Good afternoon, and welcome to the Numinus Wellness Inc.'s fiscal second quarter 2022 results conference call. A question and answer session for analysts and institutional investors will follow the formal remarks. As a reminder, this call is being recorded. I would now like to turn the conference call over to your host, Jamie Kokoska, Vice President, Investor Relations. Please proceed.
Thank you, Emma. Good afternoon, everyone, and thank you for joining us for our fiscal second quarter 2022 results conference call. Discussing Numinus's performance today are Payton Nyquvest, Founder and CEO, and John Fong, Chief Financial Officer. Joining them for analyst questions at the end of our formal remarks will be Evan Wood, Chief Medical Officer. The following discussion may include forward-looking statements that are based on current expectations and are subject to a number of risks and uncertainties. The risks and uncertainties that could cause our actual financial and operating results to differ significantly from our forward-looking statements are detailed in our MD&A for the quarter ended February 28, 2022 and in our other Canadian securities filings available on SEDAR. Numinus does not undertake to update or revise any forward-looking statements to reflect new events or circumstances except as required by law.
Our second quarter results were made available earlier this afternoon. We encourage you to review our earnings release, MD&A and financial statements, which are available on our website as well as on SEDAR. As a reminder, all figures discussed on today's call are in Canadian dollars. I'll now turn the call over to Payton Nyquvest, Chief Executive Officer.
Thanks, Jamie, and good afternoon, everybody. Before I provide my comments, as I acknowledged on the last earnings call, I'd like to extend the utmost gratitude that our work is conducted on the unceded homelands of the Musqueam, Squamish, and Tsleil-Waututh peoples and on other sovereign indigenous lands and territories across Turtle Island. We are committed to a path towards reconciliation through continuous learning, reciprocity and humility. Our fiscal second quarter demonstrated the positive impact of our growing service offering and the efficiency of our operating platform, with gross margin for the first quarter reaching 29.1%, which is a significant improvement from the 6.5% gross margin achieved just last quarter.
Most of this improvement was due to a greater number of clients' appointments being for ketamine-assisted therapy, as well as the successful integration of the Neurology Centre of Toronto, which continues to be fully booked, often for high-margin neurology-focused services. Overall, we were pleased with the quarter's performance, with revenue in line with our previous quarter, despite the anticipated slower period over the December holidays and having fewer days in the quarter compared to Q1. Probably most importantly and impactfully for our shareholders, subsequent to the second quarter and just earlier this week, we announced a transformational acquisition that will significantly enhance the growth trajectory of Numinus. With our proposed acquisition of Novamind, a well-respected integrated mental health company operating eight wellness clinics across Utah and Arizona, and highly regarded clinical research management division.
This acquisition marks our largest acquisition to date and our first expansion into the United States. Following completion of the acquisition, our combined business will have 13 wellness clinics across North America, four clinical research sites and our bioanalytical lab. We have never been more excited about the future of Numinus. Before I provide more details about this announced acquisition, let me first review some of the highlights that occurred during our second quarter. At Numinus Health, our client-facing wellness clinic division, we were pleased with the 5% revenue growth achieved compared to the first quarter, given the second quarter is seasonally impacted by slower clinic activity over the December holidays. Even with it, the two-week expected slower therapy activity and fewer days in the quarter, our clinics saw client appointments decline only by 14% with the previous quarter.
More importantly, the mix of services booked by clients shifted more towards higher-margin offerings such as ketamine-assisted therapies and neurology services, which significantly improved our gross margin or gross profit, sorry. Overall, Numinus Health achieved a 29.8% gross margin during the quarter and CAD 203,000 of gross profit. I'll also add that the increase in ketamine-assisted therapies was due both to the increased client demand and also a greater availability of appointments as we continue to train more therapists on this specialized treatment through our proprietary KAP therapist training program. This training has been proven to be extremely well received by those who have participated, and we believe it will be a key differentiator for our business as we have the ability to train additional therapists as our business continues to grow.
We believe the future training programs for other psychedelic therapies could be modeled off this training program and will help to ensure consistent quality care will be available to clients with their chosen therapist at any of our wellness clinics. As a reminder, all of our wellness clinics provide a wide range of mental health care services alongside psychedelic-assisted treatments. These include traditional therapies, group therapies, couples therapy, and now neurological care. Collectively, these services will continue to drive reliable revenue streams and cash flows across our clinic network as we grow our psychedelic therapy offering in line with regulatory reform. At Numinus Bioscience, many key developments occurred during the second quarter that will provide long-lasting benefits to the breadth of research and expertise we can draw on.
First, we received approval from Health Canada to add ayahuasca and San Pedro to our Health Canada Controlled Drugs and Substances License, allowing our lab to now possess, produce, assemble, sell, export, deliver, test, and research these unique psychedelic compounds alongside DMT, ketamine, LSD, mescaline, MDMA, psilocin, psilocybin, and other psilocybin-producing bodies. It is one of the most, if not the most extensive license to work with in psychedelics. We're proud that our compliance processes have been recognized by Health Canada to allow the breadth of this important research. Second, recent upgrades to our lab allowed us to be granted a Containment Level two license by the Public Health Agency of Canada, which will allow us to deeply understand not only the mechanisms behind psilocybin mushrooms and other naturally occurring psychedelic materials, but also their interaction with the human body.
More specifically, this biosafety expansion allows us to study pathogens and bacterial, fungal, and microbial contaminants to identify baseline markers and optimal growth environments for Psilocybin mushrooms, perform bioassay studies using mammalian cell lines to analyze the bioactivity of different whole mushroom formulations that contain both Psilocybin and other psychedelic compounds, and perform pharmacokinetic and preclinical studies using analysis of blood and other fluids to investigate reactions in the human body to whole mushrooms and other natural formulations. Obviously, this expanded research allows us to investigate many new theories and discoveries, and we're excited to see what we can find. During the second quarter, we also appointed three highly respected industry leaders to the Bioscience Advisory Board, including two associate professors specializing in research areas of interest to us and a patent attorney who is extremely well-versed in our space.
We couldn't be more pleased to have access to the immense expertise all three of these individuals bring to our research and commercialization strategy. Operationally, shipping challenges impacted the timing of analytical testing services we were contracted to perform for our third-party research clients, which pushed certain services from the second quarter into the third. As a result, revenue generated by Numinus Bioscience declined 26% from the prior quarter. Importantly, an ongoing focus on operating efficiencies allowed the gross margins of the division to improve significantly during the quarter. Overall, Numinus Bioscience achieved a 24.5% gross margin in the second quarter. Turning to the two clinical trials we've previously announced, the MAPS U.S. phase III study with MDMA for post-traumatic stress disorder is underway.
As a reminder, we are hosting and managing the Canadian clinical trial clinical research sites for MAPS during this important study. We were pleased to have dosed our very first clinical trial volunteer at our Montreal-based research clinic just a few weeks ago. The treatment offered through the study follows MAPS protocols of three sessions of MDMA administration and therapy, each to be followed with three integration sessions. This study is expected to be complete during the summer, and we look forward to updating you and seeing the final results MAPS will ultimately publish. As you may have read in our earnings release earlier today, we are pleased to provide a new development for our phase I proprietary psilocybin extract. In recent weeks, our research lab has discovered an additional drug candidate currently being referred to as NBIO-03 that is nearing the final stages of development.
Given this new discovery, we believe the most efficient way to review clinical trial results for NBIO-03 is to do so alongside the clinical trial program for NBIO-01. We believe this is the most fiscally responsible strategy to review both drug candidates, though we will need to resubmit our application to Health Canada in the next several months to reflect the redefined scope of this study. Assuming positive results from phase I, we anticipate this study will lead directly to a phase II clinical study for both formulations to evaluate the efficacy of these products. We're very excited to have two promising proprietary drug candidates in our development pipeline now, and we will update you as the study progresses.
With that overview of our second quarter highlights, I'll turn the call over to John to discuss our second quarter financials in more detail. After which I'll return to discuss the details and many benefits of our announced acquisition of Novamind. John.
Thanks, Payton, and good afternoon, everybody. Our second quarter results benefited from both the expansion of ketamine-assisted therapy across our clinics and the successful integration of the Neurology Centre of Toronto, where neurology services are generally also higher margin services. In total, revenue for the second quarter was CAD 0.8 million, representing a 240% increase from the second quarter last year and in line with the previous quarter. As Payton mentioned earlier, we're pleased with the revenue generating during the quarter as we expect to see reduced client appointments around the December holidays, and there are also fewer days in the quarter than the one previous. Our clinic operations produced 87% of our revenue this quarter compared to just 82% in the prior quarter, demonstrating the increasing importance of our clinic revenue stream.
Second quarter revenue from Numinus Health was CAD 680 thousand, a 5% increase from Q1 2022, and a 378% increase compared to the same quarter last year. Gross profit from our clinic division was CAD 202 thousand during the second quarter, representing a 29.8% gross margin. As Payton mentioned, shipping challenges delayed expected analytical testing contract services at Numinus Bioscience during the second quarter. As a result, Numinus Bioscience generated CAD 105 thousand of revenue in Q2, a 26% sequential decrease from the first quarter, but a 19% increase from the second quarter last year. Importantly, we are very pleased to see significant margin improvement at Numinus Bioscience during the quarter, with the division achieving a 24.5% gross margin and CAD 26 thousand of gross profit.
Collectively, increased higher margin revenue streams paired with ongoing operating efficiency initiatives, including scalable operating platforms, improved our quarterly company gross margin to 21.9% during the quarter, and a total gross profit of CAD 229,000 during the quarter. Which is a 349% increase from the previous quarter and the highest gross profit we've achieved to date. Overall, corporate expenses grew alongside the expansion of our business and higher corporate development activities and totaled CAD 7.4 million during the quarter. Net cash outflow during the quarter was CAD 5.5 million, higher than our typical run rate as a result of increased research and development activities and increased people, consulting and legal costs related to the company's continued growth. The loss for the quarter was CAD 7.8 million, or CAD 0.04 per share.
In terms of liquidity, we ended the quarter with a strong balance sheet and CAD 48.3 million of cash on hand. With revenue streams offsetting some of our expenses, we continue to be well-positioned financially to sustain our business model and pursue our long-term strategy. With that overview of our financial results, I'll turn the call back over to Payton to discuss the acquisition of Novamind. Payton.
Thanks, John. Just two days ago, we announced our largest acquisition to date and one that will position Numinus to be the North American industry leader in psychedelic therapy and research. We see four main benefits to this transaction. First, it rapidly expands Numinus' operations and brand into the United States with a reputable platform of revenue-producing clinics with an established and growing client base. Second, it will significantly grow our client programming as complementary service offerings will be shared and expanded across the combined clinic network. Third, it will combine Novamind's leading clinical research site management capabilities with Numinus Bioscience's research laboratory and analytical testing expertise, positioning our business as a spoke in the psychedelic sector wheel as we drive psychedelic research forward for a variety of commercial and academic organizations.
Fourth, and perhaps importantly to those on the investor call, it accelerates our path to profitability. The transaction expected to be immediately accretive to revenue and based on forecasts and economies of scale alongside Novamind's higher margins will shorten the timeline Numinus projects to profitability. Overall, the acquisition is also anticipated to generate CAD 3 million of annual cost savings through the elimination of duplicate corporate expenses. We couldn't be more excited about what this means for our entry into the important U.S. market and the immediate impact on the scale of our business as we look to drive greater accessibility to our treatments and greater efficiency through our operations. As for the acquisition terms, we have made an offer to acquire all the issued and outstanding shares of Novamind by way of a court-approved plan of arrangement.
Novamind shareholders will receive 0.84 of a Numinus common share in exchange for each Novamind share held, which implies a transaction value of CAD 0.44 per Novamind share and a premium of 51% to Novamind's 20-day VWAP on the CSE. As at April 8, 2021, the last trading day prior to our announcement. We expect the acquisition will also bolster our financial performance, increasing Numinus' revenue by more than five times current levels and generating CAD 3 million of annual cost savings in corporate expenses. In fact, the acquisition positions Numinus to become the top revenue-producing psychedelics company with pro forma annual revenues nearing CAD 10 million, significantly more revenue than any of our direct peers in that same period, and averaging 11.8% of pro forma compounded quarterly revenue growth.
This acquisition also accelerates Numinus' U.S. expansion to eight wellness clinics across Utah and Arizona, in addition to the five clinics we have here in Canada. From a clinic perspective, this underscores our growth strategy from our first clinic acquisition in Q1 2021 to the proposed total of 13 clinics and four clinical research sites. It drives important growth from a trained practitioner perspective, growing the number of our therapists and medical practitioners to 111 following the completion of this acquisition. Novamind's U.S. market presence, complementary client programming, and respective clinical research site organization capabilities will allow us to treat the mental health needs of a wider variety of our wellness clinic clients.
As you can see from this diagram, we have many complementary services through the wellness clinic offering that will provide meaningful opportunities to expand our service offering across both our existing and acquired clinic locations as we integrate Novamind into Numinus' operating platform. Following the business integration, Numinus will have 13 client-facing wellness clinics with concentrations in Utah, Montreal, Vancouver and Arizona, and we will continue to evaluate other opportunities across the U.S. In addition, we will have four clinical research facilities and one bioanalytical research laboratory. Overall, our research capabilities will benefit from our combined leadership in psychedelic bioanalytical testing and clinical research management, with the collective research projects already being managed for MAPS, MindMed, Usona, and the University of Utah, among others.
Together, we will be an industry leader in psychedelic therapy and research, with a shared mission of responsibly reintroducing psychedelic therapy to mental health care, improving access to these important treatments, and we'll become an industry-leading North American platform for psychedelic clinics and clinical research. As both Novamind and Numinus are publicly traded companies, this acquisition will require shareholder approval. We expect the transaction will be complete this upcoming June, with the integration and rebranding efforts underway this summer. Collectively, the deal represents a combined enterprise value of approximately CAD 88.3 million based on our share price the last trading day prior to our announcement. More than anything, we're excited about the strategic benefits of the combined businesses. This will be Numinus' largest acquisition to date and our first entry into the U.S. market.
It positions Numinus as a leading provider of integrated mental health care, offering both traditional and psychedelic therapies. It grows our client programming as complementary services and best practices will be shared across the expanded platform. It combines Novamind's leading clinical research management capabilities with our existing research labs and analytical testing expertise. Just as importantly, it accelerates our path to profitability through significant revenue growth, economies of scale, and identified cost synergies. We've never been more excited about the future of our business, and I look forward to sharing the progress with you over the coming quarters and years. With that, I would like to open the call to questions from analysts and institutional investors. Operator?
Thank you. If you would like to ask a question during this time, simply press star followed by the number one on your telephone keypad. If you would like to withdraw your question, again, press the star one. We'll pause for just a moment to compile the Q&A roster. Your first question comes from the line of Sep Manochehry with Eight Capital. Your line is now open.
Good afternoon, and congrats on the transformative acquisition. Just want to start, given the broader demand drivers for mental health and the reopening, there seems to be potential for considerable inflection here in your existing footprint and in your prospective footprint. I want to understand, as you're getting close to benefiting from scale, what are the growth drivers that you think about and relevant metrics that you consider? Is it things like referral sources, appointment volumes, web traffic, call-in inquiries or any other metrics? Maybe as a second to that, how do you plan to increase those metrics?
Yeah, I think, you know, especially as we look to driving to the U.S., you're seeing, I think, an important one being more interest in third-party insurance provider support for mental health services and more and more support for Ketamine-Assisted Psychotherapy. I think just continuing to build brand awareness as well, and with scale, a strong reputation in mental health care overall. I'd maybe pass over to Evan and John as well for any comments.
Hi, this is John. Do you want-
Yeah. Hi, Sep. This is John Fong. I think you hit the nail on the head on quite a few things there. And Payton touched on it earlier in the call as well about having sufficient trained practitioners to deliver the services that we provide and also ramping up on marketing efforts to get to increase top of funnel leads, yeah, into our clinics.
Understood. Yeah, that definitely doubling your number of practitioners certainly helps. Linear number of practitioners certainly helps with that. Maybe as a follow-up to that is the higher margin services that, for example, the Neurology Centre of Toronto provides. Is that something that the lever to adding that to other facilities is something like equipment, or is it trained practitioners, or is it particular designations? Like if you, I know you don't have necessarily TMS there now, but if you're looking to add these additional services, what are the hurdles you have to overcome to be able to fold in additional lines of revenue?
It is a combination of trained specialists, equipment, and finding the space at the clinic locations to deliver those separate services.
Okay. No, that's really good insight. I know that obviously with the payer relations that Novamind has established, a key differentiator has been their, I believe less than 20% out-of-pocket pay, and I know they have the call center. Is that something that you think would be beneficial to your broader business? Would that, I guess, be relevant to the SAP program and maybe pre-approvals or helping pre-select relevant patients for the SAP program in Canada?
That's probably one for me. This is Evan Wood, the Chief Medical Officer. I think that at this stage, the Special Access Program is really individual patients seeking to access, you know, drugs that aren't yet approved, like psilocybin or MDMA, via individual patient applications with individual physicians applying on their behalf. I don't think that that's sort of relevant to a sort of call center model. Certainly, yeah, Novamind has been able to, you know, find the efficiencies and strategies to be able to link people with mental wellness challenges to treatment in a timely way. I think there's lessons there for our entire organization and ways of finding efficiencies that will ultimately result in better outcomes for patients.
Interesting. I did notice you are planning a new facility in Vancouver. Does Toronto and the patient population do organic growth, or are there potential acquisition opportunities in terms of other players that are in the Ontario area that would grow your base here? Or is the focus really right now growing that Western U.S. footprint and scaling there, leveraging those payers and the synergies attainable?
Payton, do you want to speak to that in terms of growth versus acquisition?
Yeah. I think over the last little bit, you know. As mentioned, we are currently expanding our footprint in Vancouver. Obviously, quite a bit of work to do just to integrate the Novamind acquisition and we've done a number of acquisitions to date. Continuing to look at different opportunities around primarily acquisition growth, as we go into the future. You know, again, really making sure that they continue to stay in line with our acquisitions criteria and sort of thoughtful growth strategy.
Awesome. Maybe just the last one for me is if you can characterize any progress in your engagement with MAPS and if this transaction increases your potential role as a commercial partner, given that you'll be a multinational player in the space.
Yeah. I can, myself and Evan, maybe touch on that as well, but Evan can maybe touch on that as well. We definitely have continued to deepen and develop that relationship with MAPS, obviously highlighted by beginning the dosing for the phase III. Also, we have continued to train a host of practitioners and now with bringing on Novamind will certainly potential and opportunity to expand that into that platform as well. Evan, maybe some comments from yourself also.
Yeah. Novamind obviously has their own independent relationship with MAPS, so we're not starting from the ground up there. Yeah, I think it's too early to say. Obviously, MAPS has completed one phase III trial and the second phase III trial is well underway, so it's natural that they're shifting gears, focusing to look at you know readying themselves for post-approval. I think it's premature for us to be talking publicly about anything beyond our existing collaborations.
Understood. Well, thanks so much for getting into the minutiae, and I'm excited about the acquisition and the integration synergies that'll be attainable.
Your next question comes from the line of Richard Spencer with Westcliff Capital Management. Your line is now open. Mr. Spencer, your line is now open.
Sorry, I had it on mute. Would you describe the differences in profitability between the core therapeutic clinics, clinical treatments and the higher margin stuff like ketamine-assisted psychotherapy and TMS? Both the magnitude and then a second part of the question would be kind of a mix of what is the in terms of total therapeutic hours or something like that between what's the higher margin versus what's the lower margin.
Thanks, Richard. This is John Fong. I'll take that call. In terms of margin mix based on services, traditional psychotherapy usually has lower margin because they are one-on-one therapy services. Those would usually are in a fee split situation, where it does have lower margin between 20%-30%. Where we see the higher margin services are with our KAP offerings and also group therapy programs. The margins around that would be between 30%-50%.
That's for both group therapy as well as, KAP or TMS?
Yeah.
Okay. Could you describe kind of what the protocol is briefly for KAP in terms of you know hours of treatment and so on and kind of what the reimbursement is for that treatment? Or revenue some kind of measure of revenue.
John, do you want to talk about revenue, and I can talk about the process, or how do you want to do that?
Sure. Evan, why don't you provide a little bit of insight into the protocol, like generally the program itself, and then I can wrap that around any financial information.
Sure. Yeah. Our ketamine-assisted psychotherapy protocol, or our approach to ketamine-assisted psychotherapy is, I think a little bit unique in the space in that we have dedicated protocols for different mental wellness challenges. The PTSD protocol is different than the depression protocol, different than the anxiety protocol or substance use disorder protocol. The general framework involves, you know, a process of arriving at a diagnosis and screening, a physician assessment, and then a number of psychotherapy sessions, usually 90 minutes in duration, to enable the individual to set their intentions and the therapist to develop their rapport with them to support the treatment experience, and then the ketamine-assisted psychotherapy followed by integration sessions. Fairly typical psychedelic-assisted psychotherapy model with a second series of preparation, psychedelic experience and integration.
The model is fairly typical with a fair amount of the psychological support, and dedicated sort of psychological support depending on the disorder that the individual has. I hope that that answers your question. Then John can sort of describe the revenue model.
In terms of the revenue model, we're seeing that because of this program, it is multi-sessional. A lot of the integration session can be delivered virtually. For the ketamine dosing session, that is in clinic. Because of the virtual model, we do see a higher margin in these services.
How long are the psychedelic sessions, the in-clinic sessions? Like two hours?
Yeah. It ranges. An individual can't leave the clinic till they're, you know, cleared by the medical staff. Anywhere between, you know, two-four hours, depending on the circumstances and the individual's response and everything else. I think the other thing that I'll quickly mention is there is some variability depending on the jurisdiction. You know, in some places, TMS is reimbursed by insurance companies. In other jurisdictions, it's not. There is, you know, for people that are, you know, developing services like this, there's, you know, geographic considerations with some of those things as well.
Okay. One more question. You mentioned that you think this acquisition of Novamind is gonna be accretive on a revenue basis and accelerate your path to profitability. Would you venture a guess as to when you think you might cross over to profitability, you know, once the integration is done and kind of date you could set on that?
We're thinking between 2-3 years.
Okay. Next question or last question, I hope I won't keep coming up with more, is with respect to the eventual approval of Psilocybin for TRD or other applications, which is off, what's your plan to modify and prepare your clinics
For the different longer sessions and different protocols that exist there, both from a, you know, an operational in terms of therapist attention and so on, and how. I guess that's the question.
I can take that one unless you want to, Payton.
Go ahead, I can jump in after you, Evan.
It's a great question. I'll share that a lot of our physical infrastructure has been developed, you know, with the sort of long view with the physical infrastructure set to be able to do those longer-term psychotherapy sessions and obviously, you know, already set up with some of the infrastructure and clinics, you know, where, for instance, the MAPS phase III trial ran and other space that we've purpose renovated to be able to support that type of physical infrastructure in terms of soundproof rooms and other things that are required to be able to properly do psilocybin or MDMA-assisted psychotherapy.
Yeah. Just echoing off that, intention around not only the purpose-built facilities but also, a part of our acquisition criteria has always been with, keeping in mind MDMA and psilocybin-assisted therapy and, a big part of the reason for obviously the MAPS collaboration. I think also very interestingly now with the Novamind acquisition where they're running a number of trials with psilocybin, as well as LSD within clinical settings within their own footprint. We've continued to grow with those therapies in mind as well as training the practitioners and getting clinic systems and back-end operations very familiar with it so that when those approvals are in place, we can move quite quickly.
Do you see those, the eventual treatment protocols being somewhat similar to the protocols described in Stan Grof's various books on LSD psychotherapy?
You know Stan's got a pretty extensive collection of therapeutic protocols obviously with LSD in particular. But we'll continue to keep our treatments based off of what's been shown in the research and literature. There's a lot of information out now obviously about the MAPS protocols as well, and we encourage people to review that protocol and those research results.
All right. Thanks for answering all those questions, and, very nice job on the acquisition, and I hope that goes smoothly for you. Thanks for your time.
Appreciate that. Thanks so much. Thank you.
There are no further questions at this time. I now turn the call back over to Payton.
Thanks, operator. Thank you everybody for joining us for the conference call today. I look forward to speaking with you in Q3 July when we will report our fiscal third quarter results. Thanks, everybody.
This concludes today's conference call. Thank you for attending. You may now disconnect.