| Significant Accounting Policies [Text Block] | Note 2. Revenue Recognition Revenue from contracts with customers is recognized when, or as, we satisfy our performance obligations by transferring the promised goods or services to the customers. A good or service is transferred to a customer when, or as, the customer obtains control of that good or service. A performance obligation may i.e. not third The following table disaggregates our revenue by contract (in thousands): Three Months Ended Six Months Ended Revenue Percentage Revenue Percentage Commercial $ 2,145 66 % $ 3,245 63 % Government 1,128 34 % 1,939 37 % $ 3,273 100 % $ 5,184 100 % Because the Company’s contracts have an expected duration of one 606 10 50 14 not Our Catasys contracts are generally designed to provide cash fees to us on a monthly basis, an upfront case rate, or fee for service based on enrolled members. The Company’s performance obligation is satisfied over time as the On Trak June 30, 2018. Cost of Services Cost of healthcare services consists primarily of salaries related to our care coaches, outreach specialists and other staff directly involved in member care, healthcare provider claims payments, and fees charged by our third third Trak TM Cash Equivalents and Concentration of Credit Risk We consider all highly liquid investments with an original maturity of three may June 30, 2018, $5.4 For the six June 30, 2018, five 93% 26%, 25%, 16%, 15%, 11% three 71% 42%, 17%, 12% For the three June 30, 2018, two 36% 19% 17% Basic and Diluted Income ( Loss ) per Share Basic income (loss) per share is computed by dividing the net loss to common stockholders for the period by the weighted average number of common stock outstanding during the period. Diluted loss per share is computed by dividing the net loss for the period by the weighted average number of common stock and dilutive common equivalent shares outstanding during the period. Common equivalent shares, consisting of 4,571,912 2,255,381 six June 30, 2018 2017, Common equivalent shares, consisting of 413,701 three June 30, 2017, Three Months Ended Six Months Ended June 30 June 30 (in thousands, except per share amounts) 2018 2017 2018 2017 Numerator Net income (loss) $ (4,200 ) $ 13,925 $ (8,418 ) $ (7,843 ) Denominator Weighted-average common shares outstanding 15,913 13,885 15,906 11,578 Shares used in calculation - basic 15,913 13,885 15,906 11,578 Shares issuable for stock options and warrants - 414 - - Shares used in calculation - diluted 15,913 14,299 15,906 11,578 Net income (loss) per share from operations Basic $ (0.26 ) $ 1.00 $ (0.53 ) $ (0.68 ) Diluted $ (0.26 ) $ 0.97 $ (0.53 ) $ (0.68 ) Share-Based Compensation Our 2017 “2017 2,333,334 243,853 2010 “2010 422A 2017 no ten three five June 30, 2018, 2,526,664 368,609 50,523 2017 Share-based compensation expense attributable to operations were approximately $425,000 $753,000 three six June 30, 2018, $32,000 $159,000 2017, 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 consolidated statements of operations. 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 consolidated statements of operations for the three six June 30, 2018 2017 There were 642,307 three six June 30, 2018 no 2017. six June 30, 2018 Weighted Avg. Shares Exercise Price Balance December 31, 2017 1,885,383 $ 11.46 Granted 642,307 7.50 Cancelled (1,026 ) 546.19 Balance June 30, 2018 2,526,664 $ 10.24 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 six June 30, 2018 2017, No. 107 110 As of June 30, 2018, $6.7 2017 3.5 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 three six June 30, 2018 2017. There was no three six June 30, 2018 2017. There were 0 24,000 three six June 30, 2018, 90,000 2017. There were 9,720 June 2018 4 There were 2,045,248 2,011,528 June 30, 2018 2017, Common Stock There were 0 24,000 three six June 30, 2018, 14,493 28,985 2017. In April 2017, 3,125,000 $4.80 $4.464 April 28, 2017. $15.0 Pursuant to the underwriting agreement with Joseph Gunnar, we granted the underwriters a 45 468,750 May, 303,750 $1.5 In connection with the public offering, our common stock began trading on the NASDAQ Capital Market (“NASDAQ”) under the symbol “CATS” beginning on April 26, 2017. In April 2017, one hundred 100% 2,982,994 $1.4 six June 30, 2017. In April 2017, $1.1 233,734 $83,807 In April 2017, 1 6 six one not No All stock options and warrants to purchase common stock outstanding and our Common Stock reserved for issuance under the Company's equity incentive plans immediately prior to the reverse stock split were appropriately adjusted by dividing the number of affected shares of common stock by six six Income Taxes We have recorded a full valuation allowance against our otherwise recognizable deferred tax assets as of June 30, 2018. not June 30, 2018. 740, not not 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% may 50% no June 30, 2018 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 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 2 three three 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, 2018 Balance at June 30, 2018 (Amounts in thousands) Level I Level II Level III Total Certificates of deposit 71 - - 71 Total assets 71 - - 71 Warrant liabilities - - 59 59 Total liabilities - - 59 59 Financial instruments classified as Level III in the fair value hierarchy as of June 30, 2018, Warrant Liabilities The following table summarizes our fair value measurements using significant Level III inputs, and changes therein, for the six June 30, 2018: Level III Warrant (Dollars in thousands) Liabilities Balance as of December 31, 2017 $ 30 Issuance of warrants - Change in fair value 29 Balance as of June 30, 2018 $ 59 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 seven five seven Variable Interest Entities Generally, an entity is defined as a Variable Interest Entity (“VIE”) under current accounting rules if it has (a) equity that is insufficient to permit the entity to finance its activities without additional subordinated financial support from other parties, or (b) equity investors that cannot make significant decisions about the entity’s operations, or that do not As discussed under the heading Management Services Agreement not third not Based on the design and provisions of this MSA and the working capital loans provided to the medical group, we have determined that TIH is a VIE, and that we are the primary beneficiary as defined in the current accounting rules. Accordingly, we are required to consolidate the revenues and expenses of the managed medical corporation. Management Services Agreement In April 2018, not ● general administrative support services; ● information systems; ● recordkeeping; ● billing and collection; ● obtaining and maintaining all federal, state and local licenses, certifications and regulatory permits. All clinical matters relating to the operation of TIH and the performance of clinical services through the network of providers shall be the sole and exclusive responsibility of the TIH Board free of any control or direction by Catasys. TIH pays us a monthly fee equal to the aggregate amount of (a) our costs of providing management services (including reasonable overhead allocable to the delivery of our services and including salaries, rent, equipment, and tenant improvements incurred for the benefit of the medical group, provided that any capitalized costs will be amortized over a five 10% 15% Under the MSA, the equity owner of the affiliated treatment center has only a nominal equity investment at risk, and we absorb or receive a majority of the entity’s expected losses or expected residual returns. We also agree to provide working capital loans to allow for TIH to pay for its obligations. Substantially all of the activities of TIH either involves us or are conducted for our benefit, as evidenced by the facts that (i) the operations of TIH is conducted primarily using our licensed protocols and (ii) under the MSA, we agree to provide and perform all non-medical management and administrative services for the treatment center. Payment of our management fee is subordinate to payments of the obligations of TIH, and repayment of the working capital loans is not third not The amounts and classification of assets and liabilities of the VIE included in our consolidated balance sheets at June 30, 2018 (in thousands) June 30, 201 8 Cash and cash equivalents $ 96 Accounts payable 7 Accrued liabilities 50 Total liabilities $ 57 Warrant Liabilities The warrant liabilities were calculated using the Black-Scholes model based upon the following assumptions: June 30 , 201 8 Expected volatility 102.90 % Risk-free interest rate 2.52 % Weighted average expected lives in years 1.79 Expected dividend 0 % We issued 11,049 April 2015 For the three six June 30, 2018, $19,000 $29,000, $7.0 $1.8 2017, Recently Issued or Newly Adopted Accounting Standards In June 2018, 2018 07, Improvements to Nonemployee Share-Based Payment Accounting 2018 07” 505 50 718 December 15, 2018, no 606. In April 2016, 2016 10, Revenue from Contracts with Customers (Topic 606 ) 2016 10” 2014 09, 2014 09, December 15, 2017. 2016 10 $1.9 January 1, 2018 ( 3 In February 2016, No. 2016 02, Leases (Topic 842 ) 2016 02” . 606, Revenue from Contracts with Customers no 2016 02 December 15, 2018, January 1, 2019, not may not fourth 2018. In June 2016, 2016 13, Financial Instruments - Credit Losses 2016 13” not first 2021. In July 2017, 2017 11, Earnings Per Share (Topic 260 ); Distinguishing Liabilities from Equity (Topic 480 ); Derivatives and Hedging (Topic 815 ): (Part I) Accounting for Certain Financial Instruments with Down Round Features, (Part II) Replacement of the Indefinite Deferral for Mandatorily Redeemable Financial Instruments of Certain Nonpublic Entities and Certain Mandatorily Redeemable Noncontrolling Interests with a Scope Exception 2017 11” no no December 15, 2018, 2017 11 not |
