- Q3 Revenue of $2.6 million, down 31% year-over-year
- Q3 Operating loss of $(5.1) million, a 26% increase
year-over-year
- Q3 Adjusted EBITDA of $(3.3) million, a 24% decline
year-over-year
- Company announces expansion of behavioral health solutions
with Sentara Health for Commercial and Marketplace members
- Company begins enrollment of new members into Ontrak's
WholeHealth+ solution under a new contract with a large northeast
regional health plan and announces expansion of its services with
Ontrak Quality solution
- Company announces a reverse split of its common stock at a
ratio of 1-for-15, which was effective at 12:01 a.m. Eastern Time
on September 23, 2024
- Company to Host Conference Call at 4:30 pm ET Today
Ontrak, Inc. (NASDAQ: OTRK) (“Ontrak” or the
“Company”), a leading AI-powered and technology-enabled behavioral
healthcare company, today reported its financial results for the
third quarter ended September 30, 2024.
Management Commentary
Brandon LaVerne, Ontrak Health’s Chief Executive Officer,
stated, “I am thrilled that we have now secured two new regional
health plan customers and four health plan expansions since January
of this year, spanning a range of plan types, including Medicaid,
HARP, Commercial and now Marketplace, showcasing the versatility of
our offerings, which include WholeHealth+, Engage and our new
Quality solution. We are enthusiastic about the tremendous progress
we are making with our multiple product offerings and believe
activity in our pipeline is accelerating, bringing prospects
further down the funnel, and faster. The opportunities at the
bottom of our sales funnel alone represent a significant inflection
in our growth going forward, and if executed, could nearly double
our revenues under contract.”
Third Quarter 2024 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 2024 was $2.6 million,
representing a 31% decrease compared to the same period in
2023.
- Operating loss for the third quarter of 2024 was $(5.1) million
compared to an operating loss of $(4.1) million for the same period
in 2023.
- Adjusted EBITDA for the third quarter of 2024 was $(3.3)
million compared to adjusted EBITDA of $(2.6) million for the same
period in 2023.
- Net loss for the third quarter of 2024 was $(5.6) million, or a
$(1.77) diluted net loss per common share (after deduction for
undeclared preferred stock dividends), compared to net loss of
$(6.4) million, or a $(26.47) diluted net loss per common share
(after deduction for undeclared preferred stock dividends) for the
same period in 2023.
- Non-GAAP net loss for the third quarter of 2024 was $(3.9)
million, or a $(1.38) non-GAAP diluted net loss per common share
(after deduction for undeclared preferred stock dividends),
compared to non-GAAP net loss of $(5.7) million, or a $(24.15)
non-GAAP diluted net loss per common share (after deduction for
undeclared preferred stock dividends) for the same period in
2023.
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 2024 and Recent Operating Highlights
- Total enrolled members in our WholeHealth+ program numbered
2,007 at the end of Q3 2024, compared to 1,752 at the end of Q2
2024 and 2,297 at the end of Q3 2023.
- Total callable outreach pool for WholeHealth+ was 6,689 at
September 30, 2024 compared to 7,511 at June 30, 2024 and 9,377 at
September 30, 2023. Total callable outreach pool for Ontrak Engage,
one of the segmented solutions within WholeHealth+ which we began
offering on an à la carte basis in Q2 2024, was 498 at September
30, 2024.
- On November 2, 2024, the Company executed an expansion of its
strategic partnership with an existing customer. This expansion
represents the new offering of the Company's Engage solution, a
coaching-specific alternative for members who would benefit from
ongoing care coaching to help them address physical and behavioral
health challenges and social needs. The addition of the Engage
solution is a result of the Company’s innovative Advanced
Engagement System which allows for targeted outreach to members
more broadly across a larger population of members. Outreach is
expected to begin this week for this new targeted population.
- In August 2024, the Company announced the signing of a 2-year
strategic partnership with a large, regional health plan in the
northeast, aimed at delivering a proactive, predictive and
personalized behavioral health solution to its members in New York
with chronic comorbidities and unaddressed behavioral health
utilizing our WholeHealth+ and Engage solutions. In the beginning
of October 2024, the Company began enrollment process and began
providing WholeHealth+ services to this health plan's enrolled
members. In late October 2024, the Company entered into an expanded
partnership with this health plan customer to provide Ontrak
Quality solution, which the Company recently launched and focuses
on behavioral health metrics according to Healthcare Effectiveness
Data and Information Set (HEDIS) and broadens access to services
for Commercial, Medicaid and Health and Recovery Plan (HARP)
members, not enrolled in the WholeHealth+ program, identified by
the health plan as needing recommended behavioral healthcare
services.
- On October 2, 2024, the Company was notified by a health plan
customer of its intent not to continue using the Company’s services
after December 2024. For the three and nine months ended September
30, 2024, the Company billed this customer approximately $1.7
million and $4.9 million, respectively, representing 68% and 64% of
the Company's revenue for the three and nine months ended September
30, 2024, respectively.
- On September 17, 2024, 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-for-15. 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 September 23, 2024, and
continues to trade under the symbol “OTRK,” but has been assigned a
new CUSIP number (683373401).
- In September 2024, the Company announced findings of
significant improvement in quality of life of members with various
mental health conditions participating in Ontrak's WholeHealth+
program from the first two-quarters of data collected through its
implementation of Recovering Quality of Life (ReQoL) measure, which
is now a standard component of Ontrak's clinical model.
- In September 2024, the Company launched Ontrak Quality, its
latest product offering designed to help healthcare payers,
providers and stakeholders close gaps in care, thereby improving
quality measures and ultimately quality scores. Quality scores play
a vital role in shaping the healthcare landscape, impacting
reimbursement rates, star ratings, and patient outcomes. This
latest innovation continues Ontrak’s expansion of its Advanced
Engagement System to solve healthcare organizations’ toughest
problems. Ontrak Health's new product offering provides a
comprehensive solution to identify, manage, and close care gaps
through a combination of advanced technology, robust data
management, and personalized patient outreach. The product is
designed to address key quality measures such as HEDIS (Healthcare
Effectiveness Data and Information Set) and Star Ratings, which are
widely used by organizations like the Centers for Medicare &
Medicaid Services (CMS) for quality assessment in Medicare
Advantage plans and by many state Medicaid programs.
- In August 2024, the Company announced its partnership with
MosaicVoice, a pioneer in AI-powered voice technology, to transform
healthcare delivery and patient outcomes for Ontrak and its
members. The strategic partnership aims to create a more connected,
intelligent, and patient-centric healthcare ecosystem by
integrating advanced voice and AI technologies. MosaicVoice's AI
technology offers real-time, dynamic guidance and conversation
analysis, helping care teams maintain meaningful and compliant
patient interactions. The solution actively listens to
conversations, ensures adherence to care delivery protocols, and
guides care teams with prompts that enhance patient engagement.
This technology can detect patient sentiment, surface care
opportunities, and provide immediate feedback to support care
providers.
- In August 2024, the Company announced the achievement of the
HITRUST Risk-based, 2-year (r2) certification of the customer data
exchange elements of its Ontrak Advanced Engagement System. This
certification underscores Ontrak's unwavering commitment to
maintaining the highest standards of data security and regulatory
compliance. The HITRUST CSF certification for Ontrak's Advanced
Engagement System not only exemplifies our commitment to the gold
standard in data protection and compliance but also ensures that
our Ontrak Identify product suite, a core component of its
WholeHealth+ solution, operates at the forefront of secure,
AI-driven healthcare engagement, offering peace of mind to our
partners and unparalleled care for our members. The HITRUST CSF ®
certification is a comprehensive and flexible framework that
combines healthcare-specific security, privacy, and regulatory
requirements from existing frameworks such as HIPAA, NIST, ISO, and
COBIT.
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 quarter ending December 31, 2024, the Company estimates
revenue in the range of $2.9 million to $3.2 million.
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 Health (Nasdaq: OTRK) is a leading AI-powered and
technology-enabled behavioral 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 Company’s belief that it
will be successful in returning to sustained growth, that its
strategy will accelerate the Company’s return to growth by
converting new customers and expand with existing customers, the
Company's ability to convert its pipeline of prospects into active
customers, the Company's ability to maximize its differentiated
platform and deliver return on investment for customers, the
Company’s revenue on a per member per month basis, gross margin
estimates and the Company's estimated revenue for quarter ending
September 30, 2024. 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 federal jury's conviction
of the Company’s largest stockholder and former Chief Executive
Officer and Chairman of one count of securities fraud and two
counts of insider trading, 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, 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 debt
issuance costs expensed related to Demand Notes, Demand Warrants
expensed related to Demand Notes, stock-based compensation,
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)
Three Months Ended
September 30,
Nine Months Ended
September 30,
2024
2023
2024
2023
Revenue
$
2,569
$
3,715
$
7,700
$
9,204
Cost of revenue
975
1,040
2,794
2,691
Gross profit
1,594
2,675
4,906
6,513
Operating expenses:
Research and development
1,224
1,552
3,328
4,733
Sales and marketing
780
822
2,003
2,649
General and administrative
4,697
4,365
12,712
14,593
Restructuring, severance and related
costs
—
—
290
457
Total operating expenses
6,701
6,739
18,333
22,432
Operating loss
(5,107
)
(4,064
)
(13,427
)
(15,919
)
Other income, net
2
38
5
324
Debt issuance costs
—
—
(5,921
)
—
Interest expense, net
(475
)
(2,392
)
(984
)
(6,009
)
Loss before income taxes
(5,580
)
(6,418
)
(20,327
)
(21,604
)
Income tax benefit, net
—
—
—
80
Net loss
(5,580
)
(6,418
)
(20,327
)
(21,524
)
Dividends on preferred stock -
undeclared
(2,239
)
(2,239
)
(6,716
)
(6,716
)
Net loss attributable to common
stockholders
$
(7,819
)
$
(8,657
)
$
(27,043
)
$
(28,240
)
Net loss per common share, basic and
diluted
$
(1.77
)
$
(26.47
)
$
(6.29
)
$
(87.70
)
Weighted-average common shares
outstanding, basic and diluted
4,420
327
4,297
322
ONTRAK, INC.
Consolidated Balance
Sheets
(in thousands, except share
and per share data)
September 30,
2024
December 31,
2023
Assets
(unaudited)
Current assets:
Cash
$
7,966
$
9,701
Accounts receivable, net
29
—
Unbilled receivables
446
207
Deferred costs
165
128
Prepaid expenses and other current
assets
1,562
2,743
Total current assets
10,168
12,779
Long-term assets:
Property and equipment, net
509
913
Goodwill
5,713
5,713
Intangible assets, net
—
99
Other assets
5,850
147
Operating lease right-of-use assets
158
195
Total assets
$
22,398
$
19,846
Liabilities and stockholders'
equity
Current liabilities:
Accounts payable
$
490
$
563
Accrued compensation and benefits
653
442
Deferred revenue
60
97
Demand notes payable, net
5,751
—
Current portion of operating lease
liabilities
65
56
Other accrued liabilities
1,638
2,784
Total current liabilities
8,657
3,942
Long-term liabilities:
Long-term debt, net
2,169
1,467
Long-term operating lease liabilities
117
166
Total liabilities
10,943
5,575
Commitments and contingencies
Stockholders' equity:
Preferred stock, $0.0001 par value;
50,000,000 shares authorized; 3,770,265 shares issued and
outstanding at each of September 30, 2024 and December 31, 2023
—
—
Common stock, $0.0001 par value;
500,000,000 shares authorized; 3,400,240 and 2,564,465 shares
issued and outstanding at September 30, 2024 and December 31, 2023,
respectively
7
6
Additional paid-in capital
502,436
484,926
Accumulated deficit
(490,988
)
(470,661
)
Total stockholders' equity
11,455
14,271
Total liabilities and stockholders'
equity
$
22,398
$
19,846
ONTRAK, INC.
Consolidated Statements of
Cash Flows
(in thousands)
For the Nine Months Ended
September 30,
2024
2023
Cash flows from operating
activities
Net loss
$
(20,327
)
$
(21,524
)
Adjustments to reconcile net loss to net
cash used in operating activities:
Stock-based compensation expense
2,506
2,340
Write-off of other asset
—
100
Paid-in-kind interest expense
787
3,110
Gain on termination of operating lease
—
(471
)
Depreciation expense
507
876
Amortization expense
281
3,924
Change in fair value of warrant
liability
(5
)
(26
)
Debt issuance costs expensed related to
Demand Notes
3,262
—
Demand Warrants expensed related to Demand
Notes
2,659
—
Changes in operating assets and
liabilities:
Accounts receivable
(29
)
761
Unbilled receivables
(239
)
102
Prepaid expenses and other assets
1,017
917
Accounts payable
(72
)
(736
)
Deferred revenue
(37
)
(27
)
Leases liabilities
(41
)
(154
)
Other accrued liabilities
590
(1,074
)
Net cash used in operating activities
(9,141
)
(11,882
)
Cash flows from investing
activities
Purchase of property and equipment
(102
)
(196
)
Net cash used in investing activities
(102
)
(196
)
Cash flows from financing
activities
Proceeds from Demand Notes
7,000
—
Proceeds from Keep Well Notes
—
8,000
Proceeds from warrants exercised
1,963
—
Proceeds from Keep Well Agreement held in
escrow
—
6,000
Debt issuance costs
—
(449
)
Finance lease obligations
—
(126
)
Financed insurance premium payments
(1,455
)
(1,830
)
Payment of taxes related to net-settled
stock awards
—
(3
)
Net cash provided by financing
activities
7,508
11,592
Net change in cash and restricted cash
(1,735
)
(486
)
Cash and restricted cash at beginning of
period
9,701
9,713
Cash and restricted cash at end of
period
$
7,966
$
9,227
Supplemental disclosure of cash flow
information:
Interest paid
$
52
$
55
Income taxes paid
5
3
Non-cash financing and investing
activities:
Debt issuance costs
$
10,651
$
266
Warrants issued in connection with Demand
Notes
3,766
—
Warrants issued in connection with Keep
Well Notes
—
11,034
Loss on extinguishment of debt with
related party
521
2,153
Financed insurance premium
228
284
Finance lease and accrued purchases of
property and equipment
—
23
Common stock issued to settle contingent
consideration
64
—
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,
2024
2023
2024
2023
Operating loss
$
(5,107
)
$
(4,064
)
$
(13,427
)
$
(15,919
)
Depreciation expense
98
286
507
876
Amortization expense (1)
12
332
135
1,074
EBITDA
(4,997
)
(3,446
)
(12,785
)
(13,969
)
Stock-based compensation expense
1,712
797
2,506
2,340
Restructuring, severance and related costs
(2)
—
—
290
457
Adjusted EBITDA
$
(3,285
)
$
(2,649
)
$
(9,989
)
$
(11,172
)
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,
2024
2023
2024
2023
Net loss
$
(5,580
)
$
(6,418
)
$
(20,327
)
$
(21,524
)
Debt issuance costs expensed related to
Demand Notes (3)
—
—
3,262
—
Demand Warrants expensed related to Demand
Notes (4)
—
—
2,659
—
Stock-based compensation expense
1,712
797
2,506
2,340
Restructuring, severance and related costs
(2)
—
—
290
457
Gain on change in fair value of warrant
liability
(1
)
(38
)
(5
)
(26
)
Gain on termination of operating lease
(5)
—
—
—
(471
)
Non-GAAP net loss
(3,869
)
(5,659
)
(11,615
)
(19,224
)
Dividends on preferred stock -
undeclared
(2,239
)
(2,239
)
(6,716
)
(6,716
)
Non-GAAP net loss attributable to common
stockholders
$
(6,108
)
$
(7,898
)
$
(18,331
)
$
(25,940
)
Net loss per common share - basic and
diluted
$
(1.77
)
$
(26.47
)
$
(6.29
)
$
(87.70
)
Non-GAAP net loss per common share - basic
and diluted
(1.38
)
(24.15
)
(4.27
)
(80.56
)
Weighted-average common shares outstanding
- basic and diluted
4,420
327
4,297
322
_______________________
(1)
Relates to operating and financing
right-of-use assets and acquired intangible assets.
(2)
Includes one-time severance and related
benefit costs related to reduction in workforce plans announced in
February 2024 and March 2023 as part of Company's continued cost
savings measure.
(3)
Represents the proportionate amount of
deferred debt issuance costs expensed during the three and six
months ended June 30, 2024 relative to the Demand Notes that have
been issued as of June 30, 2024.
(4)
Relates to relative fair value of Demand
Warrants issued in connection with each Demand Notes issued as of
June 30, 2024.
(5)
Relates to 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/20241113781404/en/
For Investors: Ryan Halsted
Gilmartin Group investors@ontrakhealth.com
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