NANO-X IMAGING LTD

Good day and thank you. Welcome to the Nanox Imaging Second Quarter 2022 Earnings Call. At this time, all participants are on a listen-only mode. After the speaker, there will be a question and answer session. To ask a question during the session, you will need to press star 11 on your telephone. Please be advised that today's conference is being recorded. I would now like to hand the conference over to your speaker today, Mike Cavanaugh, Managing Director of Investor Relations. Please go ahead.

Good morning and thank you for joining us today. Earlier today, Nanox Imaging Limited released its financial results for the quarter-ended June 30, 2022. The release is currently available in the investor section of the company's website. Eris Meltzer, Chief Executive Officer, and Ron Daniel, Chief Financial Officer, will host this morning's call. Before we get started, I would like to remind everyone that management will be making statements during this call that include forward-looking statements regarding the company's financial results, research and development, manufacturing and commercialization activities, regulatory process operations, and other matters. These statements are subject to risks, uncertainties, and assumptions that are based on management's current expectations as of today and may not be updated in the future. Therefore, these statements should not be relied upon as representing the company's views as of any subsequent date. Factors that may cause such a difference include, but are not limited to, those described in the company's filings with the Securities and Exchange Commission. We will also refer to certain non-GAAP financial measures to provide additional information to investors. A reconciliation of the non-GAAP to GAAP measures is provided with our press release with the primary differences being goodwill impairment, change in obligation in connection of a merger and acquisitions, stock-based compensation, amortization of intangible assets and class action litigation, and SEC inquiry-related expenses. I'd now like to turn the call over to Eris Meltzer.

Thank you, Mike, and thank you all for joining us on the call today. As always, we appreciate your continued support of Nano-X. As in our last call, I will give an overview of our recent achievements and share our outlook on the coming months before turning the call over to Rand Daniel, our Chief Financial Officer, to review our financial results. We will then open the call up to questions. We've continued to make progress during the past quarter to advance the Nano-ARC system towards commercialization, and we continue to proceed full force ahead to make headway in the FBA clearance process. On the call today, I will discuss the advances we have made since our last earnings call by breaking my comments into three distinct segments, regulatory, commercialization, and finally, AI and teleradiology. I will discuss what we have done in each of these segments and how we have moved closer to our goal of system deployment at scale. Before I do that, I'll touch on our financial results at a high level, but we'll leave most of the details to Rand's commentary later in the call. NanoX generated top-line revenue of $2.2 million in the second quarter of 2022, compared to $1.8 million in Q1 2022. As in the previous quarter, all revenue was generated by NanoX Tellurideology Services Business Unit and by NanoX AI, our deep learning machine analytics company. As most of you know, these business units began generating revenue since their acquisitions in November 2021. and it's gratifying to see our teleradiology services growing quarter over quarter. These revenues, while relatively small at this time, are important for two reasons. First, they help us to improve our cash flow and its management, and second, we believe they demonstrate that customers and other stakeholders, such as hospitals and integrated health systems, value these services, which in turn strength our belief that these applications and services will add value within our multisource system when integrated with our proprietary imaging technology. I'm happy to report that during the second quarter of 2022, we signed 14 new client agreements for teleradiology services. Our clients in the teleradiology segment include hospitals, outpatient imaging centers, urgent cares, multispecialty physicians group, research facility, and mental health facilities. We continue to see accelerated revenue growth in our teleradiology services, driven by new client additions, as well as organic growth from existing clients. The AI solution business continued to gain traction both in the U.S. and abroad. For example, Lennox had their first go-live at five Northwell health outpatient centers on July 26th. followed by South Shore Hospital on August 8th. Additional hospitals and outpatient sites throughout the system are anticipated to go live through the remainder of August and into September. In addition, we previously reported a large strategic agreement with one of the leading IDNs in the Northwest of the US to use our AI population health solution. We can now share that this customer is Spectrum Health. an integrated healthcare network based in Michigan with 15 hospitals and health facilities. I'd now like to discuss our progress on the regulatory front. Beyond the beneficial revenue streams I just mentioned, we made further progress in our efforts to gain FDA clearance for the Nano-XARC multisource system. Recently, we received feedback from the FDA on our Q submission supplement that we previously submitted to the agency. The feedback we have received has been valuable, and it's helping us to optimize our 510 submission. Subsequently, we are now preparing our 510 submission to the FDA for our multisource NONUX ARC, which we expect will have the full power levels and indications that we believe will result in a successful deployment of the Nano-X Arc. In parallel, we are preparing for global deployment of our multi-source Nano-X Arc, according to local regulations and subject to requisite approval in each market. Without any regulatory efforts to obtain the CE mark for Nano-X Arc, we have submitted all necessary documentation to begin the process for CE marking. We look forward to providing additional updates as this process advances. Moving on to commercialization. We have continued to progress our commercialization of the multi-source Nano-X Arc in several areas. I'm happy to announce that we have taken steps to advance deployment of the multi-source Nano-X Arc in Nigeria. In April, we sent a preliminary deployment team to be on the ground there and are preparing to send our first commercial unit for demonstration and training purposes. Our shipment plan to Nigeria is progressing hand-in-hand with the local regulation process. I also have the pleasure to announce another new agreement that we have signed recently with a distributor in Ghana, under which we agreed to deploy 350 units subject to local regulatory requirements, which brings our total contracted units to 6,850 worldwide. This is a great milestone for the company, and we are pushing forward on the development and the deployable system to fulfill these orders. We believe that once we begin to deploy the multisource NanoXARC in Nigeria and other early adoption area, health systems, hospitals, and distributors will see the service that the NanoXARC provides. and that we will then begin to fulfill the backlog of orders we have built up. In addition, we have an agreement in place with a non-governmental organization, BioVentures for Global Health, known as BVGH, for developing and implementing a medical imaging training initiative in Nigeria. BVGH is a Seattle-based nonprofit organization that strategically develops and manage programs across the for-profit and nonprofit sectors to accelerate research and development for poverty-related diseases, build biomedical R&D capacity in low- and middle-income countries, and improve cancer patient care in Africa. Some new collaboration and developments. I'd also like to take a minute to announce another milestone on the path to commercialization that we are excited about. We are in the process of establishing a technology development center based in Israel to develop the chips and the tubes that will need for the nonics art in the years to come. This center will be complement our facilities in Korea and Japan. To close my remark, I want to thank the Nanooks team for all their hard work and progress achieved in this quarter. But most of all, I want to thank all our investors for their continued support for our mission to democratize healthcare by making imaging affordable and available anywhere in the world. We look forward to reporting more progress on our next earnings call. With that, I would like to turn the call over to Rand Daniel, Chief Financial Officer to review our financial results.

Thank you, Eric. First, I'm delighted to announce that we were added to the Russell 2000 and the Russell 3000 indices effective after the U.S. market opened on June 27th as part of the 2022 Russell Indices Annual Reconstitution. This is a great development for our company. As for our financial results, We reported a gap net loss for the second quarter of 2022 of $19.6 million, compared to a net loss of $13.6 million in the second quarter of 2021, largely due to expenses related to the acquisition of the Nanos Market Platform in November 2021, the consolidation of Nanos AI and USRAS with the company since the fourth quarter of 2021, an increase in our research and development expenses goodwill impairment and increase in our general and administrative expenses, which was mitigated by a decrease in our sales and marketing expenses and a decrease in our obligation in connection of mergers and acquisitions. Our revenues for the second quarter of 2022 were 2.2 million dollars and gross loss was 1.8 million dollars. Revenue from teleradiology services for the period was 2.1 million dollars. with a gross profit of $0.1 million on a GAAP basis and a gross profit of $0.9 million on a non-GAAP basis, which represents a gross profit margin of approximately 43% on a non-GAAP basis. Revenue from licensing of AI solutions for the period was $0.1 million with a gross loss of $2.1 million on a GAAP basis and $0.1 million on a non-GAAP basis. Research and development expenses for the second quarter of 2022 were $6.5 million compared to $4.3 million for the comparable period in 2021. The increase in our research and development expenses was mainly due to consolidation of NanoX AI with the company since November 2021, increasing our service compensation and the balance due to the development of the multi-source NanoXAR system and the NanoX cloud. Sales and marketing expenses for the second quarter of 2022 were $1.1 million compared to $1.8 million for the comparable period in 2021. The decrease was mainly due to a decrease of $0.6 million in our share price compensation. General and administrative expenses for the second quarter of 2022 were $11.1 million compared to $7.4 million for the comparable period in 2021. The increase of $3.7 million was mainly due to the acquisitions of the Nanox Market Platform in November 2021, the consolidation of Nanox AI in U.S. RAS with the company since the fourth quarter of 2021, an increase in the company's ad count and the overall organization infrastructure, and an increase in the company's legal fees due to the U.S. Securities Exchange Commission inquiry and the class action litigation as described in the company's form 20F for the year ended December 31st, 2021 filed on May the 2nd, 2020. Changing obligation in connection of merger and acquisitions for the second quarter of 2022 was $2.6 million compared to none for the second quarter of 2021. The increase was mainly due to the change in the company's contingent and our stability. Goodwill impairment for the three months ended June 30th, 2022 was $14.3 million due to the goodwill impairment in connection to the acquisition of NanoX AI. Our non-GAAP net loss for the second quarter of 2022 was $8.2 million compared to a non-GAAP net loss of $8.6 million for the same period in 2021. A reconciliation between GAAP net loss and non-GAAP net loss for the second quarter of 2022 and 2021 is provided in the financial results that are part of the press release we issued this morning. The difference between GAAP and non-GAAP net loss is mainly due to goodwill impairment, changing obligation connection of merger and acquisition, amortization of intangible assets, share-based compensation expenses, legal fees in connection with the class action litigation and the SEC inquiry, and the secondary offering expenses. Turning to our balance sheet, as of June 30, 2022, we had cash, cash equivalents, and marketable securities of approximately $126.7 million. We ended the quarter with a property and equipment net of $42.9 million, compared to $37.4 million as of December 31st, 2021. The net increase of $5.5 million during the first half of 2022 is mainly due to the completion of the construction of the company's fabrication facility in South Korea and the purchase of machinery and equipment. As of June 30th, 2022, we had intangible assets of $106 and $40.5 million as compared to $160.1 million as of December 31st, 2021. The decrease is mainly due to the periodic amortizations of intangible assets and impairment of the goodwill. As of June 30th, 2022, the company had approximately 52.2 million shares outstanding compared to 51.8 million shares outstanding as of December 31st, 2021. The increase was mainly due to the exercise of 122, 927 warrants and the exercise of 141 and 67 options. the company generated approximately $0.5 million in gross proceeds from the exercise of such options and warrants. In addition, during the first half of 2022, the company issued 89, 286 shares to the former equity holders of Nanex AI due to the achievement of a milestone pursuant to the terms of the agreement and plan of merger dated August 9th, 2021. as amended among the company Nanox.ai and Farillion Ltd. as a representative of Nanox.ai equity holders. With that, I will hand the call back over to Eric.

Thank you, Ron, for the financial update, and once again, thank you all for joining us today. I feel very good about Nanox's results in the second quarter as CEO, but all of us recognize there is more to do. We hope to provide additional updates in the coming weeks and months. I would also like to share with you all that the NANUPS management team will have a non-deal roadshow with investors in late September. If you would like to schedule a meeting, please contact our investor relations partners at ICR. With that, I'd like now to open the call for questions. Operator, please begin the Q&A session.

Thank you. you will need to press star 11 on your telephone. Please stand by while we compile the Q&A roster. Our first question comes from Jeff Cohen with Lattenberg. Your line is now open.

Hi, Aries and Ran. How are you?

Great.

And yourself? Just fine. A couple questions from Aaron. So, Could you talk about the technology center you're planning on opening in Israel and the capabilities that you anticipate there versus the current and anticipated capabilities in the facilities in Korea and Japan?

First of all, it's going to be very similar, but we're going to strengthen the fact that we are willing to base our future on further advanced technologies. Right now we have both centers in Japan and in Korea for the chips and the tubes. We thought that it would be appropriate that the core technology and knowledge will be developed very close to where we do the R&D, the product design, the roadmaps, our future products, et cetera. and that Korea will be kind of more of manufacturing and supply for the chips and further development that will be on the engineering side.

Okay, got it. Could you talk about arc manufacturing and number of arcs which have been manufactured and maybe anticipated number of arcs manufactured by the end of the year? and then tie that into your anticipated timeline at the FDA as far as your 5-10-day.

Okay. So, first of all, we are accelerating the production as mentioned. Obviously, we're not disconnected from the reality of what's going on in the market in terms of the supply chain, in terms of the various components which are part of the uh of the this assembly so we have actually uh uh part of the systems will be uh will be pushed to 2023 uh to uh hopefully the for the beginning and um and this is with respect to the production we are uh even before the end of the year we are going to uh go even to the next step to further explore the discussion with the mass production, and I mean beyond the 1,000 units in one or two locations which are not in Israel. We mentioned that the first 1,000 units will be assembled in Israel, and we hope that either Q4 or Q1 next year, we will have the the arrangement for the assembly of all the systems following after the first 1,000 units. With respect to the question that you asked about the FDA, first of all, I was very happy with the meeting that was held last week, which was actually the last, not the last, but the last meeting before the final preparation for this submission. I would say that the feedback that we received from the FDA was very helpful and meaningful for us. So as we say, we are in the final preparation for the formal submission, and it's going to be aligned with our path moving forward. Right now, I would say that the idea to go to the pre-sub and to the Q submission and to take the advantage for I would say about eight, almost eight months dialogue, continuous dialogue with the FDA and proved itself to be the right decision. And I think that all the feedback that we got and the cooperation that we had with the FDA and we continue to have with the FDA will make it much easier for us to do it.

Got it. And then finally, talk about Ghana as far as manufacturing and delivering ARC units. How many would you expect to be delivered there in the coming quarter or two?

Right now, I would say that we explained in the past that basically not all the countries that we're working in require the FDA regulation. We mentioned Nigeria, one of them, and Ghana will be another one. We have another two that are not really related to the, to the submission of the, to the formal approval of the FDA. Ghana has a special process that we are going through. They gave us indications, but I wouldn't actually, until I see it in my eyes, I wouldn't actually commit to, we hope to, we hope to have the, the approval to send the systems during the fourth quarter. And I would say the starting next year, it will be probably more system that will be sent. Overall, the agreement is for 350 units. Got it.

And then one quick question for Ran. Would you expect any goodwill impairment on the back half of the year? for Q3 or Q4?

As we say in the PR, it really depends on the market parameters, like the interest rate, if there will be an increase or there will be any change in other capital market parameters. So we may have to do an impairment again. We have to test it at least. And it also depends on our internal management system.

Okay, perfect. That does it for us. Thanks for taking the questions.

Thank you, Jeff.

Thank you, Jessica.

Thank you. Our next question comes from the line of Suraj Khalia with Oppenheimer. Your line is now open.

Good morning, Erez, Ron. Can you hear me all right?

Loud and clear.

Perfect. Perfect. Hope everyone is safe and healthy. Hey, so Eris, just following up on NANOC's ARC, the multi-source submission, was a full power level ever in doubt? Maybe I'm misreading from your comments, you know, on the feedback from the FDA. If I remember correctly, last quarter, I think, so you all had mentioned that, you know, from 40 to 120 kVp it would cover the entire gamut. So maybe if you could kindly shed some additional light on your specific comments of the full power level feedback.

First of all, I hope that I understand the question, but it has never been a doubt.

Okay, fair enough. So, Ron, when are you at, or can you give us a timeframe as to when the multi-source 510k will actually be filed and when you are expecting clearance?

As you already know, I'm actually, I can say or indicate or willing to commit only things which are 100% sure that there will be on the time that I'm actually committing. Right now, I think that I gave enough background and information about the timeline. We are in the final preparation to the submission, and it will be done shortly. And I think that this is, I would say, positively saying. The feedback that we got from the FDA gave us the advantage to add a few things in the submission that will be done in the next few weeks that will be added to the system. So I hope that this submission will be done shortly. And once it's submitted, I'm sure that you'll know about it.

So you will file more than likely in Q4?

You said so. Basically, I'm always trying to do things earlier on all level and all fronts.

Erez, the CE mark, generally speaking, companies have voiced a lot of concern. Just the MDR process has become very cumbersome. CE process has overall become very cumbersome and Maybe I missed it in your prepared remarks on the updated timelines for CE-MARC for NanoX ARC Multisource?

First of all, we have already submitted all the necessary documentation for the registration with the notified body. We have selected the notified body. We gave them all the information. You know, when I was young, I learned that that you have to do whatever you can when you can control things. You have to be patient when you cannot, but you hope that you will have the wisdom to differentiate between them. This is basically right for the C and for the FDA. We can control what we are doing, okay? We cannot control, we are not managing the C or the FDA, and we hope that the fact that they have a lot of overload in their systems and processes will not hurt us and will give us the privilege that the preparations that we have done during the last few months will give the results sooner rather than later.

Got it. There is two final questions. In terms of Ghana, What old validation testing has been done before you'll start shipping these units? And the last question from my side areas is, the 6850 units that you reference in terms of contractual amounts, if memory serves me right, a substantial portion of these are more than three year old contracts. I remember seeing these in 2019. maybe if you could just talk to us about whether they are still valid or have there been any amendments, any additional colors, they would be greatly appreciated. Gentlemen, thank you for taking my questions.

Okay, so first of all, I'm not sure about the first question about the validation. What exactly are you referring to with respect to the systems that we checked? The answer is The answer is yes, so I would say positive to the second question. With respect to the clearance in the region, are you referring to what kind of validation in terms of technology or in terms of regulation in Ghana?

No, Eris, what I meant was, you know, before you launch any product commercially, you have to go through a slew of testing, performance testing, characterizing. Yeah, yeah, of course.

Yeah, yeah. The answer is basically yes. Not basically. The answer is yes. Okay. Thank you.

Thank you. Our next question comes from the line of Raul Rocket with LifeSite Capital. Your line is now open.

Hey guys, thanks for taking the questions. So you mentioned that there are two other countries that don't necessarily require FDA clearance for deployment. Maybe you have to talk about where you are in conversations and those geographies and provide any indication on timing there.

The answer is no, because since we have not announced it to the public, as soon as we are going to announce to the public, we'll actually share. My preference would be that that only when we sign agreements, we let the market know that they were signed. In the past, you know that in the 20F, there are a few countries which do not necessarily need the FDA.

Right, right. Okay, that makes sense. And then, you know, Really excited to hear about, you know, some of these AI agreements that you guys announced. Maybe could you help us think about, you know, the broader revenue potential there? These are obviously big health systems. You know, what is integration like? What does integration look like there? And ultimately, what is the broader revenue opportunity?

So first of all, with respect to the integration, I think we mentioned this in the script in the 6K. that these are, we have already implemented in a few and installed the system over there. And we are, and there is a timeline right now in the next few months, I think the last one is going to be October or November, I think. November? November will be the last one that we're going to install the system in all the hospitals that that this specifically Northwell gave us as part of the plan. In terms of IBM in general, our business model is basically that it can go, and this is, by the way, unlike what used to be in the past and in the old, what used to be Zebra Medical. Right now, it's everywhere between a few hundred thousand dollars to a few million dollars in scale.

Got it. Okay. No, I appreciate that. And then, you know, just based on, you know, a lot of the Q&A so far, it sounds like the conversations with the FDA have been very fruitful. You know, I know you don't want to lock in on a specific timing for the submission, but maybe can you help us understand, you know, what the impact of these conversations and the Q submission has had on the actual timing of the decision? you know, once you do submit the 5K filing, you know, how long do you expect it to take to actually obtain FDA clearance from there?

So basically, you know, the one thing I would say, ideally, in a reasonable, logical market and timeline, I would say the Q submission would be probably and was, for us at least, very helpful in the process to accelerate the process. But right now, we know that the FDA, based on the dialogue, we know that since we are working with them and cooperate with them, we know the overload that they have. And I hope that it will not, that it will give us the, I would say, the benefit or the I wouldn't say the privilege, but I would say the benefit of the process that we have done to make it sooner rather than later, and that's what I would mention. Overall, I think the process has had a positive impact on the process, and I hope it will be the same on the clearance process.

Got it. Makes sense. Appreciate it.

Thank you. That's all the time we have for questions today. I'd now like to turn the call back over to Aris Meltzer for closing remarks.

So... Sorry.

So once again, I'd like to thank you all for being part of this call today. We'll see you shortly, for those of you who are in the US, sometimes in September, at the end of September. And we're always, with the ICR, willing to address any question that may come from investors or from any audience that questions that are related to what we're doing and what we were doing so far. Thank you so much and for the day.

This concludes today's conference call. Thank you for participating. You may now disconnect. The conference will begin shortly. To raise your hand during Q&A, you can dial star 11.