Received a positive response from the Canada Revenue Agency (the “CRA”) to our Notices of Objection regarding the Harmonized Sales Tax (“HST”) matter previously disclosed in our financial statements
The CRA has provided updated Notices of Reassessment and will issue refunds totalling approximately $1.9 million to the Company
TORONTO, ONTARIO, May 15, 2023 – NeuPath Health Inc. (TSXV:NPTH), (“NeuPath” or the “Company”), owner and operator of a network of clinics delivering category-leading chronic pain treatment, today provided an update regarding its HST objection with the CRA.
This past week the Company received notice that the CRA has allowed a number of the Company’s objections, and the CRA has issued Notices of Reassessment. As a result, the CRA will refund approximately $1.9 million that has been paid by and withheld from the Company, and is carried as a receivable on NeuPath’s financial statements.
“We are pleased to put this matter behind us so that NeuPath can continue its focus on providing category-leading healthcare services to our patients,” said Joe Walewicz, CEO. “The return of these funds, and the resolution of this matter, will allow us to invest in our clinics and removes uncertainty for our financial partners.”
About NeuPath
NeuPath operates a network of healthcare clinics and related businesses focused on improved access to care and outcomes for patients by leveraging best-in-class treatments and delivering patient-centered multidisciplinary care. We operate a network of medical clinics in Ontario and Alberta that provide comprehensive assessments and rehabilitation services to clients with chronic pain, musculoskeletal/back injuries, sports related injuries and concussions. In addition, NeuPath provides workplace health services and independent medical assessments to employers and disability insurers through a national network of healthcare providers, as well as contract research services to pharmaceutical and biotechnology companies. NeuPath is focused on enabling each individual we treat to live their best life.
Forward-Looking Statements
This news release contains forward-looking statements. All statements, other than statements of historical fact, that address activities, events or developments that the Company believes, expects or anticipates will or may occur in the future including, without limitation, the timing and amount of refunds received from the CRA. These forward-looking statements reflect the current expectations or beliefs of the Company based on information currently available to the Company. Forward-looking statements are subject to a number of risks and uncertainties that may cause the actual results of the Company to differ materially from those discussed in the forward-looking statements, and even if such actual results are realized or substantially realized, there can be no assurance that they will have the expected consequences to, or effects on, the Company. Factors that could cause actual results or events to differ materially from current expectations included in this news release include, among other things, the direct and indirect impacts that the COVID-19 pandemic may continue to have on the Company’s operations, adverse market conditions, risks associated with obtaining and maintaining the necessary governmental permits and licenses related to the business of the Company, increasing competition in the market and other risks generally inherent in the chronic pain, sports medicine, concussion and workplace health services markets. A comprehensive discussion of these and other risks and uncertainties can be found in the Company’s annual information form dated March 29, 2023 filed on SEDAR under the Company’s profile at www.sedar.com.
Any forward-looking statement speaks only as of the date on which it is made and, except as may be required by applicable securities laws, the Company disclaims any intent or obligation to update any forward-looking statement, whether as a result of new information, future events or results or otherwise. Although the Company believes that the assumptions underlying the forward-looking statements are reasonable, forward-looking statements are not guarantees of future performance and accordingly undue reliance should not be put on such statements due to their inherent uncertainty.
For more information, please contact:
Jeff Zygouras Chief Financial Officer [email protected] (905) 858-1368
NEITHER TSX VENTURE EXCHANGE NOR ITS REGULATION SERVICES PROVIDER (AS THAT TERM IS DEFINED IN THE POLICIES OF THE TSX VENTURE EXCHANGE) ACCEPTS THE RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF THIS RELEASE.
TORONTO, ONTARIO, May 2, 2023 – NeuPath Health Inc. (TSXV:NPTH), (“NeuPath” or the “Company”), owner and operator of a network of clinics delivering category-leading chronic pain treatment, today announced it has closed its previously announced brokered private placement offering of 10% subordinated and postponed unsecured non-convertible debenture units of the Company (the “Units”) for gross proceeds of $1.453 million (the “Offering”).The Offering was led by Bloom Burton Securities Inc. as lead agent and Hampton Securities Ltd. (collectively, the “Agents”).
1,453 Units were issued pursuant to the Offering. Each Unit is comprised of: (i) $1,000 principal amount of subordinated and postponed unsecured non-convertible debentures of the Company (the “Debentures”); and (ii) for no additional consideration, such number of common shares in the capital of the Company (each whole common share, a “Bonus Share”, and collectively, the “Bonus Shares”) as is equal to 10% of the principal amount of the Debentures purchased divided by $0.09, being the closing market price of the common shares of the Company on the TSX Venture Exchange (the “TSXV”) on April 10, 2023. An aggregate of 1,614,444 Bonus Shares were issued in connection with the closing of the Offering. The Company has used a portion of the proceeds from the Offering to repay the previously announced $0.5 million bridge loan provided to the Company by Bloom Burton & Co. Inc., and will use the balance of the proceeds for corporate and general working capital purposes.
Commenting on the Offering, Joseph Walewicz, the Company’s Chief Executive Officer, noted, “We are pleased to have worked with new and existing shareholders to complete this debt offering, which will solidify our cash resources with modest dilution and assist us in the execution of multiple corporate growth initiatives.”
The Debentures will mature on May 2, 2025 (the “Maturity Date”) and bear interest at a rate of 10% per annum payable quarterly in arrears in cash. The Debentures and the Bonus Shares issued pursuant to the Offering, will be subject to a hold period of four months plus one day from May 2, 2023 (the “Closing Date”).
The Company may redeem the Debentures at any time prior to the Maturity Date in part or in full subject to an early repayment premium equal to: (i) 6% of the principal amount of the Debentures being redeemed if the redemption occurs prior to the date that is six months following the Closing Date; (ii) 5% of such principal amount if redemption occurs following the date that is six months following the Closing Date, but prior to the first anniversary of the Closing Date; (iii) 4% of such principal amount if redemption occurs following the first anniversary of the Closing Date prior to eighteen months following the Closing Date; or (iv) 3% of such principal amount if redemption occurs following eighteen months from the Closing Date, but prior to the Maturity Date.
Joseph Walewicz, the Company’s Chief Executive Officer, and Daniel Chicoine, the Company’s Board Chair (collectively, the “Insiders”) participated in the Offering. Such participation is considered a related party transaction within the meaning of Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101”). The related party transaction is exempt from minority approval, information circular, and formal valuation requirements pursuant to the exemptions contained in Sections 5.5(a) and 5.7(1)(a) of MI 61-101, as neither the fair market value of the gross securities issued nor the consideration paid exceeds 25% of the Company’s market capitalization. The Company did not file a material change report with respect to the participation of the Insiders at least 21 days before the closing of the Offering as the details of the Insiders’ participation in the Offering had not been settled and the Company wished to complete the Offering in an expeditious manner.
As consideration for brokered services provided to the Company in connection with the Offering, the Company paid the Agents, a commission comprised of: (i) a cash fee in the aggregate amount of $75,250; and (ii) an aggregate of 836,111 broker warrants of the Company (“Broker Warrants”). Each Broker Warrant will be exercisable for one common share of the Company at an exercise price equal to $0.15 per common share until May 2, 2025.
About NeuPath NeuPath operates a network of healthcare clinics and related businesses focused on improved access to care and outcomes for patients by leveraging best-in-class treatments and delivering patient-centered multidisciplinary care. We operate a network of medical clinics in Ontario and Alberta that provide comprehensive assessments and rehabilitation services to clients with chronic pain, musculoskeletal/back injuries, sports related injuries and concussions. In addition, NeuPath provides workplace health services and independent medical assessments to employers and disability insurers through a national network of healthcare providers, as well as contract research services to pharmaceutical and biotechnology companies. NeuPath is focused on enabling each individual we treat to live their best life.
Forward-Looking Statements
This news release contains forward-looking statements. All statements, other than statements of historical fact, that address activities, events or developments that the Company believes, expects or anticipates will or may occur in the future including, without limitation the use of proceeds from the Offering. These forward-looking statements reflect the current expectations or beliefs of the Company based on information currently available to the Company. Forward-looking statements are subject to a number of risks and uncertainties that may cause the actual results of the Company to differ materially from those discussed in the forward-looking statements, and even if such actual results are realized or substantially realized, there can be no assurance that they will have the expected consequences to, or effects on, the Company. Factors that could cause actual results or events to differ materially from current expectations included in this news release include, among other things, the direct and indirect impacts that the COVID-19 pandemic may continue to have on the Company’s operations, adverse market conditions, risks associated with obtaining and maintaining the necessary governmental permits and licenses related to the business of the Company, increasing competition in the market and other risks generally inherent in the chronic pain, sports medicine, concussion and workplace health services markets. A comprehensive discussion of these and other risks and uncertainties can be found in the Company’s annual information form dated March 29, 2023 filed on SEDAR under the Company’s profile at www.sedar.com.
Any forward-looking statement speaks only as of the date on which it is made and, except as may be required by applicable securities laws, the Company disclaims any intent or obligation to update any forward-looking statement, whether as a result of new information, future events or results or otherwise. Although the Company believes that the assumptions underlying the forward-looking statements are reasonable, forward-looking statements are not guarantees of future performance and accordingly undue reliance should not be put on such statements due to their inherent uncertainty.
For more information, please contact:
Jeff Zygouras Chief Financial Officer [email protected] (905) 858-1368
NEITHER TSX VENTURE EXCHANGE NOR ITS REGULATION SERVICES PROVIDER (AS THAT TERM IS DEFINED IN THE POLICIES OF THE TSX VENTURE EXCHANGE) ACCEPTS THE RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF THIS RELEASE.
/NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES/
TORONTO, ONTARIO, April 18, 2023 – NeuPath Health Inc. (TSXV:NPTH), (“NeuPath” or the “Company”), owner and operator of a network of clinics delivering category-leading chronic pain treatment, today announced that Joseph Walewicz, CEO, will be presenting at the 2023 Bloom Burton & Co. Healthcare Investor Conference.
Date: Wednesday, April 26, 2023 Time: 4:00 p.m. ET Format: 30-minute live virtual presentation, including Q&A
To register for the presentation, please visit the Investors section of our website at: https://www.neupath.com/investors/decks-presentations. A replay of the webcast will remain available for 90 days following the presentation.
About the Conference
The Bloom Burton & Co. Healthcare Investor Conference brings together U.S., Canadian and international investors who are interested in the latest developments in the Canadian healthcare sector. Attendees will have an opportunity to obtain corporate updates from the premier Canadian publicly traded and private companies through presentations and private meetings.
About NeuPath
NeuPath operates a network of healthcare clinics and related businesses focused on improved access to care and outcomes for patients by leveraging best-in-class treatments and delivering patient-centered multidisciplinary care. We operate a network of medical clinics in Ontario and Alberta that provide comprehensive assessments and rehabilitation services to clients with chronic pain, musculoskeletal/back injuries, sports related injuries and concussions. In addition, NeuPath provides workplace health services and independent medical assessments to employers and disability insurers through a national network of healthcare providers, as well as contract research services to pharmaceutical and biotechnology companies. NeuPath is focused on enabling each individual we treat to live their best life.
For more information, please contact:
Jeff Zygouras Chief Financial Officer [email protected] (905) 858-1368
NEITHER TSX VENTURE EXCHANGE NOR ITS REGULATION SERVICES PROVIDER (AS THAT TERM IS DEFINED IN THE POLICIES OF THE TSX VENTURE EXCHANGE) ACCEPTS THE RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF THIS RELEASE.
TORONTO, ONTARIO, April 11, 2023 – NeuPath Health Inc. (TSXV:NPTH), (“NeuPath” or the “Company”), owner and operator of a network of clinics delivering category-leading chronic pain treatment, today announced a proposed offering of up to 1,400 units of the Company (the “Units”) pursuant to which NeuPath proposes to raise gross proceeds of up to $1.4 million (the “Offering”). The Offering is being led by Bloom Burton Securities Inc. as lead agent and Hampton Securities Ltd. (collectively, the “Agents”).
Each Unit will be comprised of: (i) $1,000 principal amount of subordinated and postponed unsecured non-convertible debentures of the Company (the “Debentures”); and (ii) for no additional consideration, such number of common shares in the capital of the Company (each whole common share, a “Bonus Share”, and collectively, the “Bonus Shares”) as is equal to 10% of the principal amount of the Debentures purchased divided by $0.09, being the closing market price of the common shares of the Company on the TSX Venture Exchange (the “TSXV”) on April 10, 2023. In the event that the maximum $1,400,000 amount of Debentures are issued in connection with the Offering, a maximum of 1,555,555 Bonus Shares will be issuable. The Company expects to use the proceeds of the Offering for corporate and general working capital purposes.
The Debentures will mature on the date that is 24 months from the closing date (the “Closing Date”) of the Offering (the “Maturity Date”) and bear interest at a rate of 10% per annum payable quarterly in arrears in cash. The Debentures and the Bonus Shares to be issued pursuant to the Offering, will be subject to a hold period of four months plus one day from the Closing Date, except as permitted by applicable securities legislation and the rules of the TSXV. The Offering is subject to approval by the TSXV.
The Offering is expected to include participation of certain insiders, including, the Company’s Chief Executive Officer, Joseph Walewicz. Such participation will be considered a related party transaction within the meaning of Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101”). The related party transaction will be exempt from minority approval, information circular, and formal valuation requirements pursuant to the exemptions contained in Sections 5.5(a) and 5.7(1)(a) of MI 61-101, as neither the fair market value of the gross securities issued nor the consideration paid will exceed 25% of the Company’s market capitalization.
As consideration for brokered services provided to the Company in connection with the Offering, the Company has agreed to pay the Agents, a commission comprised of: (i) a cash fee equal to 7% of the gross proceeds raised from the sale of Units sold pursuant to the Offering (other than in respect of Units sold to persons included on the president’s list of the Company, for which no commission shall be payable); and (ii) that number of broker warrants of the Company (“Broker Warrants”) equal to 7% of the aggregate gross proceeds from the Offering (excluding proceeds from Units sold to persons included on the president’s list of the Company) divided by $0.09. Each Broker Warrant shall be exercisable for one common share of the Company at an exercise price equal to $0.15 per common share for a period of 24 months from the Closing Date, subject to approval from the TSXV.
The Company also announces that Bloom Burton & Co. Inc. has provided the Company with a bridge loan in the aggregate amount of $500,000 (the “BBCI Loan”). The BBCI Loan bears no interest and is payable on demand. A portion of the net proceeds of the Offering will be used to pay off the BBCI Loan shortly after closing of the Offering.
About NeuPath
NeuPath operates a network of healthcare clinics and related businesses focused on improved access to care and outcomes for patients by leveraging best-in-class treatments and delivering patient-centered multidisciplinary care. We operate a network of medical clinics in Ontario and Alberta that provide comprehensive assessments and rehabilitation services to clients with chronic pain, musculoskeletal/back injuries, sports related injuries and concussions. In addition, NeuPath provides workplace health services and independent medical assessments to employers and disability insurers through a national network of healthcare providers, as well as contract research services to pharmaceutical and biotechnology companies. NeuPath is focused on enabling each individual we treat to live their best life.
Forward-Looking Statements
This news release contains forward-looking statements. All statements, other than statements of historical fact, that address activities, events or developments that the Company believes, expects or anticipates will or may occur in the future including, without limitation, the anticipated terms and timing of the Offering, regulatory and exchange approvals, the participation of the Company’s Chief Executive Officer in the Offering, the listing of the common shares offered pursuant to the Offering on the TSXV, are forward-looking statements. These forward-looking statements reflect the current expectations or beliefs of the Company based on information currently available to the Company. Forward-looking statements are subject to a number of risks and uncertainties that may cause the actual results of the Company to differ materially from those discussed in the forward-looking statements, and even if such actual results are realized or substantially realized, there can be no assurance that they will have the expected consequences to, or effects on, the Company. Factors that could cause actual results or events to differ materially from current expectations included in this news release include, among other things, the direct and indirect impacts that the COVID-19 pandemic may continue to have on the Company’s operations, adverse market conditions, risks associated with obtaining and maintaining the necessary governmental permits and licenses related to the business of the Company, increasing competition in the market and other risks generally inherent in the chronic pain, sports medicine, concussion and workplace health services markets. A comprehensive discussion of these and other risks and uncertainties can be found in the Company’s annual information form dated March 29, 2023 filed on SEDAR under the Company’s profile at www.sedar.com.
Any forward-looking statement speaks only as of the date on which it is made and, except as may be required by applicable securities laws, the Company disclaims any intent or obligation to update any forward-looking statement, whether as a result of new information, future events or results or otherwise. Although the Company believes that the assumptions underlying the forward-looking statements are reasonable, forward-looking statements are not guarantees of future performance and accordingly undue reliance should not be put on such statements due to their inherent uncertainty.
For more information, please contact:
Jeff Zygouras Chief Financial Officer [email protected] (905) 858-1368
NEITHER TSX VENTURE EXCHANGE NOR ITS REGULATION SERVICES PROVIDER (AS THAT TERM IS DEFINED IN THE POLICIES OF THE TSX VENTURE EXCHANGE) ACCEPTS THE RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF THIS RELEASE.
• Delivered record fourth quarter revenues of $16.1 million • Adjusted EBITDA(1) of $0.8 million, our 16th consecutive quarter of positive adjusted EBITDA • Recent clinic openings and expanded service offering to drive further momentum, continued focus on operational improvements to better serve our patients
TORONTO, ONTARIO, March 30, 2023 – NeuPath Health Inc. (TSXV:NPTH), (“NeuPath” or the “Company”), owner and operator of a network of clinics delivering category-leading chronic pain treatment, today announced its financial and operating results for the three months and year ended December 31, 2022. All figures are in Canadian dollars, unless otherwise noted.
Financial and Operational Highlights
• Delivered record quarterly total revenue of $16.1 million for the three months ended December 31, 2022 compared to $15.6 million for the comparative three-month period; • For the year ended December 31, 2022, revenue increased to a record $62.7 million compared to $60.9 million for the year ended December 31, 2021; • Adjusted EBITDA was $0.8 million and $2.3 million for the three months and year ended December 31, 2022 compared to $0.1 million and $2.5 million for the comparative three months and year ended December 31, 2021; • The Company continued to expand its image-guided capabilities with a new fluoroscopy suite in Ottawa. The Company now has 6 fluoroscopy suites, enabling the Company to better serve our patients and expand our service offerings; • The Company continues to focus on improved operations to support its accelerated growth strategy, including a restructuring of the Company’s corporate office in order to improve free cash flow; • Joseph Walewicz was appointed Chief Executive Officer of the Company on March 9, 2023; and • Subsequent to year end, the Company announced that it received a binding offer to purchase the London medical facility, the transaction is expected to close on August 1, 2023. The Company expects to receive net proceeds over and above the mortgage obligation of approximately $0.5 million.
“We are very pleased that the investments made in 2022 are beginning to bear fruit, and that the restructuring and continued operating improvements are helping the top and bottom line,” stated Joseph Walewicz, NeuPath’s CEO. “We expect continued operational improvements in 2023, which will improve our ability to execute on enhanced patient care and new growth opportunities.”
Q4 2022 Financial Results
Total revenue is comprised of clinic revenue and non-clinic revenue. Total revenue was $16.1 million for the three months ended December 31, 2022 compared to $15.6 million for the three months ended December 31, 2021. Total revenue was $62.7 million for the year ended December 31, 2022 compared to $60.9 million for the year ended December 31, 2021.
Clinic revenue is generated through the provision of medical services to patients. Clinic revenue was $15.0 million for the three months ended December 31, 2022 compared to $14.7 million for the comparative three-month period. Clinic revenue was $58.7 million for the year ended December 31, 2022 compared to $57.8 million for the year ended December 31, 2021. The increase in clinic revenue for the year ended December 31, 2022 was primarily due to the inclusion of HealthPointe Medical Centres Ltd.’s (“HealthPointe”) revenue for the full year, as HealthPointe was acquired in February 2021.
Non-clinic revenue is earned from physician staffing where NeuPath provides physicians for provincial and federal correctional institutions and hospital health departments across Canada, and from contract research services provided to pharmaceutical companies and clinical research organizations. This revenue fluctuates depending on the need for physicians in certain institutions and the timing and enrolment of clinical studies that the Company is working on. Non-clinic revenue was $1.1 million and $4.0 million for the three months and year ended December 31, 2022 compared to $0.9 million and $3.0 million for the three months and year ended December 31, 2021.
Gross margin %(1) was 17.5% for the three months ended December 31, 2022 compared to 17.9% for the three months ended December 31, 2021. Gross margin % was 17.3% for the year ended December 31, 2022 compared to 18.2% for the year ended December 31, 2021. The decrease in gross margin % for the current year was primarily driven by increased clinic staff and nurse wages and physician costs as a percentage of revenue. Gross margin for both the current and comparative year was impacted by remuneration payment accruals due to the HealthPointe acquisition and inflation impacting the Company’s supplies and materials costs. Additionally, gross margin for the comparative year was impacted by Restricted Share Unit (“RSU”) award accruals related to the HealthPointe physician vendors and Canada Emergency Wage Subsidy (“CEWS”). Excluding the transaction-related accruals and CEWS, gross margin % would have been 18.7% and 18.5% for the three months and year ended December 31, 2022, as compared to 18.0% and 20.0% for the three months and year ended December 31, 2021. (See Non-IFRS Financial Measures – Gross Margin below).
Adjusted EBITDA was $0.8 million and $2.3 million for the three months and year ended December 31, 2022 compared to $0.2 million and $2.5 million for the three months and year ended December 31, 2021.
(1) Non-International Financial Reporting Standard (“IFRS”) and Other Financial Measures defined by the Company below.
Non-IFRS Financial and Other Measures
The Company discloses non-IFRS measures (such as EBITDA, adjusted EBITDA, gross margin and adjusted gross margin) and non-IFRS ratios (such as gross margin % and adjusted gross margin %) that do not have standardized meanings prescribed by International Financial Reporting Standards (IFRS). The Company believes that shareholders, investment analysts and other readers find such measures helpful in understanding the Company’s financial performance. Non-IFRS financial measures and other measures do not have any standardized meaning prescribed by IFRS and may not have been calculated in the same way as similarly named financial measures presented by other reporting issuers and therefore unlikely to be comparable to similar measures presented by other companies. Furthermore, these non-IFRS measures and other measures should not be considered in isolation or as a substitute for measures of performance or cash flows as prepared in accordance with IFRS. These measures should be considered as supplemental in nature and not as a substitute for related financial information prepared in accordance with IFRS.
EBITDA and Adjusted EBITDA EBITDA refers to net income (loss) determined in accordance with IFRS, before depreciation and amortization, net interest expense (income) and income tax expense (recovery). The Company defines adjusted EBITDA, as EBITDA, excluding stock-based compensation expense, restructuring costs, gain on derecognition of other obligations, fair value adjustments, transaction costs, impairment charges, and finance income. Management believes EBITDA and adjusted EBITDA are useful supplemental non-GAAP measures to determine the Company’s ability to generate cash available for operations, working capital, capital expenditures, debt repayments, interest expense and income taxes.
The following table provides a reconciliation of net loss and comprehensive loss to EBITDA and adjusted EBITDA:
(1) For the year ended December 31, 2022, $750 of accrued contingent consideration that under IFRS 3, Business Combinations (“IFRS 3”) was not permitted to be included in the acquisition cost has been accounted for as remuneration rather than consideration transferred [December 31, 2021 – $750]. Transaction costs for the year ended December 31, 2021, also included professional fees related to the acquisition of HealthPointe Medical Centres Ltd.
Gross Margin, Gross Margin %, Adjusted Gross Margin and Adjusted Gross Margin % Management believes gross margin, gross margin %, adjusted gross margin and adjusted gross margin % are important supplemental non-GAAP measures for evaluating operating performance and to allow for operating performance comparability from period-to-period. Gross margin is calculated as total revenue minus cost of medical services (”COMS”). Gross margin % is calculated as gross margin divided by total revenue. Adjusted gross margin is calculated as gross margin, plus remuneration payment accruals related to the HealthPointe Medical Centres Ltd. (“HealthPointe”) acquisition, RSU award accruals related to the HealthPointe physician vendors, and CEWS payroll subsidies available under the COVID-19 Economic Response Plan that were included in COMS. Adjusted gross margin % is calculated as adjusted gross margin divided by total revenue.
The following table provides a reconciliation of total revenue to gross margin and adjusted gross margin:
(1) Gross margin, gross margin %, adjusted gross margin and adjusted gross margin % are non-IFRS measures. Please refer to Non-IFRS Financial Measures above. (2) Includes accrued contingent consideration that under IFRS 3 was not permitted to be included in the acquisition cost and has been accounted for as remuneration rather than consideration transferred, and RSU equity award accruals also related to the HealthPointe acquisition. (3) CEWS payroll subsidies available under the COVID-19 Economic Response Plan that were included in COMS.
For further details on the results, please refer to NeuPath’s Management, Discussion and Analysis and Consolidated Financial Statements for the three months and year ended December 31, 2022, which are available on the Company’s website (www.neupath.com) and under the Company’s profile on SEDAR (www.sedar.com).
About NeuPath
NeuPath operates a network of healthcare clinics and related businesses focused on improved access to care and outcomes for patients by leveraging best-in-class treatments and delivering patient-centered multidisciplinary care. We operate a network of medical clinics in Ontario and Alberta that provide comprehensive assessments and rehabilitation services to clients with chronic pain, musculoskeletal/back injuries, sports related injuries and concussions. In addition, NeuPath provides workplace health services and independent medical assessments to employers and disability insurers through a national network of healthcare providers, as well as contract research services to pharmaceutical and biotechnology companies. NeuPath is focused on enabling each individual we treat to live their best life.
Forward-Looking Statements
This news release contains forward-looking statements. All statements, other than statements of historical fact, that address activities, events or developments that the Company believes, expects or anticipates will or may occur in the future including, without limitation, the execution of the Company’s expansion strategy in 2023, are forward-looking statements. These forward-looking statements reflect the current expectations or beliefs of the Company based on information currently available to the Company. Forward-looking statements are subject to a number of risks and uncertainties that may cause the actual results of the Company to differ materially from those discussed in the forward-looking statements, and even if such actual results are realized or substantially realized, there can be no assurance that they will have the expected consequences to, or effects on, the Company. Factors that could cause actual results or events to differ materially from current expectations included in this news release include, among other things, the direct and indirect impacts that the COVID-19 pandemic may continue to have on the Company’s operations, adverse market conditions, risks associated with obtaining and maintaining the necessary governmental permits and licenses related to the business of the Company, increasing competition in the market and other risks generally inherent in the chronic pain, sports medicine, concussion and workplace health services markets. A comprehensive discussion of these and other risks and uncertainties can be found in the Company’s annual information form dated March 29, 2023 filed on SEDAR under the Company’s profile at www.sedar.com.
Any forward-looking statement speaks only as of the date on which it is made and, except as may be required by applicable securities laws, the Company disclaims any intent or obligation to update any forward-looking statement, whether as a result of new information, future events or results or otherwise. Although the Company believes that the assumptions underlying the forward-looking statements are reasonable, forward-looking statements are not guarantees of future performance and accordingly undue reliance should not be put on such statements due to their inherent uncertainty.
For more information, please contact:
Jeff Zygouras Chief Financial Officer [email protected] (905) 858-1368
NEITHER TSX VENTURE EXCHANGE NOR ITS REGULATION SERVICES PROVIDER (AS THAT TERM IS DEFINED IN THE POLICIES OF THE TSX VENTURE EXCHANGE) ACCEPTS THE RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF THIS RELEASE.
Reports continued growth in revenues for Q4 and 2022
Operational savings have improved adjusted EBITDA(1) and cash flows
Repaid $1.6 million in debt in 2022
Recent clinic openings to drive further momentum, continued focus on operational improvements to better serve our patients
Company to report Q4/2022 results on March 30th
TORONTO, ONTARIO, March 21, 2023 – NeuPath Health Inc. (TSXV:NPTH), (“NeuPath” or the “Company”), owner and operator of a network of clinics delivering category-leading chronic pain treatment, is pleased to provide an update with selected preliminary unaudited results for the fourth quarter of 2022 and the full year ended December 31, 2022. The Company plans to release its audited fiscal 2022 financial results before markets open on Thursday, March 30, 2023.
Preliminary unaudited financial results for the fourth quarter of 2022 demonstrated strong business performance, with fourth quarter revenues of more than $16 million and full-year revenues of more than $62 million. Fourth quarter adjusted EBITDA is expected to be approximately $0.8 million. In 2022, the Company has repaid more than $1.6 million on its debt facilities.
“Continued growth on the top line, combined with operational improvements, have improved our cash flow profile, which will allow us to better invest in our business in 2023 and beyond. Moreover, we are pleased that this momentum is carrying through into the first quarter of 2023, with our core clinic and non-clinic businesses showing continued growth in the first quarter,” said Joe Walewicz, CEO. “We look forward to providing a more detailed update to investors on March 30th.”
About NeuPath
NeuPath operates a network of healthcare clinics and related businesses focused on improved access to care and outcomes for patients by leveraging best-in-class treatments and delivering patient-centered multidisciplinary care. We operate a network of medical clinics in Ontario and Alberta that provide comprehensive assessments and rehabilitation services to clients with chronic pain, musculoskeletal/back injuries, sports related injuries and concussions. In addition, NeuPath provides workplace health services and independent medical assessments to employers and disability insurers through a national network of healthcare providers, as well as contract research services to pharmaceutical and biotechnology companies. NeuPath is focused on enabling each individual we treat to live their best life.
(1) Non-IFRS Financial and Other Measures
The Company discloses non-IFRS measures in this press release (EBITDA, adjusted EBITDA) that do not have standardized meanings prescribed by International Financial Reporting Standards (IFRS). The Company believes that shareholders, investment analysts and other readers find such measures helpful in understanding the Company’s financial performance. Non-IFRS financial measures may not be calculated in the same way as similarly named financial measures presented by other reporting issuers and therefore unlikely to be comparable to similar measures presented by other companies. Furthermore, these non-IFRS measures and other measures should not be considered in isolation or as a substitute for measures of performance or cash flows as prepared in accordance with IFRS. These measures should be considered as supplemental in nature and not as a substitute for related financial information prepared in accordance with IFRS.
EBITDA and Adjusted EBITDA
EBITDA refers to net income (loss) determined in accordance with IFRS, before depreciation and amortization, net interest expense (income) and income tax expense (recovery). [The Company defines adjusted EBITDA, as EBITDA, excluding stock-based compensation expense, restructuring costs, fair value adjustments, transaction costs, impairment charges and finance income. Management believes EBITDA and adjusted EBITDA are useful supplemental non-GAAP measures to determine the Company’s ability to generate cash available for operations, working capital, capital expenditures, debt repayments, interest expense and income taxes.
Forward-Looking Statements
This news release contains forward-looking statements. All statements, other than statements of historical fact, that address activities, events or developments that the Company believes, expects or anticipates will or may occur in the future including, without limitation, its financial results for year-ended 2022 and its business growth from preliminary results for the first quarter of 2023 are forward-looking statements. These forward-looking statements reflect the current expectations or beliefs of the Company based on information currently available to the Company. Forward-looking statements are subject to a number of risks and uncertainties that may cause the actual results of the Company to differ materially from those discussed in the forward-looking statements, and even if such actual results are realized or substantially realized, there can be no assurance that they will have the expected consequences to, or effects on, the Company. Factors that could cause actual results or events to differ materially from current expectations included in this news release include, among other things, the severity, duration and spread of the COVID-19 outbreak, as well as its direct and indirect impacts that the pandemic may have on the Company’s operations, adverse market conditions, risks associated with obtaining and maintaining the necessary governmental permits and licenses related to the business of the Company, increasing competition in the market and other risks generally inherent in the chronic pain, sports medicine, concussion and workplace health services markets. A comprehensive discussion of these and other risks and uncertainties can be found in the Company’s annual information form dated March 17, 2022 filed on SEDAR under the Company’s profile at www.sedar.com.
Any forward-looking statement speaks only as of the date on which it is made and, except as may be required by applicable securities laws, the Company disclaims any intent or obligation to update any forward-looking statement, whether as a result of new information, future events or results or otherwise. Although the Company believes that the assumptions underlying the forward-looking statements are reasonable, forward-looking statements are not guarantees of future performance and accordingly undue reliance should not be put on such statements due to their inherent uncertainty.
For more information, please contact:
Jeff Zygouras Chief Financial Officer [email protected] (905) 858-1368
NEITHER TSX VENTURE EXCHANGE NOR ITS REGULATION SERVICES PROVIDER (AS THAT TERM IS DEFINED IN THE POLICIES OF THE TSX VENTURE EXCHANGE) ACCEPTS THE RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF THIS RELEASE.
Received binding offer to purchase London medical facility, closing August 1, 2023
Two London clinics to be co-located in a newer facility to better serve our patients
Net proceeds will further reduce debt, eliminating mortgage on the medical facility
Annualized operating savings to be realized upon closing
Continued focus on operational improvements to better serve our patients
TORONTO, ONTARIO, March 15, 2023 – NeuPath Health Inc. (TSXV:NPTH), (“NeuPath” or the “Company”), owner and operator of a network of clinics delivering category-leading chronic pain treatment, today provided an update on its ongoing focus on operational and balance sheet improvements.
The Company has accepted a binding offer to purchase its corporate-owned medical facility in London, Ontario, with a closing date of August 1, 2023. As a result of this sale, the Company will pay off the mortgage secured by the medical facility and expects to receive net proceeds over and above the mortgage obligation and any fees of more than $0.5 million. The net proceeds from this sale will be invested in the construction of, and move to, our new more modern location, and for working capital and general corporate purposes.
“Simplifying our operations and improving our balance sheet has been a core focus for the organization, with the successful sale of our only corporate-owned medical facility as a key component of that strategy,” said Joe Walewicz, CEO. “Construction at the new location is nearly complete, and we look forward to welcoming our staff, patients and physician partners into this improved new facility.”
About NeuPath
NeuPath operates a network of healthcare clinics and related businesses focused on improved access to care and outcomes for patients by leveraging best-in-class treatments and delivering patient-centered multidisciplinary care. We operate a network of medical clinics in Ontario and Alberta that provide comprehensive assessments and rehabilitation services to clients with chronic pain, musculoskeletal/back injuries, sports related injuries and concussions. In addition, NeuPath provides workplace health services and independent medical assessments to employers and disability insurers through a national network of healthcare providers, as well as contract research services to pharmaceutical and biotechnology companies. NeuPath is focused on enabling each individual we treat to live their best life.
Forward-Looking Statements
This news release contains forward-looking statements. All statements, other than statements of historical fact, that address activities, events or developments that the Company believes, expects or anticipates will or may occur in the future including, without limitation, the execution of the Company’s expansion strategy in 2022 are forward-looking statements. These forward-looking statements reflect the current expectations or beliefs of the Company based on information currently available to the Company.
Forward-looking statements are subject to a number of risks and uncertainties that may cause the actual results of the Company to differ materially from those discussed in the forward-looking statements, and even if such actual results are realized or substantially realized, there can be no assurance that they will have the expected consequences to, or effects on, the Company. Factors that could cause actual results or events to differ materially from current expectations included in this news release include, among other things, the severity, duration and spread of the COVID-19 outbreak, as well as its direct and indirect impacts that the pandemic may have on the Company’s operations, adverse market conditions, risks associated with obtaining and maintaining the necessary governmental permits and licenses related to the business of the Company, increasing competition in the market and other risks generally inherent in the chronic pain, sports medicine, concussion and workplace health services markets. A comprehensive discussion of these and other risks and uncertainties can be found in the Company’s annual information form dated March 17, 2022 filed on SEDAR under the Company’s profile at www.sedar.com. Any forward-looking statement speaks only as of the date on which it is made and, except as may be required by applicable securities laws, the Company disclaims any intent or obligation to update any forward-looking statement, whether as a result of new information, future events or results or otherwise. Although the Company believes that the assumptions underlying the forward-looking statements are reasonable, forward-looking statements are not guarantees of future performance and accordingly undue reliance should not be put on such statements due to their inherent uncertainty.
For more information, please contact:
Jeff Zygouras [email protected] (905) 858-1368 NEITHER TSX VENTURE EXCHANGE NOR ITS REGULATION SERVICES PROVIDER (AS THAT TERM IS DEFINED IN THE POLICIES OF THE TSX VENTURE EXCHANGE) ACCEPTS THE RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF THIS RELEASE.
NeuPath is the largest provider of comprehensive pain management in Canada
As a private provider to the public healthcare system, NeuPath is well-positioned to assist the public sector and provide enhanced service to patients
Organic and acquisition opportunities are under review to accelerate growth
Our Q3 2022 restructuring is delivering improved performance
Joseph Walewicz appointed Chief Executive Officer
TORONTO, ONTARIO, March 9, 2023 – NeuPath Health Inc. (TSXV:NPTH), (“NeuPath” or the “Company”), owner and operator of a network of clinics delivering category-leading chronic pain treatment, today provided an open letter to shareholders from NeuPath’s CEO Joe Walewicz. The letter to shareholders is reproduced below.
Dear Fellow Shareholders,
One in four Canadians suffer from chronic pain. Many of you likely suffer from chronic pain, and likely all of you know someone who is suffering. Every day our team of more than 200 people, including more than 130 licensed healthcare professionals, seeks to alleviate the suffering by meeting our patients in the community across our 14 locations in Ontario and Alberta, supporting the public system with quality care and empowering people to live their best lives. While more help is needed, I am proud to say that our team managed more than 200,000 patient visits last year, alleviating the suffering of those in need. This is a powerful organization in its size and ability to impact lives, and we look forward to reaching more patients in more cities across Canada.
I joined the board of NeuPath in 2020, just as it became a publicly traded company. Not long after the listing was completed, we were all met with the challenges of the pandemic. Despite these challenges – and as an essential service provider – the NeuPath team delivered, making sure that we were able to continue to see patients and deliver quality care for those who desperately needed it. Also, like many other healthcare companies, we invested in technologies and tools in support of telemedicine and a remote or virtual working business model. As we came out of the pandemic, with rising costs and revenue shifts continuing to negatively impact results, the board of directors recognized the need for change and I stepped into the role of Chief Business Officer last summer to take a deeper look at the business of NeuPath as it was, and to help accelerate growth by looking at new opportunities. The team dove right in and made a number of changes to improve the business, with annualized cost savings of nearly $1 million per year announced in NeuPath’s fiscal third quarter of last year. At the end of the third quarter, I was appointed interim CEO, accepting the challenge – and the opportunity – to further advance and improve the business, so that our physicians, nurses and all of our staff can continue to deliver the highest quality care.
Over the past thirty years in healthcare, I recognize that healthcare is local, right down to the care team delivering their best care. Since taking on an executive role within the Company, I have spent considerable time in the clinics with our staff to understand their challenges, meet our teams and occasionally our patients. To date, the teams have been forthright in discussing the issues and opportunities we face, and with the team’s continued input, we are taking additional steps to improve the operations so that we can invest in better care, experiences and patient outcomes.
Operationally, our core existing businesses are performing well and we are seeing improvements, especially to EBITDA and cash flow, as a result of the restructuring in Q3 2022 and the opening of new clinics. Last year, we made significant investments in infrastructure to drive organic growth, which is now beginning to take effect. We opened our new jointly owned clinic in Red Deer (called HP@CAO) and we recently started seeing patients at our newly constructed and recently licensed Ottawa fluoroscopy suites. NeuPath’s fluoroscopy suite in Hamilton was recently approved to begin seeing patients and will ramp up those activities in the coming months. Additionally, we recently gained approval of our ketamine infusion protocol and that gives us another tool to help our patients with pain. These initiatives have expanded our image-guided capacity and our breadth of capabilities to treat those with pain, and we will continue to add to our tools and procedures available for our care teams and physicians to treat our patients in the best ways possible.
As part of our goal to make continuous improvements in our operations, we have a significant physical footprint across our locations and we are now looking at ways to improve our facilities, with more image-guided capabilities and tailor made to the size that will best meet our needs. In that vein, we recently made the decision to list our only corporate-owned property to reduce debt and free up capital. We have received strong interest from buyers, and we hope to provide an update in the near future.
Beyond our core operations, we continue to evaluate potential new services to offer our patients, and we continue to speak with other parties about expanding our footprint and capabilities. We have a number of ongoing conversations with other parties in the chronic pain, pain related, orthopedic and other sectors that we believe would be complementary to our service offerings in Ontario, Alberta and in other provinces. It is worth noting that Alberta, Ontario and other provinces are more explicitly trying to figure out new, regulated and officially sanctioned models of community care to relieve the pressure on an overly stressed healthcare system, and I believe that NeuPath is well suited to participate in the next phase of new healthcare delivery models in Canada.
Our growth – both organic and through acquisition – can be accelerated with financial flexibility, and on that front, we are discussing new, non-dilutive financings with major banks, and we would expect to provide a more detailed update in the near-term. We believe this new package will provide us the structure and flexibility to efficiently operate our business, as well as execute on new growth opportunities, should they advance to such a stage.
Challenges nevertheless remain, as the CRA has recently advised us that it intends to confirm its decision that we are required to collect HST on management services that the CRA asserts that we are providing to our physicians in our regulated healthcare facilities. Yesterday, we submitted new documentation to the CRA appeals branch refuting the CRA’s position. We strongly believe in our position and if successful, would result in significant cash being returned to NeuPath as it has already largely been funded.
Finally, I wish to announce that I have accepted the Board’s offer to be the permanent CEO, effective immediately. I am very excited by the opportunity ahead, and I am certain that our challenges can be overcome. I am particularly grateful to have such a dedicated staff and physician partners, and the entire team who works to deliver quality care to those in need. It is a worthy challenge and opportunity.
It is going to be an exciting year for NeuPath, and I thank you, our shareholders, for your support as we work through key challenges. We have much more to do to put the business into an even better footing, but the pieces are coming together and you have my commitment to drive improved performance for the benefit of all of our stakeholders. It is a worthy challenge and opportunity.
Sincerely,
JW
About NeuPath
NeuPath is a vertically integrated health care provider utilizing research, data-driven insights, technology, and interdisciplinary care to help restore function for patients impacted by chronic pain, spinal injuries, sport-related injuries, and concussions. With equity ownership in sixteen clinics in Ontario and Alberta, NeuPath is building out a large-scale network to better serve patients across Canada. NeuPath is focused on transforming the hope of a better life into the reality of a life more fully lived.
Forward-Looking Statements
This news release contains forward-looking statements. All statements, other than statements of historical fact, that address activities, events or developments that the Company believes, expects or anticipates will or may occur in the future including, without limitation, the execution of the Company’s expansion strategy in 2022 are forward-looking statements. These forward-looking statements reflect the current expectations or beliefs of the Company based on information currently available to the Company.
Forward-looking statements are subject to a number of risks and uncertainties that may cause the actual results of the Company to differ materially from those discussed in the forward-looking statements, and even if such actual results are realized or substantially realized, there can be no assurance that they will have the expected consequences to, or effects on, the Company. Factors that could cause actual results or events to differ materially from current expectations included in this news release include, among other things, the severity, duration and spread of the COVID-19 outbreak, as well as its direct and indirect impacts that the pandemic may have on the Company’s operations, adverse market conditions, risks associated with obtaining and maintaining the necessary governmental permits and licenses related to the business of the Company, increasing competition in the market and other risks generally inherent in the chronic pain, sports medicine, concussion and workplace health services markets. A comprehensive discussion of these and other risks and uncertainties can be found in the Company’s annual information form dated March 17, 2022 filed on SEDAR under the Company’s profile at www.sedar.com. Any forward-looking statement speaks only as of the date on which it is made and, except as may be required by applicable securities laws, the Company disclaims any intent or obligation to update any forward-looking statement, whether as a result of new information, future events or results or otherwise. Although the Company believes that the assumptions underlying the forward-looking statements are reasonable, forward-looking statements are not guarantees of future performance and accordingly undue reliance should not be put on such statements due to their inherent uncertainty.
For more information, please contact:
Jeff Zygouras [email protected] (905) 858-1368 NEITHER TSX VENTURE EXCHANGE NOR ITS REGULATION SERVICES PROVIDER (AS THAT TERM IS DEFINED IN THE POLICIES OF THE TSX VENTURE EXCHANGE) ACCEPTS THE RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF THIS RELEASE.
Delivered strong third quarter revenues of $15.2million including non-clinic revenues of $1.0million
Adjusted EBITDA(1) of $0.4 million, our 15th consecutive quarter of positive adjusted EBITDA
New fluoroscopy suite opened in Ottawa and new physicians added to the network
Committed to an accelerated growth strategy and evaluating multiple strategic expansion opportunities
TORONTO, ONTARIO, November 17, 2022 – NeuPath Health Inc. (TSXV:NPTH), (“NeuPath” or the “Company”), owner and operator of a network of clinics delivering category-leading chronic pain treatment, today announced its financial and operating results for the three and nine months ended September 30, 2022 and the grant of stock options (“Options”) and restricted share units (“RSUs”). All figures are in Canadian dollars, unless otherwise noted.
Financial and Operational Highlights
Delivered strong quarterly total revenue of $15.2 million, including quarterly non-clinic revenue of $1.0 million for the three months ended September 30, 2022 compared to $15.2 million and $0.8 million for the comparative three-month period;
For the nine months ended September 30, 2022, revenue grew by 3% to $46.6 million compared to $45.3 million for the comparative nine-month period;
Adjusted EBITDA was $0.4 million and $1.5 million for the three and nine months ended September 30, 2022 compared to $0.6 million and $2.4 million for the comparative three and nine-month periods;
In November 2022 opened a new fluoroscopy suite to patients in Ottawa, following the opening of two new fluoroscopy suites in July 2022, and with one more fluoroscopy suite scheduled to be opened in the near term, enabling the Company to better serve our patients and expand our service offerings;
Continued the implementation of the Company’s accelerated growth strategy, which included a restructuring of the Company’s corporate office in order to improve free cash flow.
“We are very pleased with our business progress this quarter, which lays the foundation for future success,” stated Joseph Walewicz, NeuPath’s interim CEO. “We are particularly pleased to have new physicians joining us, and the completion of our investments in Red Deer and Ottawa will enhance our ability to serve our patients. We expect that these successes, combined with our recent restructuring, will enhance our operating performance in 2023 and beyond.”
Q3 2022 Financial Results
Total revenue is comprised of clinic revenue and non-clinic revenue. Total revenue was $15.2 million and $46.6 million for the three and nine months ended September 30, 2022 compared to $15.2 million and $45.3 million for the three and nine months ended September 30, 2021. Clinic revenue was $14.3 million and $43.7 million for the three and nine months ended September 30, 2022 compared to $14.4 million and $43.1 million for the three and nine months ended September 30, 2021. For the three months ended September 30, 2022, clinic revenue was consistent with the comparative three-month period. The increase in clinic revenue for the nine months ended September 30, 2022 was primarily due to the inclusion of HealthPointe’s revenue for the entirety of the nine-month period, as HealthPointe was acquired in February 2021. Overall, capacity utilization was 61% and 62% in the three and nine months ended September 30, 2022 compared to 63% in the comparative three and nine-month periods. Non-clinic revenue was $1.0 million and $2.9 million for the three and nine months ended September 30, 2022 compared to $0.8 million and $2.1 million for the three and nine months ended September 30, 2021.
(1) Non-International Financial Reporting Standard (“IFRS”) and Other Financial Measures defined by the Company below.
Gross margin % was 16.4% and 17.2% for the three and nine months ended September 30, 2022 compared to 16.5% and 18.4% for the three and nine months ended September 30, 2021. Gross margin % for the three months ended September 30, 2022 was consistent with the comparative three-month period. The decrease in gross margin % for the nine months ended September 30, 2022 was primarily driven by increased clinic staff and nurse wages and physician costs as a percentage of revenue. Gross margin for both the current and comparative three and nine-month periods was impacted by remuneration payment accruals due to the HealthPointe acquisition. Additionally, gross margin for the comparative three and nine-month periods was impacted by Restricted Share Unit (“RSU”) award accruals related to the HealthPointe physician vendors and Canada Emergency Wage Subsidy (“CEWS”). Excluding these transaction-related accruals and CEWS, gross margin % would have been 17.6% and 18.4% for the three and nine months ended September 30, 2022 compared to 19.1% and 20.7% for the three and nine months ended September 30, 2021. Adjusted EBITDA was $0.4 million and $1.5 million for the three and nine months ended September 30, 2022 compared to $0.6 million and $2.4 million for the three and nine months ended September 30, 2021.
Issuance of Stock Options and Restricted Share Units
The Company has approved the grant of 1,337,500 Options to certain physician partners, employees and an officer of the Company, to be issued on November 22, 2022, at an exercise price equal to the closing price on the last trading day immediately preceding the grant date, and with an expiry date of November 22, 2029. The terms of the Options granted are in accordance with the Company’s Amended and Restated Stock Option Plan. The Options granted to an officer of the Company are subject to time-based vesting such that 1/3 vests immediately and the remaining Options will vest annually in equal instalments on each anniversary date from the date of grant for 4 years. The Options granted to certain physician partners and employees are also subject to time-based vesting and will vest annually in equal instalments on each anniversary date from the date of grant for 4 years. In addition, the Company approved the grant of 62,500 RSUs to an officer of the Company, to be issued on November 22, 2022, with an expiry date of November 22, 2026. The RSUs are subject to time-based vesting. One quarter of the RSUs granted will vest annually on each anniversary date from the date of grant for 4 years. The terms of the RSUs granted are in accordance with the Company’s Amended and Restated Restricted Share Unit Plan.
Non-IFRS Financial and Other Measures
The Company discloses non-IFRS measures (such as EBITDA, adjusted EBITDA, gross margin and adjusted gross margin) and non-IFRS ratios (such as gross margin % and adjusted gross margin %) that do not have standardized meanings prescribed by International Financial Reporting Standards (IFRS). The Company believes that shareholders, investment analysts and other readers find such measures helpful in understanding the Company’s financial performance. Non-IFRS financial measures and other measures do not have any standardized meaning prescribed by IFRS and may not have been calculated in the same way as similarly named financial measures presented by other reporting issuers and therefore unlikely to be comparable to similar measures presented by other companies. Furthermore, these non-IFRS measures and other measures should not be considered in isolation or as a substitute for measures of performance or cash flows as prepared in accordance with IFRS. These measures should be considered as supplemental in nature and not as a substitute for related financial information prepared in accordance with IFRS. EBITDA and Adjusted EBITDA EBITDA refers to net income (loss) determined in accordance with IFRS, before depreciation and amortization, net interest expense (income) and income tax expense (recovery). The Company defines adjusted EBITDA, as EBITDA, excluding stock-based compensation expense, restructuring costs, fair value adjustments, transaction costs, impairment charges and finance income. Management believes EBITDA and adjusted EBITDA are useful supplemental non-GAAP measures to determine the Company’s ability to generate cash available for operations, working capital, capital expenditures, debt repayments, interest expense and income taxes.
The following table provides a reconciliation of net loss and comprehensive loss to EBITDA and adjusted EBITDA: (1) For the three and nine months ended September 30, 2022, $187 and $563 of accrued contingent consideration that under IFRS 3, Business Combinations (“IFRS 3”) was not permitted to be included in the acquisition cost and has been accounted for as remuneration rather than consideration transferred [September 30, 2021 – $188 and $562]. Gross Margin, Gross Margin %, Adjusted Gross Margin and Adjusted Gross Margin % Management believes gross margin, gross margin %, adjusted gross margin and adjusted gross margin % are important supplemental non-GAAP measures for evaluating operating performance and to allow for operating performance comparability from period-to-period. Gross margin is calculated as total revenue minus cost of medical services. Gross margin % is calculated as gross margin divided by total revenue. Adjusted gross margin is calculated as gross margin, plus remuneration payment accruals related to the HealthPointe acquisition, RSU award accruals related to the HealthPointe physician vendors, and CEWS payroll subsidies available under the COVID-19 Economic Response Plan were included in cost of medical services. Adjusted gross margin % is calculated as adjusted gross margin divided by total revenue. The following table provides a reconciliation of total revenue to gross margin and adjusted gross margin:
Gross Margin, Gross Margin %, Adjusted Gross Margin and Adjusted Gross Margin % Management believes gross margin, gross margin %, adjusted gross margin and adjusted gross margin % are important supplemental non-GAAP measures for evaluating operating performance and to allow for operating performance comparability from period-to-period. Gross margin is calculated as total revenue minus cost of medical services. Gross margin % is calculated as gross margin divided by total revenue. Adjusted gross margin is calculated as gross margin, plus remuneration payment accruals related to the HealthPointe acquisition, RSU award accruals related to the HealthPointe physician vendors, and CEWS payroll subsidies available under the COVID-19 Economic Response Plan were included in cost of medical services. Adjusted gross margin % is calculated as adjusted gross margin divided by total revenue. The following table provides a reconciliation of total revenue to gross margin and adjusted gross margin:
About NeuPath
NeuPath is a vertically integrated health care provider utilizing research, data-driven insights, technology, and interdisciplinary care to help restore function for patients impacted by chronic pain, spinal injuries, sport-related injuries, and concussions. With equity ownership in sixteen clinics in Ontario and Alberta, NeuPath is building out a large-scale network to better serve patients across Canada. NeuPath is focused on transforming the hope of a better life into the reality of a life more fully lived.
Forward-Looking Statements
This news release contains forward-looking statements. All statements, other than statements of historical fact, that address activities, events or developments that the Company believes, expects or anticipates will or may occur in the future including, without limitation, the execution of the Company’s expansion strategy in 2022 are forward-looking statements. These forward-looking statements reflect the current expectations or beliefs of the Company based on information currently available to the Company.
Forward-looking statements are subject to a number of risks and uncertainties that may cause the actual results of the Company to differ materially from those discussed in the forward-looking statements, and even if such actual results are realized or substantially realized, there can be no assurance that they will have the expected consequences to, or effects on, the Company. Factors that could cause actual results or events to differ materially from current expectations included in this news release include, among other things, the severity, duration and spread of the COVID-19 outbreak, as well as its direct and indirect impacts that the pandemic may have on the Company’s operations, adverse market conditions, risks associated with obtaining and maintaining the necessary governmental permits and licenses related to the business of the Company, increasing competition in the market and other risks generally inherent in the chronic pain, sports medicine, concussion and workplace health services markets. A comprehensive discussion of these and other risks and uncertainties can be found in the Company’s annual information form dated March 17, 2022 filed on SEDAR under the Company’s profile at www.sedar.com. Any forward-looking statement speaks only as of the date on which it is made and, except as may be required by applicable securities laws, the Company disclaims any intent or obligation to update any forward-looking statement, whether as a result of new information, future events or results or otherwise. Although the Company believes that the assumptions underlying the forward-looking statements are reasonable, forward-looking statements are not guarantees of future performance and accordingly undue reliance should not be put on such statements due to their inherent uncertainty.
For more information, please contact:
Jeff Zygouras [email protected] (905) 858-1368 NEITHER TSX VENTURE EXCHANGE NOR ITS REGULATION SERVICES PROVIDER (AS THAT TERM IS DEFINED IN THE POLICIES OF THE TSX VENTURE EXCHANGE) ACCEPTS THE RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF THIS RELEASE.
TORONTO, ONTARIO, October 19, 2022 – NeuPath Health Inc. (TSXV:NPTH), (“NeuPath” or the “Company”), owner and operator of a network of clinics delivering category-leading chronic pain treatment, today announced updates to the Company’s Board of Directors that will continue to support the Company’s leadership team in executing the strategic growth plan.
Effective today, Daniel Chicoine has accepted the role of Chair of the Company’s Board of Directors, replacing Dianne Carmichael who stepped away for health reasons on September 30, 2022. In addition to the new responsibilities, Mr. Chicoine – as an independent director – will continue to serve as Chair of the Audit Committee and member of the Compensation, Nomination and Corporate Governance Committee.
In addition to Mr. Chicoine’s appointment to Chair of the Board of Directors today, Grishanth Ram resigned from the Board of Directors and all roles with the Company effective today. Mr. Ram is a co-founder of InMedic Creative Medicine, which was acquired by the Company in 2018. Mr. Ram joined the NeuPath Board of Directors in June 2020, when the Company became a reporting issuer.
Joe Walewicz, Interim CEO, commented, “Our Board of Directors remains focused, and is actively involved in supporting our growth plans that provide value to our patients and the physicians and teams who serve them. I am thrilled that someone of Dan’s standing, experience, background, and knowledge will lead our Board and provide valuable guidance to our executive leadership team. I have known and collaborated with Dan for many years and look forward to a continued strong and productive relationship.”
Jolyon Burton, Director, added, “I am grateful for the contributions, growth and friendship that Grishanth provided to me and to NeuPath over the years. He cares deeply about the success of the Company and, on behalf of the Board, we thank him for his service and wish him well in his future endeavours.”
Background information on Daniel Chicoine:
Mr. Chicoine is currently the Chairman of Crescita Therapeutics Inc. (TSX:CTX ) and a Director on the Board of Directors of Miravo Healthcare (TSX:MRV)(formerly Nuvo Pharmaceuticals). Mr. Chicoine served as Nuvo’s Chairman and Co-CEO and was actively involved in its day-to-day operations from 2004 to 2016 when Crescita became a reporting issuer following the reorganization of Nuvo Research into two separate publicly traded entities, Crescita and Nuvo Pharmaceuticals Inc. Prior to 2004, Mr. Chicoine held various senior executive positions at the Magna International group of companies, including President and Chief Executive Officer and Chief Financial Officer, and was the President of PowerCart Systems Inc., a Markham-based private company that designs and manufactures battery-equipped workstations that power devices with wireless communication capability. Mr. Chicoine is a graduate of the University of Toronto in commerce and is a Chartered Professional Accountant.
About NeuPath
NeuPath is a vertically integrated health care provider utilizing research, data-driven insights, technology, and interdisciplinary care to help restore function for patients impacted by chronic pain, spinal injuries, sport-related injuries, and concussions. With equity ownership in sixteen clinics in Ontario and Alberta, NeuPath is building out a large-scale network to better serve patients across Canada. NeuPath is focused on transforming the hope of a better life into the reality of a life more fully lived.
Forward-Looking Statements
This news release contains forward-looking statements. All statements, other than statements of historical fact, that address activities, events or developments that the Company believes, expects or anticipates will or may occur in the future including, without limitation, the execution of the Company’s expansion strategy in 2022 are forward-looking statements. These forward-looking statements reflect the current expectations or beliefs of the Company based on information currently available to the Company.
Forward-looking statements are subject to a number of risks and uncertainties that may cause the actual results of the Company to differ materially from those discussed in the forward-looking statements, and even if such actual results are realized or substantially realized, there can be no assurance that they will have the expected consequences to, or effects on, the Company. Factors that could cause actual results or events to differ materially from current expectations included in this news release include, among other things, the severity, duration and spread of the COVID-19 outbreak, as well as its direct and indirect impacts that the pandemic may have on the Company’s operations, adverse market conditions, risks associated with obtaining and maintaining the necessary governmental permits and licenses related to the business of the Company, increasing competition in the market and other risks generally inherent in the chronic pain, sports medicine, concussion and workplace health services markets. A comprehensive discussion of these and other risks and uncertainties can be found in the Company’s annual information form dated March 17, 2022 filed on SEDAR under the Company’s profile at www.sedar.com. Any forward-looking statement speaks only as of the date on which it is made and, except as may be required by applicable securities laws, the Company disclaims any intent or obligation to update any forward-looking statement, whether as a result of new information, future events or results or otherwise. Although the Company believes that the assumptions underlying the forward-looking statements are reasonable, forward-looking statements are not guarantees of future performance and accordingly undue reliance should not be put on such statements due to their inherent uncertainty.
For more information, please contact:
Jeff Zygouras [email protected] (905) 858-1368 NEITHER TSX VENTURE EXCHANGE NOR ITS REGULATION SERVICES PROVIDER (AS THAT TERM IS DEFINED IN THE POLICIES OF THE TSX VENTURE EXCHANGE) ACCEPTS THE RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF THIS RELEASE.
About NeuPath