Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations
The following discussion of our financial condition and results of operations should be read in conjunction with our financial statements, including the related notes, and the other financial information included elsewhere in this report. In addition to historical information, this discussion and analysis contains forward-looking statements that involve risks, uncertainties and assumptions. Our actual results may differ materially from those discussed below. Factors that could cause or contribute to such differences include, but are not limited to, those identified below, and those discussed in the section titled “Risk Factors” included elsewhere in this report and our annual report filed on Form 10-K for the year ended December 31, 201
8
.
FORWARD-LOOKING
STATEMENTS
This report contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 with respect to the financial condition, results of operations, business strategies, operating efficiencies or synergies, competitive positions, growth opportunities for existing products, plans and objectives of management, markets for our stock and other matters. Statements in this report that are not historical facts are hereby identified as “forward-looking statements” for the purpose of the safe harbor provided by Section 21E of the Exchange Act of 1934, as amended (the “Exchange Act”) and Section 27A of the Securities Act of 1933, as amended. Such forward-looking statements, including, without limitation, those relating to the future business prospects, our revenue and income, wherever they occur, are necessarily estimates reflecting the best judgment of our senior management as of the date on which they were made, or if no date is stated, as of the date of this report. These forward-looking statements are subject to risks, uncertainties and assumptions, including those described in the “Risk Factors” in Item 1A of Part I of our most recent Annual Report on Form 10-K (“Form 10-K”) for the fiscal year ended December 31, 2018 and other reports we filed with the Securities and Exchange Commission (“SEC”), that may affect the operations, performance, development and results of our business. Because the factors discussed in this report could cause actual results or outcomes to differ materially from those expressed in any forward-looking statements made by us or on our behalf, you should not place undue reliance on any such forward-looking statements. New factors emerge from time to time, and it is not possible for us to predict which factors will arise. In addition, we cannot assess the impact of each factor on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements. We assume no obligation and do not intend to update these forward-looking statements, except as required by law.
All references to “Catasys,” “Catasys, Inc.” “we,” “us,” “our” or the “Company” mean Catasys, Inc., wholly-owned subsidiaries and variable interest entities, except where it is made clear that the term means only the parent company.
O
VERVIEW
General
We harness proprietary big data predictive analytics, artificial intelligence and telehealth, combined with human interaction, to deliver improved member health and cost savings to health plans. We identify, engage and treat health plan members with unaddressed behavioral health conditions that worsen medical comorbidities. Our mission is to help improve the health and save the lives of as many people as possible.
We apply advanced data analytics and predictive modeling to identify members with untreated behavioral health conditions, whether diagnosed or not, and coexisting medical conditions that may be impacted through treatment in the On
Trak
program. We then uniquely engage health plan members who do not typically seek behavioral healthcare by leveraging proprietary enrollment capabilities built on deep insights into the drivers of care avoidance. Our technology enabled On
Trak
solution is an integrated suite of services that includes evidence-based psychosocial and medical interventions delivered either in-person or via telehealth, nurse-led care coaching and local community support. We believe that the program is currently improving member health and, at the same time, demonstrating reduced medical utilization, driving a reduction in total health plan costs for enrolled members.
We have contracted with leading national and regional health plans to make On
Trak
available to eligible members in Alabama, California, Connecticut, Florida, Georgia, Illinois, Iowa, Kansas, Kentucky, Louisiana, Massachusetts, Mississippi, Missouri, Nebraska, New Jersey, North Carolina, Oklahoma, Pennsylvania, South Carolina, Tennessee, Texas, Virginia, West Virginia and Wisconsin
Recent Developments
In March 2019, we entered into an amended and restated venture loan and security agreement (as so amended and restated, the “Amended Loan Agreement”) with Horizon, which provides for up to $15.0 million in loans to us, including initial term loans in the amount of $7.5 million previously funded under the original Loan Agreement entered into in June 2018 and an additional up to $7.5 million loan in three revolving tranches of $2.5 million in availability, subject to our achievement of trailing three month billings exceeding $5.9 million, $7.0 million and $8.0 million, respectively. An initial advance of $2.5 million was funded upon the execution and delivery of the Amended Loan Agreement, subject to repayment if the foregoing $5.9 million threshold is not reached by July 1, 2019. We concurrently entered into an amendment to the previously disclosed $2.5 million A/R Facility with Heritage intended primarily to reflect the amendment and restatement of the Amended Loan Agreement.
In connection with our entry into the Amended Loan Agreement, we issued Horizon 40,921 warrants to purchase shares of common stock with an aggregate value of up to $600,000 (depending on the level of availability under the Loan Agreement) at the trailing volume weighted average price of our common stock on the NASDAQ Capital Market for the five days preceding the relative dates of grants (the “Horizon Warrants”). In no event will the Company be required to issue more than 19.9% of its currently outstanding common stock pursuant to the Horizon Warrants. The per share exercise price of the Horizon Warrants is $9.93.
RESULTS OF OPERATIONS
The table below and the discussion that follows summarize our results of consolidated operations for the three months ended March 31, 2019 and 2018:
|
|
Three Months Ended March 31,
|
|
(in thousands)
|
|
2019
|
|
|
2018
|
|
Revenues
|
|
|
|
|
|
|
|
|
Revenue
|
|
$
|
6,811
|
|
|
$
|
1,911
|
|
Cost of Revenue
|
|
|
3,027
|
|
|
|
2,287
|
|
Gross Profit
|
|
|
3,784
|
|
|
|
(376
|
)
|
|
|
|
|
|
|
|
|
|
Operating Expenses
|
|
|
6,299
|
|
|
|
3,871
|
|
Operating Income/(Loss)
|
|
|
(2,515
|
)
|
|
|
(4,247
|
)
|
|
|
|
|
|
|
|
|
|
Other Income
|
|
|
6
|
|
|
|
40
|
|
Interest expense
|
|
|
(321
|
)
|
|
|
(1
|
)
|
Change in fair value of warrant liability
|
|
|
(91
|
)
|
|
|
(10
|
)
|
|
|
|
|
|
|
|
|
|
Net Income/(Loss)
|
|
$
|
(2,921
|
)
|
|
$
|
(4,218
|
)
|
Revenues
|
|
Three Months Ended March 31,
|
|
(in thousands, except percentages)
|
|
2019
|
|
|
2018
|
|
|
Change $
|
|
|
Change %
|
|
Revenue
|
|
$
|
6,811
|
|
|
$
|
1,911
|
|
|
$
|
4,900
|
|
|
|
256
|
%
|
During the three months ended March 31, 2019, we have launched enrollment with one new health plan in Pennsylvania and continued to increase enrollment. Since the three months ended March 31, 2018 we have signed new contracts with two new health plans, expanded with several of our current health plans into new service lines, and expanded with new and existing health plans from 19 to 22 states. For the three months ended March 31, 2019, net enrollment increased by approximately 97% over the same period in 2018.
Cost of
Revenue
|
|
Three Months Ended March 31,
|
|
(in thousands, except percentages)
|
|
2019
|
|
|
2018
|
|
|
Change $
|
|
|
Change %
|
|
Cost of Revenue
|
|
$
|
3,027
|
|
|
$
|
2,287
|
|
|
$
|
740
|
|
|
|
32
|
%
|
Cost of revenue consists primarily of salaries related to our care coaches, outreach specialists, healthcare provider claims payments to our network of physicians and psychologists, and fees charged by our third-party administrators for processing these claims. The increase for the three months ended March 31, 2019, compared with the same periods in 2018, relates primarily to the increase in members being treated, the addition of care coaches, outreach specialists, community care coordinators and other staff to manage the increasing number of enrolled members. In addition, we hire staff in preparation for anticipated future customer contracts and corresponding increases in members eligible for On
Trak
. The costs for such staff are included in cost of healthcare services during training and ramp-up periods.
Operating
Expenses
|
|
Three Months Ended March 31,
|
|
(in thousands, except percentages)
|
|
2019
|
|
|
2018
|
|
|
Change $
|
|
|
Change %
|
|
Operating Expenses
|
|
$
|
6,299
|
|
|
$
|
3,871
|
|
|
$
|
2,428
|
|
|
|
63
|
%
|
Total operating expenses increased by approximately $2.4 million for the three months ended March 31, 2019, compared with the same period in 2018. The increase was primarily related to investments in data science, IT and software development, stock compensation expense, and the addition of headcount to support operations.
We expect our operating expenses to increase for the foreseeable future as we continue to grow our business but decrease as a percentage of our total revenue over the next several years.
Interest Expense
|
|
Three Months Ended March 31,
|
|
(in thousands, except percentages)
|
|
2019
|
|
|
2018
|
|
|
Change $
|
|
|
Change %
|
|
Interest Expense
|
|
$
|
(321
|
)
|
|
$
|
(1
|
)
|
|
$
|
(320
|
)
|
|
|
32000
|
%
|
Interest expense increased by $320,000 for the three months ended March 31, 2019, compared with the same period in 2018. The increase relates to the issuance of the venture loan and security agreement with Horizon Technology Finance Corporation and amortization of debt discount associated with such loan.
LIQUIDITY AND CAPITAL RESOURCES
|
|
Three Months Ended March 31,
|
|
(in thousands)
|
|
2019
|
|
|
2018
|
|
Net cash used in operating activities
|
|
$
|
(4,359
|
)
|
|
$
|
(3,416
|
)
|
Net cash provided by (used in) financing activities
|
|
$
|
2,493
|
|
|
$
|
(9
|
)
|
Net decrease in cash and restricted cash
|
|
$
|
(1,866
|
)
|
|
$
|
(3,425
|
)
|
Cash and restricted cash was $1.7 million as of March 31, 2019. As of May 7, 2019, we had a balance of approximately $2.5 million of cash and restricted cash. We had working capital deficit of approximately $2.6 million as of March 31, 2019. We have incurred significant net losses and negative operating cash flows since our inception. We expect to continue to incur negative cash flows and net losses for the next twelve months. Our average cash burn rate is approximately $1.5 million per month including a one-time delay in customer collections totaling approximately $925,000. We expect our current cash resources to cover expenses through at least the next twelve months, however, delays in cash collections, revenue, or unforeseen expenditures could impact this estimate.
In June 2018, we entered into a venture loan and security agreement (the “Loan Agreement”) with Horizon Technology Finance Corporation (the “Horizon”), which provides for up to $7.5 million in loans to the Company, including initial loans in the amount of $5.0 million funded upon signing of the Loan Agreement. An additional $2.5 million loan was subject to the Company’s achievement of billings of not less than $5.0 million during any three consecutive month period on or prior to November 30, 2018. In August 2018, we incurred the additional $2.5 million loan as a result of our achievement of the trailing three-month billings exceeding $5.0 million on or prior to November 30, 2018. Also, in June 2018, we entered into a loan and security agreement (the “A/R Facility”) in connection with a $2.5 million receivables financing facility with Corporate Finance, a division of Heritage Bank of Commerce (“Heritage”). The A/R Facility provides for the borrower entities to borrow up to 85% of the Company’s eligible accounts receivable, as defined in the A/R Facility. In February 2019, we borrowed $976,000 on the A/R Facility twice during the month, of which none is outstanding as of March 31, 2019.
In March 2019, we entered into an amended and restated venture loan and security agreement (as so amended and restated, the “Amended Loan Agreement”) with Horizon, including initial term loans in the amount of $7.5 million previously funded under the original Loan Agreement entered into in June 2018 and an additional up to $7.5 million loan in three revolving tranches of $2.5 million in availability, subject to our achievement of trailing three month billings exceeding $5.9 million, $7.0 million and $8.0 million, respectively. An initial advance of $2.5 million was funded upon the execution and delivery of the Amended Loan Agreement, subject to repayment if the foregoing $5.9 million threshold is not reached by July 1, 2019. We concurrently entered into an amendment to the previously disclosed $2.5 million A/R Facility with Heritage intended primarily to reflect Amended Loan Agreement.
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 control expenses. We currently operate our On
Trak
solutions in twenty-four states. We provide services to commercial (employer funded), managed Medicare Advantage, and managed Medicaid and duel eligible (Medicare and Medicaid) populations. We have generated fees from our launched programs and expect to increase enrollment and fees throughout 2019.
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. The accompanying financial statements do not reflect any adjustments that might result if we were unable to continue as a going concern. We have alleviated substantial doubt by both entering into contracts for additional revenue-generating health plan customers and expanding our On
Trak
program within existing health plan customers. To support this increased demand for services, we invested and will continue to invest in additional headcount needed to support the anticipated growth. Additional management plans include increasing the outreach pool as well as improving our current enrollment rate. We will continue to explore ways to increase margins on both existing and new members.
We have a growing customer base and believe we are able to fully scale our operations to service the contracts and future enrollment providing leverage in these investments that we expect to generate positive cash flow by the end of 2019. We believe we will have enough capital to cover expenses through the foreseeable future and we will continue to monitor liquidity. In the event we add more health plans than budgeted, increase the size of the outreach pool by more than we anticipate, decide to invest in new products or seek out additional growth opportunities, we will seek to finance these options.
Operating Activities
We used $4.4 million of cash from operating activities during the three months ended March 31, 2019 compared with $3.4 million in the same period in 2018. The increase in cash used in operating activities reflects the increase in the number of enrolled members and the addition of staff in preparation for anticipated future increases in members eligible for On
Trak
.
Investing Activities
There were no capitalized expenditures for the three months ended March 31, 2019 and March 31, 2018.
Financing Activities
Our net cash provided by financing activities was $2.5 million for the three months ended March 31, 2019, compared with net cash used by financing activities of $9,000 for the three months ended March 31, 2018. Cash provided by financing activities for the three months ended March 31, 2019 consisted of gross proceeds from the issuance of debt in the amount of $2.5 million, financing costs of $105,000, proceeds from warrant exercise of $100,000 and the reduction of capital leases by $2,000.
As a result of the above our cash and restricted cash balance as of March 31, 2019 is $1.7 million.
As discussed above, we currently expend cash at a rate of approximately $1.5 million per month including a one-time delay in customer collections totaling approximately $925,000. We also anticipate cash inflow to increase during 2019 as we continue to service our executed contracts and sign new contracts. We expect our current cash resources to cover our operations through at least the next twelve months; however, delays in cash collections, revenue, or unforeseen expenditures could impact this estimate.
OFF BALANCE SHEET ARRANGEMENTS
During the periods presented, we did not have, nor do we currently have, any relationships with unconsolidated entities or financial partnerships, such as entities often referred to as structured finance or special purpose entities, which would have been established for the purpose of facilitating off-balance sheet arrangements or other contractually narrow or limited purposes. We are therefore not exposed to the financing, liquidity, market or credit risk that could arise if we had engaged in those types of relationships.
CRITICAL ACCOUNTING ESTIMATES
See Note 2 to the Consolidated Financial Statements.