Document And Entity Information
Document And Entity Information - shares | 9 Months Ended | |
Sep. 30, 2018 | Nov. 13, 2018 | |
Document Information [Line Items] | ||
Entity Registrant Name | CATASYS, INC. | |
Entity Central Index Key | 1,136,174 | |
Trading Symbol | cats | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Non-accelerated Filer | |
Entity Current Reporting Status | Yes | |
Entity Emerging Growth Company | false | |
Entity Small Business | true | |
Entity Common Stock, Shares Outstanding (in shares) | 16,135,956 | |
Document Type | 10-Q | |
Document Period End Date | Sep. 30, 2018 | |
Document Fiscal Year Focus | 2,018 | |
Document Fiscal Period Focus | Q3 | |
Amendment Flag | false |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Current Period Unaudited) - USD ($) $ in Thousands | Sep. 30, 2018 | Dec. 31, 2017 |
Current assets | ||
Cash and cash equivalents | $ 4,855 | $ 4,779 |
Receivables, net of allowance for doubtful accounts of $0 and $476, respectively | 2,391 | 511 |
Prepaids and other current assets | 628 | 366 |
Total current assets | 7,874 | 5,656 |
Long-term assets | ||
Property and equipment, net of accumulated depreciation of $1,747 and $1,542, respectively | 314 | 612 |
Deposits and other assets | 291 | 336 |
Total Assets | 8,479 | 6,604 |
Current liabilities | ||
Accounts payable | 441 | 980 |
Accrued compensation and benefits | 1,205 | 1,177 |
Deferred revenue | 5,031 | 2,914 |
Other accrued liabilities | 1,973 | 578 |
Total current liabilities | 8,650 | 5,649 |
Long-term liabilities | ||
Long term debt, net of discount of $535 and $0, respectively | 7,415 | |
Deferred rent and other long-term liabilities | 25 | |
Capital leases | 2 | |
Warrant liabilities | 124 | 30 |
Total Liabilities | 16,189 | 5,706 |
Stockholders' (deficit)/equity | ||
Preferred stock, $0.0001 par value; 50,000,000 shares authorized; no shares issued and outstanding | 0 | 0 |
Common stock, $0.0001 par value; 500,000,000 shares authorized; 16,087,186 and 15,889,171 shares issued and outstanding at September 30, 2018 and December 31, 2017, respectively | 2 | 2 |
Additional paid-in-capital | 296,506 | 294,220 |
Retained earnings | (304,218) | (293,324) |
Total Stockholders' (Deficit)/Equity | (7,710) | 898 |
Total Liabilities and Stockholders' (Deficit)/Equity | $ 8,479 | $ 6,604 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Current Period Unaudited) (Parentheticals) - USD ($) $ in Thousands | Sep. 30, 2018 | Dec. 31, 2017 |
Receivables, allowance for doubtful accounts | $ 0 | $ 476 |
Property and equipment, accumulated dereciation | 1,747 | 1,542 |
Long term debt, discount | $ 535 | $ 0 |
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) | 16,087,186 | 15,889,171 |
Common stock, shares outstanding (in shares) | 16,087,186 | 15,889,171 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) shares in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Revenues: | ||||
Healthcare services revenues | $ 4,369,000 | $ 1,195,000 | $ 9,553,000 | $ 4,682,000 |
Operating expenses | ||||
Cost of healthcare services | 3,237,000 | 1,664,000 | 8,465,000 | 4,361,000 |
General and administrative | 5,120,000 | 2,575,000 | 13,298,000 | 8,144,000 |
Depreciation and amortization | 59,000 | 47,000 | 229,000 | 131,000 |
Total operating expenses | 8,416,000 | 4,286,000 | 21,992,000 | 12,636,000 |
Loss from operations | (4,047,000) | (3,091,000) | (12,439,000) | (7,954,000) |
Other Income | 16,000 | 40,000 | 44,000 | |
Interest expense | (241,000) | (1,000) | (278,000) | (3,408,000) |
Loss on conversion of note | (1,356,000) | |||
Loss on issuance of common stock | (145,000) | |||
Change in fair value of derivative liability | 132,000 | |||
Change in fair value of warrant liability | (65,000) | (2,000) | (94,000) | 1,767,000 |
Loss from operations before provision for income taxes | (4,353,000) | (3,078,000) | (12,771,000) | (10,920,000) |
Provision for income taxes | 2,000 | 0 | 4,000 | |
Net Loss | $ (4,353,000) | $ (3,080,000) | $ (12,771,000) | $ (10,924,000) |
Basic and diluted net loss from operations per share: (in dollars per share) | $ (0.27) | $ (0.06) | $ (0.80) | $ (0.30) |
Basic and diluted weighted number of shares outstanding (in shares) | 15,917 | 47,638 | 15,909 | 36,181 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 9 Months Ended | |
Sep. 30, 2018 | Sep. 30, 2017 | |
Operating activities: | ||
Net loss | $ (12,771,000) | $ (10,924,000) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 229,000 | 131,000 |
Amortization of debt discount and issuance costs included in interest expense | 95,000 | 3,335,000 |
Issuance of stock and warrants | 112,000 | 181,000 |
Loss on disposal of fixed assets | 69,000 | |
Provision for doubtful accounts | 307,000 | |
Deferred rent | (67,000) | (60,000) |
Share-based compensation expense | 2,024,000 | 191,000 |
Loss on conversion of convertible debenture | 1,356,000 | |
Loss on issuance of common stock | 145,000 | |
Fair value adjustment on warrant liability | 94,000 | (1,767,000) |
Fair value adjustment on derivative liability | (132,000) | |
Changes in current assets and liabilities: | ||
Receivables | (1,880,000) | 36,000 |
Prepaids and other current assets | 3,000 | 113,000 |
Deferred revenue | 3,994,000 | 1,655,000 |
Accounts payable and other accrued liabilities | 949,000 | 85,000 |
Net cash used by operating activities | (7,063,000) | (5,348,000) |
Investing activities: | ||
Purchases of property and equipment | (274,000) | |
Net cash used by investing activities | (274,000) | |
Financing activities: | ||
Proceeds from the issuance of common stock and warrants | 16,458,000 | |
Proceeds from the issuance of bridge loans | 1,300,000 | |
Payments on convertible debenture | (4,363,000) | |
Transactions costs | (1,667,000) | |
Proceeds from secured promissory note | 7,500,000 | |
Debt issuance costs | (336,000) | |
Capital lease obligations | (25,000) | (31,000) |
Net cash provided by financing activities | 7,139,000 | 11,697,000 |
Net increase in cash and cash equivalents | 76,000 | 6,075,000 |
Cash and cash equivalents at beginning of period | 4,779,000 | 851,000 |
Cash and cash equivalents at end of period | 4,855,000 | 6,926,000 |
Supplemental disclosure of cash paid | ||
Interest | ||
Income taxes | 40,000 | |
Supplemental disclosure of non-cash activity | ||
Common stock issued for conversion of debt and accrued interest | 7,163,000 | |
Common stock issued upon settlement of deferred compensation to officer | 1,122,000 | |
Warrants issued in connection with A/R Facility | 64,000 | |
Warrants Issued for Services [Member] | ||
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Issuance of stock and warrants | $ 86,000 |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' (Deficit)/Equity (Unaudited) - 9 months ended Sep. 30, 2018 - USD ($) $ in Thousands | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Total |
Balance (in shares) at Dec. 31, 2017 | 15,889,171 | 15,889,171 | ||
Balance at Dec. 31, 2017 | $ 2 | $ 294,220 | $ (293,324) | $ 898 |
Adoption of accounting standard at Dec. 31, 2017 | 1,877 | 1,877 | ||
Balance at Dec. 31, 2017 | $ 2 | 294,220 | (291,447) | $ 2,775 |
Common stock issued for outside services (in shares) | 24,000 | 24,000 | ||
Common stock issued for outside services | 112 | $ 112 | ||
Warrants issued for services | 86 | 86 | ||
Warrants issued in connection with A/R facility | 64 | 64 | ||
Cashless warrant exercise (in shares) | 174,015 | |||
Share-based compensation expense | 2,024 | 2,024 | ||
Net loss | (12,771) | $ (12,771) | ||
Balance (in shares) at Sep. 30, 2018 | 16,087,186 | 16,087,186 | ||
Balance at Sep. 30, 2018 | $ 2 | $ 296,506 | $ (304,218) | $ (7,710) |
Note 1 - Basis of Consolidation
Note 1 - Basis of Consolidation and Presentation | 9 Months Ended |
Sep. 30, 2018 | |
Notes to Financial Statements | |
Organization, Consolidation and Presentation of Financial Statements Disclosure [Text Block] | Note 1. Basis of Consolidation and Presentation We harness proprietary big data predictive analytics, artificial intelligence and telehealth, combined with human intervention, to deliver improved member health and cost savings to health plans through integrated technology enabled treatment solutions. It is our mission to provide access to affordable and effective care, thereby improving health and reducing cost of care for people who suffer from the medical consequences of behavioral health conditions; helping these people and their families achieve and maintain better lives. 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 not not may 10 December 31, 2017, December 31, 2017, Our ability to fund our ongoing operations is dependent on increasing the number of members that are eligible for our solutions by signing new contracts, identifying more eligible members in existing contracts, and generating fees from existing and new contracts and the success of management’s plan to increase revenue and continue to control expenses. We currently operate our On Trak twenty-two 2018. Management’s Plans In June 2018 $7.5 $5.0 $2.5 not $5.0 three November 30, 2018. August 2018, $2.5 three $5.0 November 30, 2018. June 2018, $2.5 85% not Historically we have seen and continue to see net losses, net loss from operations, negative cash flow from operating activities, and historical working capital deficits as we continue through a period of rapid growth. These conditions raise substantial doubt about our ability to continue as a going concern. The accompanying financial statements do not first nine 2018. second 2019. twelve not All inter-company transactions have been eliminated in consolidation. |
Note 2 - Summary of Significant
Note 2 - Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2018 | |
Notes to Financial Statements | |
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: Three Months Ended Nine Months Ended (in thousands) September 30, 2018 September 30, 2018 Revenue Percentage Revenue Percentage Commercial $ 2,635 60% $ 5,893 62% Government 1,734 40% 3,660 38% $ 4,369 100% $ 9,553 100% 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 September 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 Cash Equivalents and Concentration of Credit Risk We consider all highly liquid investments with an original maturity of three may September 30, 2018, $4.4 For the nine September 30, 2018, five 86% 26%, 23%, 15%, 11%, 11% three 66% 27%, 22%, 17% For the three September 30, 2018, one 12% 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 shares of common stock 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 shares of common stock and dilutive common equivalent shares outstanding during the period. Common equivalent shares, consisting of 3,641,785 1,795,246 nine September 30, 2018 2017, Share-Based Compensation Our 2017 “2017 2,333,334 243,853 2010 “2010 August 2018, 2017 1,400,000 “2017 422A 2017 no ten three five September 30, 2018, 3,641,785 390,880 335,402 2017 Share-based compensation expense was $1.1 $2.0 three nine September 30, 2018, $32,000 $191,000 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 nine September 30, 2018 2017 There were 1,167,957 1,810,264 three nine September 30, 2018 no 2017. nine September 30, 2018 Weighted Avg. Shares Exercise Price Balance December 31, 2017 1,885,383 $ 11.46 Granted 1,810,264 7.50 Cancelled (53,862 ) 17.76 Balance September 30, 2018 3,641,785 $ 9.40 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 nine September 30, 2018 2017, No. 107 110 As of September 30, 2018, $6.3 2017 3.94 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 nine September 30, 2018 2017. There was no three nine September 30, 2018 2017. There were 0 24,000 three nine September 30, 2018, 90,000 2017. There were 9,720 June 2018 4 In September 2018, 250,002 174,015 $0.0001, There were 1,795,246 2,011,528 September 30, 2018 2017, Common Stock There were 0 24,000 three nine September 30, 2018, 0 28,985 2017. In September 2018, 250,002 174,015 $0.0001, 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 September 30, 2018. not September 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 September 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 September 30, 2018 Balance at September 30, 2018 (Amounts in thousands) Level I Level II Level III Total Certificates of deposit 71 - - 71 Total assets 71 - - 71 Warrant liabilities - - 124 124 Total liabilities - - 124 124 Financial instruments classified as Level III in the fair value hierarchy as of September 30, 2018, Warrant Liabilities The following table summarizes our fair value measurements using significant Level III inputs, and changes therein, for the three nine September 30, 2018: Level III Warrant (Dollars in thousands) Liabilities Balance as of December 31, 2017 $ 30 Issuance of warrants - Change in fair value 94 Balance as of September 30, 2018 $ 124 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 entities, we have determined that TIH and CIH are a VIE’s, 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, July 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 CIH and the performance of clinical services through the network of providers shall be the sole and exclusive responsibility of the TIH and CIH Board free of any control or direction by Catasys. TIH and CIH pay 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’s, 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 and CIH to pay for their obligations. Substantially all of the activities of TIH and CIH 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 CIH, 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 September 30, 2018 (in thousands) September 30, 2018 Cash and cash equivalents $ 76 Accounts receivable 56 Total Assets $ 132 Accounts payable $ 6 Accrued liabilities 69 Total Liabilities $ 75 Warrant Liabilities The warrant liabilities were calculated using the Black-Scholes model based upon the following assumptions: September 30 , 2018 Expected volatility 102.90 % Risk-free interest rate 2.81 % Weighted average expected lives in years 1.54 Expected dividend 0 % We issued 11,049 April 2015 For the three nine September 30, 2018, $65,000 $94,000, $2,000 $1.8 2017, Recently Issued or Newly Adopted Accounting Standards In August 2018, No. 2018 13, Fair Value Measurement (Topic 820 820, December 15, 2019, In June 2018, 2018 07, Improvements to Nonemployee Share-Based Payment Accounting 2018 07” 505 50 718 December 15, 2018, no 606. not 2018 07 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, not 2017 11 |
Note 3 - ASC 606
Note 3 - ASC 606 | 9 Months Ended |
Sep. 30, 2018 | |
Notes to Financial Statements | |
Revenue from Contract with Customer [Text Block] | Note 3. 606 In May 2014, No. 2014 09, Revenue from Contracts with Customers (Topic 606 2014 09” 2014 09 605 605” 605. 606 We adopted ASC 606 January 1, 2018 not January 1, 2018 2014 09 Balance at December 31, 2017 Adjustments Due to Adoption of ASC 606 Balance at Balance Sheet Liabilities Deferred revenue $ (2,914 ) $ 1,877 $ (1,037 ) Equity Retained earnings (293,324 ) 1,877 (291,447 ) In accordance with the new revenue standard requirements, the disclosure of the impact of adoption on our consolidated income statement and balance sheet for the three nine September 30, 2018 Three Months Ended September 30, 2018 As Balances Without Adoption of Effect of Change Income Statement Revenues Healthcare services revenues $ 4,369 $ 3,146 $ 1,223 Net loss (4,353 ) (5,576 ) 1,223 Nine Months Ended September 30, 2018 As Balances Without Adoption of Effect of Change Income Statement Revenues Healthcare services revenues $ 9,553 $ 6,032 $ 3,521 Net loss (12,771 ) (16,292 ) 3,521 |
Note 4 - Long-term Debt
Note 4 - Long-term Debt | 9 Months Ended |
Sep. 30, 2018 | |
Notes to Financial Statements | |
Debt Disclosure [Text Block] | Note 4. Long-Term Debt In June 2018 $7.5 $5.0 $2.5 not $5.0 three November 30, 2018. August 2018, $2.5 three $5.0 November 30, 2018. Repayment of the loans is on an interest-only basis through September 1, 2019, $20.0 six June 30, 2019. 8.75% one 2.0%. 0.2% 0.4% $9,000 $10,000 three nine September 30, 2018, 6.0% March 1, 2022 3% 2% not $147,000 170,000 three nine September 30, 2018. Obligations under the Loan Agreement are secured by a first not The Loan Agreement includes customary affirmative and restrictive covenants, excluding any covenants to attain or maintain certain financial metrics, and also includes customary events of default, including for payment failures, breaches of covenants, change of control and material adverse changes. Upon the occurrence of an event of default and following any applicable cure periods, a default interest rate of an additional 5% may 6% may In connection with the Loan Agreement, we were obligated to pay the Lender a $75,000 We recognized approximately $588,000 $49,000 $53,000 three nine September 30, 2018 Also in June 2018, $2.5 85% 3.0%. 1% two first not In connection with the A/R Facility agreement, we issued Heritage Bank of Commerce warrants to purchase an aggregate of 9,720 two $262,000 $35,000 $41,000 three nine September 30, 2018 |
Significant Accounting Policies
Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2018 | |
Accounting Policies [Abstract] | |
Revenue Recognition, Policy [Policy Text Block] | 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: Three Months Ended Nine Months Ended (in thousands) September 30, 2018 September 30, 2018 Revenue Percentage Revenue Percentage Commercial $ 2,635 60% $ 5,893 62% Government 1,734 40% 3,660 38% $ 4,369 100% $ 9,553 100% 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 September 30, 2018. |
Cost of Sales, Policy [Policy Text Block] | 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 |
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 may September 30, 2018, $4.4 For the nine September 30, 2018, five 86% 26%, 23%, 15%, 11%, 11% three 66% 27%, 22%, 17% For the three September 30, 2018, one 12% |
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 shares of common stock 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 shares of common stock and dilutive common equivalent shares outstanding during the period. Common equivalent shares, consisting of 3,641,785 1,795,246 nine September 30, 2018 2017, |
Share-based Compensation, Option and Incentive Plans Policy [Policy Text Block] | Share-Based Compensation Our 2017 “2017 2,333,334 243,853 2010 “2010 August 2018, 2017 1,400,000 “2017 422A 2017 no ten three five September 30, 2018, 3,641,785 390,880 335,402 2017 Share-based compensation expense was $1.1 $2.0 three nine September 30, 2018, $32,000 $191,000 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 nine September 30, 2018 2017 There were 1,167,957 1,810,264 three nine September 30, 2018 no 2017. nine September 30, 2018 Weighted Avg. Shares Exercise Price Balance December 31, 2017 1,885,383 $ 11.46 Granted 1,810,264 7.50 Cancelled (53,862 ) 17.76 Balance September 30, 2018 3,641,785 $ 9.40 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 nine September 30, 2018 2017, No. 107 110 As of September 30, 2018, $6.3 2017 3.94 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 nine September 30, 2018 2017. There was no three nine September 30, 2018 2017. There were 0 24,000 three nine September 30, 2018, 90,000 2017. There were 9,720 June 2018 4 In September 2018, 250,002 174,015 $0.0001, There were 1,795,246 2,011,528 September 30, 2018 2017, |
Stockholders' Equity, Policy [Policy Text Block] | Common Stock There were 0 24,000 three nine September 30, 2018, 0 28,985 2017. In September 2018, 250,002 174,015 $0.0001, 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 Tax, Policy [Policy Text Block] | Income Taxes We have recorded a full valuation allowance against our otherwise recognizable deferred tax assets as of September 30, 2018. not September 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 September 30, 2018 |
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 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 September 30, 2018 Balance at September 30, 2018 (Amounts in thousands) Level I Level II Level III Total Certificates of deposit 71 - - 71 Total assets 71 - - 71 Warrant liabilities - - 124 124 Total liabilities - - 124 124 Financial instruments classified as Level III in the fair value hierarchy as of September 30, 2018, Warrant Liabilities The following table summarizes our fair value measurements using significant Level III inputs, and changes therein, for the three nine September 30, 2018: Level III Warrant (Dollars in thousands) Liabilities Balance as of December 31, 2017 $ 30 Issuance of warrants - Change in fair value 94 Balance as of September 30, 2018 $ 124 |
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 seven five seven |
Consolidation, Variable Interest Entity, Policy [Policy Text Block] | 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 entities, we have determined that TIH and CIH are a VIE’s, 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, July 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 CIH and the performance of clinical services through the network of providers shall be the sole and exclusive responsibility of the TIH and CIH Board free of any control or direction by Catasys. TIH and CIH pay 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’s, 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 and CIH to pay for their obligations. Substantially all of the activities of TIH and CIH 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 CIH, 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 September 30, 2018 (in thousands) September 30, 2018 Cash and cash equivalents $ 76 Accounts receivable 56 Total Assets $ 132 Accounts payable $ 6 Accrued liabilities 69 Total Liabilities $ 75 |
Derivatives, Policy [Policy Text Block] | Warrant Liabilities The warrant liabilities were calculated using the Black-Scholes model based upon the following assumptions: September 30 , 2018 Expected volatility 102.90 % Risk-free interest rate 2.81 % Weighted average expected lives in years 1.54 Expected dividend 0 % We issued 11,049 April 2015 For the three nine September 30, 2018, $65,000 $94,000, $2,000 $1.8 2017, |
New Accounting Pronouncements, Policy [Policy Text Block] | Recently Issued or Newly Adopted Accounting Standards In August 2018, No. 2018 13, Fair Value Measurement (Topic 820 820, December 15, 2019, In June 2018, 2018 07, Improvements to Nonemployee Share-Based Payment Accounting 2018 07” 505 50 718 December 15, 2018, no 606. not 2018 07 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, not 2017 11 |
Note 2 - Summary of Significa_2
Note 2 - Summary of Significant Accounting Policies (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Notes Tables | |
Disaggregation of Revenue [Table Text Block] | Three Months Ended Nine Months Ended (in thousands) September 30, 2018 September 30, 2018 Revenue Percentage Revenue Percentage Commercial $ 2,635 60% $ 5,893 62% Government 1,734 40% 3,660 38% $ 4,369 100% $ 9,553 100% |
Share-based Compensation, Stock Options, Activity [Table Text Block] | Weighted Avg. Shares Exercise Price Balance December 31, 2017 1,885,383 $ 11.46 Granted 1,810,264 7.50 Cancelled (53,862 ) 17.76 Balance September 30, 2018 3,641,785 $ 9.40 |
Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis [Table Text Block] | Balance at September 30, 2018 (Amounts in thousands) Level I Level II Level III Total Certificates of deposit 71 - - 71 Total assets 71 - - 71 Warrant liabilities - - 124 124 Total liabilities - - 124 124 |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Table Text Block] | Level III Warrant (Dollars in thousands) Liabilities Balance as of December 31, 2017 $ 30 Issuance of warrants - Change in fair value 94 Balance as of September 30, 2018 $ 124 |
Schedule of Variable Interest Entities [Table Text Block] | (in thousands) September 30, 2018 Cash and cash equivalents $ 76 Accounts receivable 56 Total Assets $ 132 Accounts payable $ 6 Accrued liabilities 69 Total Liabilities $ 75 |
Fair Value Measurement Inputs and Valuation Techniques [Table Text Block] | September 30 , 2018 Expected volatility 102.90 % Risk-free interest rate 2.81 % Weighted average expected lives in years 1.54 Expected dividend 0 % |
Note 3 - ASC 606 (Tables)
Note 3 - ASC 606 (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Notes Tables | |
Schedule of New Accounting Pronouncements and Changes in Accounting Principles [Table Text Block] | Balance at December 31, 2017 Adjustments Due to Adoption of ASC 606 Balance at Balance Sheet Liabilities Deferred revenue $ (2,914 ) $ 1,877 $ (1,037 ) Equity Retained earnings (293,324 ) 1,877 (291,447 ) Three Months Ended September 30, 2018 As Balances Without Adoption of Effect of Change Income Statement Revenues Healthcare services revenues $ 4,369 $ 3,146 $ 1,223 Net loss (4,353 ) (5,576 ) 1,223 Nine Months Ended September 30, 2018 As Balances Without Adoption of Effect of Change Income Statement Revenues Healthcare services revenues $ 9,553 $ 6,032 $ 3,521 Net loss (12,771 ) (16,292 ) 3,521 |
Note 1 - Basis of Consolidati_2
Note 1 - Basis of Consolidation and Presentation (Details Textual) - USD ($) | 1 Months Ended | 6 Months Ended | |
Jun. 30, 2018 | Jun. 30, 2018 | Aug. 31, 2018 | |
Corporate Finance [Member] | A/R Facility [Member] | |||
Line of Credit Facility, Maximum Borrowing Capacity | $ 2,500,000 | $ 2,500,000 | |
Line of Credit Facility, Percentage of Accounts Receivable as Borrowings | 85.00% | 85.00% | |
Loan Agreement [Member] | |||
Debt Instrument, Face Amount | $ 5,000,000 | $ 5,000,000 | |
Debt Instrument, Face Amount of Potential Additional Loan | 2,500,000 | 2,500,000 | |
Debt Instrument, Billings Threshold for Additional Loan | 5,000,000 | 5,000,000 | |
Achievement of Billing, Additional Loan, Amount | $ 2,500,000 | ||
Maximum [Member] | Loan Agreement [Member] | |||
Debt Instrument, Face Amount | $ 7,500,000 | $ 7,500,000 |
Note 2 - Summary of Significa_3
Note 2 - Summary of Significant Accounting Policies (Details Textual) | Apr. 28, 2017USD ($)$ / sharesshares | Sep. 30, 2018USD ($)$ / sharesshares | Jun. 30, 2018shares | May 31, 2017USD ($)shares | Apr. 30, 2017USD ($)shares | Sep. 30, 2018USD ($)$ / sharesshares | Sep. 30, 2017USD ($)shares | Jun. 30, 2018 | Jun. 30, 2017USD ($) | Sep. 30, 2018USD ($)$ / sharesshares | Sep. 30, 2017USD ($)shares | Jan. 01, 2018USD ($) | Dec. 31, 2017USD ($)$ / shares |
Cash, Uninsured Amount | $ | $ 4,400,000 | $ 4,400,000 | $ 4,400,000 | ||||||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 3,641,785 | 1,795,246 | |||||||||||
Share-based Compensation, Total | $ | $ 2,024,000 | $ 191,000 | |||||||||||
Class or Warrant or Right, Exercised During the Period | 250,002 | ||||||||||||
Stock Issued During Period, Shares, Exercise of Warrants | 174,015 | ||||||||||||
Common Stock, Par or Stated Value Per Share | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||||||
Class of Warrant or Right, Outstanding | 1,795,246 | 1,795,246 | 2,011,528 | 1,795,246 | 2,011,528 | ||||||||
Stock Issued During Period, Shares, Issued for Services | 0 | 0 | 24,000 | 28,985 | |||||||||
Proceeds from Issuance of Common Stock | $ | $ 16,458,000 | ||||||||||||
Gain (Loss) on Conversion of Debt | $ | (1,356,000) | ||||||||||||
Gain (Loss) on Issuance of Common Stock | $ | (145,000) | ||||||||||||
Income Tax Expense (Benefit), Total | $ | 2,000 | 0 | 4,000 | ||||||||||
Fair Value Adjustment of Warrants | $ | 65,000 | $ 2,000 | 94,000 | $ (1,767,000) | |||||||||
Retained Earnings (Accumulated Deficit), Ending Balance | $ | $ (304,218,000) | (304,218,000) | (304,218,000) | $ (291,447,000) | $ (293,324,000) | ||||||||
Contract with Customer, Liability, Current | $ | $ 5,031,000 | $ 5,031,000 | $ 5,031,000 | 1,037,000 | $ 2,914,000 | ||||||||
Accounting Standards Update 2014-09 [Member] | |||||||||||||
Retained Earnings (Accumulated Deficit), Ending Balance | $ | 1,877,000 | ||||||||||||
Contract with Customer, Liability, Current | $ | $ (1,877,000) | ||||||||||||
Reverse Stock Split [Member] | |||||||||||||
Stockholders' Equity Note, Stock Split, Conversion Ratio | 6 | ||||||||||||
Chairman and Chief Executive Officer [Member] | |||||||||||||
Deferred Salary Settled by Shares | $ | $ 1,100,000 | ||||||||||||
Common Stock Issued for Settlement of Deferred Salary Balance | 233,734 | ||||||||||||
Gain (Loss) on Issuance of Common Stock | $ | $ (83,807) | ||||||||||||
Several Investors, Including Acuitas and Shamus [Member] | Convertible Debentures [Member] | |||||||||||||
Debt Conversion, Converted Instrument, Shares Issued | 2,982,994 | ||||||||||||
Gain (Loss) on Conversion of Debt | $ | $ (1,400,000) | ||||||||||||
Public Offering [Member] | Joseph Gunnar & Co., LLC [Member] | |||||||||||||
Stock Issued During Period, Shares, New Issues | 3,125,000 | ||||||||||||
Shares Issued, Price Per Share | $ / shares | $ 4.80 | ||||||||||||
Shares Issued, Price Per Share, Net | $ / shares | $ 4.464 | ||||||||||||
Proceeds from Issuance of Common Stock | $ | $ 15,000,000 | ||||||||||||
Over-Allotment Option [Member] | Joseph Gunnar & Co., LLC [Member] | |||||||||||||
Stock Issued During Period, Shares, New Issues | 303,750 | ||||||||||||
Proceeds from Issuance of Common Stock | $ | $ 1,500,000 | ||||||||||||
Additional Shares Available for Purchase | 468,750 | ||||||||||||
Warrants Related to Investor Relations Services [Member] | |||||||||||||
Class of Warrant or Right, Issued During Period | 0 | 90,000 | 24,000 | 90,000 | |||||||||
Warrants Issued in Connection with A/R Facility [Member] | |||||||||||||
Class of Warrant or Right, Issued During Period | 9,720 | ||||||||||||
Warrants Not Subject to Amendment [Member] | |||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 11,049 | 11,049 | 11,049 | ||||||||||
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 | ||||||||||||
The 2017 Stock Incentive Plan [Member] | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized | 2,333,334 | 2,333,334 | 2,333,334 | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Additional Shares Authorized | 1,400,000 | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Expiration Period | 10 years | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number, Ending Balance | 3,641,785 | 3,641,785 | 3,641,785 | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested, Number of Shares | 390,880 | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Available for Grant | 335,402 | 335,402 | 335,402 | ||||||||||
Share-based Compensation, Total | $ | $ 1,100,000 | $ 32,000 | $ 2,000,000 | $ 191,000 | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 1,167,957 | 0 | 1,810,264 | 0 | |||||||||
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized, Total | $ | $ 6,300,000 | $ 6,300,000 | $ 6,300,000 | ||||||||||
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized, Period for Recognition | 3 years 343 days | ||||||||||||
The 2017 Stock Incentive Plan [Member] | Nonemployees [Member] | |||||||||||||
Share-based Compensation, Total | $ | $ 0 | $ 0 | $ 0 | $ 0 | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 0 | 0 | 0 | 0 | |||||||||
The 2017 Stock Incentive Plan [Member] | Minimum [Member] | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | 3 years | ||||||||||||
The 2017 Stock Incentive Plan [Member] | Maximum [Member] | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | 5 years | ||||||||||||
The 2010 Stock Incentive Plan [Member] | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized | 243,853 | 243,853 | 243,853 | ||||||||||
Sales Revenue, Net [Member] | Customer Concentration Risk [Member] | |||||||||||||
Number of Major Customers | 1 | 5 | |||||||||||
Concentration Risk, Percentage | 12.00% | 86.00% | |||||||||||
Sales Revenue, Net [Member] | Customer Concentration Risk [Member] | Customer One [Member] | |||||||||||||
Concentration Risk, Percentage | 26.00% | ||||||||||||
Sales Revenue, Net [Member] | Customer Concentration Risk [Member] | Customer Two [Member] | |||||||||||||
Concentration Risk, Percentage | 23.00% | ||||||||||||
Sales Revenue, Net [Member] | Customer Concentration Risk [Member] | Customer Three [Member] | |||||||||||||
Concentration Risk, Percentage | 15.00% | ||||||||||||
Sales Revenue, Net [Member] | Customer Concentration Risk [Member] | Customer Four [Member] | |||||||||||||
Concentration Risk, Percentage | 11.00% | ||||||||||||
Sales Revenue, Net [Member] | Customer Concentration Risk [Member] | Customer Five [Member] | |||||||||||||
Concentration Risk, Percentage | 11.00% | ||||||||||||
Accounts Receivable [Member] | Customer Concentration Risk [Member] | |||||||||||||
Number of Major Customers | 3 | ||||||||||||
Concentration Risk, Percentage | 66.00% | ||||||||||||
Accounts Receivable [Member] | Customer Concentration Risk [Member] | Customer One [Member] | |||||||||||||
Concentration Risk, Percentage | 27.00% | ||||||||||||
Accounts Receivable [Member] | Customer Concentration Risk [Member] | Customer Two [Member] | |||||||||||||
Concentration Risk, Percentage | 22.00% | ||||||||||||
Accounts Receivable [Member] | Customer Concentration Risk [Member] | Customer Three [Member] | |||||||||||||
Concentration Risk, Percentage | 17.00% |
Note 2 - Summary of Significa_4
Note 2 - Summary of Significant Accounting Policies - Disaggregation of Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Revenues | $ 4,369 | $ 1,195 | $ 9,553 | $ 4,682 |
Revenues, percentage | 100.00% | 100.00% | ||
Commercial [Member] | ||||
Revenues | $ 2,635 | $ 5,893 | ||
Revenues, percentage | 60.00% | 62.00% | ||
Government Contract [Member] | ||||
Revenues | $ 1,734 | $ 3,660 | ||
Revenues, percentage | 40.00% | 38.00% |
Note 2 - Summary of Significa_5
Note 2 - Summary of Significant Accounting Policies - Employee and Director Stock Option Activity (Details) - Employees and Directors [Member] | 9 Months Ended |
Sep. 30, 2018$ / sharesshares | |
Balance, shares (in shares) | shares | 1,885,383 |
Balance, weighted average exercise price (in dollars per share) | $ / shares | $ 11.46 |
Granted, shares (in shares) | shares | 1,810,264 |
Granted, weighted average exercise price (in dollars per share) | $ / shares | $ 7.50 |
Cancelled, shares (in shares) | shares | (53,862) |
Cancelled, weighted average exercise price (in dollars per share) | $ / shares | $ 17.76 |
Balance, shares (in shares) | shares | 3,641,785 |
Balance, weighted average exercise price (in dollars per share) | $ / shares | $ 9.40 |
Note 2 - Summary of Significa_6
Note 2 - Summary of Significant Accounting Policies - Fair Value, Assets and Liabilities Measured on a Recurring Basis (Details) - USD ($) $ in Thousands | Sep. 30, 2018 | Dec. 31, 2017 |
Total assets | $ 71 | |
Warrant liabilities | 124 | $ 30 |
Total liabilities | 124 | |
Certificates of Deposit [Member] | ||
Certificates of deposit | 71 | |
Fair Value, Inputs, Level 1 [Member] | ||
Total assets | 71 | |
Warrant liabilities | ||
Total liabilities | ||
Fair Value, Inputs, Level 1 [Member] | Certificates of Deposit [Member] | ||
Certificates of deposit | 71 | |
Fair Value, Inputs, Level 2 [Member] | ||
Total assets | ||
Warrant liabilities | ||
Total liabilities | ||
Fair Value, Inputs, Level 2 [Member] | Certificates of Deposit [Member] | ||
Certificates of deposit | ||
Fair Value, Inputs, Level 3 [Member] | ||
Total assets | ||
Warrant liabilities | 124 | |
Total liabilities | 124 | |
Fair Value, Inputs, Level 3 [Member] | Certificates of Deposit [Member] | ||
Certificates of deposit |
Note 2 - Summary of Significa_7
Note 2 - Summary of Significant Accounting Policies - Fair Value Measurements Using Significant Level III Inputs (Details) - Warrants [Member] - Fair Value, Inputs, Level 3 [Member] $ in Thousands | 9 Months Ended |
Sep. 30, 2018USD ($) | |
Balance | $ 30 |
Issuance (exercise) of warrants, net | |
Change in fair value | 94 |
Balance | $ 124 |
Note 2 - Summary of Significa_8
Note 2 - Summary of Significant Accounting Policies - Summary of Amounts and Classification of Assets and Liabilities of the VIE in Our Consolidated Balance Sheets (Details) - USD ($) $ in Thousands | Sep. 30, 2018 | Dec. 31, 2017 | Sep. 30, 2017 | Dec. 31, 2016 |
Cash and cash equivalents | $ 4,855 | $ 4,779 | $ 6,926 | $ 851 |
Total Assets | 8,479 | 6,604 | ||
Accounts payable | 441 | 980 | ||
Total Liabilities | 16,189 | $ 5,706 | ||
Variable Interest Entity, Primary Beneficiary, Aggregated Disclosure [Member] | TIH [Member] | ||||
Cash and cash equivalents | 76 | |||
Accounts receivable | 56 | |||
Total Assets | 132 | |||
Accounts payable | 6 | |||
Accrued liabilities | 69 | |||
Total Liabilities | $ 75 |
Note 2 - Summary of Significa_9
Note 2 - Summary of Significant Accounting Policies - Fair Value Assumptions, Warrant Liabilities (Details) | Sep. 30, 2018 |
Measurement Input, Price Volatility [Member] | |
Warrant liability assumptions | 1.029 |
Measurement Input, Risk Free Interest Rate [Member] | |
Warrant liability assumptions | 0.0281 |
Measurement Input, Expected Term [Member] | |
Warrant liability assumptions | 1.54 |
Measurement Input, Expected Dividend Rate [Member] | |
Warrant liability assumptions | 0 |
Note 3 - ASC 606 - Adoption of
Note 3 - ASC 606 - Adoption of ASC 606 (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | Jan. 01, 2018 | Dec. 31, 2017 | |
Deferred revenue | $ (5,031) | $ (5,031) | $ (1,037) | $ (2,914) | ||
Retained earnings | (304,218) | (304,218) | (291,447) | $ (293,324) | ||
Healthcare services revenues | 4,369 | $ 1,195 | 9,553 | $ 4,682 | ||
Net loss | (4,353) | $ (3,080) | (12,771) | $ (10,924) | ||
Calculated under Revenue Guidance in Effect before Topic 606 [Member] | ||||||
Healthcare services revenues | 3,146 | 6,032 | ||||
Net loss | (5,576) | (16,292) | ||||
Difference between Revenue Guidance in Effect before and after Topic 606 [Member] | ||||||
Healthcare services revenues | 1,223 | 3,521 | ||||
Net loss | $ 1,223 | $ 3,521 | ||||
Accounting Standards Update 2014-09 [Member] | ||||||
Deferred revenue | 1,877 | |||||
Retained earnings | $ 1,877 |
Note 4 - Long-term Debt (Detail
Note 4 - Long-term Debt (Details Textual) - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | 9 Months Ended | ||||
Jun. 30, 2018 | Sep. 30, 2018 | Sep. 30, 2017 | Jun. 30, 2018 | Sep. 30, 2018 | Sep. 30, 2017 | Aug. 31, 2018 | Dec. 31, 2017 | |
Interest Expense, Total | $ 241,000 | $ 1,000 | $ 278,000 | $ 3,408,000 | ||||
Debt Instrument, Unamortized Discount, Total | 535,000 | 535,000 | $ 0 | |||||
Heritage Warrants [Member] | ||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 9,720 | 9,720 | ||||||
Corporate Finance [Member] | A/R Facility [Member] | ||||||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 2,500,000 | $ 2,500,000 | ||||||
Line of Credit Facility, Percentage of Accounts Receivable as Borrowings | 85.00% | 85.00% | ||||||
Line of Credit Facility, Commitment Fee Percentage | 1.00% | |||||||
Debt Instrument, Term | 2 years | |||||||
Debt Issuance Costs, Gross | $ 262,000 | $ 262,000 | ||||||
Amortization of Debt Issuance Costs | $ 35,000 | 41,000 | ||||||
Prime Rate [Member] | Corporate Finance [Member] | A/R Facility [Member] | ||||||||
Debt Instrument, Basis Spread on Variable Rate | 3.00% | |||||||
Loan Agreement [Member] | ||||||||
Debt Instrument, Face Amount | 5,000,000 | $ 5,000,000 | ||||||
Debt Instrument, Face Amount of Potential Additional Loan | 2,500,000 | 2,500,000 | ||||||
Debt Instrument, Billings Threshold for Additional Loan | 5,000,000 | 5,000,000 | ||||||
Achievement of Billing, Additional Loan, Amount | $ 2,500,000 | |||||||
Debt Instrument, Billings Threshold for Extension | $ 20,000,000 | |||||||
Debt Instrument, Interest Rate, Stated Percentage | 8.75% | 8.75% | ||||||
Debt Instrument, Quarterly Revenue Based Payments, Percentage of Consolidated Revenue Payments when EBITDA is Negative | 0.20% | |||||||
Debt Instrument, Quarterly Revenue Based Payments, Percentage of Consolidated Revenue Payments when EBITDA is Positive | 0.40% | |||||||
Interest Expense, Total | $ 9,000 | $ 10,000 | ||||||
Debt Instrument, Final Payment, Percent of Each Loan Tranche | 6.00% | |||||||
Debt Instrument, Prepayment Penalty Fee, During Interest-only Payment Period, Percent | 3.00% | |||||||
Debt Instrument, Prepayment Penalty Fee, After Interest-only Payment Period, Percent | 2.00% | |||||||
Interest Expense, Debt, Total | $ 147,000 | $ 170,000 | ||||||
Debt Instrument, Interest Rate, Additional Default Amount | 5.00% | 5.00% | ||||||
Debt Instrument, Late Payment Fee, Percent | 6.00% | 6.00% | ||||||
Debt Instrument, Fee Amount | $ 75,000 | $ 75,000 | ||||||
Debt Instrument, Unamortized Discount, Total | 588,000 | 588,000 | ||||||
Amortization of Debt Discount (Premium) | $ 49,000 | $ 53,000 | ||||||
Loan Agreement [Member] | Maximum [Member] | ||||||||
Debt Instrument, Face Amount | $ 7,500,000 | $ 7,500,000 | ||||||
Loan Agreement [Member] | Minimum [Member] | London Interbank Offered Rate (LIBOR) [Member] | ||||||||
Debt Instrument, Basis Spread on Variable Rate, Threshold Percent | 2.00% |