- Q3 Revenue of $3.7 million, up 31% year over year
- Operating loss of $4.1 million, a 63% improvement year over
year
- Company raises approximately $5.5 million, net in public
offering of shares of Company's common stock and pre-funded
warrants, completes $11.0 million concurrent private placement of
unregistered pre-funded warrants and unregistered warrants to
purchase shares of Company's common stock and $16.3 million
conversion of secured notes
- Company announces achievement of $750 per member per month
cost savings for a prominent health plan's members
Ontrak, Inc. (NASDAQ: OTRK) (“Ontrak” or the
“Company”), a leading AI-powered and telehealth-enabled healthcare
company, today reported its financial results for the third quarter
ended September 30, 2023.
Management Commentary
“I believe the enhancements we have made to our product strategy
with our WholeHealth suite of behavioral health solutions has
played a major role in the business momentum we are seeing.
Operating efficiencies and a commitment to customer success have
also contributed to our improved top-line and bottom-line results.
All of us at Ontrak Health are deeply grateful to our new and
existing customers for their support and shared commitment to
helping improve the health and save the lives of as many members as
possible,” said Brandon LaVerne, the Company's Interim Chief
Executive Officer and Chief Operating Officer.
Third Quarter 2023 Financial Results Highlights
All common share and per share amounts presented herein for all
prior periods have been retroactively adjusted to reflect the
impact of the previously announced reverse stock split (see below
for more information).
- Revenue for the third quarter of 2023 was $3.7 million,
representing a 31% increase compared to the same period in
2022.
- Operating loss for the third quarter of 2023 was $(4.1) million
compared to an operating loss of $(11.1) million for the same
period in 2022.
- Adjusted EBITDA for the third quarter of 2023 was $(2.6)
million compared to adjusted EBITDA of $(7.7) million for the same
period in 2022.
- Net loss for the third quarter of 2023 was $(6.4) million, or a
$(1.76) diluted net loss per common share (after deduction for
undeclared preferred stock dividends), compared to net loss of
$(12.8) million, or a $(3.70) diluted net loss per common share
(after deduction for undeclared preferred stock dividends) for the
same period in 2022.
- Non-GAAP net loss for the third quarter of 2023 was $(5.7)
million, or a $(1.61) non-GAAP diluted net loss per common share
(after deduction for undeclared preferred stock dividends),
compared to non-GAAP net loss of $(9.4) million, or a $(2.86)
non-GAAP diluted net loss per common share (after deduction for
undeclared preferred stock dividends) for the same period in
2022.
Adjusted EBITDA, non-GAAP net loss and non-GAAP diluted net loss
per common share are non-GAAP financial measures. See our
description and reconciliation of such non-GAAP measures at the end
of this release.
Third Quarter 2023 and Recent Operating Highlights
- Total enrolled members in our WholeHealth+ program numbered
2,297 at the end of Q3 2023, compared to 1,889 at the end of Q2
2023 and 1,365 at the end of Q3 2022.
- On July 24, 2023, the Company entered into an agreement with a
prominent regional Medicaid health plan for our Wholehealth+ and
Ontrak Engage solutions. The agreement is pending state approval
and is expected to launch in the fourth quarter of 2023.
- On July 27, 2023, the Company filed a certificate of amendment
to its amended and restated certificate of incorporation with the
Secretary of State of the State of Delaware implementing a reverse
split at ratio of 1:6. Any fractional share of the Company's common
stock resulting from the reverse split was automatically rounded up
to the nearest whole share. The Company's common stock began
trading on the NASDAQ Capital Market on a post-split basis at the
open of trading on July 28, 2023, and continues to trade under the
symbol “OTRK,” but has been assigned a new CUSIP number
(683373302).
- On October 10, 2023, the Company was notified by a health plan
customer of its intent not to continue using the Company’s services
after February 2024. The customer also informed us that the
notification was related to the customer’s financial and budgetary
constraints and not reflective of the performance or value of the
Company’s services. For the three and nine months ended September
30, 2023, we billed this customer approximately $1.2 million and
$3.1 million, respectively, representing 32.6% and 33.8%,
respectively, of our total revenue. We do not expect this decision
to have a material negative impact on our previously stated revenue
expectations for fiscal year 2023. Our outreach pool, which
represents individuals insured by our health plan customers who
have been identified through our advanced data analytics and
predictive modeling with untreated behavioral health conditions
that may be impacted through enrollment in the Ontrak program,
excluding members from the customer that provided this notice, was
2,664 as of October 27, 2023.
- On October 31, 2023, the Company and Acuitas Capital entered
into a Fifth Amendment to the Master Note Purchase Agreement, as
amended (the "Fifth Amendment"), which, among other things, amended
the definition of Qualified Financing to replace $10.0 million with
$8.0 million, and in the event the Company completes a Qualified
Financing, as defined in the Keep Well Agreement, the following are
provided: i) the conversion of Keep Well Notes plus accrued and
unpaid interest thereon, less $7.0 million, ii) in lieu of the
provision set forth in the Fourth Amendment concerning investment
of Escrowed Funds in an offering (which is described below), the
Company and Acuitas to consummate a private placement which would
consist of the escrowed funds and $5.0 million of Keep Well Notes
in pre-funded warrants. In addition, the maturity date of the
remaining $2.0 million Keep Well Note was changed from September
30, 2024 to the date that is two years and six months after the
closing date of the offering (May 14, 2026), unless it becomes due
and payable in full earlier, whether by acceleration or
otherwise.
- On November 14, 2023, the Company announced the closing of its
previously announced public offering of:
- 4,592,068 shares of its common stock and 9,184,136 warrants to
purchase up to 9,184,136 shares of its common stock at a combined
public offering price of $0.60 per share of common stock and
accompanying warrants, and
- 5,907,932 pre-funded warrants to purchase up to 5,907,932
shares of its common stock and 11,815,864 warrants to purchase up
to 11,815,864 shares of its common stock at a combined public
offering price of $0.5999 per pre-funded warrant and accompanying
warrants, which represents the per share public offering price for
the common stock and accompanying warrants less the $0.0001 per
share exercise price for each pre-funded warrant.
- The Company estimates net proceeds of approximately $5.5
million from the public offering described above.
- In addition, concurrent with the public offering described
above, the Company announced the closing of its previously
announced concurrent private placement (the “Private Placement”) of
$11.0 million worth of unregistered pre-funded warrants to purchase
shares of the Company's common stock and unregistered warrants to
purchase shares of the Company's common stock to Acuitas. The
Company issued 18,333,333 pre-funded warrants to purchase up to
18,333,333 shares of its common stock and 36,666,666 warrants to
purchase up to 36,666,666 shares of its common stock at a purchase
price of $0.5999 per pre-funded warrant and accompanying warrants,
which represents the per share public offering price for the common
stock and accompanying warrants less the $0.0001 per share exercise
price for each pre-funded warrant. The warrants accompanying the
pre-funded warrants have an exercise price of $0.85 per share. The
exercisability of such warrants are subject to stockholder approval
and, if such approval is obtained, will expire on the fifth
anniversary of the date of such approval. The consideration for the
Private Placement Securities purchased by Acuitas consisted of (a)
the $6.0 million of escrowed funds then held in the escrow account,
and (b) a reduction of the aggregate amounts outstanding under the
Keep Well Notes (after giving effect to the Notes Conversion) to
$2.0 million (the “Surviving Note”). Prior to the closing of the
public offering and private placement, Acuitas converted
approximately $16.3 million of outstanding senior secured
convertible notes, leaving $2.0 million of Surviving Note.
- On October 19, 2023, the Company announced the preliminary
results of a formal evaluation conducted to assess the impact of
Ontrak WholeHealth+ program on one of its health plan customer's
Medicaid members' medical costs, which showed achievement of $750
per member per month cost savings for its graduated members with
the WholeHealth+ program.
- On September 19, 2023, the Company announced the successful
deployment of the Axiom Systems TransSend Core EDI Gateway, a
cutting-edge solution that not only simplifies the process of
managing electronic data interchange (EDI) exchanges with trading
partners while complying with federal requirements and best
industry practices, but also enables Ontrak to leverage advanced
analytics and AI to identify and engage members who need our care
the most and improve our data quality and integrity, resulting in
faster and more accurate AI-based member identification, outreach,
engagement and behavioral healthcare provider access.
- On September 7, 2023, the Company announced the results of its
9-month post baseline follow-up behavioral health study, fortified
by the PHQ-9 and GAD-7 assessments, showing Ontrak’s Wholehealth+
program has contributed to 53-60% reductions in anxiety and
depressive symptoms among assessed members.
Financial Outlook
The following outlook is based on information available as of
the date of this press release and is subject to change in the
future.
For the year ending December 31, 2023, the Company reaffirms its
estimate of revenue in the range of $12 to $14 million. The
foregoing estimate is based on existing and currently planned
enrollment launches, currently anticipated program expansions with
current health plan partners, current expectations with the
Company’s existing customers regarding outreach pool, budget
considerations and timing of expansions.
Conference Call & Webcast Details
The Company will host a conference call/webcast today at 4:30 pm
ET/1:30 pm PT. Investors, analysts, employees and the general
public can access the call by registering online for dial-in
information or via live audio webcast at:
https://ontrakhealth.com/investors/presentations-events.
Participants interested in dialing in to the conference call are
requested to register a day in advance or at a minimum 15 minutes
before the start of the call to obtain a unique pin for the
call.
A replay of the call will be available via webcast for on-demand
listening shortly after the completion of the call, at the same web
link, and will remain available for approximately 90 days.
About Ontrak, Inc.
Ontrak, Inc. is a leading AI and telehealth-enabled healthcare
company, whose mission is to help improve the health and save the
lives of as many people as possible. Ontrak identifies, engages,
activates and provides care pathways to treatment for the most
vulnerable members of the behavioral health population who would
otherwise fall through the cracks of the healthcare system. We
engage individuals with anxiety, depression, substance use disorder
and chronic disease through personalized care coaching and
customized care pathways that help them receive the treatment and
advocacy they need, despite the socio-economic, medical and health
system barriers that exacerbate the severity of their comorbid
illnesses. The company’s integrated intervention platform uses AI,
predictive analytics and digital interfaces combined with dozens of
care coach engagements to deliver improved member health, better
healthcare system utilization, and durable outcomes and savings to
healthcare payors.
Learn more at www.ontrakhealth.com
Forward-Looking Statements
This press release contains “forward-looking” statements that
are based on the Company’s beliefs and assumptions and on
information currently available to the Company on the date of this
press release and are made pursuant to the Safe Harbor provisions
of the Private Securities Litigation Reform Act of 1995.
Forward-looking statements include all statements that are not
historical facts and can be identified by terms such as “may,”
“will,” “could,” “should,” “believes,” “estimates,” “projects,”
“potential,” “expects,” “plan,” “anticipates,” “intends,”
“continues,” “forecast,” “designed,” “goal,” or the negative of
those words or other comparable words. Forward-looking statements
may include, but are not limited to, the expectations around state
approval and timing of launch of the new customer contract, the
Company’s belief that its strategy will accelerate the Company’s
return to growth, maximize the Company’s differentiated platform,
and strengthen the Company’s position, the Company’s expectations
regarding reductions in costs resulting from its cost saving
measures, and the Company’s estimated revenue for 2023.
Forward-looking statements involve known and unknown risks,
uncertainties and other factors that may cause the Company’s actual
results, performance or achievements to be materially different
from those expressed or implied by forward-looking statements,
including, without limitation, risks related to: the Company’s
ability to successfully execute on its strategy and business plan;
the Company’s ability to increase its revenue and efficiently
manage expenses and achieve profitability; the Company’s high
customer concentration and the ability of its customers to
terminate their contracts for convenience; the adequacy of the
Company’s existing cash resources and anticipated capital
commitments and future cash requirements to enable the Company to
continue as a going concern; the Company’s ability to raise
additional capital when needed; difficulty enrolling new members
and maintaining existing members in the Company’s programs; the
effectiveness of the Company’s treatment programs; lower than
anticipated eligible members under the Company’s contracts; the
Company’s dependence on key personnel and the Company’s ability to
recruit and retain key personnel; the Company’s ability to maintain
the listing of its stock on Nasdaq; the outcomes of ongoing legal
proceedings brought by the U.S. Department of Justice and the
Securities and Exchange Commission against the Company’s largest
stockholder and former Chief Executive Officer and Chairman, and
whether governmental authorities will institute separate
investigations or proceedings against the Company and/or its
current or former executives and/or directors; substantial
regulation in the health care industry; changes in regulations or
issuance of new regulations or interpretations; the Company’s
limited operating history; difficulty in developing, exploiting and
protecting proprietary technologies; business disruption and
related risks; general economic conditions, nationally and
globally, and their effect on the market for our service; intense
competition and competitive pressures and trends in the Company’s
industry and the Company’s ability to successfully compete; changes
in laws, regulations, or policies; and risks related to the
Company’s ability to realize the potential benefits of and to
effectively integrate acquisitions. For a further list and
description of the risks and uncertainties the Company faces,
please refer to the Company’s most recent Securities and Exchange
Commission filings which are available on its website at
http://www.sec.gov. Forward-looking statements are current only as
of the date they are made and the Company assumes no obligation to
update any forward-looking statements, whether as a result of new
information, future events or otherwise, except as required by
law.
Non-GAAP Financial Measures
To supplement its consolidated financial statements, which are
prepared and presented in accordance with U.S. generally accepted
accounting principles, or GAAP, the Company has provided in this
press release and the quarterly conference call held on the date
hereof certain non-GAAP financial measures. The non-GAAP financial
measures presented include EBITDA, Adjusted EBITDA, Non-GAAP net
loss, and Non-GAAP net loss per common share, which are not U.S.
GAAP financial measures. We believe that the presentation of these
financial measures enhances an investor’s understanding of our
financial performance. We further believe that these financial
measures are useful financial metrics to assess our operating
performance from period-to-period by excluding certain items that
we believe are not representative of our core business.
EBITDA consists of net loss before interest, taxes, depreciation
and amortization expenses. Adjusted EBITDA consists of net loss
before interest, taxes, depreciation, amortization, stock-based
compensation, write-off of debt issuance costs, restructuring,
severance and related costs, gain on termination of operating
lease, and gain/loss on change in fair value of warrant liability.
We believe that making such adjustments provides investors
meaningful information to understand our results of operations and
the ability to analyze our financial and business trends on a
period-to-period basis.
Non-GAAP net loss consists of net loss adjusted for stock-based
compensation, write-off of debt issuance costs, restructuring,
severance and related costs, gain on termination of operating lease
and gain/loss on change in fair value of warrant liability.
Non-GAAP net loss per common share consists of loss per share
adjusted for non-GAAP net loss attributable to common stockholders.
We believe that making such adjustments provides investors
meaningful information to understand our results of operations and
the ability to analyze our financial and business trends on a
period-to-period basis.
We believe the above non-GAAP financial measures are commonly
used by investors to evaluate our performance and that of our
competitors. However, our use of the term EBITDA, Adjusted EBITDA,
Non-GAAP net loss and Non-GAAP net loss per common share may vary
from that of others in our industry. None of EBITDA, Adjusted
EBITDA, Non-GAAP net loss or Non-GAAP net loss per common share
should be considered as an alternative to net loss before taxes,
net loss, net loss per common share or any other performance
measures derived in accordance with U.S. GAAP as measures of
performance.
See the Reconciliation of Non-GAAP Measures table at the end of
this press release for a reconciliation of the Non-GAAP financial
measures to U.S. GAAP financial measures.
ONTRAK, INC.
Consolidated Statements of
Operations
(in thousands, except per
share data)
(unaudited)
Three Months Ended
September 30,
Nine Months Ended
September 30,
2023
2022
2023
2022
Revenue
$
3,715
$
2,843
$
9,204
$
12,004
Cost of revenue
1,040
1,436
2,691
6,488
Gross profit
2,675
1,407
6,513
5,516
Operating expenses:
Research and development
1,552
2,833
4,733
9,113
Sales and marketing
822
1,151
2,649
3,893
General and administrative
4,365
7,552
14,593
27,694
Restructuring, severance and related
charges
—
934
457
934
Total operating expenses
6,739
12,470
22,432
41,634
Operating loss
(4,064
)
(11,063
)
(15,919
)
(36,118
)
Other income (expense), net
38
(1,241
)
324
(3,213
)
Interest expense, net
(2,392
)
(440
)
(6,009
)
(2,996
)
Loss before income taxes
(6,418
)
(12,744
)
(21,604
)
(42,327
)
Income tax (expense) benefit
—
(20
)
80
(140
)
Net loss
(6,418
)
(12,764
)
(21,524
)
(42,467
)
Dividends on preferred stock - declared
and undeclared
(2,239
)
(2,239
)
(6,716
)
(6,716
)
Net loss attributable to common
stockholders
$
(8,657
)
$
(15,003
)
$
(28,240
)
$
(49,183
)
Net loss per common share, basic and
diluted
$
(1.76
)
$
(3.70
)
$
(5.85
)
$
(13.42
)
Weighted-average common shares
outstanding, basic and diluted
4,905
4,056
4,827
3,666
ONTRAK, INC.
Consolidated Balance
Sheets
(in thousands, except share
and per share data)
September 30,
December 31,
2023
2022
Assets
(unaudited)
Current assets:
Cash and cash equivalents
$
3,227
$
5,032
Restricted cash - current
6,000
4,477
Receivables, net
212
973
Unbilled receivables
351
453
Deferred costs - current
203
156
Prepaid expenses and other current
assets
2,691
3,168
Total current assets
12,684
14,259
Long-term assets:
Property and equipment, net
1,769
2,498
Restricted cash - long-term
—
204
Goodwill
5,713
5,713
Intangible assets, net
210
1,125
Other assets
186
1,326
Operating lease right-of-use assets
206
632
Total assets
$
20,768
$
25,757
Liabilities and stockholders'
equity
Current liabilities:
Accounts payable
$
1,139
$
1,927
Accrued compensation and benefits
743
1,987
Deferred revenue
300
326
Current portion of operating lease
liabilities
53
653
Other accrued liabilities
8,921
4,576
Total current liabilities
11,156
9,469
Long-term liabilities:
Long-term debt, net
14,060
10,065
Long-term operating lease liabilities
181
546
Total liabilities
25,397
20,080
Commitments and contingencies
Stockholders' (deficit) equity:
Preferred stock, $0.0001 par value;
50,000,000 shares authorized; 3,770,265 shares issued and
outstanding at each of September 30, 2023 and December 31, 2022
—
—
Common stock, $0.0001 par value,
500,000,000 shares authorized; 4,916,963 and
4,527,914 shares issued and outstanding at
September 30, 2023 and December 31, 2022, respectively
3
3
Additional paid-in capital
459,633
448,415
Accumulated deficit
(464,265
)
(442,741
)
Total stockholders' (deficit)
equity
(4,629
)
5,677
Total liabilities and stockholders'
(deficit) equity
$
20,768
$
25,757
ONTRAK, INC.
Consolidated Statements of
Cash Flows
(in thousands,
unaudited)
For the Nine Months Ended
September 30,
2023
2022
Cash flows from operating
activities
Net loss
$
(21,524
)
$
(42,467
)
Adjustments to reconcile net loss to net
cash used in operating activities:
Stock-based compensation expense
2,340
6,282
Write-off of debt issuance costs
—
3,334
Write-off of other asset
100
—
Paid-in-kind interest expense
3,110
—
Gain on termination of operating lease
(471
)
—
Depreciation expense
876
2,222
Amortization expense
3,924
1,946
Change in fair value of warrant
liability
(26
)
(121
)
401(k) employer match in common shares
—
528
Common stock issued for consulting
services
—
102
Changes in operating assets and
liabilities:
Receivables
761
1,348
Unbilled receivables
102
2,823
Prepaid expenses and other current
assets
917
2,966
Accounts payable
(736
)
758
Deferred revenue
(27
)
(153
)
Leases liabilities
(154
)
(160
)
Other accrued liabilities
(1,074
)
(1,928
)
Net cash used in operating activities
(11,882
)
(22,520
)
Cash flows from investing
activities
Purchase of property and equipment
(196
)
(1,004
)
Net cash used in investing activities
(196
)
(1,004
)
Cash flows from financing
activities
Proceeds from Keep Well Notes
8,000
11,000
Proceeds from Keep Well Agreement held in
escrow
6,000
—
Repayments of 2024 Notes
—
(39,194
)
Proceeds from issuance of common stock
—
4,000
Common stock issuance costs
—
(706
)
Dividends paid
—
(2,239
)
Debt issuance costs
(449
)
(792
)
Finance lease obligations
(126
)
(226
)
Financed insurance premium payments
(1,830
)
(2,325
)
Payment of taxes related to net-settled
stock awards
(3
)
(6
)
Net cash provided by (used in) financing
activities
11,592
(30,488
)
Net change in cash and restricted cash
(486
)
(54,012
)
Cash and restricted cash at beginning of
period
9,713
65,946
Cash and restricted cash at end of
period
$
9,227
$
11,934
Supplemental disclosure of cash flow
information:
Interest paid
$
55
$
2,307
Income taxes paid
3
210
Non-cash financing and investing
activities:
Warrants issued in connection with Keep
Well Notes and 2024 Notes
$
11,034
$
780
Loss on extinguishment of debt with
related party
2,153
—
Common stock issued in connection with
Keep Well Agreement
—
1,249
Financed insurance premium
284
352
Finance lease and accrued purchases of
property and equipment
23
31
Common stock issued to settle contingent
consideration
—
293
Accrued debt issuance costs
266
138
ONTRAK, INC. Reconciliation of
Non-GAAP Measures (in thousands, except per share
data)
Reconciliation of
Operating Loss to EBITDA and Adjusted EBITDA
Three Months Ended
September 30,
Nine Months Ended
September 30,
2023
2022
2023
2022
Operating loss
$
(4,064
)
$
(11,063
)
$
(15,919
)
$
(36,118
)
Depreciation expense
286
798
876
2,222
Amortization expense (1)
332
412
1,074
1,217
EBITDA
(3,446
)
(9,853
)
(13,969
)
(32,679
)
Stock-based compensation expense
797
1,219
2,340
6,282
Restructuring, severance and related costs
(2)
—
934
457
934
Adjusted EBITDA
$
(2,649
)
$
(7,700
)
$
(11,172
)
$
(25,463
)
Reconciliation of
Net Loss to Non-GAAP Net Loss; and Net Loss per Common Share to
Non-GAAP Net Loss per Common Share
Three Months Ended
September 30,
Nine Months Ended
September 30,
2023
2022
2023
2022
Net loss
$
(6,418
)
$
(12,764
)
$
(21,524
)
$
(42,467
)
Stock-based compensation expense
797
1,219
2,340
6,282
Write-off of debt issuance costs
—
1,311
—
3,334
Restructuring, severance and related costs
(2)
—
934
457
934
Gain on change in fair value of warrant
liability
(38
)
(70
)
(26
)
(121
)
Gain on termination of operating lease
(3)
—
—
(471
)
—
Non-GAAP net loss
(5,659
)
(9,370
)
(19,224
)
(32,038
)
Dividends on preferred stock - declared
and undeclared
(2,239
)
(2,239
)
(6,716
)
(6,716
)
Non-GAAP net loss attributable to common
stockholders
$
(7,898
)
$
(11,609
)
$
(25,940
)
$
(38,754
)
Net loss per common share - basic and
diluted
$
(1.76
)
$
(3.70
)
$
(5.85
)
$
(13.42
)
Non-GAAP net loss per common share - basic
and diluted
(1.61
)
(2.86
)
(5.37
)
(10.57
)
Weighted-average common shares outstanding
- basic and diluted
4,905
4,056
4,827
3,666
_______________________
(1)
Relates to operating and financing ROU
assets and acquired intangible assets.
(2)
Includes one-time severance and related
benefit costs related to reduction in workforce plans announced in
March 2023 and August 2022 as part of Company's continued cost
savings measure.
(3)
Represents gain realized on derecognition
of ROU operating asset and related lease liability due to early
termination of the lease of the office space located in Santa
Monica, CA in February 2023.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20231114572567/en/
For Investors:
Ryan Halsted Gilmartin Group investors@ontrakhealth.com
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