Neuronetics 10Q 2021 Q2 Quarterly report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2021

☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from _______ to _______

Commission File Number: 001-38546

NEURONETICS, INC.

(Exact name of registrant as specified in its charter)


Delaware	33-1051425
(State or other jurisdiction of	(I.R.S. Employer Identification No.)
incorporation or organization)

3222 Phoenixville Pike, Malvern, PA	19355
(Address of principal executive offices)	(Zip Code)
(610) 640-4202
(Registrant’s telephone number, including area code)

Not applicable.

(Former name, former address and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol (s)	Name on each exchange on which registered
Common Stock ($0.01 par value)	STIM	The Nasdaq Global Market

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		Emerging growth company	☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

There were 26,318,346 shares of the registrant’s common stock outstanding as of July 28, 2021.

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NEURONETICS, INC.

Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2021

Table of Contents


		Page
PART I – FINANCIAL INFORMATION

Item 1.	Financial Statements.	3
	Balance Sheets as of June 30, 2021 and December 31, 2020	3
	Statements of Operations for the Three and Six Months ended June 30, 2021 and 2020	4
	Statements of Changes in Stockholders’ Equity for the Three and Six Months ended June 30, 2021 and 2020	5
	Statements of Cash Flows for the Six Months ended June 30, 2021 and 2020	6
	Notes to Interim Financial Statements	7
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations.	20
Item 3.	Quantitative and Qualitative Disclosures About Market Risk.	35
Item 4.	Controls and Procedures.	35
PART II – OTHER INFORMATION
Item 1.	Legal Proceedings.	36
Item 1A.	Risk Factors.	36
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds.	36
Item 3.	Defaults Upon Senior Securities.	36
Item 4.	Mine Safety Disclosures.	36
Item 5.	Other Information.	36
Item 6.	Exhibits.	37
	SIGNATURES	38

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PART I - FINANCIAL INFORMATION

Item 1. Financial Statements.

NEURONETICS, INC.

Balance Sheets

(Unaudited; In thousands, except per share data)


	June 30,		December 31,
	2021		2020
Assets
Current assets:
Cash and cash equivalents	$	115,783	$	48,957
Accounts receivable, net		9,002		7,166
Inventory		5,393		3,720
Current portion of net investments in sales-type leases		2,034		1,887
Current portion of prepaid commission expense		1,219		1,096
Prepaid expenses and other current assets		1,447		2,186
Total current assets		134,878		65,012
Property and equipment, net		708		730
Operating lease right-of-use assets		3,228		3,418
Net investments in sales-type leases		1,854		2,331
Prepaid commission expense		5,454		5,300
Other assets		1,976		1,866
Total Assets	$	148,098	$	78,657
Liabilities and Stockholders’ Equity
Current liabilities:
Accounts payable	$	2,425	$	3,749
Accrued expenses		6,604		7,319
Deferred revenue		1,937		2,020
Current portion of operating lease liabilities		612		594
Current portion of long-term debt, net		—		—
Total current liabilities		11,578		13,682
Long-term debt, net		34,944		34,620
Deferred revenue		1,488		1,741
Operating lease liabilities		2,922		3,121
Total Liabilities		50,932		53,164
Commitments and contingencies (Note 16)		—		—
Stockholders’ Equity:
Preferred stock, $0.01 par value: 10,000 shares authorized; 0 shares issued or
outstanding at June 30, 2021 and December 31, 2020		—		—
Common stock, $0.01 par value: 200,000 shares authorized; 26,167 and 19,114
shares issued and outstanding at June 30, 2021 and December 31, 2020, respectively		262		191
Additional paid-in capital		389,850		302,842
Accumulated deficit		(292,946)		(277,540)
Total Stockholders' Equity		97,166		25,493
Total Liabilities and Stockholders’ Equity	$	148,098	$	78,657

The accompanying notes are an integral part of these unaudited interim financial statements.

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NEURONETICS, INC.

Statements of Operations

(Unaudited; In thousands, except per share data)


	Three Months Ended				Six Months Ended
	June 30,				June 30,
	2021		2020		2021		2020
Revenues	$	14,203	$	9,741	$	26,491	$	21,217
Cost of revenues		2,750		2,323		4,971		5,134
Gross Profit		11,453		7,418		21,520		16,083
Operating expenses:
Sales and marketing		9,042		8,151		17,604		18,874
General and administrative		6,681		4,010		12,785		9,298
Research and development		2,294		2,116		4,604		5,137
Total operating expenses		18,017		14,277		34,993		33,309
Loss from Operations		(6,564)		(6,859)		(13,473)		(17,226)
Other (income) expense:
Interest expense		977		986		1,962		2,509
Loss on extinguishment of debt		—		—		—		924
Other income, net		(16)		(80)		(29)		(281)
Net Loss	$	(7,525)	$	(7,765)	$	(15,406)	$	(20,378)
Net loss per share of common stock outstanding, basic and diluted	$	(0.29)	$	(0.41)	$	(0.63)	$	(1.09)
Weighted-average common shares outstanding, basic and diluted		25,903		18,747		24,608		18,714

The accompanying notes are an integral part of these unaudited interim financial statements.

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NEURONETICS, INC.

Statements of Changes in Stockholders’ Equity

(Unaudited; In thousands)


				Additional				Total
	Common Stock			Paid-in		Accumulated		Stockholders’
	Shares	Amount		Capital		Deficit		Equity
Balance at December 31, 2019	18,645	$	186	$	297,753	$	(250,087)	$	47,852
Share-based awards and options exercises	81		1		75		—		76
Share-based compensation expense	—		—		1,196		—		1,196
Net loss	—		—		—		(12,613)		(12,613)
Balance at March 31, 2020	18,726	$	187	$	299,024	$	(262,700)	$	36,511
Share-based awards and options exercises	83		1		47		—		48
Share-based compensation expense	—		—		646		—		646
Net loss	—		—		—		(7,765)		(7,765)
Balance at June 30, 2020	18,809	$	188	$	299,717	$	(270,465)	$	29,440

Balance at December 31, 2020	19,114	$	191	$	302,842	$	(277,540)	$	25,493
Share-based awards and options exercises	1,076		11		1,581		—		1,592
Issuance of common stock, net of issuance costs of $401	5,566		56		80,515		—		80,571
Share-based compensation expense	—		—		2,196		—		2,196
Net loss	—		—		—		(7,881)		(7,881)
Balance at March 31, 2021	25,756	$	258	$	387,134	$	(285,421)	$	101,971
Share-based awards and options exercises	411		4		707		—		711
Share-based compensation expense	—		—		2,009		—		2,009
Net loss	—		—		—		(7,525)		(7,525)
Balance at June 30, 2021	26,167	$	262	$	389,850	$	(292,946)	$	97,166

The accompanying notes are an integral part of these unaudited interim financial statements.

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NEURONETICS, INC.

Statements of Cash Flows

(Unaudited; In thousands)


	Six Months Ended June 30,
	2021		2020
Cash Flows from Operating Activities:
Net loss	$	(15,406)	$	(20,378)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization		552		534
Share-based compensation		4,205		1,842
Non-cash interest expense		324		944
Cost of rental units purchased by customers		137		122
Loss on extinguishment of debt		—		622
Changes in certain assets and liabilities:
Accounts receivable, net		(1,835)		(66)
Inventory		(1,673)		(557)
Net investments in sales-type leases		330		(777)
Leasehold reimbursement		—		836
Prepaid commission expense		(278)		(723)
Prepaid expenses and other assets		1,120		356
Accounts payable		(1,365)		(2,408)
Accrued expenses		(715)		(3,492)
Deferred revenue		(336)		14
Net Cash Used in Operating Activities		(14,940)		(23,131)

Cash Flows from Investing Activities:
Purchases of property and equipment and capitalized software		(1,108)		(484)
Net Cash Used in Investing Activities		(1,108)		(484)

Cash Flows from Financing Activities:
Proceeds from issuance of long-term debt		—		41,360
Repayment of long-term debt		—		(38,860)
Payments of debt issuance costs		—		(721)
Proceeds from exercises of stock options		2,303		124
Proceeds from the issuance of common stock		80,972		—
Payments of common stock offering issuance costs		(401)		—
Net Cash Provided by Financing Activities		82,874		1,903
Net Increase (Decrease) in Cash and Cash Equivalents		66,826		(21,711)
Cash and Cash Equivalents, Beginning of Period		48,957		75,708
Cash and Cash Equivalents, End of Period	$	115,783	$	53,997
Supplemental disclosure of cash flow information:
Cash paid for interest	$	1,638	$	2,227
Supplemental disclosure of non-cash investing and financing activities:
Purchases of property and equipment and capitalized software in accounts payable and accrued expenses	$	41	$	80

The accompanying notes are an integral part of these unaudited interim financial statements.

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NEURONETICS, INC.

Notes to Interim Financial Statements

(Unaudited)

1. DESCRIPTION OF BUSINESS

Neuronetics, Inc., or the Company, is a commercial stage medical technology company focused on designing, developing and marketing products that improve the quality of life for patients who suffer from psychiatric disorders. The Company’s first commercial product, the NeuroStar Advanced Therapy System, is a non-invasive and non-systemic office-based treatment that uses transcranial magnetic stimulation, or TMS, to create a pulsed, MRI-strength magnetic field that induces electrical currents designed to stimulate specific areas of the brain associated with mood. The system was cleared in 2008 by the United States Food and Drug Administration, or the FDA, to treat adult patients with major depressive disorder, or MDD, who have failed to achieve satisfactory improvement from prior antidepressant medication in the current episode. NeuroStar Advanced Therapy is also available in other parts of the world, including Japan, where it is listed under Japan’s national health insurance. The Company intends to continue to pursue development of its NeuroStar Advanced Therapy System for additional indications.

COVID-19

The Company is continuing to monitor the impact of the COVID-19 pandemic on all aspects of its business and geographies, including how it will continue to impact the Company’s customers, supply chain, employees and other business partners. While the Company began to experience significant disruptions in March 2020 through the end of June 30, 2021 from the COVID-19 pandemic, it is unable to predict the full impact that the pandemic may have on its financial condition, results of operations and cash flows due to numerous uncertainties. These uncertainties include the scope, severity and duration of the pandemic, the actions taken to contain the pandemic or mitigate its impact and the direct and indirect economic effects of the pandemic and containment measures, among others. The pandemic has significantly adversely impacted global economic activity and has contributed to significant volatility and negative pressure in financial markets, and may contribute to periods of economic uncertainty in the future.

The Company applied for and received a $6.4 million loan in April 2020 under the Paycheck Protection Program (the “PPP”) established by the Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”) on March 27, 2020. Due to questions concerning the eligibility of public companies similarly situated to the Company, on May 7, 2020, the Company repaid the loan in full, including interest accrued to date.

Liquidity

As of June 30, 2021, the Company had cash and cash equivalents of $115.8 million and an accumulated deficit of $292.9 million. The Company incurred negative cash flows from operating activities of $14.9 million for the six months ended June 30, 2021 and $28.4 million for the year ended December 31, 2020. The Company has incurred operating losses since its inception, and management anticipates that its operating losses will continue in the near term as the Company continues to invest in sales, marketing and product development activities. The Company’s primary sources of capital to date have been proceeds from its IPO, private placements of its convertible preferred securities, borrowings under its credit facilities, proceeds from its secondary public offering of common stock, revenues from sales of its products and other public offerings of the Company’s common stock. As of June 30, 2021, the Company had $35.0 million of borrowings outstanding under its credit facility, which has a final maturity in February 2025. Management believes that the Company’s cash and cash equivalents as of June 30, 2021, and anticipated revenues from sales of its products are sufficient to fund the Company’s operations for at least the next 12 months from the issuance of these financial statements.

2. BASIS OF PRESENTATION

The accompanying financial statements have been prepared in accordance with United States generally accepted accounting principles, or GAAP. Any reference in these notes to applicable guidance is meant to

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NEURONETICS, INC.

Notes to Interim Financial Statements

(Unaudited)

refer to GAAP as found in the Accounting Standards Codification, or ASC, and Accounting Standards Updates, or ASUs, promulgated by the Financial Accounting Standards Board, or FASB.

Interim Financial Statements

The accompanying unaudited interim financial statements have been prepared from the books and records of the Company in accordance with GAAP for interim financial information and Rule 10-01 of Regulation S-X promulgated by the United States Securities and Exchange Commission, or SEC, which permit reduced disclosures for interim periods. All adjustments, consisting only of normal recurring adjustments, necessary for a fair presentation of the accompanying balance sheets and statements of operations and stockholders’ deficit and cash flows have been made. Although these interim financial statements do not include all of the information and footnotes required for complete annual financial statements, management believes the disclosures are adequate to make the information presented not misleading. Unaudited interim results of operations and cash flows for the three and six months ended June 30, 2021 are not necessarily indicative of the results that may be expected for the full year. Unaudited interim financial statements and footnotes should be read in conjunction with the audited financial statements and footnotes included in the Company’s Form 10-K filed with the SEC on March 2, 2021, wherein a more complete discussion of significant accounting policies and certain other information can be found.

Use of Estimates

The preparation of financial statements in accordance with GAAP and the rules and regulations of the SEC requires the use of estimates and assumptions, based on judgments considered reasonable, which affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The Company bases its estimates and assumptions on historical experience, known trends and events and various other factors that management believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Although management believes its estimates and assumptions are reasonable when made, they are based upon information available at the time they are made. Management evaluates the estimates and assumptions on an ongoing basis and, if necessary, makes adjustments. Due to the risks and uncertainties involved in the Company’s business and evolving market conditions, including those related to the COVID-19 pandemic, and given the subjective element of the estimates and assumptions made, actual results may differ materially from estimated results.

3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The Company’s complete summary of significant accounting policies can be found in “Note 3. Summary of Significant Accounting Policies” in the audited financial statements included in the Company’s Form 10-K filed with the SEC on March 2, 2021.

4. RECENT ACCOUNTING PRONOUNCEMENTS

New Accounting Standards Not Yet Adopted by the Company

In June 2016, the FASB issued ASU 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (“Topic 326”). This ASU provides guidance for recognizing credit losses on financial instruments based on an estimate of current expected credit losses model. The FASB subsequently issued ASU 2019-04, to clarify and address certain items related to the amendments in Topic 326.

ASU 2019-05, Financial Instruments - Credit Losses (Topic 326): Targeted Transition Relief, was issued to provide entities that have certain instruments within the scope of ASC 326 with an option to irrevocably elect

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NEURONETICS, INC.

Notes to Interim Financial Statements

(Unaudited)

the fair value option under ASC 825-10, Financial Instruments - Overall, applied on an instrument-by-instrument basis for eligible instruments. ASU 2019-10, Topic 326, Topic 815, and Topic 842 amends the mandatory effective date for Topic 326.

These ASUs are effective for fiscal years beginning after December 15, 2022 for entities that are eligible to be defined by the SEC as a smaller reporting company. The Company is a smaller reporting company. Although the impact upon adoption will depend on the financial instruments held by the Company at that time, the Company does not anticipate a significant impact on its financial statements based on the instruments currently held and its historical trend of bad debt expense relating to trade accounts receivable.

Other than the items noted above, there have been no new accounting pronouncements not yet effective or adopted in the current year that we believe have a significant impact, or potential significant impact, to our unaudited interim financial statements.

5. FAIR VALUE MEASUREMENT AND FINANCIAL INSTRUMENTS

The carrying values of cash equivalents, accounts receivable, prepaids and other current assets, and accounts payable on the Company’s balance sheets approximated their fair values as of June 30, 2021 and December 31, 2020 due to their short-term nature. The carrying values of the Company’s credit facility approximated its fair value as of June 30, 2021 and December 31, 2020 due to its variable interest rate.

Certain of the Company’s financial instruments are measured at fair value using a three-level hierarchy that prioritizes the inputs used to measure fair value. This hierarchy maximizes the use of observable inputs and minimizes the use of unobservable inputs. The three levels of inputs used to measure fair value are as follows:

Level 1:

Inputs are quoted prices for identical instruments in active markets.

Level 2:

Inputs are quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; or model-derived valuations whose inputs are observable or whose significant value drivers are observable.

Level 3:

Inputs are unobservable and reflect the Company’s own assumptions, based on the best information available, including the Company’s own data.

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NEURONETICS, INC.

Notes to Interim Financial Statements

(Unaudited)

The following tables set forth the carrying amounts and fair values of the Company’s financial instruments as of June 30, 2021 and December 31, 2020 (in thousands):

June 30, 2021

Fair Value Measurement Based on

Quoted

Significant

Prices In

other

Significant

Active

Observable

Unobservable

Carrying

Markets

Inputs

Amount

Fair Value

(Level 1)

(Level 2)

(Level 3)

Assets

Money market funds (cash equivalents)

114,626

—

December 31, 2020

Fair Value Measurement Based on

Quoted

Significant

Prices In

other

Significant

Active

Observable

Unobservable

Carrying

Markets

Inputs

Amount

Fair Value

(Level 1)

(Level 2)

(Level 3)

Assets

Money market funds (cash equivalents)

47,117

—

6. ACCOUNTS RECEIVABLE

The following table presents the composition of accounts receivable, net as of June 30, 2021 and December 31, 2020 (in thousands):


	June 30,		December 31,
	2021		2020
Gross accounts receivable - trade	$	9,926	$	8,178
Less: Allowances for doubtful accounts		(924)		(1,012)
Accounts receivable, net	$	9,002	$	7,166

7. PROPERTY AND EQUIPMENT AND CAPITALIZED SOFTWARE

The following table presents the composition of property and equipment, net as of June 30, 2021 and December 31, 2020 (in thousands):


	June 30,		December 31,
	2021		2020
Laboratory equipment	$	184	$	150
Office equipment		497		487
Computer equipment and software		1,541		1,360
Manufacturing equipment		327		273
Leasehold improvements		459		459
Rental equipment		131		405
Property and equipment, gross		3,139		3,134
Less: Accumulated depreciation		(2,431)		(2,404)
Property and equipment, net	$	708	$	730

As of June 30, 2021 and December 31, 2020, the Company had capitalized software costs, net of $1.6 million and $1.2 million, respectively, which are included in “Prepaid expenses and other current assets” and “Other assets” on the balance sheet.

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NEURONETICS, INC.

Notes to Interim Financial Statements

(Unaudited)

Depreciation and amortization expense was $0.3 million and $0.2 million for the three months ended June 30, 2021 and 2020, respectively, and $0.6 million and $0.5 million for the six months ended June 30, 2021 and 2020, respectively.

8. LEASES

Lessee:

The Company has operating leases for its corporate headquarters and office equipment, including copiers. The Company leases an approximately 32,000 square foot facility in Malvern, Pennsylvania for its corporate headquarters, which includes office and warehouse space. The Company does not currently have any finance leases or executed leases that have not yet commenced.

Operating lease rent expense was $0.1 million and $0.2 million for the three months ended June 30, 2021 and 2020, respectively, and $0.3 million for the six months ended June 30, 2021 and 2020, respectively. As of June 30, 2021, the weighted-average remaining lease term of operating leases was 6.6 years and the weighted-average discount rate was 6.5%.

In the first quarter of 2020, the Company received a reimbursement of $0.8 million for leasehold expenses previously incurred in connection with the lease agreement for its Malvern facility. The reimbursement was recorded as an offset to the non-current lease liability that was established when the lease agreement was executed.

The following table presents the supplemental cash flow information as a lessee related to leases (in thousands):


	Six Months Ended
	June 30, 2021		June 30, 2020
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases	$	392	$	394

The following table sets forth by year the required future payments of operating lease liabilities (in thousands):


	June 30, 2021
Remainder of 2021	$	313
2022		639
2023		636
2024		646
2025		660
Thereafter		1,487
Total lease payments		4,381
Less imputed interest		(847)
Present value of operating lease liabilities	$	3,534

Lessor sales-type leases:

Certain customers have purchased NeuroStar Advanced Therapy Systems on a rent-to-own basis. The lease term is three or four years with a customer option to purchase the NeuroStar Advanced Therapy System at the end of the lease or automatic transfer of ownership of the NeuroStar Advanced Therapy System at the end of the lease.

The following table sets forth the profit recognized on sales-type leases (in thousands):

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NEURONETICS, INC.

Notes to Interim Financial Statements

(Unaudited)


	Three Months Ended June 30,				Six Months Ended June 30,
	2021		2020		2021		2020
Profit recognized at commencement, net	$	148	$	474	$	281	$	726
Interest income		—		—		—		—
Total sales-type lease income	$	148	$	474	$	281	$	726

The following table sets forth a maturity analysis of the undiscounted lease receivables related to sales-type leases (in thousands):


	June 30,
	2021
Remainder of 2021	$	1,176
2022		1,804
2023		729
2024		140
2025		39
Total sales-type lease receivables	$	3,888

As of June 30, 2021, the carrying amount of the lease receivables is $3.9 million. The Company does not have any unguaranteed residual assets.

Lessor operating leases:

NeuroStar Advanced Therapy Systems sold on a rent-to-own basis prior to January 1, 2019 are accounted for as operating leases. For the three months ended June 30, 2021 and 2020, the Company recognized operating lease income of $0.1 million and $0.1 million, respectively. For the six months ended June 30, 2021 and 2020, the Company recognized operating lease income of $0.2 million and $0.2 million, respectively.

The following table sets forth a maturity analysis of its undiscounted lease receivables related to operating leases as of June 30, 2021 (in thousands):


	June 30,
	2021
Remainder of 2021	$	18
Total lease receivables	$	18

The Company maintained Rental Equipment, net of $0.1 million and $0.2 million as of June 30, 2021 and December 31, 2020, respectively, which are included in “Property and equipment, net” on the balance sheet. Rental equipment depreciation expense was $0.01 million and $0.02 million for the three months ended June 30, 2021 and 2020, respectively, and $0.02 million and $0.05 million for the six months ended June 30, 2021 and 2020.

9. PREPAID COMMISSION EXPENSE

The Company pays a commission on both NeuroStar Advanced System sales and Treatment Session sales. Since the commission paid for System sales is not commensurate with the commission paid for Treatment Sessions, the Company capitalizes commission expense associated with NeuroStar Advanced Therapy System sales commissions paid that is incremental to specifically anticipated future Treatment Session orders. In developing this estimate, the Company considered its historical Treatment Session sales and customer retention rates, as well as technology development life cycles and other industry factors. These costs are periodically reviewed for impairment.

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NEURONETICS, INC.

Notes to Interim Financial Statements

(Unaudited)

NeuroStar Advanced Therapy System commissions are deferred and amortized on a straight-line basis over a seven year period equal to the average customer term, which the Company deems to be the expected period of benefit for these costs.

On the Company’s balance sheets, the current portion of capitalized contract costs is represented by the current portion of prepaid commission expense, while the long-term portion is included in prepaid commission expense. Amortization expense was $0.3 million and $0.2 million for the three months ended June 30, 2021 and 2020, respectively, and $0.6 million and $0.4 million for the six months ended June 30, 2021 and 2020, respectively.

10. ACCRUED EXPENSES

The following table presents the composition of accrued expenses as of June 30, 2021 and December 31, 2020 (in thousands):


	June 30,		December 31,
	2021		2020
Compensation and related benefits	$	3,707	$	5,023
Consulting and professional fees		525		292
Research and development expenses		539		138
Sales and marketing expenses		344		73
Warranty		381		536
Sales and other taxes payable		680		726
Other		428		531
Accrued expenses	$	6,604	$	7,319

11. DEFERRED REVENUE

Payment terms typically require payment upon shipment or installation of the System and additional payments as access codes for Treatment Sessions are delivered, which can span several years after the System is first delivered and installed. The timing of revenue recognition compared to billings and cash collections typically results in accounts receivable. However, sometimes customer advances and deposits might be required for certain customers and are recorded as deferred revenue. For multi-year agreements, the Company generally invoices customers annually at the beginning of each annual coverage period and recognizes revenue over the term of the coverage period.

As of June 30, 2021, the Company expects to recognize approximately the following percentages of deferred revenue by year:


	Revenue
Year:	Recognition
Remainder of 2021	38	%
2022	23	%
2023	17	%
2024	17	%
2025	5	%
Thereafter	—	%
Total	100	%

Revenue recognized for the three and six months ended June 30, 2021 that was included in the contract liability balance at the beginning of the year was $0.3 million and $1.5 million, respectively, and primarily represented revenue earned from separately priced extended warranties, rent-to-own revenue, milestone revenue, and clinical training.

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NEURONETICS, INC.

Notes to Interim Financial Statements

(Unaudited)

Customers

For the three months ended June 30, 2021 and 2020, 1 customer accounted for more than 10% of the Company’s revenues, respectively. For the six months ended June 30, 2021 and 2020, 1 customer accounted for more than 10% of the Company’s revenues, respectively.

12. DEBT

The following table presents the composition of debt as of June 30, 2021 and December 31, 2020 (in thousands):


	June 30,		December 31,
	2021		2020
Outstanding principal	$	35,000	$	35,000
Accrued final payment fees		1,925		1,925
Less debt discounts		(1,981)		(2,305)
Total debt, net		34,944		34,620
Less current portion		—		—
Long-term debt, net	$	34,944	$	34,620

For the three months ended June 30, 2021, the Company recognized interest expense of $1.0 million, of which $0.8 million was cash and $0.2 million was non-cash interest expense related to the amortization of deferred debt issuance costs and accrual of final payment fees. For the three months ended June 30, 2020, the Company recognized interest expense of $1.0 million, of which $0.8 million was cash paid for interest during the period and $0.2 million was non-cash interest expense related to the amortization of deferred debt issuance costs and accrual of final payment fees.

For the six months ended June 30, 2021, the Company recognized interest expense of $2.0 million, of which $1.7 million was cash and $0.3 million was non-cash interest expense related to the amortization of deferred debt issuance costs and accrual of final payment fees. For the six months ended June 30, 2020, the Company recognized interest expense of $2.5 million, of which $2.2 million was cash paid for interest during the period and $0.3 million was non-cash interest expense related to the amortization of deferred debt issuance costs and accrual of final payment fees.

Solar Credit Facility

On March 2, 2020, the “Company entered into a loan and security agreement with Solar Capital Ltd., or Solar, as collateral agent, and other lenders defined in the agreement, for a credit facility, or the Solar Facility, that replaced the Company’s previous $35.0 million credit facility with Oxford Finance LLC, or Oxford, and such facility, the Oxford Facility.

The Solar Facility permits the Company to borrow up to an aggregate amount of $50.0 million in 2 tranches of term loans, a “Term A Loan” and “Term B Loan.” On March 2, 2020, the Company borrowed an aggregate amount of $35.0 million, which was the aggregate amount available under the Term A Loan portion of the Solar Facility. The Term A Loan portion of the Solar Facility matures, and all amounts borrowed thereunder are due, on February 28, 2025. Under the Term B Loan portion of the Solar Facility, the Company is permitted to borrow, at its election, up to an aggregate amount of $15.0 million, (i) upon the Company achieving a specified amount of trailing twelve months net product revenue, and (ii) assuming there has been no event of default under the Solar Facility prior to such election. Once the net product revenue condition has been satisfied, the Company may only make an election to borrow under the Term B Loan portion of the Solar Facility until the earlier of (a) December 15, 2021, (b) 30 days following achievement of the net product revenue condition or (c) the occurrence of an event of default.

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NEURONETICS, INC.

Notes to Interim Financial Statements

(Unaudited)

Each of the Term A Loan and Term B Loan accrue interest from the date of borrowing through the date of repayment at a floating per annum rate of interest, which resets monthly and is equal to 7.65% plus the greater of (a) 1.66% or (b) the rate per annum rate published by the Intercontinental Exchange Benchmark Administration Ltd. The Term A Loan and the Term B Loan both include an interest-only period through March 1, 2022, after which time the Company will be required to make monthly payments of principal and interest. Monthly principal payments are to be paid in equal amounts on a pro rata basis to lenders. At the Company’s election, the interest only period may be extended through February 2023 if the Company satisfies a minimum net product revenue covenant through March 1, 2022 and 0 event of default shall have occurred.

In addition to the principal and interest payments due under the Solar Facility, the Company is required to pay a final payment fee to Solar due upon the earlier of prepayment, acceleration or the maturity date of the Term A Loan or Term B Loan portion of the Solar Facility equal to 5.50% of the principal amount of the term loans actually funded. The Company is accruing the final payment fees using the effective interest rate, with a charge to non-cash interest expense, over the term of borrowing. If the Company prepays either the of the Term A Loan or Term B Loan prior to their respective scheduled maturities, the Company will also be required to pay prepayment fees to Solar equal to 3% of the principal amount of such term loan then-prepaid if prepaid on or before the first anniversary of funding, 2% of the principal amount of such term loan then-prepaid if prepaid after the first anniversary and on or before the second anniversary of funding, or 1% of the principal amount of such term loan then-prepaid if prepaid after the second anniversary of funding of the principal amounts borrowed.

The Company is also required to pay Solar an exit fee upon the occurrence, prior to March 2, 2030, of (a) any liquidation, dissolution or winding up of the Company, (b) transaction that results in a person obtaining control over the Company, (c) the Company achieving $100 million in trailing twelve month net product revenue or (d) the Company achieving $125 million in trailing twelve month net product revenue. The exit fee for liquidation, dissolution, winding up or change of control of the Company is equal to 4.50% of the principal amount of the term loans actually funded. The exit fee for achieving either $100 million or $125 million in trailing twelve-month net product revenue is equal to 2.25% of the principal amount of the term loans actually funded or, if both net product revenue milestones are achieved, 4.50% of the principal amount of the term loans actually funded. The exit fee is capped at 4.50% of the principal amount of the term loans actually funded.

On December 8, 2020, the Company, Solar Capital Ltd., and our other lenders defined in the Solar Facility, executed an amendment to the Solar Facility (the “Solar Amendment”). The Solar Amendment divides the aggregate Term B Loan borrowing amount of $15.0 million allowable upon our achievement of specific trailing twelve-month net product revenue targets into 3 separate $5.0 million tranches (“Amended Term B Loan”, “Term C Loan” and “Term D Loan”). The three tranches are available through June 20, 2021, December 20, 2021, and June 20, 2022, respectively, based on the achievement of agreed upon trailing twelve-month net product revenue targets for each tranche.

The Solar Amendment also reduces the trailing twelve-month net product revenue requirement for the Amended Term B Loan portion of the facility. Subject to certain conditions, the Company has the ability to extend the interest-only period on the initial Term A Loan to 36 months from 24 months upon achieving the revenue targets associated with the Amended Term B Loan. As of June 30, 2021, the Company is in compliance with the required minimum net product revenue covenant and anticipates electing to extend the interest-only period through March 1, 2023 for the Term A Loan, subject to continuing to meet the required conditions through and as of March 1, 2022. The Company is projected to be in compliance with the required covenant. The Company was required to pay an amendment fee of $0.1 million to Solar, which has been recognized as a deferred debt issuance cost as of December 31, 2020 that will be amortized to interest expense using the effective interest method.

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NEURONETICS, INC.

Notes to Interim Financial Statements

(Unaudited)

The Company’s obligations under the Solar Facility are secured by a first priority security interest in substantially all of its assets, including its intellectual property. The loan and security agreement requires the Company to comply with certain financial covenants as well as customary affirmative and negative covenants.

The Solar Facility contains events of default, including, without limitation, events of default upon: (i) failure to make payment pursuant to the terms of the agreement; (ii) violation of covenants; (iii) material adverse changes to the Company’s business; (iv) attachment or levy on the Company’s assets or judicial restraint on its business; (v) insolvency; (vi) material cross-defaults; (vii) significant judgments, orders or decrees for payments by the Company not covered by insurance; (viii) incorrectness of representations and warranties; (ix) incurrence of subordinated debt; (x) a termination or breach of a guaranty; (xi) revocation of governmental approvals necessary for the Company to conduct its business; and (xii) failure by the Company to maintain a valid and perfected lien on the collateral securing the borrowing. The Solar Facility includes subjective acceleration clauses which permit the lenders to accelerate the maturity date under certain circumstances, including, but not limited to, material adverse effects on a Company’s financial status or otherwise.

The Solar Facility includes a financial covenant requiring the attainment of a minimum trailing net revenue amount beginning on December 31, 2020. The Company and lenders executed the Solar Amendment in December 2020 that reduced the minimum trailing net revenue covenant requirement amounts beginning on December 31, 2020 to allow the Company to maintain compliance with the covenant as of December 31, 2020. As of June 30, 2021, the Company is in compliance with the financial covenant and is projected to be in compliance with the reduced minimum revenue covenant amounts going forward.

As of June 30, 2021, the Company is in compliance with all covenants in the Solar Facility.

Oxford Credit Facility

Prior to March 2020, the Company had a $35.0 million credit facility in place with Oxford, which it entered into in March 2017 and that allowed it to borrow up to $35.0 million in three tranches of term loans: a Term A Loan in the amount of $25 million, which was drawn immediately upon closing in March 2017, a Term B Loan in the amount of $5.0 million, which was drawn down in December 2017, and a Term C Loan in the amount of $5.0 million which was never drawn down. Each term loan accrued interest from the date of borrowing through the date of repayment at a floating per annum rate of interest, which reset monthly and was equal to the greater of (a) 8.15% or (b) the 30 day U.S. LIBOR on the last business day of the month plus 7.38%. This facility featured an interest-only period on all tranches through March 2019.

In addition to principal and interest payments due under the $35.0 million Oxford credit facility, the Company was required to make final payment fees to Oxford upon the earlier of prepayment or maturity and equal to 8.5% and 7.5% of the principal amounts of the Term A and Term B Loans, respectively. The Company accrued final payment fees using the effective interest rate, with a charge to non-cash interest expense, over the term of borrowing and until its entry into the Solar credit facility in March 2020, at which time the Company paid Oxford $2.5 million in satisfaction of all final payment fee liabilities due under the Oxford credit facility.

The Company evaluated whether the Solar Facility entered into in March 2020 represented a debt modification or extinguishment in accordance with ASC 470-50, Debt—Modifications and Extinguishments and determined that the existing debt was extinguished as a result of the full repayment of the existing facility and concurrent issuance of a new credit facility with a new lender. The unamortized balance of the Company’s combined debt discount and deferred issuance costs of $0.6 million related to the Oxford facility were accounted for as a loss on extinguishment of debt in March 2020.

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NEURONETICS, INC.

Notes to Interim Financial Statements

(Unaudited)

13. COMMON STOCK

Common Stock Offering

On February 2, 2021, we closed on our public offering and sale (the “Offering) of our common stock in which we issued and sold 5,566,000 shares of our common stock, which included shares pursuant to an option granted to underwriters to purchase additional shares, at a public offering price of $15.50 per share. We received net proceeds of $80.6 million after deducting underwriting discounts, commissions and offering expenses.

Common Stock

The following table summarizes the total number of shares of the Company’s common stock issued and reserved for issuance as of June 30, 2021 and December 31, 2020 (in thousands):


	June 30, 2021	December 31, 2020
Shares of common stock issued	26,167	19,114
Shares of common stock reserved for issuance for:
Common stock warrants outstanding	75	105
Stock options outstanding	1,607	2,365
Restricted stock units outstanding	2,139	1,860
Shares available for grant under stock incentive plan	2,153	1,530
Shares available for sale under employee stock purchase plan	799	608
Total shares of common stock issued and reserved for issuance	32,940	25,582

Common Stock Warrants

The following tables summarize the Company’s outstanding common stock warrants as of June 30, 2021, and December 31, 2020:


June 30, 2021
Warrants
Outstanding
(in thousands)	Exercise Price		Expiration Date
14	$	19.55	Dec-2022
20	$	9.73	Aug-2023
20	$	9.73	Mar-2024
21	$	9.73	Dec-2024
75


December 31, 2020
Warrants
Outstanding
(in thousands)	Exercise Price		Expiration Date
14	$	19.55	Dec-2022
30	$	9.73	Feb-2021
20	$	9.73	Aug-2023
20	$	9.73	Mar-2024
21	$	9.73	Dec-2024
105

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NEURONETICS, INC.

Notes to Interim Financial Statements

(Unaudited)

14. LOSS PER SHARE

The Company’s basic loss per common share is computed by dividing the net loss by the weighted-average number of shares of common stock outstanding during the period. The Company’s restricted stock awards (non-vested shares) are issued and outstanding at the time of grant but are excluded from the Company’s computation of weighted-average shares outstanding in the determination of basic loss per share until vesting occurs.

A net loss cannot be diluted, so when the Company is in a net loss position, basic and diluted loss per common share are the same. If in the future the Company achieves profitability, the denominator of a diluted earnings per common share calculation will include both the weighted-average number of shares outstanding and the number of common stock equivalents, if the inclusion of such common stock equivalents would be dilutive. Dilutive common stock equivalents potentially include warrants, stock options, non-vested restricted stock units and non-vested performance restricted stock units using the treasury stock method, along with the effect, if any, from the potential conversion of outstanding securities, such as convertible preferred stock.

The following potentially dilutive securities outstanding as of June 30, 2021 and 2020 have been excluded from the denominator of the diluted loss per share of common stock outstanding calculation (in thousands):


	June 30,
	2021	2020
Stock options	1,607	1,865
Non-vested performance restricted stock units	395	—
Non-vested restricted stock units	1,744	1,289
Common stock warrants	75	105

15. SHARE-BASED COMPENSATION

The amount of share-based compensation expense recognized by the Company by location in its statements of operations for the three and six months ended June 30, 2021 and 2020 is as follows (in thousands):


	Three Months Ended June 30,				Six Months Ended June 30,
	2021		2020		2021		2020
Cost of revenues	$	13	$	15	$	33	$	31
Sales and marketing		518		236		1,093		666
General and administrative		1,482		261		3,000		868
Research and development		(4)		134		79		277
Total	$	2,009	$	646	$	4,205	$	1,842

2018 Equity Incentive Plan

In June 2018, the Company adopted the 2018 Equity Incentive Plan, or 2018 Plan, which authorized the issuance of up to 1.4 million shares, subject to an annual 4% increase based on the number of shares of common stock outstanding, in the form of restricted stock, stock appreciation rights and stock options to the Company’s directors, employees and consultants. The amount and terms of grants are determined by the Company’s board of directors. All stock options granted to date have had exercise prices equal to the fair value, as determined by the closing price as reported by the Nasdaq Global Market, of the underlying common stock on the date of grant. The contractual term of stock options is up to 10 years, and stock options are exercisable in cash or as otherwise determined by the board of directors. Generally, stock options vest 25% upon the first anniversary of the date of grant and the remainder ratably monthly thereafter for 36 months. Restricted stock units generally vest ratably in 3 equal installments on the first, second and third anniversaries of the grant date. Performance restricted stock units (“PRSUs”) generally vest based on appreciation of the Company’s common stock to a certain price as determined by the Company’s board of

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NEURONETICS, INC.

Notes to Interim Financial Statements

(Unaudited)

directors measured using a trailing 30-day volume weighted average price of a share of the Company’s common stock. The fair value of the PRSU awards are determined using a risk neutral Monte Carlo simulation valuation model. As of June 30, 2021, there were 2.1 million shares available for future issuance under the 2018 Plan.

2020 Inducement Incentive Plan

In December 2020, the Company adopted the 2020 Inducement Incentive Plan, which authorized the issuance of up to 0.4 million shares in the form of stock options, stock appreciation rights, restricted stock awards, restricted stock unit awards, performance stock awards and other stock awards to eligible employees who satisfy the standards for inducement grants under Nasdaq global market rules. An individual who previously served as an employee or director of the Company is not eligible to receive awards under this plan. The amount and terms of grants are determined by the Company’s board of directors. As of June 30, 2021, there were 0.1 million shares available for future issuance under the 2020 Inducement Incentive Plan.

Stock Options

The following table summarizes the Company’s stock option activity for the six months ended June 30, 2021:


					Aggregate
	Number of	Weighted-		Weighted-	average
	Shares under	average		Remaining	Intrinsic
	Option	Exercise Price		Contractual	Value
	(in thousands)	per Option		Life (in years)	(in thousands)
Outstanding at December 31, 2020	2,365	$	4.62
Granted	—	$	—
Exercised	(655)	$	3.94
Forfeited	(103)	$	14.84
Outstanding at June 30, 2021	1,607	$	4.39	7.8	$	18,763
Exercisable at June 30, 2021	451	$	7.44	5.0	$	3,925
Vested and expected to vest at June 30, 2021	1,607	$	4.39	7.8	$	18,763

The Company recognized share-based compensation expense related to stock options of $0.2 million and $0.3 million for the three months ended June 30, 2021 and 2020, respectively, and $0.4 million and $0.8 million for the six months ended June 30, 2021 and 2020, respectively. As of June 30, 2021, there was $1.7 million of total unrecognized compensation cost related to non-vested stock options which the Company expects to recognize over a weighted-average period of 2.5 years. The total intrinsic value of stock options exercised during the six months ended June 30, 2021 was $8.0 million.

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NEURONETICS, INC.

Notes to Interim Financial Statements

(Unaudited)

Restricted Stock Units and Performance Restricted Stock Units

The following table summarizes the Company’s restricted stock unit and performance restricted stock unit activity for June 30, 2021:


	Non-vested		Weighted-	Non-vested		Weighted-
	Restricted		average	Performance Restricted		average
	Stock Units		Grant-date	Stock Units		Grant-date
	(in thousands)		Fair Value	(in thousands)		Fair Value
Non-vested at December 31, 2020	1,860	$	3.58	500	$	1.71
Granted	721	$	13.58	145	$	15.59
Vested	(586)	$	3.65	(250)	$	1.77
Forfeited	(250)	$	6.88	—	$	—
Non-vested at June 30, 2021	1,744	$	7.21	395	$	6.77

The Company recognized $1.8 million and $0.4 million in share-based compensation expense related to the restricted stock units and performance restricted stock units for the three months ended June 30, 2021 and 2020, respectively, and $3.8 and $1.0 million for the six months ended June 30, 2021 and 2020, respectively. As of June 30, 2021, there was $11.9 million of unrecognized compensation cost related to non-vested restricted stock units and performance restricted stock units, which the Company expects to recognize over a weighted-average period of 2.3 years. The total fair value at the vesting date of restricted stock units and performance restricted stock units vested during the six months ended June 30, 2021, was $11.8 million.

For the period ended June 30, 2021 and December 31, 2020, the grant-date fair value of the performance restricted stock units was estimated at the time of grant using the following inputs and assumptions in the Monte Carlo simulation valuation model:


	June 30, 2021				December 31, 2020
Closing price of common stock	$	15.92		$	1.98
Risk-free interest rate		1.15	%		0.63	%
Expected volatility		99.7	%		87.4	%

16. COMMITMENTS AND CONTINGENCIES

Legal Matters

The Company is subject from time to time to various claims and legal actions arising during the ordinary course of its business. Management believes that there are currently no claims or legal actions that would reasonably be expected to have a material adverse effect on the Company’s results of operations, financial condition, or cash flows.

17. GEOGRAPHICAL SEGMENT INFORMATION

Operating segments are defined as components of an enterprise about which separate discrete information is available for evaluation by the chief operating decision maker, or decision-making group, in deciding how to allocate resources and in assessing performance. The Company currently operates in 1 business segment as it is managed and operated as one business. A single management team that reports to the chief operating decision maker comprehensively manages the entire business. The Company does not operate any material separate lines of business or separate business entities with respect to its products or product development.

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NEURONETICS, INC.

Notes to Interim Financial Statements

(Unaudited)

The following geographic data includes revenue generated from the Company’s third-party distributors. The Company’s revenue was generated in the following geographic regions and by product line for the periods indicated (in thousands):


	Revenues by Geography
	Three Months Ended June 30,
	2021				2020
			% of				% of
	Amount		Revenues		Amount		Revenues

	(in thousands, except percentages)
United States	$	13,809	97	%	$	9,267	95	%
International		394	3	%		474	5	%
Total revenues	$	14,203	100	%	$	9,741	100	%


	U.S. Revenues by Product Category
	Three Months Ended June 30,
	2021				2020
			% of				% of
	Amount		Revenues		Amount		Revenues

	(in thousands, except percentages)
NeuroStar Advanced Therapy System	$	2,577	19	%	$	2,338	25	%
Treatment sessions		10,801	78	%		6,547	71	%
Other		431	3	%		382	4	%
Total U.S. revenues	$	13,809	100	%	$	9,267	100	%


	International Revenues by Product Category
	Three Months Ended June 30,
	2021				2020
			% of				% of
	Amount		Revenues		Amount		Revenues

	(in thousands, except percentages)
NeuroStar Advanced Therapy System	$	284	72	%	$	310	66	%
Treatment sessions		14	4	%		115	24	%
Other		96	24	%		49	10	%
Total International revenues	$	394	100	%	$	474	100	%


	Revenues by Geography
	Six Months Ended June 30,
	2021				2020
			% of				% of
	Amount		Revenues		Amount		Revenues

	(in thousands, except percentages)
United States	$	25,611	97	%	$	20,444	96	%
International		880	3	%		773	4	%
Total revenues	$	26,491	100	%	$	21,217	100	%

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NEURONETICS, INC.

Notes to Interim Financial Statements

(Unaudited)


	U.S. Revenues by Product Category
	Six Months Ended June 30,
	2021				2020
			% of				% of
	Amount		Revenues		Amount		Revenues

	(in thousands, except percentages)
NeuroStar Advanced Therapy System	$	4,333	17	%	$	4,932	24	%
Treatment sessions		20,429	80	%		14,740	72	%
Other		849	3	%		772	4	%
Total U.S. revenues	$	25,611	100	%	$	20,444	100	%


	International Revenues by Product Category
	Six Months Ended June 30,
	2021				2020
			% of				% of
	Amount		Revenues		Amount		Revenues

	(in thousands, except percentages)
NeuroStar Advanced Therapy System	$	491	56	%	$	410	53	%
Treatment sessions		145	16	%		192	25	%
Other		244	28	%		171	22	%
Total International revenues	$	880	100	%	$	773	100	%

18. SEVERANCE

On April 8, 2020, the Company took action to reduce expenses through a reduction in force (“RIF”). As part of this action the Company terminated 95 employees who received separation benefits upon their termination. During the second quarter of 2020, the Company recorded a separation-related charge for the RIF equal to the fair value of the terminated employees benefits as of the communication date in the amount of $2.1 million. This amount was paid out during the quarter with the final payoff occurring on June 15, 2020.

The Company entered into transition agreements outlining the separation with its former chief executive officer in March 2020, the vice president of medical operations in September 2020, the chief commercial officer and director of medical operations in December 2020, the VP of sales and five business development managers in January 2021, the director of strategic clinical development in February 2021, and other employees during the three months ended June 30, 2021. In connection with these agreements, the Company recorded $0.1 million and $1.1 million of charges in salary, payroll tax and bonus expenses for the three months ended June 30, 2021 and 2020, respectively, and $0.2 million and $1.1 million for the six months ended June 30, 2021 and 2020, respectively. For the six months ended June 30, 2021 and 2020, $0.8 million and $0.3 million of termination benefits were paid associated with the termination of the employees and charged against this liability. As of June 30, 2021 and December 31, 2020, $0.4 million and $1.0 million, respectively, remain in accrued liabilities for the unpaid portion of the separation benefits.

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

The following discussion and analysis of our financial condition and results of operations, as well as other sections in this Quarterly Report on Form 10-Q, should be read in conjunction with our unaudited interim financial statements and related notes thereto included elsewhere herein. In addition to historical financial information, some of the information contained in the following discussion and analysis contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements other than statements of historical facts, including statements regarding our future results of operations and financial position, business strategy, current and prospective products, product approvals, research and development costs, current and prospective collaborations, timing and likelihood of success, plans and objectives of management for future operations and future results of current and anticipated products, are forward-looking statements. These statements involve known and unknown risks, uncertainties, assumptions and other important factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. These risks and uncertainties include, without limitation, risks and uncertainties related to: the ongoing impact of the novel coronavirus, or COVID-19, pandemic on general political and economic uncertainty, including as a result of efforts by governmental authorities to mitigate the COVID-19 pandemic, such as travel bans, shelter in place orders and third-party business closures and the related impact on resource allocations, manufacturing and supply chains and patient access to commercial products; our ability to execute our business continuity as well as our operational and budget plans in light of the COVID-19 pandemic; our ability to achieve or sustain profitable operations due to our history of losses; our reliance on the sale and usage of our NeuroStar Advanced Therapy System to generate revenues; the scale and efficacy of our salesforce; availability of coverage and reimbursement from third-party payors for treatments using our products; physician and patient demand for treatments using our products; developments in respect of competing technologies and therapies for the indications that our products treat; product defects; our ability to obtain and maintain intellectual property protection for our technology; developments in clinical trials or regulatory review of NeuroStar Advanced Therapy System for additional indications; and developments in regulation in the United States and other applicable jurisdictions. For a discussion of these and other related risks, please refer to our recent SEC filings which are available on the SEC’s website at www.sec.gov. These forward-looking statements are based on our expectations and assumptions as of the date of this Quarterly Report on Form 10-Q. Except as required by law, we undertake no duty or obligation to update any forward-looking statements contained in this Quarterly Report on Form 10-Q as a result of new information, future events or changes in our expectations.

In some cases, you can identify forward-looking statements by terms such as “may,” “will,” “should,” “expect,” “plan,” “anticipate,” “could,” “intend,” “target,” “project,” “contemplates,” “believes,” “estimates,” “predicts,” “potential” or “continue” or the negative of these terms or other similar expressions. The forward-looking statements in this Quarterly Report on Form 10-Q are only predictions. We have based these forward-looking statements largely on our current expectations and projections about future events and financial trends that we believe may affect our business, financial condition and results of operations. These forward-looking statements speak only as of the date of this Quarterly Report on Form 10-Q and are subject to a number of risks, uncertainties and assumptions described in “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K filed with the SEC, on March 2, 2021. The events and circumstances reflected in our forward-looking statements may not be achieved or occur and actual results could differ materially from those projected in the forward-looking statements. Moreover, we operate in an evolving environment. New risk factors and uncertainties may emerge from time to time, and it is not possible for us to predict all risk factors and uncertainties. Except as required by applicable law, we do not plan to publicly update or revise any forward-looking statements contained herein, whether as a result of any new information, future events, changed circumstances or otherwise.

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Overview

We are a commercial stage medical technology company focused on designing, developing and marketing products that improve the quality of life for patients who suffer from psychiatric disorders. Our first commercial product, the NeuroStar® Advanced Therapy System, is a non-invasive and non-systemic office-based treatment that uses transcranial magnetic stimulation, or TMS, to create a pulsed, MRI-strength magnetic field that induces electrical currents designed to stimulate specific areas of the brain associated with mood. The system is cleared by the United States Food and Drug Administration, or FDA, to treat adult patients with major depressive disorder, or MDD, that have failed to achieve satisfactory improvement from prior antidepressant medication in the current MDD episode. NeuroStar Advanced Therapy is also available in other parts of the world, including Japan, where it is listed under Japan’s national health insurance. NeuroStar Advanced Therapy is safe, clinically effective, reproducible and precise and we believe is supported by the largest clinical data set of any competing TMS system. We are the market leader in TMS therapy based on the estimated 110,620 global patients treated with over 4.0 million of our treatment sessions through such date. We generated revenues of $14.2 million and $9.7 million for the three months ended June 30, 2021 and 2020, respectively, and $26.5 million and $21.2 million for the six months ended June 30, 2021 and 2020, respectively.

We designed the NeuroStar Advanced Therapy System as a non-invasive therapeutic alternative to treat patients who suffer from MDD and to address many of the key limitations of other treatment options. We generate revenues from initial capital sales of our systems, recurring Treatment Sessions and service and repair and extended warranty contracts. We derive the majority of our revenues from recurring Treatment Sessions. For the three months ended June 30, 2021, revenues from sales of our Treatment Sessions and NeuroStar Advanced Therapy Systems represented 78% and 19% of our U.S. revenues, respectively, and 80% and 17% for the six months ended June 30, 2021, respectively.

We currently sell our NeuroStar Advanced Therapy System and recurring Treatment Sessions in the United States with the collaborative support of our 161 employees as of June 30, 2021. Our sales force targets an estimated 50,000 psychiatrists across 26,000 psychiatric practices in the United States, based on data from Symphony Health and our own internal estimates that treat approximately 42% of the total MDD patients in the United States who meet our labeled indication and are insured. Some of our customers have and may purchase more than one NeuroStar Advanced Therapy System. Based on our commercial data, on average, we believe our customers can recoup their initial capital investment in our system by providing a standard course of treatment to approximately 12 patients. We believe psychiatrists can generate approximately $7,500 to $10,000 of revenue per patient for a standard course of treatment, which may provide meaningful incremental income to their practices. We have a diverse customer base of psychiatrists in group psychiatric practices in the United States. For the three and six months ended June 30, 2021, one customer accounted for more than 10% of our revenues.

We market our products in a few select markets outside the United States through independent distributors. International revenues represented 3% and 5% of our total revenues for the three months ended June 30, 2021 and 2020, respectively, and 3% and 4% for the six months ended June 30, 2021 and 2020, respectively. In October 2017, we entered into an exclusive distribution agreement with Teijin Pharma Limited, or Teijin, for the distribution of our NeuroStar Advanced Therapy Systems and Treatment Sessions to customers who will treat patients with MDD in Japan. We received regulatory approval for our system in Japan in September 2017 and we received the initial reimbursement of JPY 12,000 per Treatment Session, which went into effect on June 1, 2019. We expect our international revenues to increase over time as a percentage of our total revenues as we grow system placements and utilization in Japan.

Our research and development efforts are focused on the following: hardware and software product developments and enhancements of our NeuroStar Advanced Therapy System and clinical development relating to expansion of our label and additional indications, which may include bipolar depression and post-traumatic stress disorder. We outsource the manufacture of components of our NeuroStar Advanced Therapy Systems that are produced to our specifications, and individual components are either shipped directly from

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our third-party contract manufacturers to our customers or consolidated into pallets at our Malvern, Pennsylvania facility prior to shipment. Final installation of these systems occurs at the customer site.

Our total revenues increased by $4.5 million, or 46%, from $9.7 million for the three months ended June 30, 2020 to $14.2 million for the three months ended June 30, 2021 and increased by $5.3 million, or 25%, from $21.2 million for the six months ended June 30, 2020 to $26.5 million for the six months ended June 30, 2021. For the three and six months ended June 30, 2021, our U.S. revenues were $13.8 million and $25.6 million compared to $9.3 million and $20.4 million for three and six months ended June 30, 2020, which represents an increase of 49% and 25% period over period. The increase was primarily attributable to an increase in U.S. treatment session revenue period over period. We incurred net losses of $7.5 million and $15.4 million for the three and six months ended June 30, 2021 compared to net losses of $7.8 million and $20.4 million for three and six months ended June 30, 2020. We expect to continue to incur losses for the next several years as we invest in our commercial organization to support our planned sales growth and while continuing to invest in our pipeline indications. As of June 30, 2021, we had an accumulated deficit of $292.9 million.

COVID-19

Throughout 2020 and the six months ended June 30, 2021, the Company experienced a material impact to revenue, particularly with regards to U.S. treatment session revenues as a result of the COVID-19 pandemic. The Company expects that capital equipment sales and treatment session revenues will continue to be materially impacted by this pandemic as customers are deferring capital purchase decisions and new patient treatment starts. System utilization has also declined compared to pre-COVID-19 projections.

We have monitored the impact of the COVID-19 pandemic on all aspects of our business and geographies, including how it has and will continue to impact the Company’s customers, supply chain, employees and other business partners. While we experienced significant disruptions in 2020 and the six months ended June 30, 2021 from the COVID-19 pandemic, we are unable to predict the ultimate impact that the COVID-19 pandemic may have on our financial condition, results of operations and cash flows due to numerous uncertainties. These uncertainties include the scope, severity and duration of the ongoing pandemic, the actions taken to contain the pandemic or mitigate its impact and the direct and indirect economic effects of the pandemic and containment measures, among others. The outbreak of COVID-19 in many countries, including the United States, has significantly adversely impacted global economic activity.

The situation surrounding the COVID-19 pandemic remains fluid, and we are actively managing our response in collaboration with business partners and assessing potential impacts to our financial position and operating results, as well as potential adverse developments in our business. For further information regarding the impact of COVID-19 on the Company, see Part II, Item 1A titled “Risk Factors” of our Quarterly Report on Form 10-Q for the period ended June 30, 2021.

Components of Our Results of Operations

Revenues

To date, we have generated revenues primarily from the capital portion of our business and related sales and rentals of the NeuroStar Advanced Therapy System and the recurring revenues from our sale of treatment sessions in the United States.

NeuroStar Advanced Therapy System Revenues. NeuroStar Advanced Therapy System revenues consist primarily of sales or rentals of a capital component, including upgrades to the equipment attributable to the initial sale of the system. NeuroStar Advanced Therapy Systems can be purchased outright or on a rent-to-own basis by certain customers.

Treatment Session Revenues. Treatment session revenues primarily include sales of NeuroStar Treatment Sessions and SenStar treatment links. The NeuroStar Treatment Sessions are access codes that are

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delivered electronically in the United States. The SenStar treatment links are disposable units containing single-use access codes that are sold and used outside the United States. Access codes are purchased separately by our customers, primarily on an as-needed basis, and are required by the NeuroStar Advanced Therapy System in order to deliver treatment sessions.

Other Revenues. Other revenues are derived primarily from service and repair and extended warranty contracts with our existing customers.

We refer you to the section titled “Critical Accounting Policies and Use of Estimates—Revenue Recognition” appearing in our Form 10-K filed with the SEC on March 2, 2021. We also refer you to “Note 3. Summary of Significant Accounting Policies.”

Cost of Revenues and Gross Margin

Cost of revenues primarily consists of the costs of components and products purchased from our third-party contract manufacturers of our NeuroStar Advanced Therapy Systems as well as the cost of treatment packs for individual treatment sessions. We use third-party contract manufacturing partners to produce the components for and assemble the completed NeuroStar Advanced Therapy Systems. Cost of revenues also includes costs related to personnel, royalties, warranty, shipping, and our operations and field service departments. We expect our cost of revenues to increase in absolute dollars as and to the extent our revenues grow.

Our gross profit is calculated by subtracting our cost of revenues from our revenues. We calculate our gross margin as our gross profit divided by our revenues. Our gross margin has been and will continue to be affected by a variety of factors, primarily product sales mix, pricing and third-party contract manufacturing costs. Our gross margins on revenues from sales of NeuroStar Advanced Therapy Systems are lower than our gross margins on revenues from sales of treatment sessions and, as a result, the sales mix between NeuroStar Advanced Therapy Systems and treatment sessions can affect the gross margin in any reporting period.

Sales and Marketing Expenses

Sales and marketing expenses consist of market research and commercial activities related to the sale of our NeuroStar Advanced Therapy Systems and treatment sessions and salaries and related benefits, sales commissions and share-based compensation for employees focused on these efforts. Other significant sales and marketing costs include conferences and trade shows, promotional and marketing activities, including direct and online marketing, practice support programs, travel and training expenses.

We anticipate that our sales and marketing expenses will increase as we continue to execute on our growth initiatives and expand our business in the United States.

General and Administrative Expenses

General and administrative expenses consist primarily of personnel expenses, including salaries and related benefits, share-based compensation and travel expenses, for employees in executive, finance, information technology, legal and human resource functions. General and administrative expenses also include the cost of insurance, outside legal fees, accounting and other consulting services, audit fees from our independent registered public accounting firm, board of directors’ fees and other administrative costs, such as corporate facility costs, including rent, utilities, depreciation and maintenance not otherwise included in cost of revenues.

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We anticipate that our general and administrative expenses will increase in fiscal year 2021 from fiscal year 2020.

Research and Development Expenses

Research and development expenses consist primarily of personnel expenses, including salaries and related benefits and share-based compensation for employees in clinical development, product development, regulatory and quality assurance functions, as well as expenses associated with outsourced professional scientific development services and costs of investigative sites and consultants that conduct our preclinical and clinical development programs. We typically use our employee, consultant and infrastructure resources across our research and development programs.

We plan to incur research and development expenses for the near future as we expect to continue our development of TMS Therapy for the treatment of additional patient populations and new indications, which may include bipolar depression, post-traumatic stress disorder and potential other clinical indications yet to be determined, as well as for various hardware and software development projects. As a result, we expect our research and development expenses to remain similar to our fiscal year 2020 expenses.

Interest Expense

Interest expense consists of cash interest payable under our credit facility and non-cash interest attributable to the accrual of final payment fees and the amortization of deferred financing costs related to our indebtedness.

Other Income, Net

Other income, net consists primarily of interest income earned on our money market account balances.

Results of Operations

Comparison of the three months ended June 30, 2021 and 2020


	Three Months Ended
	June 30,						Increase / (Decrease)
	2021			2020			Dollars		Percentage

	(in thousands, except percentages)
Revenues	$	14,203		$	9,741		$	4,462	46	%
Cost of revenues		2,750			2,323			427	18	%
Gross Profit		11,453			7,418			4,035	54	%
Gross Margin		80.6	%		76.2	%

Operating expenses:
Sales and marketing		9,042			8,151			891	11	%
General and administrative		6,681			4,010			2,671	67	%
Research and development		2,294			2,116			178	8	%
Total operating expenses		18,017			14,277			3,740	26	%
Loss from Operations		(6,564)			(6,859)			295	4	%
Other (income) expense:
Interest expense		977			986			(9)	(1)	%
Other income, net		(16)			(80)			64	(80)	%
Net Loss	$	(7,525)		$	(7,765)		$	240	3	%

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	Revenues by Geography
	Three Months Ended June 30,
	2021				2020
			% of				% of
	Amount		Revenues		Amount		Revenues

	(in thousands, except percentages)
United States	$	13,809	97	%	$	9,267	95	%
International		394	3	%		474	5	%
Total revenues	$	14,203	100	%	$	9,741	100	%


	U.S. Revenues by Product Category
	Three Months Ended June 30,
	2021				2020
			% of				% of
	Amount		Revenues		Amount		Revenues

	(in thousands, except percentages)
NeuroStar Advanced Therapy System	$	2,577	19	%	$	2,338	25	%
Treatment sessions		10,801	78	%		6,547	71	%
Other		431	3	%		382	4	%
Total U.S. revenues	$	13,809	100	%	$	9,267	100	%


	U.S. NeuroStar Advanced Therapy System
	Revenues by Type
	Three Months Ended June 30,
	2021				2020
			% of				% of
	Amount		Revenues		Amount		Revenues

	(in thousands, except percentages)
NeuroStar Capital	$	2,441	95	%	$	2,224	95	%
Operating lease		55	2	%		114	5	%
Other		81	3	%		—	—	%
Total United States NeuroStar Advanced Therapy System revenues	$	2,577	100	%	$	2,338	100	%

Revenues

Total revenue for the three months ended June 30, 2021 was $14.2 million, an increase of 46% compared to the three months ended June 30, 2020 revenue of $9.7 million. During the quarter, total U.S. revenue increased by 49% and international revenue decreased by 17% over the prior year quarter. The U.S. revenue growth was driven by an increase in U.S. treatment session revenue and the international revenue decline was driven by a decrease in international treatment session revenue.

U.S. NeuroStar Advanced Therapy System revenue for the three months ended June 30, 2021 was $2.6 million, an increase of 10% compared to the three months ended June 30, 2020 revenue of $2.3 million. The increase was primarily driven by an increase in the number of NeuroStar systems sold in the three months ended June 30, 2021 and an increase in the blended NeuroStar system average selling price over the prior year quarter. For the three months ended June 30, 2021 and 2020, the Company sold 36 and 35 systems, respectively, during each period.

U.S. treatment session revenue for the three months ended June 30, 2021 was $10.8 million, an increase of 65% compared to the three months ended June 30, 2020 revenue of $6.5 million. The revenue growth was primarily driven by an increase in per click treatment session volume over the prior year quarter.

Cost of Revenues and Gross Margin

Cost of revenues increased by $0.5 million, or 18%, from $2.3 million for the three months ended June 30, 2020 to $2.8 million for the three months ended June 30, 2021. Gross margin increased from 76.2%

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for the three months ended June 30, 2020 to 80.6% for the three months ended June 30, 2021. The increase was primarily a result of a change in the product mix of revenues versus the prior year quarter.

Sales and Marketing Expenses

Sales and marketing expenses increased by $0.8 million, or 11%, from $8.2 million for the three months ended June 30, 2020 to $9.0 million for the three months ended June 30, 2021. The increase was primarily due to marketing expenses, digital paid media costs and trade show expense incurred in the current period versus the prior year quarter.

General and Administrative Expenses

General and administrative expenses increased by $2.7 million, or 67%, from $4.0 million for the three months ended June 30, 2020 to $6.7 million for the three months ended June 30, 2021. The increase was primarily due to increased personnel expenses, including salary and share based compensation, IT consulting costs and insurance premiums in the current period versus the prior year quarter.

Research and Development Expenses

Research and development expenses increased by $0.2 million, or 8%, from $2.1 million for the three months ended June 30, 2020 to $2.3 million for the three months ended June 30, 2021. The increase was primarily due to increased product development expenses offset by a decrease in personnel expenses in the current period versus the prior year quarter.

Interest Expense

Interest expense remained constant from $1.0 million for the three months ended June 30, 2020 to $1.0 million for the three months ended June 30, 2021.

Other Income, Net

Other income, net decreased by $0.1 million, or 80%, from $0.1 million for the three months ended June 30, 2020 to $0.02 million for the three months ended June 30, 2021, primarily as a result of decreased interest income earned on the Company’s money market accounts.

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Comparison of the six months ended June 30, 2021 and 2020


	Six Months Ended
	June 30,						Increase / (Decrease)
	2021			2020			Dollars		Percentage

	(in thousands, except percentages)
Revenues	$	26,491		$	21,217		$	5,274	25	%
Cost of revenues		4,971			5,134			(163)	(3)	%
Gross Profit		21,520			16,083			5,437	34	%
Gross Margin		81.2	%		75.8	%

Operating expenses:
Sales and marketing		17,604			18,874			(1,270)	(7)	%
General and administrative		12,785			9,298			3,487	38	%
Research and development		4,604			5,137			(533)	(10)	%
Total operating expenses		34,993			33,309			1,684	5	%
Loss from Operations		(13,473)			(17,226)			3,753	22	%
Other (income) expense:
Interest expense		1,962			2,509			(547)	(22)	%
Loss on extinguishment of debt		—			924			(924)	100	%
Other income, net		(29)			(281)			252	90	%
Net Loss	$	(15,406)		$	(20,378)		$	4,972	24	%


	Revenues by Geography
	Six Months Ended June 30,
	2021				2020
			% of				% of
	Amount		Revenues		Amount		Revenues

	(in thousands, except percentages)
United States	$	25,611	97	%	$	20,444	96	%
International		880	3	%		773	4	%
Total revenues	$	26,491	100	%	$	21,217	100	%


	U.S. Revenues by Product Category
	Six Months Ended June 30,
	2021				2020
��			% of				% of
	Amount		Revenues		Amount		Revenues

	(in thousands, except percentages)
NeuroStar Advanced Therapy System	$	4,333	17	%	$	4,932	24	%
Treatment sessions		20,429	80	%		14,740	72	%
Other		849	3	%		772	4	%
Total U.S. revenues	$	25,611	100	%	$	20,444	100	%

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	U.S. NeuroStar Advanced Therapy System
	Revenues by Type
	Six Months Ended June 30,							��
	2021				2020
			% of				% of
	Amount		Revenues		Amount		Revenues

	(in thousands, except percentages)
NeuroStar Capital	$	4,030	93	%	$	4,634	94	%
Operating lease		163	4	%		269	5	%
Other		140	3	%		29	1	%
Total United States NeuroStar Advanced Therapy System revenues	$	4,333	100	%	$	4,932	100	%

Revenues

Total revenue for the six months ended June 30, 2021 was $26.5 million, an increase of 25% compared to the six months ended June 30, 2020 revenue of $21.2 million. During the six months ended June 30, 2021, total U.S. revenue increased by 25% and international revenue increased by 14% over the six months ended June 30, 2020. The U.S. revenue growth was driven by an increase in U.S. treatment session revenue and the international revenue growth was driven by an increase in NeuroStar Advanced Therapy System sales.

U.S. NeuroStar Advanced Therapy System revenue for the six months ended June 30, 2021 was $4.3 million, a decrease of 12% compared to the six months ended June 30, 2020 revenue of $4.9 million. The decrease was primarily driven by a lower number of NeuroStar systems sold in the six months ended June 30, 2021, which was partially offset by an increase in the blended NeuroStar system average selling price over the six months ended June 30, 2020. For the six months ended June 30, 2021 and 2020, the Company sold 59 and 73 systems, respectively, during each period.

U.S. treatment session revenue for the six months ended June 30, 2021 was $20.4 million, an increase of 39% compared to the six months ended June 30, 2020 revenue of $14.7 million. The revenue growth was primarily driven by an increase in per click treatment session volume period over period.

Cost of Revenues and Gross Margin

Cost of revenues decreased by $0.1 million, or 3%, from $5.1 million for the six months ended June 30, 2020 to $5.0 million for the six months ended June 30, 2021. Gross margin increased from 75.8% for the six months ended June 30, 2020 to 81.2% for the six months ended June 30, 2021. The increase was primarily a result of a change in the product mix of revenues versus the prior year period.

Sales and Marketing Expenses

Sales and marketing expenses decreased by $1.3 million, or 7%, from $18.9 million for the six months ended June 30, 2020 to $17.6 million for the six months ended June 30, 2021. The decrease was primarily due to reduced sales, reimbursement and clinical training costs versus the prior year period.

General and Administrative Expenses

General and administrative expenses increased by $3.5 million, or 38%, from $9.3 million for the six months ended June 30, 2020 to $12.8 million for the six months ended June 30, 2021. The increase was primarily due to increased personnel expenses related to bonus, salary and share based compensation.

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Research and Development Expenses

Research and development expenses decreased by $0.5 million, or 10%, from $5.1 million for the six months ended June 30, 2020 to $4.6 million for the six months ended June 30, 2021. The decrease was primarily due to reduced product development, personnel and travel expenses.

Interest Expense

Interest expense decreased by $0.5 million, or 22%, from $2.5 million for the six months ended June 30, 2020 to $2.0 million for the six months ended June 30, 2021. The decrease in interest expense was due to the loss on extinguishment of debt charge recognized in the first quarter of 2020 as part of Oxford debt facility. Refer to “Note 12. Debt” in the financial statements included in this Quarterly Report on Form 10-Q for information regarding the Oxford debt facility.

Other Income, Net

Other income, net decreased by $0.3 million, or 90%, from $0.3 million for the six months ended June 30, 2020 to $0.03 million for the six months ended June 30, 2021, primarily as a result of decreased interest income earned on the Company’s money market accounts.

Liquidity and Capital Resources

Overview

On February 2, 2021, we closed on the Offering of our common stock in which we issued and sold 5,566,000 shares of our common stock, which included shares pursuant to an option granted to underwriters to purchase additional shares, at a public offering price of $15.50 per share. We received net proceeds of $80.6 million after deducting underwriting discounts, commissions and offering expenses.

As of June 30, 2021, we had cash and cash equivalents of $115.8 million and an accumulated deficit of $292.9 million, compared to cash and cash equivalents of $49.0 million and an accumulated deficit of $277.5 million as of December 31, 2020. We incurred negative cash flows from operating activities of $14.9 million and $23.1 million for the six months ended June 30, 2021 and 2020, respectively. We have incurred operating losses since our inception, and we anticipate that our operating losses will continue in the near term as we seek to expand our sales and marketing initiatives to support our growth in existing and new markets, invest funds in additional research and development activities and utilize cash for other corporate purposes. Our primary sources of capital to date have been from our IPO, private placements of our convertible preferred securities, borrowings under our credit facilities, sales of our products and other public offerings of our common stock. As of June 30, 2021, the Company had $35.0 million of borrowings outstanding under its credit facility, which has a final maturity in February 2025. Management believes that the Company’s cash and cash equivalents as of June 30, 2021 and anticipated revenues from sales of its products are sufficient to fund the Company’s operations for at least 12 months from the issuance of these financial statements.

We cannot predict our revenues and expenses in the short term, in large part due to uncertainty relating the COVID-19 pandemic and related governmental responses. However, if our cash and cash equivalents and anticipated revenues from sales or our products are insufficient to satisfy our liquidity requirements, we may seek to sell additional common or preferred equity or debt securities or enter into a new credit facility or another form of third-party funding or seek other debt financing. If we raise additional funds by issuing equity or equity-linked securities, our stockholders would experience dilution and any new equity securities could have rights, preferences and privileges superior to those of holders of our common stock. Debt financing, if available, may involve covenants restricting our operations or our ability to incur additional debt. We cannot be assured that additional equity, equity-linked or debt financing will be available on terms favorable to us or our stockholders, or at all. It is also possible that we may allocate significant amounts of capital towards products or technologies for which market demand is lower than expected and, as a result, abandon such efforts. If we are unable to maintain our current financing or obtain adequate additional financing when we

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require it, or if we obtain financing on terms which are not favorable to us, or if we expend capital on products or technologies that are unsuccessful, our ability to continue to support our business growth and to respond to business challenges could be significantly limited, or we may be required to delay the development, commercialization and marketing of our products.

Our current and future funding requirements will depend on many factors, including:

●

the impact of COVID-19 and related governmental responses;

●

our ability to achieve revenue growth and improve operating margins;

●

compliance with the terms and conditions, including covenants, set forth in our credit facility;

●

the cost of expanding our operations and offerings, including our sales and marketing efforts;

●

our ability to improve or maintain coverage and reimbursement arrangements with domestic third-party and government payors, particularly in Japan;

●

our rate of progress in establishing coverage and reimbursement arrangements from international commercial third-party and government payors;

●

our rate of progress in, and cost of the sales and marketing activities associated with, establishing adoption of our products and maintaining or improving our sales to our current customers;

●

the cost of research and development activities, including research and development relating to additional indications, which may include bipolar depression;

●

the effect of competing technological and market developments;

●

costs related to international expansion; and

●

the potential cost of and delays in product development as a result of any regulatory oversight applicable to our products.

Cash Flows

The following table sets forth a summary of our cash flows for the six months ended June 30, 2021 and 2020:



	Six Months Ended June 30,
	2021		2020

	(in thousands)
Net Cash Used in Operating Activities	$	(14,940)	$	(23,131)
Net Cash Used in Investing Activities		(1,108)		(484)
Net Cash Provided by Financing Activities		82,874		1,903
Net Increase (Decrease) in Cash and Cash Equivalents	$	66,826	$	(21,711)

Net Cash Used in Operating Activities

Net cash used in operating activities for the six months ended June 30, 2021 was $14.9 million, consisting primarily of a net loss of $15.4 million and a decrease in net operating liabilities of $4.8 million, partially offset by non-cash charges of $5.2 million. The decrease in net operating liabilities was primarily due to increases in accounts receivable and inventory and decreases in accounts payable and accrued expenses as a result of timing and the 2021 payment of the 2020 bonus compensation accrued as of December 31, 2020. Non-cash charges consisted of depreciation and amortization, non-cash interest expense, share-based compensation, and the cost of rental units purchased by customers.

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Net cash used in operating activities for the six months ended June 30, 2020 was $23.1 million, consisting primarily of a net loss of $20.4 million and a decrease in net operating liabilities of $6.8 million, partially offset by non-cash charges of $4.1 million. The decrease in net operating liabilities was primarily due to decreases in accounts payable and accrued expenses as a result of timing and the 2020 payments of 2019 incentive compensation and commissions accrued as of December 31, 2019. Non-cash charges consisted of loss on debt extinguishment, depreciation and amortization, non-cash interest expense, share-based compensation, and the cost of rental units purchased by customers.

Net Cash Used in Investing Activities

Net cash used in investing activities for the six months ended June 30, 2021 and 2020 was $1.1 million and $0.5 million, respectively. Each was attributable to purchases of property and equipment and capitalized software costs.

Net Cash Provided by Financing Activities

Net cash provided by financing activities for the six months ended June 30, 2021 was $82.9 million and primarily consisted of additional proceeds from our Offering and cash proceeds related to stock option exercises. Net cash provided by financing activities for the six months ended June 30, 2020 was $1.9 million and consisted of additional proceeds from our loan refinance and cash proceeds related to stock option exercises.

Indebtedness

Solar Credit Facility

The Solar Facility permits the Company to borrow up to an aggregate amount of $50.0 million in two tranches of term loans, a “Term A Loan” and “Term B Loan.” On March 2, 2020, the Company borrowed an aggregate amount of $35.0 million, which was the aggregate amount available under the Term A Loan portion of the Solar Facility. The Term A Loan portion of the Solar Facility matures, and all amounts borrowed thereunder are due, on February 28, 2025. Under the Term B Loan portion of the Solar Facility, the Company is permitted to borrow, at its election, up to an aggregate amount of $15.0 million, (i) upon the Company achieving a specified amount of trailing twelve months net product revenue, and (ii) assuming there has been no event of default under the Solar Facility prior to such election. Once the net product revenue condition has been satisfied, the Company may only make an election to borrow under the Term B Loan portion of the Solar Facility until the earlier of (a) December 15, 2021, (b) 30 days following achievement of the net product revenue condition or (c) the occurrence of an event of default.

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On December 8, 2020, the Company, Solar Capital Ltd., and our other lenders defined in the Solar Facility, executed an amendment to the Solar Facility (the “Solar Amendment”). The Solar Amendment divides the aggregate Term B Loan borrowing amount of $15.0 million allowable upon our achievement of specific trailing twelve-month net product revenue targets into three separate $5.0 million tranches (“Amended Term B Loan”, “Term C Loan” and “Term D Loan”). The three tranches are available through June 20, 2021, December 20, 2021, and June 20, 2022, respectively, based on the achievement of agreed upon trailing twelve-month net product revenue targets for each tranche.

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As of June 30, 2021, the Company is in compliance with all covenants in the Solar Facility.

Oxford Credit Facility

The Company evaluated whether the Solar credit facility entered into in March 2020 represented a debt modification or extinguishment in accordance with ASC 470-50, Debt—Modifications and Extinguishments and determined that the existing debt was extinguished as a result of the full repayment of the existing facility and concurrent issuance of a new credit facility with a new lender. The unamortized balance of the Company’s combined debt discount and deferred issuance costs of $0.6 million related to the Oxford facility were accounted for as a loss on extinguishment of debt.

Cash and Non-Cash Interest Expense

For the three months ended June 30, 2021, we recognized interest expense of $1.0 million, of which $0.8 million was cash and $0.2 million was non-cash interest expense related to the amortization of deferred financing costs and accrual of final payment fees. For the six months ended June 30, 2020, we recognized

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interest expense of $2.5 million, of which $2.2 million was cash and $0.3 million was non-cash interest expense related to the amortization of deferred financing costs and accrual of final payment fees.

Common Stock Offering

On February 2, 2021, we closed on our public offering and sale of our common stock in which we issued and sold 5,566,000 shares of our common stock, which included shares pursuant to an option granted to underwriters to purchase additional shares, at a public offering price of $15.50 per share. We received net proceeds of $80.6 million after deducting underwriting discounts, commissions and offering expenses.

Off-Balance Sheet Arrangements

We do not maintain any off-balance sheet arrangements, partnerships or other relationships with unconsolidated entities, often referred to as structured finance or special-purpose entities, which are established for the purpose of facilitating off-balance sheet arrangements or other contractually narrow or limited purposes.

Commitments and Contractual Obligations

As of June 30, 2021, there were no significant changes to our commitments and future minimum contractual obligations as set forth in our Form 10-K, filed with the SEC on March 2, 2021.

JOBS Act Accounting Election

We are an “emerging growth company,” as defined in the Jumpstart Our Business Startups Act of 2012, or JOBS Act, and are eligible to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies. Section 107 of the JOBS Act provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act of 1933, or Securities Act, for complying with new or revised accounting standards issued subsequent to the enactment of the JOBS Act until such time as those standards apply to private companies. We have elected to avail ourselves of this exemption from complying with new or revised accounting standards and, therefore, will not be subject to the same new or revised accounting standards as other public companies that are not emerging growth companies. Section 107 of the JOBS Act provides that we can elect to opt out of the extended transition period at any time, which election is irrevocable.

Subject to certain conditions, as an emerging growth company, we may rely on certain of these exemptions, including without limitation (i) providing an auditor’s attestation report on our system of internal controls over financial reporting pursuant to Section 404(b) of the Sarbanes-Oxley Act and (ii) complying with any requirement that may be adopted by the Public Company Accounting Oversight Board regarding mandatory audit firm rotation or a supplement to the auditor’s report providing additional information about the audit and the financial statements, known as the auditor discussion and analysis. We will remain an emerging growth company until the earlier of (a) the last day of the fiscal year in which we have total annual gross revenue of $1.07 billion or more; (b) the last day of the fiscal year following the fifth anniversary of the date of the completion of this offering; (c) the date on which we have issued more than $1.0 billion in nonconvertible debt during the previous six years; or (d) the date on which we are deemed to be a large accelerated filer under the rules of the SEC.

Recent Accounting Pronouncements

We refer you to “Note 3. Summary of Significant Accounting Policies” and “Note 4. Recent Accounting Pronouncements” in “Notes to Interim Financial Statements” located in “Part I – FINANCIAL INFORMATION, Item 1. Financial Statements”.

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Item 3. Quantitative and Qualitative Disclosures About Market Risk.

We refer you to the information described in the “Item 7A. Quantitative and Qualitative Disclosures About Market Risk” section of the Company’s Annual Report on Form 10-K filed with the SEC on March 2, 2021. There have been no material changes to our market risk described therein.

Item 4. Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

The term “disclosure controls and procedures,” as defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, as amended, or Exchange Act, refers to controls and procedures that are designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the company’s management, including its principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure. As required by Rules 13a-15(b) and 15d-15(b) of the Exchange Act, our management, with the participation of our Principal Executive Officer and Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures as of the end of the period covered by this Quarterly Report on Form 10-Q. Based on that evaluation, our Principal Executive Officer and our Chief Financial Officer concluded that our disclosure controls and procedures were effective at the reasonable assurance level as of June 30, 2021.

Changes in Internal Control over Financial Reporting

During the quarter ended June 30, 2021, there were no changes in our internal control over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act) which materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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PART II—OTHER INFORMATION

Item 1. Legal Proceedings.

We are subject from time to time to various claims and legal actions arising during the ordinary course of our business. We believe that there are currently no claims or legal actions that would reasonably be expected to have a material adverse effect on our results of operations, financial condition, or cash flows.

Item 1A. Risk Factors.

You should carefully consider the information described in the “Risk Factors” section of the Company’s Annual Report on Form 10-K filed with the SEC on March 2, 2021. There have been no material changes to the risk factors described therein.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

Recent Issuances of Unregistered Securities

None.

Item 3. Defaults Upon Senior Securities.

Not applicable.

Item 4. Mine Safety Disclosures.

Not applicable.

Item 5. Other Information.

On July 28, 2021, the Board of Directors of Neuronetics, Inc. (“Neuronetics”) voted to adopt the Third Amended and Restated Bylaws (as amended prior to the date hereof, the “A&R Bylaws”), which became effective immediately upon adoption. Neuronetics’ A&R Bylaws amend and restate Neuronetics’ previously existing bylaws in their entirety to, among other things, revise the requirements with respect to the information and agreements that a director nominee who is nominated by a stockholder must provide to Neuronetics. The foregoing is qualified in its entirety by reference to the text of the A&R Bylaws, a copy of which is filed as Exhibit 10.3 to this Quarterly Report on Form 10-Q.

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Item 6. Exhibits.

The following is a list of exhibits filed as part of this Quarterly Report on Form 10-Q. Where so indicated, exhibits that were previously filed are incorporated by reference. For exhibits incorporated by reference, the location of the exhibit in the previous filing is indicated.


Exhibit Number		Description
3.1		Certificate of Elimination of Series A Junior Participating Preferred Stock of Neuronetics, Inc. (incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed on April 9, 2021)
10.1		Consulting Agreement, dated April 1, 2021 by and between Neuronetics, Inc. and Gregory Harper (incorporated by reference to Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q filed on May 4, 2021).
10.2*		Form of Restrictive Covenant and Severance Agreement
10.3*		Third Amended and Restated Bylaws of the Registrant
31.1*		Certification of the Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2*		Certification of the Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1**		Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2**		Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS		Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because iXBRL tags are embedded within the Inline XBRL document.
101.SCH		Inline XBRL Taxonomy Extension Schema Document
101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB		Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document
104		Cover Page Interactive Data File (Formatted as Inline XBRL and contained Exhibit 101).

*	Filed herewith.

This certification is being furnished solely to accompany this Quarterly Report on Form 10-Q pursuant to 18 U.S.C Section 1350 and is not being filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liability of that section, nor shall it be deemed incorporated by reference into any filing of the registrant under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date hereof, regardless of any general incorporation language in such filing.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.


	NEURONETICS, INC.
	(Registrant)
Date: August 3, 2021	By:	/s/ Keith J. Sullivan
	Name:	Keith J. Sullivan
	Title:	President and Chief Executive Officer
		(Principal Executive Officer)
Date: August 3, 2021	By:	/s/ Stephen Furlong
	Name:	Stephen Furlong
	Title:	SVP, Chief Financial Officer and Treasurer
		(Principal Financial and Accounting Officer)

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Neuronetics (STIM) 10-Q2021 Q2 Quarterly report

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