000 | 50,000,000 |
Preferred stock, shares issued (in shares) | 0 | 0 |
Preferred stock, shares outstanding (in shares) | 0 | 0 |
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized (in shares) | 500,000,000 | 500,000,000 |
Common stock,shares issued (in shares) | 46,597,760 | 25,244,485 |
Common stock, shares outstanding (in shares) | 46,597,760 | 25,244,485 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
Revenues: | ||||
Healthcare services revenues | $ 472 | $ 312 | $ 905 | $ 511 |
Operating expenses | ||||
Cost of healthcare services | 529 | 267 | 935 | 532 |
General and administrative | 2,422 | 1,709 | 5,156 | 3,046 |
Depreciation and amortization | 30 | 28 | 64 | 52 |
Total operating expenses | 2,981 | 2,004 | 6,155 | 3,630 |
Loss from operations | (2,509) | (1,692) | (5,250) | (3,119) |
Other Income | 10 | 1,194 | 21 | 1,194 |
Interest expense | (1,110) | $ (1,462) | (1,112) | $ (2,774) |
Loss on exchange of warrants | (4,410) | (4,410) | ||
Change in fair value of warrant liability | 7,434 | $ (25,493) | 9,908 | $ (20,392) |
Loss from continuing operations before provision for income taxes | (585) | (27,453) | (843) | (25,091) |
Provision for income taxes | 2 | 2 | 4 | 4 |
Loss from continuing operations | $ (587) | (27,455) | $ (847) | (25,095) |
Income/(Loss) from discontinued operations, net of income taxes | 8 | (213) | ||
Net Loss | $ (587) | $ (27,447) | $ (847) | $ (25,308) |
Basic and diluted net loss from continuing operations per share: (in dollars per share) | $ (0.02) | $ (1.27) | $ (0.03) | $ (1.22) |
Weighted number of shares outstanding (in shares) | 35,375 | 21,702 | 30,358 | 20,581 |
Basic and diluted net loss from discontinued operations per share: (in dollars per share) | $ 0 | $ 0 | $ 0 | $ (0.01) |
Weighted number of shares outstanding (in shares) | 35,375 | 21,702 | 30,358 | 20,581 |
Condensed Consolidated Stateme5
Condensed Consolidated Statement of Cash Flows (Unaudited) - USD ($) | 6 Months Ended | |
Jun. 30, 2015 | Jun. 30, 2014 | |
Common Stock Issued for Consulting Services [Member] | ||
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Issuance of stock and warrants for services | $ 172,000 | |
Warrants Issued for Services [Member] | ||
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Issuance of stock and warrants for services | 56,000 | |
Net loss | $ (847,000) | $ (25,308,000) |
Loss from discontinued operations | 213,000 | |
Amortization of debt discount and issuance costs included in interest expense | $ 1,056,000 | $ 2,771,000 |
Provision for doubtful accounts | 75,000 | |
Depreciation and amortization | $ 63,000 | $ 52,000 |
Write-off of accrued liabilities | (1,194,000) | |
Deferred rent | $ (34,000) | 137,000 |
Share-based compensation expense | 1,037,000 | $ 26,000 |
Loss on exchange of warrants | 4,410,000 | |
Fair value adjustment on warrant liability | (9,908,000) | $ 20,392,000 |
Changes in current assets and liabilities: | ||
Receivables | 230,000 | (29,000) |
Prepaids and other current assets | 118,000 | 150,000 |
Deferred revenue | 499,000 | 295,000 |
Accounts payable and other accrued liabilities | 478,000 | (112,000) |
Net cash used in operating activities of continuing operations | $ (2,595,000) | (2,607,000) |
Net cash used in operating activities of discontinued operations | (208,000) | |
Net cash used in operating activities | $ (2,595,000) | (2,815,000) |
Investing activities: | ||
Purchases of property and equipment | $ (16,000) | (36,000) |
Deposits and other assets | 53,000 | |
Net cash provided by/(used in) investing activities | $ (16,000) | 17,000 |
Financing activities: | ||
Proceeds from the issuance of common stock and warrants | 2,500,000 | |
Proceeds from the exercise of warrants | $ 77,000 | |
Proceeds from the issuance of convertible debenture | $ 2,000,000 | |
Proceeds from bridge loan | 250,000 | |
Transaction Costs | (185,000) | $ 240,000 |
Capital lease obligations | (10,000) | (14,000) |
Net cash provided by financing activities | 2,055,000 | 2,803,000 |
Net increase (decrease) in cash and cash equivalents | (556,000) | 5,000 |
Cash and cash equivalents at beginning of period | 708,000 | 1,136,000 |
Cash and cash equivalents at end of period | $ 152,000 | 1,141,000 |
Supplemental disclosure of cash paid | ||
Interest | $ 11,000 | |
Income taxes | $ 34,000 | |
Supplemental disclosure of non-cash activity | ||
Property and equipment acquired through capital leases and other financing | $ 8,000 |
Note 1 - Basis of Consolidation
Note 1 - Basis of Consolidation, Presentation and Going Concern | 6 Months Ended |
Jun. 30, 2015 | |
Notes to Financial Statements | |
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 included in our most recent Annual Report on Form 10-K for the year-ended December 31, 2014, from which the balance sheets, as of December 31, 2014, have been derived. Our financial statements have been prepared on the basis that we will continue as a going concern. At June 30, 2015, cash and cash equivalents was $152,000 and we had a working capital deficit of approximately $5 million. In July 2015, we closed on a promissory note financing with Crede CG III, Ltd. (“Crede”), 100% owned by Terren S. Peizer, our Chairman and Chief Executive Officer of approximately $3.35 million in gross proceeds, of which $2.2 million of the gross proceeds was used to redeem our 12% Original Issue Discount Convertible Debenture due January 18, 2016. In July 2015, Crede exchanged the promissory note for a $3.56 million 12% Original Issue Discount Convertible Debenture due January 18, 2016. We have incurred significant operating losses and negative cash flows from operations since our inception. During the six months ended June 30, 2015, our cash used in operating activities of continuing operations was $2.6 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 June 30, 2015, these conditions raised substantial doubt as to our ability to continue as a going concern. We expect our current cash resources to cover expenses into the fourth quarter of 2015; 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 our stockholders. Our ability to fund our ongoing operations and continue as a going concern is dependent on increasing the number of members that are eligible for our programs by signing new contracts and generating fees from existing and new contracts for our managed care programs and the success of management’s plans to increase revenue and continue to control expenses. We currently operate our On Trak We have discontinued our license and management fee segment. The operations were shut down 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 | 6 Months Ended |
Jun. 30, 2015 | |
Notes to Financial Statements | |
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 On Trak TM 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. As of June 30, 2015, cash and cash equivalents exceeding federally insured limits totaled $25,000. For the six months ended June 30, 2015, three customers accounted for approximately 97% of revenues and four customers accounted for approximately 99% 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 2,635,635 and 22,439,683 incremental common shares for the six months ended June 30, 2015 and 2014, respectively, 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. 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 June 30, 2015, we had 1,676,625 vested and unvested stock options outstanding and 91,138 shares available for future awards under the Plan. Share-based compensation expense attributable to continuing operations were $209,000 and $1.0 million for the three and six months ended June 30, 2015, compared with $13,000 and $26,000 for the same periods in 2014, respectively. 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 six months ended June 30, 2015 was $208,000 and $1.0 million, compared with $11,000 and $23,000, for the same periods in 2014, respectively. 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 six months ended June 30, 2015 and 2014 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. There were 0 and 1,050,000 options granted to directors and 250,000 options granted to employees during the three and six months ended June 30, 2015 and no options were granted to employees and directors during the same period in 2014 under the Plan. Employee and director stock option activity for the three and six months ended June 30, 2015 are as follows: Weighted Avg. Shares Exercise Price Balance December 31, 2014 378,000 $ 19.59 Granted 1,300,000 $ 2.20 Cancelled (1,000 ) $ 45.20 Balance March 31, 2015 1,677,000 $ 6.22 Granted - $ - Cancelled - $ 112.00 Balance June 30, 2015 1,677,000 $ 6.06 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 six months ended June 30, 2015 and 2014, 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 June 30, 2015, there was $1.6 million 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 2.13 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 six months ended June 30, 2015 and 2014, respectively. Share-based compensation expense relating to stock options and warrants recognized for non-employees was $1,000 and $3,000 for the three and six months ended June 30, 2015 and $2,000 and $3,000 for the three and six months ended June 30, 2014, respectively. Non-employee stock option activity for the three and six months ended June 30, 2015, are as follows: Weighted Avg. Shares Exercise Price Balance December 31, 2014 21,000 $ 28.40 Granted - $ - Cancelled - $ - Balance March 31, 2015 21,000 $ 28.40 Granted - $ - Cancelled (21,000 ) $ 28.40 Balance June 30, 2015 - $ - Common Stock In May 2015, we entered into Warrant Exchange Agreements (the “Exchange Agreements”) whereby 21,277,220 warrants, at an exercise price of $0.58 per shares, issued by the Company between December 2011 and May 2014, were exchanged for 21,277,220 shares of common stock. There were 0 and 76,000 shares of common stock issued for investor relations or consulting services during the three and six months ended June 30, 2015 compared to 200,000 shares issued for the same periods in 2014, respectively. Generally, the costs associated with shares issued for services are being amortized to the related expense on a straight-line basis over the related service periods. Income Taxes We have recorded a full valuation allowance against our otherwise recognizable deferred tax assets as of June 30, 2015. As such, we have not recorded a provision for income tax for the period ended June 30, 2015. 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 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 June 30, 2015 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 June 30, 2015 for assets and liabilities measured at fair value: 2015 (In thousands) Level I Level II Level III Total Certificates of deposit $ 122 $ - $ - $ 122 Total assets $ 122 $ - $ - $ 122 Warrant liabilities $ - $ - $ 972 $ 972 Total liabilities $ - $ - $ 972 $ 972 Financial instruments classified as Level III in the fair value hierarchy as of June 30, 2015, 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 The following table summarizes our fair value measurements using significant Level III inputs, and changes therein, for the three and six months ended June 30, 2015: Level III Warrant (In thousands) Liabilities Balance as of December 31, 2014 $ 40,585 Issuance of warrants - Change in fair value (2,474 ) Balance as of March 31, 2015 $ 38,111 Issuance of warrants 1,419 Exchange of warrants (31,124 ) Change in fair value (7,434 ) Balance as of June 30, 2015 $ 972 Intangible Assets As of June 30, 2015, 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 $ (427 ) $ 92 6 During the three and six months ended June 30, 2015, we did not acquire any new intangible assets and at June 30, 2015, all of our intangible assets consisted of intellectual property, which is not subject to renewal or extension. We review our intangible assets for impairment whenever events or circumstances indicate that the carrying amount of these assets may not be recoverable. In reviewing for impairment, we compare the carrying value of such assets to the estimated undiscounted future cash flows expected from the use of the assets and/or their eventual disposition. If the estimated undiscounted future cash flows are less than their carrying amount, we record an impairment loss to recognize a loss for the difference between the assets’ fair value and their carrying value. Since we have not recognized significant revenue to date, our estimates of future revenue may not be realized and the net realizable value of our capitalized costs of intellectual property or other intangible assets may become impaired. We had no intangible impairment for the three and six months ended June 30, 2015 or 2014. 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 2015 (6 months) $ 8 2016 $ 16 2017 $ 16 2018 $ 16 2019 $ 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 2015, we entered into the Exchange Agreements whereby 21,277,220 warrants, at an exercise price of $0.58 per shares, issued by the Company between December 2011 and May 2014, were exchanged for 21,277,220 shares of common stock (the “Warrant Exchange”). We recognized a $4.4 million loss related to the Warrant Exchange for the three and six months ended June 30, 2015. In conjunction with the Securities Purchase Agreement entered in April 2015, the Company issued five year warrants to purchase an aggregate of 530,303 shares of our common stock, at an exercise price of $2.00 per share, subject to adjustment, including for issuances of common stock and common stock equivalents below the then current conversion or exercise price, as the case may be (the “April 2015 Warrants”). We have issued warrants to purchase common stock in July 2010, November 2010, December 2011, February 2012, and April 2015. The warrants are being accounted for as liabilities in accordance with FASB accounting rules, due to anti-dilution 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 six months ended June 30, 2015 and 2014, we recognized a gain of $7.4 million and $9.9 million, respectively, compared with a loss of $25 million and $20 million for the same periods in 2014, respectively, related to the revaluation of our warrant liabilities. Recently Issued or Newly Adopted Accounting Standards In February 2015, the FASB issued Accounting Standards Update (“ASU”) 2015-02, Consolidation (Topic 810): Amendments to the Consolidation Analysis 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, . 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 Operation
Note 3 - Discontinued Operations | 6 Months Ended |
Jun. 30, 2015 | |
Notes to Financial Statements | |
Disposal Groups, Including Discontinued Operations, Disclosure [Text Block] | Note 3. Discontinued Operations We have discontinued our license and management fees segment. The operations of this segment were shut down effective April 1, 2014, and all of the assets were absorbed by the healthcare services segment. The revenues and expenses of discontinued operations for the three and six months ended June 30, 2015 and 2014 are as follows: Three months ended Six months ended June 30, June 30, (unaudited) (unaudited) (in thousands) 2015 2014 2015 2014 Revenues $ - $ 6 $ - $ 25 Expenses Cost of license and management services $ - $ (13 ) $ - $ 55 General and administrative expenses Salaries and benefits - - - 96 Other expenses - 11 - 83 Depreciation and amortization - - - 4 Total expenses $ - $ (2 ) $ - $ 238 Gain (loss) from discontinued operations $ - $ 8 $ - $ (213 ) There was no carrying amount of the assets and liabilities of discontinued operations as of June 30, 2015 and December 31, 2014, respectively. |
Note 4 - Related Party Disclosu
Note 4 - Related Party Disclosure | 6 Months Ended |
Jun. 30, 2015 | |
Notes to Financial Statements | |
Related Party Transactions Disclosure [Text Block] | Note 4 . Related Party Disclosure In June 2015, Crede loaned the company $250,000. This short term, interest free indebtedness was converted to a promissory note in July 2015. In December 2014, we entered into securities purchase agreement with several investors including Steve Gorlin, an affiliate of the Company, related to the sale and issuance of common stock. Mr. Gorlin received approximately 150,000 shares of common stock at a price of $2.00 per share, for gross proceeds of approximately $300,000. Such proceeds were received subsequent to year-end. Crede 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. These warrants were subsequently converted to 3,662,932 shares of common stock as part of the Warrant Exchange in May 2015. Shamus, LLC (“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. These warrants were subsequently converted to 344,828 shares of common stock as part of the Warrant Exchange in May 2015. |
Note 5 - Short-term Debt
Note 5 - Short-term Debt | 6 Months Ended |
Jun. 30, 2015 | |
Notes to Financial Statements | |
Short-term Debt [Text Block] | Note 5 . Short-term Debt In June 2015, Crede loaned the company $250,000. This short term, interest free indebtedness was converted to a promissory note in July 2015. In April 2015, we entered into a Securities Purchase Agreement with several institutional accredited investors, pursuant to which we received aggregate gross proceeds of $2.0 million from the investors for the sale of approximately $2.12 million principal amount of 12% Original Issue Discount Convertible Debentures due January 18, 2016 (the “April 2015 Bridge Notes”) and the April 2015 Warrants. The closing of the April 2015 Bridge Notes transaction occurred on April 17, 2015. We received aggregate net proceeds of $1,815,000. We used $560,000 of the net proceeds to repay our outstanding indebtedness due to Crede incurred by way of short term, interest free loans in the first and second quarters of 2015. The conversion price of the April 2015 Bridge Notes and the exercise price of the April 2015 Warrants is $2.00 per share, subject to adjustment, including for issuances of common stock and common stock equivalents below the then current conversion or exercise price, as the case may be. The April 2015 Bridge Notes are unsecured, bear interest at a rate of 12% per annum payable quarterly in cash or shares of common stock, subject to certain conditions, at our option, and are subject to mandatory prepayment upon the consummation of certain future financings. |
Note 6 - Other Income_Write-off
Note 6 - Other Income/Write-off of Liabilities | 6 Months Ended |
Jun. 30, 2015 | |
Notes to Financial Statements | |
Other Income and Write-off of Liabilities [Text Block] | Note 6. Other Income/Write-off of Liabilities For the three and six months ended June 30, 2014, the statute on a 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 which amounted to approximately $1.1 million. |
Note 7 - Subsequent Event
Note 7 - Subsequent Event | 6 Months Ended |
Jun. 30, 2015 | |
Notes to Financial Statements | |
Subsequent Events [Text Block] | Note 7. Subsequent Event In July 2015, we entered into a promissory note with Crede, pursuant to which we received gross proceeds of $3.35 million for the sale of $3.35 million in principal amount (the “Promissory Note”). The Promissory Note is due on August 21, 2015, and carries an interest rate on any unpaid principal amount of 8% per annum until the maturity date, after which the interest rate will increase to 12% per annum. We used approximately $2.2 million of the net proceeds of this transaction to redeem the Bridge Notes. Following the redemption, all of the Bridge Notes were extinguished. In July 2015, we entered into a Securities Purchase Agreement with Crede, pursuant to which we exchanged the $3.35 million Promissory Note, for a $3.56 million 12% Original Issue Discount Convertible Debenture due January 18, 2016 (the “July 2015 Bridge Note”) and five-year warrants to purchase an aggregate of 936,462 shares of our common stock, at an exercise price of $1.90 per share (the “July 2015 Warrants”). The conversion price of the July 2015 Bridge Note is $1.90 per share, subject to adjustments, including for issuances of common stock and common stock equivalents below the then current conversion or exercise price, as the case may be. The July 2015 Bridge Notes are unsecured, bear interest at a rate of 12% per annum payable in cash or shares of common stock, subject to certain conditions, at our option, and are subject to mandatory prepayment upon the consummation of certain future financings. As a result of the issuance of the July 2015 Bridge Note and July 2015 Warrants, the exercise price of the April 2015 Warrants to purchase an aggregate of 530,303 shares of common stock were adjusted to $1.21 per share. |
Significant Accounting Policies
Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2015 | |
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 On Trak TM |
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. As of June 30, 2015, cash and cash equivalents exceeding federally insured limits totaled $25,000. |
Concentration Risk, Credit Risk, Policy [Policy Text Block] | For the six months ended June 30, 2015, three customers accounted for approximately 97% of revenues and four customers accounted for approximately 99% 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 2,635,635 and 22,439,683 incremental common shares for the six months ended June 30, 2015 and 2014, respectively, 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. |
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 June 30, 2015, we had 1,676,625 vested and unvested stock options outstanding and 91,138 shares available for future awards under the Plan. Share-based compensation expense attributable to continuing operations were $209,000 and $1.0 million for the three and six months ended June 30, 2015, compared with $13,000 and $26,000 for the same periods in 2014, respectively. 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 six months ended June 30, 2015 was $208,000 and $1.0 million, compared with $11,000 and $23,000, for the same periods in 2014, respectively. 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 six months ended June 30, 2015 and 2014 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. There were 0 and 1,050,000 options granted to directors and 250,000 options granted to employees during the three and six months ended June 30, 2015 and no options were granted to employees and directors during the same period in 2014 under the Plan. Employee and director stock option activity for the three and six months ended June 30, 2015 are as follows: Weighted Avg. Shares Exercise Price Balance December 31, 2014 378,000 $ 19.59 Granted 1,300,000 $ 2.20 Cancelled (1,000 ) $ 45.20 Balance March 31, 2015 1,677,000 $ 6.22 Granted - $ - Cancelled - $ 112.00 Balance June 30, 2015 1,677,000 $ 6.06 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 six months ended June 30, 2015 and 2014, 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 June 30, 2015, there was $1.6 million 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 2.13 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 six months ended June 30, 2015 and 2014, respectively. Share-based compensation expense relating to stock options and warrants recognized for non-employees was $1,000 and $3,000 for the three and six months ended June 30, 2015 and $2,000 and $3,000 for the three and six months ended June 30, 2014, respectively. Non-employee stock option activity for the three and six months ended June 30, 2015, are as follows: Weighted Avg. Shares Exercise Price Balance December 31, 2014 21,000 $ 28.40 Granted - $ - Cancelled - $ - Balance March 31, 2015 21,000 $ 28.40 Granted - $ - Cancelled (21,000 ) $ 28.40 Balance June 30, 2015 - $ - |
Stockholders' Equity, Policy [Policy Text Block] | Common Stock In May 2015, we entered into Warrant Exchange Agreements (the “Exchange Agreements”) whereby 21,277,220 warrants, at an exercise price of $0.58 per shares, issued by the Company between December 2011 and May 2014, were exchanged for 21,277,220 shares of common stock. There were 0 and 76,000 shares of common stock issued for investor relations or consulting services during the three and six months ended June 30, 2015 compared to 200,000 shares issued for the same periods in 2014, respectively. Generally, the costs associated with shares issued for services are being amortized to the related expense on a straight-line basis over the related service periods. |
Income Tax, Policy [Policy Text Block] | Income Taxes We have recorded a full valuation allowance against our otherwise recognizable deferred tax assets as of June 30, 2015. As such, we have not recorded a provision for income tax for the period ended June 30, 2015. 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 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 June 30, 2015 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 June 30, 2015 for assets and liabilities measured at fair value: 2015 (In thousands) Level I Level II Level III Total Certificates of deposit $ 122 $ - $ - $ 122 Total assets $ 122 $ - $ - $ 122 Warrant liabilities $ - $ - $ 972 $ 972 Total liabilities $ - $ - $ 972 $ 972 Financial instruments classified as Level III in the fair value hierarchy as of June 30, 2015, 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 The following table summarizes our fair value measurements using significant Level III inputs, and changes therein, for the three and six months ended June 30, 2015: Level III Warrant (In thousands) Liabilities Balance as of December 31, 2014 $ 40,585 Issuance of warrants - Change in fair value (2,474 ) Balance as of March 31, 2015 $ 38,111 Issuance of warrants 1,419 Exchange of warrants (31,124 ) Change in fair value (7,434 ) Balance as of June 30, 2015 $ 972 |
Goodwill and Intangible Assets, Policy [Policy Text Block] | Intangible Assets As of June 30, 2015, 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 $ (427 ) $ 92 6 During the three and six months ended June 30, 2015, we did not acquire any new intangible assets and at June 30, 2015, all of our intangible assets consisted of intellectual property, which is not subject to renewal or extension. We review our intangible assets for impairment whenever events or circumstances indicate that the carrying amount of these assets may not be recoverable. In reviewing for impairment, we compare the carrying value of such assets to the estimated undiscounted future cash flows expected from the use of the assets and/or their eventual disposition. If the estimated undiscounted future cash flows are less than their carrying amount, we record an impairment loss to recognize a loss for the difference between the assets’ fair value and their carrying value. Since we have not recognized significant revenue to date, our estimates of future revenue may not be realized and the net realizable value of our capitalized costs of intellectual property or other intangible assets may become impaired. We had no intangible impairment for the three and six months ended June 30, 2015 or 2014. 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 2015 (6 months) $ 8 2016 $ 16 2017 $ 16 2018 $ 16 2019 $ 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. |
Warrant Liabilities, Policy [Policy Text Block] | Warrant Liabilities In May 2015, we entered into the Exchange Agreements whereby 21,277,220 warrants, at an exercise price of $0.58 per shares, issued by the Company between December 2011 and May 2014, were exchanged for 21,277,220 shares of common stock (the “Warrant Exchange”). We recognized a $4.4 million loss related to the Warrant Exchange for the three and six months ended June 30, 2015. In conjunction with the Securities Purchase Agreement entered in April 2015, the Company issued five year warrants to purchase an aggregate of 530,303 shares of our common stock, at an exercise price of $2.00 per share, subject to adjustment, including for issuances of common stock and common stock equivalents below the then current conversion or exercise price, as the case may be (the “April 2015 Warrants”). We have issued warrants to purchase common stock in July 2010, November 2010, December 2011, February 2012, and April 2015. The warrants are being accounted for as liabilities in accordance with FASB accounting rules, due to anti-dilution 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 six months ended June 30, 2015 and 2014, we recognized a gain of $7.4 million and $9.9 million, respectively, compared with a loss of $25 million and $20 million for the same periods in 2014, respectively, related to the revaluation of our warrant liabilities. |
New Accounting Pronouncements, Policy [Policy Text Block] | Recently Issued or Newly Adopted Accounting Standards In February 2015, the FASB issued Accounting Standards Update (“ASU”) 2015-02, Consolidation (Topic 810): Amendments to the Consolidation Analysis 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, . 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 Significa14
Note 2 - Summary of Significant Accounting Policies (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Nonemployees [Member] | |
Notes Tables | |
Schedule of Share-based Compensation, Stock Options, Activity [Table Text Block] | Weighted Avg. Shares Exercise Price Balance December 31, 2014 21,000 $ 28.40 Granted - $ - Cancelled - $ - Balance March 31, 2015 21,000 $ 28.40 Granted - $ - Cancelled (21,000 ) $ 28.40 Balance June 30, 2015 - $ - |
Employees and Directors [Member] | |
Notes Tables | |
Schedule of Share-based Compensation, Stock Options, Activity [Table Text Block] | Weighted Avg. Shares Exercise Price Balance December 31, 2014 378,000 $ 19.59 Granted 1,300,000 $ 2.20 Cancelled (1,000 ) $ 45.20 Balance March 31, 2015 1,677,000 $ 6.22 Granted - $ - Cancelled - $ 112.00 Balance June 30, 2015 1,677,000 $ 6.06 |
Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis [Table Text Block] | 2015 (In thousands) Level I Level II Level III Total Certificates of deposit $ 122 $ - $ - $ 122 Total assets $ 122 $ - $ - $ 122 Warrant liabilities $ - $ - $ 972 $ 972 Total liabilities $ - $ - $ 972 $ 972 |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Table Text Block] | Level III Warrant (In thousands) Liabilities Balance as of December 31, 2014 $ 40,585 Issuance of warrants - Change in fair value (2,474 ) Balance as of March 31, 2015 $ 38,111 Issuance of warrants 1,419 Exchange of warrants (31,124 ) Change in fair value (7,434 ) Balance as of June 30, 2015 $ 972 |
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 $ (427 ) $ 92 6 |
Schedule of Finite-Lived Intangible Assets, Future Amortization Expense [Table Text Block] | (In thousands) Year Amount 2015 (6 months) $ 8 2016 $ 16 2017 $ 16 2018 $ 16 2019 $ 16 |
Note 3 - Discontinued Operati15
Note 3 - Discontinued Operations (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
License and Management Services [Member] | |
Notes Tables | |
Disposal Groups, Including Discontinued Operations [Table Text Block] | Three months ended Six months ended June 30, June 30, (unaudited) (unaudited) (in thousands) 2015 2014 2015 2014 Revenues $ - $ 6 $ - $ 25 Expenses Cost of license and management services $ - $ (13 ) $ - $ 55 General and administrative expenses Salaries and benefits - - - 96 Other expenses - 11 - 83 Depreciation and amortization - - - 4 Total expenses $ - $ (2 ) $ - $ 238 Gain (loss) from discontinued operations $ - $ 8 $ - $ (213 ) |
Note 1 - Basis of Consolidati16
Note 1 - Basis of Consolidation, Presentation and Going Concern (Details Textual) - Scenario, Unspecified [Domain] - USD ($) | 1 Months Ended | 6 Months Ended | ||||
Jul. 31, 2015 | Jun. 30, 2015 | Jun. 30, 2014 | Apr. 30, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Crede [Member] | Subsequent Event [Member] | July 2015 Bridge Notes [Member] | ||||||
Debt Instrument, Interest Rate, Stated Percentage | 12.00% | |||||
Crede [Member] | Subsequent Event [Member] | Promissory Note [Member] | ||||||
Debt Instrument, Interest Rate, Stated Percentage | 8.00% | |||||
Proceeds from Short-term Debt, Maturing in Three Months or Less | $ 3,350,000 | |||||
Crede [Member] | Subsequent Event [Member] | Exchange of Promissory Note for July 2015 Bridge Notes [Member] | ||||||
Debt Conversion, Converted Instrument, Amount | 3,560,000 | |||||
Crede [Member] | April 2015 Bridge Notes [Member] | ||||||
Debt Instrument, Interest Rate, Stated Percentage | 12.00% | |||||
Subsequent Event [Member] | April 2015 Bridge Notes [Member] | ||||||
Repayments of Convertible Debt | $ 2,200,000 | |||||
April 2015 Bridge Notes [Member] | ||||||
Debt Instrument, Interest Rate, Stated Percentage | 12.00% | |||||
Cash and Cash Equivalents, at Carrying Value | $ 152,000 | $ 1,141,000 | $ 708,000 | $ 1,136,000 | ||
Working Capital Deficit | 5,000,000 | |||||
Net Cash Provided by (Used in) Operating Activities, Continuing Operations | $ (2,595,000) | $ (2,607,000) |
Note 2 - Summary of Significa17
Note 2 - Summary of Significant Accounting Policies (Details Textual) - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | |||
May. 31, 2015 | Apr. 30, 2015 | Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
Twenty Ten Stock Incentive Plan [Member] | Nonemployees [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 0 | 0 | 0 | 0 | ||
Allocated Share-based Compensation Expense | $ 1,000 | $ 2,000 | $ 3,000 | $ 3,000 | ||
Twenty Ten Stock Incentive Plan [Member] | Emplyees [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 250,000 | 250,000 | ||||
Twenty Ten Stock Incentive Plan [Member] | Employees and Directors [Member] | ||||||
Allocated Share-based Compensation Expense | $ 208,000 | 11,000 | $ 1,000,000 | 23,000 | ||
Twenty Ten Stock Incentive Plan [Member] | Director [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 0 | 1,050,000 | ||||
Twenty Ten Stock Incentive Plan [Member] | Minimum [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | 3 years | |||||
Twenty Ten Stock Incentive Plan [Member] | Maximum [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | 5 years | |||||
Twenty Ten Stock Incentive Plan [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized | 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 | 1,676,625 | 1,676,625 | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Available for Grant | 91,138 | 91,138 | ||||
Allocated Share-based Compensation Expense | $ 209,000 | $ 13,000 | $ 1,000,000 | $ 26,000 | ||
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized | $ 1,600,000 | $ 1,600,000 | ||||
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized, Period for Recognition | 2 years 47 days | |||||
Common Stock [Member] | ||||||
Stock Issued During Period, Shares, Issued for Services | 0 | 200,000 | 76,000 | 200,000 | ||
Sales Revenue, Net [Member] | Customer Concentration Risk [Member] | Three Customers [Member] | ||||||
Concentration Risk, Percentage | 97.00% | |||||
Sales Revenue, Net [Member] | Customer Concentration Risk [Member] | Four Customers [Member] | ||||||
Concentration Risk, Percentage | 99.00% | |||||
Stock Options and Warrants [Member] | ||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 2,635,635 | 22,439,683 | ||||
Minimum [Member] | Furniture and Equipment [Member] | ||||||
Property, Plant and Equipment, Useful Life | 2 years | |||||
Minimum [Member] | Leasehold Improvements [Member] | ||||||
Property, Plant and Equipment, Useful Life | 5 years | |||||
Maximum [Member] | Furniture and Equipment [Member] | ||||||
Property, Plant and Equipment, Useful Life | 7 years | |||||
Maximum [Member] | Leasehold Improvements [Member] | ||||||
Property, Plant and Equipment, Useful Life | 7 years | |||||
Finite-lived Intangible Assets Acquired | $ 0 | $ 0 | ||||
Impairment of Intangible Assets, Finite-lived | 0 | $ 0 | 0 | $ 0 | ||
Gain (Loss) on Exchange of Warrants | 4,410,000 | 4,410,000 | ||||
Cash, Uninsured Amount | 25,000 | 25,000 | ||||
Class of Warrant or Right, Exchanged During Period, Exercise Price | $ 0.58 | |||||
Stock Issued During Period, Shares, Warrants Exchanged | 21,277,220 | |||||
Warrants and Rights Outstanding Duration | 5 years | |||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 530,303 | |||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 2 | |||||
Fair Value Adjustment of Warrants | 7,434,000 | $ (25,493,000) | 9,908,000 | $ (20,392,000) | ||
Fair Value Adjustment of Warrants | $ (7,434,000) | $ 25,493,000 | $ (9,908,000) | $ 20,392,000 |
Note 2 - Summary of Significa18
Note 2 - Summary of Significant Accounting Policies - Employee and Director Stock Option Activity (Details) - Employees and Directors [Member] - $ / shares | 3 Months Ended | 6 Months Ended | |
Jun. 30, 2015 | Mar. 31, 2015 | Jun. 30, 2015 | |
Balance (in shares) | 1,677,000 | 378,000 | 378,000 |
Balance (in dollars per share) | $ 6.22 | $ 19.59 | $ 19.59 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 1,300,000 | ||
Granted (in dollars per share) | $ 2.20 | ||
Cancelled (in shares) | (1,000) | ||
Cancelled (in dollars per share) | $ 112 | $ 45.20 | |
Balance (in shares) | 1,677,000 | 1,677,000 | 1,677,000 |
Balance (in dollars per share) | $ 6.06 | $ 6.22 | $ 6.06 |
Note 2 - Summary of Significa19
Note 2 - Summary of Significant Accounting Policies - Non-employee Stock Option Activity (Details) - Nonemployees [Member] - $ / shares | 3 Months Ended | |
Jun. 30, 2015 | Mar. 31, 2015 | |
Balance (in shares) | 21,000 | 21,000 |
Balance (in dollars per share) | $ 28.40 | $ 28.40 |
Balance (in shares) | 21,000 | |
Balance (in dollars per share) | $ 28.40 | |
Cancelled (in shares) | (21,000) | |
Cancelled (in dollars per share) | $ 28.40 |
Note 2 - Summary of Significa20
Note 2 - Summary of Significant Accounting Policies - Fair Value, Assets and Liabilities Measured on Recurring Basis (Details) $ in Thousands | Jun. 30, 2015USD ($) |
Fair Value, Inputs, Level 1 [Member] | |
Certificates of deposit | $ 122 |
Total assets | $ 122 |
Warrant liabilities | |
Total liabilities | |
Fair Value, Inputs, Level 2 [Member] | |
Certificates of deposit | |
Total assets | |
Warrant liabilities | |
Total liabilities | |
Fair Value, Inputs, Level 3 [Member] | |
Certificates of deposit | |
Total assets | |
Warrant liabilities | $ 972 |
Total liabilities | 972 |
Certificates of deposit | 122 |
Total assets | 122 |
Warrant liabilities | 972 |
Total liabilities | $ 972 |
Note 2 - Summary of Significa21
Note 2 - Summary of Significant Accounting Policies - Fair Value Measurements Using Significant Level III Inputs (Details) - Warrants [Member] - USD ($) $ in Thousands | 3 Months Ended | |
Jun. 30, 2015 | Mar. 31, 2015 | |
Balance | $ 38,111 | $ 40,585 |
Issuance of warrants | 1,419 | |
Change in fair value | (7,434) | $ (2,474) |
Balance | 972 | $ 38,111 |
Exchange of warrants | $ (31,124) |
Note 2 - Summary of Significa22
Note 2 - Summary of Significant Accounting Policies - Gross and Net Carrying Amounts of Intangible Assets Subject to Amortization (Details) - USD ($) | 6 Months Ended |
Jun. 30, 2015 | |
Gross Carrying Amount | $ 519,000 |
Accumulated Amortization | (427,000) |
Net Balance | $ 92,000 |
Amortization Period | 6 years |
Note 2 - Summary of Significa23
Note 2 - Summary of Significant Accounting Policies - Estimated Remaining Amortization Expense for Intangible Assets (Details) $ in Thousands | Jun. 30, 2015USD ($) |
2015 (6 months) | $ 8 |
2,016 | 16 |
2,017 | 16 |
2,018 | 16 |
2,019 | $ 16 |
Note 3 - Discontinued Operati24
Note 3 - Discontinued Operations (Details Textual) - USD ($) | Jun. 30, 2015 | Dec. 31, 2014 |
Disposal Group, Including Discontinued Operation, Assets | $ 0 | $ 0 |
Disposal Group, Including Discontinued Operation, Liabilities | $ 0 | $ 0 |
Note 3 - Discontinued Operati25
Note 3 - Discontinued Operations - Revenues and Expenses of Discontinued Operations, License and Management Services (Unaudited) (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
License and Management Services [Member] | Salaries and Benefit [Member] | ||||
General and administrative expenses | ||||
Salaries and benefits | $ 96 | |||
License and Management Services [Member] | Other General and Administrative Expense [Member] | ||||
General and administrative expenses | ||||
Salaries and benefits | $ 11 | 83 | ||
License and Management Services [Member] | ||||
Revenues. | 6 | 25 | ||
Cost of license and management services | $ (13) | 55 | ||
General and administrative expenses | ||||
Depreciation and amortization | 4 | |||
Total expenses | $ (2) | 238 | ||
Gain (loss) from discontinued operations | $ 8 | $ (213) |
Note 4 - Related Party Disclo26
Note 4 - Related Party Disclosure (Details Textual) - USD ($) | 1 Months Ended | 6 Months Ended | 12 Months Ended | ||||
Jun. 30, 2015 | Dec. 31, 2014 | May. 31, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | Dec. 31, 2014 | Apr. 30, 2015 | |
Crede [Member] | |||||||
Proceeds from Related Party Debt | $ 250,000 | ||||||
Stock Issued During Period, Shares, New Issues | 3,662,932 | ||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 3,662,932 | 3,662,932 | |||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.58 | $ 0.58 | |||||
Proceeds from Issuance or Sale of Equity | $ 2,100,000 | ||||||
Stock Issued During Period, Shares, Conversion of Convertible Securities | 3,662,932 | ||||||
Investor [Member] | |||||||
Stock Issued During Period, Shares, New Issues | 150,000 | ||||||
Share Price | $ 2 | $ 2 | |||||
Proceeds from Issuance of Common Stock | $ 300,000 | ||||||
Shamus [Member] | |||||||
Stock Issued During Period, Shares, New Issues | 344,828 | ||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 344,828 | ||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.58 | ||||||
Proceeds from Issuance or Sale of Equity | $ 200,000 | ||||||
Stock Issued During Period, Shares, Conversion of Convertible Securities | 344,828 | ||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 530,303 | ||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 2 | ||||||
Proceeds from Issuance or Sale of Equity | $ 2,500,000 |
Note 5 - Short-term Debt (Detai
Note 5 - Short-term Debt (Details Textual) - Scenario, Unspecified [Domain] - USD ($) | 1 Months Ended | 6 Months Ended | |||
Jun. 30, 2015 | Apr. 30, 2015 | Jun. 30, 2015 | Jun. 30, 2014 | Dec. 31, 2014 | |
Crede [Member] | April 2015 Bridge Notes [Member] | |||||
Debt Instrument, Interest Rate, Stated Percentage | 12.00% | ||||
Repayments of Related Party Debt | $ 560,000 | ||||
Crede [Member] | |||||
Proceeds from Related Party Debt | $ 250,000 | ||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.58 | ||||
April 2015 Bridge Notes [Member] | |||||
Proceeds from Convertible Debt | 2,000,000 | ||||
Debt Instrument, Face Amount | $ 2,120,000 | ||||
Debt Instrument, Interest Rate, Stated Percentage | 12.00% | ||||
Net Proceeds of Convertible Debt | $ 1,815,000 | ||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 2 | ||||
Fair Value Inputs, Discount Rate | 12.00% | ||||
Proceeds from Convertible Debt | $ 2,000,000 | ||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 2 |
Note 6 - Other Income_Write-o28
Note 6 - Other Income/Write-off of Liabilities (Details Textual) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
Other Nonoperating Income (Expense) | $ 10 | $ 1,194 | $ 21 | $ 1,194 |
Note 7 - Subsequent Event (Deta
Note 7 - Subsequent Event (Details Textual) - USD ($) | 1 Months Ended | ||
Jul. 31, 2015 | Apr. 30, 2015 | Dec. 31, 2014 | |
Subsequent Event [Member] | Promissory Note [Member] | Crede [Member] | Interest Rate Increase After Maturity [Member] | |||
Debt Instrument, Interest Rate, Stated Percentage | 12.00% | ||
Subsequent Event [Member] | Promissory Note [Member] | Crede [Member] | |||
Proceeds from Short-term Debt, Maturing in Three Months or Less | $ 3,350,000 | ||
Debt Instrument, Face Amount | $ 3,350,000 | ||
Debt Instrument, Interest Rate, Stated Percentage | 8.00% | ||
Subsequent Event [Member] | April 2015 Bridge Notes [Member] | |||
Repayments of Convertible Debt | $ 2,200,000 | ||
Subsequent Event [Member] | July 2015 Bridge Notes [Member] | Crede [Member] | |||
Debt Instrument, Interest Rate, Stated Percentage | 12.00% | ||
Subsequent Event [Member] | Crede [Member] | Exchange of Promissory Note for July 2015 Bridge Notes [Member] | |||
Debt Conversion, Original Debt, Amount | $ 3,350,000 | ||
Debt Conversion, Converted Instrument, Amount | $ 3,560,000 | ||
Subsequent Event [Member] | July 2015 Warrants [Member] | Crede [Member] | |||
Warrants Expiration Term | 5 years | ||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 936,462 | ||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 1.90 | ||
Subsequent Event [Member] | April 2015 Warrants [Member] | Crede [Member] | |||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 530,303 | ||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 1.21 | ||
Subsequent Event [Member] | Crede [Member] | |||
Debt Instrument, Convertible, Conversion Price | $ 1.90 | ||
April 2015 Bridge Notes [Member] | Crede [Member] | |||
Debt Instrument, Interest Rate, Stated Percentage | 12.00% | ||
April 2015 Bridge Notes [Member] | |||
Debt Instrument, Face Amount | $ 2,120,000 | ||
Debt Instrument, Interest Rate, Stated Percentage | 12.00% | ||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 2 | ||
Crede [Member] | |||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 3,662,932 | ||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.58 | ||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 530,303 | ||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 2 |