Greenbrook TMS Announces Completion of US$23.5 Million Private Placement Led by Masters Special Situations

June 14, 2021 — Toronto, Ontario — Greenbrook TMS Inc. (TSX: GTMS, NASDAQ: GBNH) (“Greenbrook” or the “Company”) today announced that it has completed a non-brokered private placement (the “Private Placement”) of common shares of the Company (the “Common Shares”). Pursuant to the Private Placement, an aggregate of 2,353,347 Common Shares were issued at a price of US$10.00 per share, for aggregate gross proceeds to the Company of approximately US$23.5 million. The financing was led by new investor Masters Special Situations, LLC and affiliates thereof (“MSS”). In connection with the Private Placement, MSS will receive the right to appoint a nominee to the board of directors of the Company. Additional new investors, including BioStar Capital, also participated in the financing, along with existing investors, Greybrook Health Inc. (“Greybrook Health”) and 1315 Capital II, L.P. (“1315 Capital”).

 

The Company intends to use the proceeds from the Private Placement for the development of new mental health service centers that specialize in Transcranial Magnetic Stimulation (“TMS”) treatment as well as working capital and general corporate purposes.

 

The offer and sale of the Common Shares in the Private Placement was made in the United States solely to accredited investors pursuant to the exemption from registration in Rule 506(c) of Regulation D promulgated by the United States Securities and Exchange Commission (the “SEC”) under the United States Securities Act of 1933, as amended (the “Securities Act”) and in Canada pursuant to and in compliance with exemptions from the prospectus requirements of applicable Canadian securities laws.

 

In connection with the Private Placement, MSS, Greybrook Health and 1315 Capital will each receive the right to appoint a nominee to the board of directors of the Company, and all investors will receive customary registration rights.

 

This press release does not constitute an offer to sell or the solicitation of an offer to buy any securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.

 

MI 61-101 Disclosure

 

Greybrook Health and 1315 Capital are each insiders of the Company. Accordingly, the Private Placement is considered a “related party transaction” for purposes of Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101”). Pursuant to MI 61-101, the Company will file a material change report providing disclosure in relation to each “related party transaction” on SEDAR under the Company’s issuer profile at www.sedar.com. The Company did not file the material change report more than 21 days before the expected closing date of the Private Placement as the details of the Private Placement and the participation therein by the “related parties” of the Company were not settled until shortly prior to the closing of the Private Placement, and the Company wished to close the Private Placement on an expedited basis for business reasons.

 

The Company is relying on exemptions from the formal valuation and minority shareholder approval requirements available under MI 61-101. The Company is exempt from the formal valuation requirement in section 5.4 of MI 61- 101 in reliance on section 5.5(a) of MI 61-101 as the fair market value of the transaction, insofar as it involves interested parties, is not more than 25% of the Company’s market capitalization. Additionally, the Company is exempt from the minority shareholder approval requirement in section 5.6 of MI 61-101 in reliance on section 5.7(1)(a) as the fair market value of the transaction, insofar as it involves interested parties, is not more than 25% of the Company’s market capitalization.

 

About Greenbrook TMS Inc.

 

– 2 –

 

Operating through 128 Company-operated treatment centers, Greenbrook is a leading provider of TMS therapy, an FDA-cleared, non-invasive therapy for the treatment of Major Depressive Disorder and other mental health disorders, in the United States. TMS therapy provides local electromagnetic stimulation to specific brain regions known to be directly associated with mood regulation. Greenbrook has provided more than 620,000 TMS treatments to over 17,000 patients struggling with depression.

 

About Masters Special Situations, LLC

 

MSS is an affiliate of Masters Capital Management, LLC, an SEC registered investment adviser based in Atlanta, Georgia. MSS invests growth capital in innovative, small cap public companies in North America.

 

Cautionary Note Regarding Forward-Looking Information

 

Certain information in this press release, including with respect to the Private Placement, including the anticipated use of proceeds thereof, constitutes forward-looking information within the meaning of applicable securities laws in Canada and the United States, including the United States Private Securities Litigation Reform Act of 1995. In some cases, but not necessarily in all cases, forward-looking information can be identified by the use of forward-looking terminology such as “plans”, “targets”, “expects” or “does not expect”, “is expected”, “an opportunity exists”, “is positioned”, “estimates”, “intends”, “assumes”, “anticipates” or “does not anticipate” or “believes”, or variations of such words and phrases or state that certain actions, events or results “may”, “could”, “would”, “might”, “will” or “will be taken”, “occur” or “be achieved”. In addition, any statements that refer to expectations, projections or other characterizations of future events or circumstances contain forward-looking information. Statements containing forward-looking information are not historical facts but instead represent management’s expectations, estimates and projections regarding future events.

 

Forward-looking information is necessarily based on a number of opinions, assumptions and estimates that, while considered reasonable by the Company as of the date of this press release, are subject to known and unknown risks, uncertainties, assumptions and other factors that may cause the actual results, level of activity, performance or achievements to be materially different from those expressed or implied by such forward-looking information, including but not limited to the factors described in greater detail in the “Risk Factors” section of the Company’s current annual information form and in the Company’s other materials filed with the Canadian securities regulatory authorities and the SEC from time to time, available at www.sedar.com and www.sec.gov, respectively. These factors are not intended to represent a complete list of the factors that could affect the Company; however, these factors should be considered carefully. There can be no assurance that such estimates and assumptions will prove to be correct. The forward-looking statements contained in this press release are made as of the date of this press release, and the Company expressly disclaims any obligation to update or alter statements containing any forward-looking information, or the factors or assumptions underlying them, whether as a result of new information, future events or otherwise, except as required by law.

 

Contacts

 

Glen Akselrod Investor Relations Greenbrook TMS Inc.

Email: investorrelations@greenbrooktms.com Phone: 1-855-797-4867

GREENBROOK TMS ANNOUNCES RESULTS OF VOTING AT ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS

June 14, 2021 – Toronto, ON – Greenbrook TMS Inc. (TSX: GTMS, NASDAQ: GBNH) (“Greenbrook” or the “Company”), a leading provider of Transcranial Magnetic Stimulation (“TMS”) therapy in the United States, announced today the results of voting at its annual and special meeting of shareholders held earlier today (the “Meeting”). Each of the matters voted upon at the Meeting as set out below is described in greater detail in the Notice of Annual and Special Meeting of Shareholders and Management Information Circular of Greenbrook dated May 7, 2021 (the “Circular”).

 

The total number of common shares represented by holders by proxy at the Meeting was 8,276,984, representing approximately 60.26% of Greenbrook’s outstanding common shares entitled to be voted.

 

Election of Directors

 

All of the nominees listed in the Management Information Circular of Greenbrook prepared in connection with the Meeting were elected as directors by a resolution passed by a majority of the shareholders represented by proxy at the Meeting, to hold office until the next annual meeting following their election or until their successors are elected or appointed. The following represents the votes received with regard to such matter:

 

Nominee Votes For % Votes For Votes Withheld % Votes Withheld
Brian P. Burke 8,168,642 99.93% 5,954 0.07%
Colleen Campbell 8,174,571 100.00% 25 0.00%
Sasha Cucuz 8,174,571 100.00% 25 0.00%
Adrienne Graves, Ph.D. 8,168,771 99.93% 5,825 0.07%
Bill Leonard 8,174,571 100.00% 25 0.00%
Adele C. Oliva 8,168,771 99.93% 5,825 0.07%
Frank Tworecke 8,174,442 100.00% 154 0.00%
Elias Vamvakas 8,174,442 100.00% 154 0.00%

 

 

Appointment of Auditors

 

KPMG LLP was reappointed as auditor of Greenbrook and the directors were authorized to fix the auditor’s remuneration by a resolution passed by a majority of the shareholders represented by proxy at the Meeting. The following represents the votes received with regard to such matter:

 

Votes For % Votes For Votes Withheld % Votes Withheld
8,276,295 99.99% 689 0.01%

 

Amendments to the Stock Option Plan

 

Certain amendments to Greenbrook’s amended and restated stock option plan were approved. The following represents the votes received with regard to such matter:

 

Votes For % Votes For Votes Against % Votes Against
7,639,438 93.45% 535,158 6.55%

 

Approval of Unallocated Options and Share-Based Awards

 

All unallocated Options and Share-Based Awards (as defined in the Circular) under Greenbrook’s amended and restated omnibus equity incentive plan were approved. The following represents the votes received with regard to such matter:

 

Votes For % Votes For Votes Against % Votes Against
7,639,478 93.45% 535,118 6.55%

 

About Greenbrook TMS Inc.

 

Operating through 128 Company-operated treatment centers, Greenbrook is a leading provider of TMS therapy, an FDA-cleared, non-invasive therapy for the treatment of Major Depressive Disorder and other mental health disorders, in the United States. TMS therapy provides local electromagnetic stimulation to specific brain regions known to be directly associated with mood regulation. Greenbrook has provided more than 620,000 TMS treatments to over 17,000 patients struggling with depression.

 

For further information please contact:

 

Glen Akselrod Investor Relations Greenbrook TMS Inc.

 

Contact Information: investorrelations@greenbrooktms.com 1-855-797-4867

GREENBROOK TMS REPORTS FIRST QUARTER OPERATIONAL AND FINANCIAL RESULTS

May 14, 2021 – Toronto, Ontario – Greenbrook TMS Inc. (TSX: GTMS, NASDAQ: GBNH) (“Greenbrook” or the “Company”), today announced its first quarter 2021 (“Q1 2021) operational and financial results. All values in this news release are in United States dollars, unless otherwise stated.

 

FIRST QUARTER 2021 OPERATIONAL AND FINANCIAL HIGHLIGHTS

  • New patient starts increased by 19% to 1,583 as compared to the first quarter of 2020 (“Q1 2020”) and 11% compared to the fourth quarter of 2020 (“Q4 2020”).
  • Treatment volumes decreased by 4% to 52,126 as compared to Q4 2020 due to typical seasonal factors, amplified by harsh winter weather in parts of the United States. Despite these factors, Greenbrook managed year-over-year growth of 9% as compared to Q1
  • Consultations performed, an important performance indicator for the Company, increased by 52% as compared to Q1 2020, which points to encouraging prospects for the remainder of 2021.
  • Quarterly revenue increased by 14% to $11.3 million as compared to Q4 2020 and decreased by 1% compared to Q1 2020. This is despite a series of significant weather events, which led to temporary closures of many of the Company’s TMS centers (“TMS Centers”).
  • Q1 2021 resulted in an entity-wide regional operating loss of $1.5 million as compared to an entity-wide regional operating loss of $2.1 million in Q4 2020 and entity-wide regional operating income of $0.7 million in Q1 2020.
  • Implemented the Spravato® (esketamine nasal spray) pilot program at select TMS Centers to treat adults with treatment-resistant depression and depressive symptoms in adults with Major Depressive Disorder (“MDD”) with suicidal thoughts or Based on the promising findings from the pilot program, the Company expects to expand its offering of Spravato® to an additional 5-6 TMS Centers, for a total of 10-12 TMS Centers offering Spravato®.
  • Added three newly active TMS Centers during Q1 2021, with an additional nine TMS Centers in development, bringing the total Company network to 128 TMS Centers as at March 31, 2021, representing an increase of 3% as compared to Q1

 

Bill Leonard, President and Chief Executive Officer of Greenbrook commented:

 

“We are very pleased with our start to 2021, with a return in consolidated revenue to pre-COVID-19 levels in Q1 2021. We experienced record monthly highs in new patient starts and treatment volumes in March 2021 despite temporary closures of some of our TMS Centers due to significant weather events in the first half of the quarter, and the continuing challenges of the COVID-19 pandemic. We believe the improved operational performance in March 2021 positions us well for a strong second quarter. We have also successfully rolled-out the Spravato® Pilot Program, building on our long-term business plan of utilizing our TMS Centers as platforms for the delivery of innovative treatments to patients suffering from MDD and other mental health disorders, and we look forward to making this treatment option available at additional centers.”

 

 

 

SELECTED FIRST QUARTER FINANCIAL AND OPERATING RESULTS (1)

Selected Financial Results

 

(US$) Q1 2021   Q1 2020
Total revenue 11,313,175   11,420,502
Regional operating income (loss) (1,492,118)   739,796
Loss before income taxes (7,836,166)   (4,240,797)
Loss for the year and comprehensive loss (7,836,166)   (4,240,797)
Loss attributable to the common shareholders of Greenbrook (7,626,554)   (4,158,274)
Net loss per share (basic and diluted)(2) (0.56)   (0.39)

Notes:

  • Please note that additional selected consolidated financial information can be found at the end of this press
  • On January 12, 2021, the shareholders of the Company approved a special resolution for an amendment to the Company’s articles and authorized a consolidation (the “Share Consolidation”) of the Company’s outstanding common shares (“Common Shares”) on the basis of a one (1) post-consolidation Common Share for every five (5) pre-consolidation Common Shares. The Share Consolidation was completed on February 1, 2021. The Company has retrospectively presented net loss per share calculations reflecting the number of Common Shares outstanding after giving effect to the Share

 

Selected Operating Results

 

  As at March 31,   As at March 31,   As at December 31,
(unaudited)          
  2021   2020   2020
Number of active TMS Centers(1) 119   110   116
Number of TMS Centers-in-development(2) 9   14   9
Total TMS Centers 128   124   125
Number of management regions 13   13   13
Number of TMS Devices installed 201   189   198
Number of regional personnel 317   302   305
Number of shared-services / corporate personnel(3) 49   47   49
Number of TMS providers(4) 116   117   117
Number of consultations performed(5) 3,591   2,360   11,305
Number of patient starts(5) 1,583   1,326   5,445
Number of treatments performed(5) 52,126   47,970   195,992
Average revenue per treatment(5) $217   $238   $220

Notes:

  • Active TMS Centers represent TMS Centers that have performed billable TMS
  • TMS Centers-in-development represents TMS Centers that have committed to a space lease agreement and the development process is substantially
  • Shared-services / corporate personnel is disclosed on a full-time equivalent The Company utilizes part-time staff and consultants as a means of managing costs.
  • Represents physician partners that are involved in the provision of TMS therapy services from our TMS
  • Figure calculated for the applicable period

 

For more information, please refer to the Management’s Discussion & Analysis of Financial Condition and Results of Operations (“MD&A”) and the unaudited condensed interim consolidated financial statements of the Company for the three months ended March 31, 2021 and 2020. These documents will be available on the Company’s website at www.greenbrooktms.com, under the Company’s SEDAR profile at www.sedar.com and under the Company’s EDGAR profile at www.sec.gov.

 

 

 

CONFERENCE CALL AND WEBCAST

 

First Quarter Conference Call Details:

Bill Leonard, President and Chief Executive Officer, and Erns Loubser, the Chief Financial Officer, will host a conference call at 10:00 a.m. (Eastern Time) on Monday, May 17, 2021 to discuss the financial results for the quarter.

Toll Free North America: 1-866-521-4909 Toronto: 647-427-2311

Webcast:

For more information or to listen to the call via webcast, please visit: www.greenbrooktms.com/investors/events.htm

 

For those that plan on accessing the conference call or webcast, please allow ample time prior to the call time.

 

Conference Call Replay:

 

Toll Free (North America): 1-800-585-8367 Toronto: 416-621-4642

Passcode: 6679987

The conference call replay will be available from 1:00 p.m. ET on May 17, 2021, until 11:59 p.m. ET on June 17, 2021.

 

About Greenbrook TMS Inc.

 

Operating through 128 Company-operated treatment centers, Greenbrook is a leading provider of Transcranial Magnetic Stimulation (“TMS”) therapy, an FDA-cleared, non-invasive therapy for the treatment of Major Depressive Disorder and other mental health disorders, in the United States. TMS therapy provides local electromagnetic stimulation to specific brain regions known to be directly associated with mood regulation. Greenbrook has provided more than 620,000 TMS treatments to over 17,000 patients struggling with depression.

 

For further information please contact:

 

Glen Akselrod Investor Relations Greenbrook TMS Inc.

 

Contact Information:

investorrelations@greenbrooktms.com 1-855-797-4867

 

 

Cautionary Note Regarding Forward-Looking Information

 

Certain information in this press release, including with respect to the Company’s future financial or operating performance and the Company’s expectations regarding the expansion of the Spravato® pilot

 

 

 

program, constitute forward-looking information within the meaning of applicable securities laws in Canada and the United States, including the United States Private Securities Litigation Reform Act of 1995. In some cases, but not necessarily in all cases, forward-looking information can be identified by the use of forward-looking terminology such as “plans”, “targets”, “expects” or “does not expect”, “is expected”, “an opportunity exists”, “is positioned”, “estimates”, “intends”, “assumes”, “anticipates” or “does not anticipate” or “believes”, or variations of such words and phrases or state that certain actions, events or results “may”, “could”, “would”, “might”, “will” or “will be taken”, “occur” or “be achieved”. In addition, any statements that refer to expectations, projections or other characterizations of future events or circumstances contain forward-looking information. Statements containing forward-looking information are not historical facts but instead represent management’s expectations, estimates and projections regarding future events.

 

Forward-looking information is necessarily based on a number of opinions, assumptions and estimates that, while considered reasonable by the Company as of the date of this press release, are subject to known and unknown risks, uncertainties, assumptions and other factors that may cause the actual results, level of activity, performance or achievements to be materially different from those expressed or implied by such forward-looking information, including but not limited to the factors described in greater detail in the “Risk Factors” section of the Company’s current annual information form and in the Company’s other materials filed with the Canadian securities regulatory authorities and the United States Securities and Exchange Commission from time to time, available at www.sedar.com and www.sec.gov, respectively. These factors are not intended to represent a complete list of the factors that could affect the Company; however, these factors should be considered carefully. There can be no assurance that such estimates and assumptions will prove to be correct. The forward-looking statements contained in this press release are made as of the date of this press release, and the Company expressly disclaims any obligation to update or alter statements containing any forward-looking information, or the factors or assumptions underlying them, whether as a result of new information, future events or otherwise, except as required by law.

 

Cautionary Note Regarding Non-IFRS Measures

 

This press release makes reference to certain non-IFRS measures including certain metrics specific to the industry in which we operate. These measures are not recognized measures under International Financial Reporting Standards (“IFRS”), do not have a standardized meaning prescribed by IFRS and, therefore, may not be comparable to similar measures presented by other companies. Rather, these measures are provided as additional information to complement those IFRS measures by providing further understanding of our results of operations from management’s perspective. Accordingly, these measures are not intended to represent, and should not be considered as alternatives to, loss attributable to the common shareholders of Greenbrook or other performance measures derived in accordance with IFRS as measures of operating performance or operating cash flows or as a measure of liquidity. In addition to our results determined in accordance with IFRS, we use non-IFRS measures including, “EBITDA” and “Adjusted EBITDA”. These non-IFRS measures and industry metrics are used to provide investors with supplemental measures of our operating performance and thus highlight trends in our core business that may not otherwise be apparent when relying solely on IFRS measures. See the Company’s MD&A for a further discussion of these non- IFRS financial measures. Additionally, see the Company’s MD&A, along with the Company’s Management’s Discussion and Analysis of Financial Condition and Results of Operations for the year ended December 31, 2020 and December 31, 2019 and the quarters ended June 30, 2020 and June 30, 2019, and September 30, 2020 and September 30, 2019, for a reconciliation of EBITDA and Adjusted EBITDA to loss attributable to the common shareholders of Greenbrook for each of the periods shown in the table below.

 

 

 

SELECTED CONSOLIDATED FINANCIAL INFORMATION

 

 

(US$) Q1 2021

(unaudited)

  Q1 2020

(unaudited)

Total revenue 11,313,175   11,420,502
Direct center and patient care costs 6,360,023   5,881,290
Regional employee compensation 2,986,315   2,526,190
Regional marketing expenses 1,984,621   867,102
Depreciation 1,474,334   1,406,124
Total direct center and regional costs 12,805,293   10,680,706
Regional operating income (loss) (1,492,118)   739,796
Center development costs 280,433   229,507
Corporate employee compensation 2,886,584   2,623,430
Corporate marketing expenses 161,034   305,448
Other corporate, general and administrative expenses 1,668,464   947,618
Share-based compensation 205,970   109,405
Amortization 115,833   115,833
Interest expense 1,027,912   657,834
Interest income (2,182)   (8,482)
Loss before income taxes (7,836,166)   (4,240,797)
Income tax expense  
Loss for the period and comprehensive loss (7,836,166)   (4,240,797)
Loss attributable to non-controlling interest (209,612)   (82,523)
Loss attributable to the common shareholders of Greenbrook (7,626,554)   (4,158,274)
Net loss per share (basic and diluted) (1) (0.56)   (0.39)

Note:

(1) The Company has retrospectively presented net loss per share calculations reflecting the number of Common Shares outstanding after giving effect to the Share Consolidation.

 

 

 

(US$) Q1 2021   Q4 2020   Q3 2020   Q2 2020   Q1 2020   Q4 2019   Q3 2019   Q2 2019
(unaudited)                              
Revenue 11,313,175   9,913,552   12,006,570   9,788,555   11,420,502   12,536,671   8,459,103   8,082,559
Regional operating income (loss)(1) (1,492,118)   (2,050,168)   967,584   (225,198)   739,796   2,056,836   770,813   1,002,166
Net loss attributable to common shareholders of Greenbrook (7,626,554)   (8,391,630)   (7,636,132)   (9,477,505)   (4,158,274)   (7,034,356)   (3,431,009)   (2,874,092)
Adjusted EBITDA (4,013,910)   (4,223,446)   (937,073)   (1,665,672)   (1,648,053)   (1,296,201)   (1,033,876)   (957,428)
Net loss per share – Basic(2) (0.56)   (0.60)   (0.57)   (0.76)   (0.39)   (0.62)   (0.31)   (0.28)
Net loss per share – Diluted(2) (0.56)   (0.60)   (0.57)   (0.76)   (0.39)   (0.62)   (0.31)   (0.28)

Notes:

  • Regional operating income (loss) for the fourth quarter ended December 31, 2019 has been updated to exclude
  • The Company has retrospectively presented net loss per share calculations reflecting the number of Common Shares outstanding after giving effect to the Share

GREENBROOK TMS PROVIDES UPDATE ON PUBLIC OFFERING

Toronto, Canada – May 13, 2021 – Greenbrook TMS Inc. (TSX: GTMS) (NASDAQ: GBNH) (“Greenbrook” or the “Company”) today announced that, due to market conditions, pricing for its previously-announced equity offering (the “Offering”) will be temporarily delayed.

 

This press release does not constitute an offer to sell or the solicitation of an offer to buy securities, nor will there be any sale of the securities in any province, state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such province, state or jurisdiction. The Company has filed a short form base PREP prospectus (the “Prospectus”) in Canada and a registration statement (including a prospectus) on Form F-10 (the “Registration Statement”) with the U.S. Securities and Exchange Commission (the “SEC”), to which the Offering relates. The Company expects to amend the Prospectus and the Registration Statement prior to the Offering. Accordingly, these securities may not be sold, nor may offers to buy be accepted, prior to the time the amended Prospectus is filed in Canada and the Registration Statement (as amended) becomes effective. Before you invest, you should read the prospectus in that Registration Statement and the other documents the Company has filed with the SEC for more complete information about the Company and the Offering to which this communication relates. You may obtain these documents for free by visiting EDGAR on the SEC’s website at www.sec.gov or by contacting the offices of Stifel, Nicolaus & Company, Incorporated Attention: Syndicate, One Montgomery Street, Suite 3700, San Francisco, CA 94104, by telephone at (415) 364-2720, or by email at syndprospectus@stifel.com. Prospective Canadian investors may obtain a copy of the Canadian Prospectus from Stifel Nicolaus Canada Inc. care of the Stifel, Nicolaus & Company, Incorporated details referred to above. Prospective Canadian investors should clearly indicate in their request that they are a Canadian prospective investor and are requesting a copy of the Canadian Prospectus. The securities to be offered in the Offering have not been nor will be approved or disapproved by any regulatory authority, nor has any such authority passed upon, nor will pass upon, the accuracy or adequacy of the Prospectus or the Registration Statement.

 

About Greenbrook TMS Inc.

 

Operating through 128 Company-operated treatment centers, Greenbrook is a leading provider of Transcranial Magnetic Stimulation (“TMS”) therapy, an FDA-cleared, non-invasive therapy for the treatment of Major Depressive Disorder and other mental health disorders, in the United States. TMS therapy provides local electromagnetic stimulation to specific brain regions known to be directly associated with mood regulation. Greenbrook has provided more than 620,000 TMS treatments to over 17,000 patients struggling with depression.

 

For further information contact:

 

Glen Akselrod Investor Relations Greenbrook TMS Inc.

Email: investorrelations@greenbrooktms.com Phone: 1-855-797-4867

 

Forward-Looking Statements:

 

Certain information in this press release, including with respect to the Offering and continued marketing efforts in respect thereof, constitutes forward-looking information within the meaning of applicable securities laws in Canada and the United States, including the United States Private Securities Litigation

 

– 2 –

 

Reform Act of 1995. In some cases, but not necessarily in all cases, forward-looking information can be identified by the use of forward-looking terminology such as “plans”, “targets”, “expects” or “does not expect”, “is expected”, “an opportunity exists”, “is positioned”, “estimates”, “intends”, “assumes”, “anticipates” or “does not anticipate” or “believes”, or variations of such words and phrases or state that certain actions, events or results “may”, “could”, “would”, “might”, “will” or “will be taken”, “occur” or “be achieved”. In addition, any statements that refer to expectations, projections or other characterizations of future events or circumstances contain forward-looking information. Statements containing forward- looking information are not historical facts but instead represent management’s expectations, estimates and projections regarding future events.

 

Forward-looking information is necessarily based on a number of opinions, assumptions and estimates that, while considered reasonable by the Company as of the date of this press release, are subject to known and unknown risks, uncertainties, assumptions and other factors that may cause the actual results, level of activity, performance or achievements to be materially different from those expressed or implied by such forward-looking information, including but not limited to the factors described in greater detail in the “Risk Factors” section of the Company’s current annual information form and in the Company’s other materials filed with the Canadian securities regulatory authorities and the SEC from time to time, available at www.sedar.com and www.sec.gov, respectively, including the Prospectus and the Registration Statement. These factors are not intended to represent a complete list of the factors that could affect the Company; however, these factors should be considered carefully. There can be no assurance that such estimates and assumptions will prove to be correct. The forward-looking statements contained in this press release are made as of the date of this press release, and the Company expressly disclaims any obligation to update or alter statements containing any forward-looking information, or the factors or assumptions underlying them, whether as a result of new information, future events or otherwise, except as required by law.

GREENBROOK TMS ANNOUNCES CHANGE OF DATES FOR ITS FIRST QUARTER 2021 FINANCIAL RESULTS

May 7, 2021 – Toronto, Ontario – Greenbrook TMS Inc. (TSX: GTMS, NASDAQ: GBNH) (“Greenbrook” or the “Company”) announces today that it will postpone the release of its first quarter 2021 operational and financial results, originally scheduled for Wednesday, May 12, 2021. Greenbrook will now release its first quarter 2021 operational and financial results after market hours on Friday, May 14, 2021.

 

FIRST QUARTER 2021 CONFERENCE CALL DETAILS

 

Bill Leonard, President and Chief Executive Officer, and Erns Loubser, Chief Financial Officer, will host a conference call at 10:00 a.m. (Eastern Time) on Monday, May 17, 2021 to discuss the financial results for the quarter.

 

Dial in Numbers:

 

Toll Free North America: (866) 521-4909

Toronto: (647) 427-2311

 

Webcast:

 

For more information or to listen to the call via webcast, please visit: https://www.greenbrooktms.com/investors/events

 

For those that plan on accessing the conference call or webcast, please allow ample time prior to the call time.

 

Conference Call Replay:

 

Toll Free (North America): (800) 585-8367

Toronto: (416) 621-4642

Conference ID: 6679987

 

The conference call replay will be available from 1:00 p.m. ET on May 17, 2021, until 11:59 p.m. ET on June 17, 2021.

 

About Greenbrook TMS Inc.

 

Operating through 128 Company-operated treatment centers, Greenbrook is a leading provider of Transcranial Magnetic Stimulation (“TMS”) therapy, an FDA-cleared, non-invasive therapy for the treatment of Major Depressive Disorder and other mental health disorders, in the United States. TMS therapy provides local electromagnetic stimulation to specific brain regions known to be directly associated with mood regulation. Greenbrook has provided more than 620,000 TMS treatments to over 17,000 patients struggling with depression.

 

– 2 –

 

 

For further information please contact:

 

Glen Akselrod Investor Relations Greenbrook TMS Inc.

 

Contact Information: investorrelations@greenbrooktms.com 1-855-797-4867

GREENBROOK TMS ANNOUNCES PROPOSED PUBLIC OFFERING OF COMMON SHARES

May 4, 2021 – Toronto, Canada – Greenbrook TMS Inc. (TSX: GTMS) (NASDAQ: GBNH) (“Greenbrook” or the “Company”) today announces that it is pursuing an underwritten public offering of common shares (the “Common Shares”) in the United States and Canada (the “Offering”). The Common Shares are being offered by Stifel, Canaccord Genuity and BTIG, as joint book-running managers, and by Bloom Burton, as co-manager (collectively, the “Underwriters”).

 

The actual number of Common Shares to be distributed, the price of each Common Share and the size of the Offering will be determined by negotiation between the Company and the Underwriters in the context of the market with final terms to be determined at the time of pricing. The Offering is subject to market conditions, and there can be no assurance as to whether or when the Offering may be completed, or as to the actual size or terms of the Offering.

 

The Company intends to use the net proceeds from the proposed Offering for the development of new mental health service centers that specialize in Transcranial Magnetic Stimulation (“TMS”) treatment, to fund potential acquisitions as well as working capital and general corporate purposes.

 

The Offering is subject to a number of customary conditions, including, without limitation, receipt of all regulatory and stock exchange approvals. The Company has applied to list the Common Shares to be issued in the Offering on the Toronto Stock Exchange (“TSX”), subject to customary listing conditions, and has notified the Nasdaq Stock Market LLC (“NASDAQ”) in accordance with the rules of that exchange.

 

In connection with the Offering, the Company has filed and been receipted for a preliminary short form base PREP prospectus (the “Preliminary Prospectus”) with the securities regulatory authorities in each of the provinces of Canada, other than Québec. The Preliminary Prospectus has also been filed with the U.S. Securities and Exchange Commission (the “SEC”) as part of the Company’s registration statement on Form F-10 (the “Registration Statement”) in accordance with the U.S./Canada multi-jurisdictional disclosure system, but the Registration Statement has not yet become effective. The Preliminary Prospectus and the Registration Statement contain important information about the Company and the Offering. Prospective investors should read the Preliminary Prospectus and the Registration Statement and the other documents the Company has filed before making an investment decision. The Preliminary Prospectus is available on SEDAR at www.sedar.com. The Registration Statement is available on the SEC’s website at www.sec.gov. Alternatively, the Preliminary Prospectus (and the final short form base PREP prospectus for the Offering, when available), and the Registration Statement may be obtained, upon request, from the offices of Stifel, Nicolaus & Company, Incorporated at Attention: Syndicate, One Montgomery Street, Suite 3700, San Francisco, CA 94104, by telephone at (415) 364-2720, or by email at syndprospectus@stifel.com, from the offices of Canaccord Genuity LLC, 99 High Street, 12th Floor, Boston, Massachusetts 02110, Attn: Syndicate Department or by email at prospectus@cgf.com, or from the offices of BTIG at 65 East 55th Street, New York NY 10022, or by email at prospectusdelivery@btig.com.

 

This press release does not constitute an offer to sell or the solicitation of an offer to buy securities, nor will there be any sale of the securities in any province, state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such province, state or jurisdiction. The securities being offered have not been approved or disapproved by any regulatory authority, nor has any such authority passed upon by the accuracy or adequacy of the Preliminary Prospectus or the Registration Statement. The securities described herein may not be sold nor may offers to buy be accepted prior to the time at which the Registration Statement becomes effective and the Company files the (final) short form base PREP prospectus.

 

– 2 –

 

 

About Greenbrook

 

Operating through 128 Company-operated treatment centers, Greenbrook is a leading provider of TMS therapy, an FDA-cleared, non-invasive therapy for the treatment of Major Depressive Disorder and other mental health disorders, in the United States. TMS therapy provides local electromagnetic stimulation to specific brain regions known to be directly associated with mood regulation. Greenbrook has provided more than 620,000 TMS treatments to over 17,000 patients struggling with depression.

 

For further information contact:

 

Glen Akselrod Investor Relations Greenbrook TMS Inc.

 

Contact information:

investorrelations@greenbrooktms.com 1-855-797-4867

 

Forward-Looking Statements:

 

Certain information in this press release, including with respect to the anticipated Offering, the listing of the Common Shares to be issued in the Offering on the TSX and NASDAQ, and the anticipated use of the net proceeds of the Offering, constitutes forward-looking information within the meaning of applicable securities laws in Canada and the United States, including the United States Private Securities Litigation Reform Act of 1995. In some cases, but not necessarily in all cases, forward-looking information can be identified by the use of forward-looking terminology such as “plans”, “targets”, “expects” or “does not expect”, “is expected”, “an opportunity exists”, “is positioned”, “estimates”, “intends”, “assumes”, “anticipates” or “does not anticipate” or “believes”, or variations of such words and phrases or state that certain actions, events or results “may”, “could”, “would”, “might”, “will” or “will be taken”, “occur” or “be achieved”. In addition, any statements that refer to expectations, projections or other characterizations of future events or circumstances contain forward-looking information. Statements containing forward- looking information are not historical facts but instead represent management’s expectations, estimates and projections regarding future events.

 

Forward-looking information is necessarily based on a number of opinions, assumptions and estimates that, while considered reasonable by the Company as of the date of this press release, are subject to known and unknown risks, uncertainties, assumptions and other factors that may cause the actual results, level of activity, performance or achievements to be materially different from those expressed or implied by such forward-looking information, including but not limited to the factors described in greater detail in the “Risk Factors” section of the Company’s current annual information form and in the Company’s other materials filed with the Canadian securities regulatory authorities and the SEC from time to time, available at www.sedar.com and www.sec.gov, respectively. These factors are not intended to represent a complete list of the factors that could affect the Company; however, these factors should be considered carefully. There can be no assurance that such estimates and assumptions will prove to be correct. The forward-looking statements contained in this press release are made as of the date of this press release, and the Company expressly disclaims any obligation to update or alter statements containing any forward-looking information, or the factors or assumptions underlying them, whether as a result of new information, future events or otherwise, except as required by law.

GREENBROOK TMS ANNOUNCES PRELIMINARY FIRST QUARTER 2021 OPERATIONAL AND FINANCIAL RESULTS

May 4, 2021 – Toronto, Ontario – Greenbrook TMS Inc. (TSX: GTMS, NASDAQ: GBNH) (“Greenbrook” or the “Company”) today announced certain preliminary unaudited operational and financial results for the first quarter ended March 31, 2021 (“Q1 2021”). All values in this news release are in United States dollars, unless otherwise stated.

 

PRELIMINARY Q1 2021 OPERATIONAL AND FINANCIAL HIGHLIGHTS

  • New patient starts increased by 11% to 1,583 as compared to the fourth quarter of 2020 (“Q4 2020”) and by 19% as compared to the first quarter of 2020 (“Q1 2020”).
  • Quarterly revenue is expected to be in the range of $11.1 million to $11.4 million, a sequential increase of between 12% to 15% as compared to Q4 2020 and a decrease of between 3% and 0% as compared to Q1 2020. This is despite a series of significant weather events, which led to temporary closures of many of our TMS centers across our network, and also includes provisions against
  • Treatment volumes decreased by 4% to 52,126 as compared to Q4 2020 due to typical seasonal factors, amplified by harsh winter weather in parts of the United States. Despite these factors we managed year-over-year growth of 9% as compared to Q1 2020.
  • Consultations performed, an important performance indicator for the Company, increased by 52% as compared to Q1 2020, which points to encouraging prospects for the remainder of

 

Bill Leonard, President and Chief Executive Officer of Greenbrook, commented:

 

“Despite a challenging operating environment, highlighted by a significant winter surge in the COVID-19 pandemic, unusual weather events, and historically typical Q1 seasonality, we are encouraged by our preliminary results, managing a strong bounce back in revenue from Q4 2020. We are proud of our team’s efforts to continue to treat patients suffering from treatment resistant depression and obsessive-compulsive disorder during this difficult time. Depression rates have increased significantly since the onset of the COVID-19 pandemic and we believe that our services are needed now more than ever. We are particularly excited about our leading indicators, with record highs in consultations performed and new patient starts, and at the prospect of leveraging this momentum throughout 2021.”

 

About Greenbrook TMS Inc.

 

Operating through 128 Company-operated treatment centers, Greenbrook is a leading provider of Transcranial Magnetic Stimulation (“TMS”) therapy, an FDA-cleared, non-invasive therapy for the treatment of Major Depressive Disorder and other mental health disorders, in the United States. TMS therapy provides local electromagnetic stimulation to specific brain regions known to be directly associated with mood regulation. Greenbrook has provided more than 620,000 TMS treatments to over 17,000 patients struggling with depression.

 

For further information please contact:

 

Glen Akselrod Investor Relations Greenbrook TMS Inc.

 

– 2 –

 

 

Contact Information:

investorrelations@greenbrooktms.com 1-855-797-4867

 

Cautionary Note Regarding Forward-Looking Information

 

Certain information in this press release, including with respect to the Company’s future financial or operating performance, constitutes forward-looking information within the meaning of applicable securities laws in Canada and the United States, including the United States Private Securities Litigation Reform Act of 1995. In some cases, but not necessarily in all cases, forward-looking information can be identified by the use of forward-looking terminology such as “plans”, “targets”, “expects” or “does not expect”, “is expected”, “an opportunity exists”, “is positioned”, “estimates”, “intends”, “assumes”, “anticipates” or “does not anticipate” or “believes”, or variations of such words and phrases or state that certain actions, events or results “may”, “could”, “would”, “might”, “will” or “will be taken”, “occur” or “be achieved”. In addition, any statements that refer to expectations, projections or other characterizations of future events or circumstances contain forward-looking information. Statements containing forward-looking information are not historical facts but instead represent management’s expectations, estimates and projections regarding future events.

 

Forward-looking information is necessarily based on a number of opinions, assumptions and estimates that, while considered reasonable by the Company as of the date of this press release, are subject to known and unknown risks, uncertainties, assumptions and other factors that may cause the actual results, level of activity, performance or achievements to be materially different from those expressed or implied by such forward-looking information, including but not limited to the factors described in greater detail in the “Risk Factors” section of the Company’s current annual information form and in the Company’s other materials filed with the Canadian securities regulatory authorities and the United States Securities and Exchange Commission from time to time, available at www.sedar.com and www.sec.gov, respectively. These factors are not intended to represent a complete list of the factors that could affect the Company; however, these factors should be considered carefully. There can be no assurance that such estimates and assumptions will prove to be correct. The forward-looking statements contained in this press release are made as of the date of this press release, and the Company expressly disclaims any obligation to update or alter statements containing any forward-looking information, or the factors or assumptions underlying them, whether as a result of new information, future events or otherwise, except as required by law.

GREENBROOK TMS ANNOUNCES DATES FOR ITS FIRST QUARTER 2021 FINANCIAL RESULTS AND PROVIDES CORPORATE UPDATE

April 20, 2021 – Toronto, Ontario – Greenbrook TMS Inc. (TSX: GTMS, NASDAQ: GBNH) (“Greenbrook” or the “Company”), will release its first quarter 2021 operational and financial results after market hours on May 12, 2021.

 

FIRST QUARTER 2021 CONFERENCE CALL DETAILS

 

Bill Leonard, President and Chief Executive Officer, and Erns Loubser, Chief Financial Officer, will host a conference call at 10:00 a.m. (Eastern Time) on May 13, 2021 to discuss the financial results for the quarter.

 

Dial in Numbers:

 

Toll Free North America: (866) 521-4909

Toronto: (647) 427-2311

 

Webcast:

 

For more information or to listen to the call via webcast, please visit: https://www.greenbrooktms.com/investors/events

 

For those that plan on accessing the conference call or webcast, please allow ample time prior to the call time.

 

Conference Call Replay:

 

Toll Free (North America): (800) 585-8367

Toronto: (416) 621-4642

Conference ID: 6679987

 

The conference call replay will be available from 1:00 p.m. ET on May 13, 2021, until 11:59 p.m. ET on June 12, 2021.

 

CORPORATE UPDATE

 

Greenbrook also announced today that Erns Loubser will be returning to the role of Chief Financial Officer and Treasurer following his previously announced medical leave of absence. In connection with Mr. Loubser’s return, Ed Cordell will be stepping down from his role as Interim Chief Financial Officer but will remain with the Company until his responsibilities have been fully transitioned to Mr. Loubser.

 

– 2 –

 

About Greenbrook TMS Inc.

 

Operating through 128 Company-operated treatment centers, Greenbrook is a leading provider of Transcranial Magnetic Stimulation (“TMS”) therapy, an FDA-cleared, non-invasive therapy for the treatment of Major Depressive Disorder and other mental health disorders, in the United States. TMS therapy provides local electromagnetic stimulation to specific brain regions known to be directly associated with mood regulation. Greenbrook has provided more than 560,000 TMS treatments to over 15,000 patients struggling with depression.

 

For further information please contact:

 

Glen Akselrod Investor Relations Greenbrook TMS Inc.

 

Contact Information: investorrelations@greenbrooktms.com 1-855-797-4867

GREENBROOK TMS REPORTS FISCAL 2020 OPERATIONAL AND FINANCIAL RESULTS

March 30, 2021 – Toronto, Ontario – Greenbrook TMS Inc. (TSX: GTMS, NASDAQ: GBNH) (“Greenbrook” or the “Company”), today announced its fourth quarter 2020 (“Q4 2020”) and year-end 2020 (“Fiscal 2020”) operational and financial results. All values in this news release are in United States dollars, unless otherwise stated.

 

Bill Leonard, President and Chief Executive Officer of Greenbrook commented:

 

“We are very pleased with the growth of our business even as we battle the second wave of the COVID-19 pandemic, specifically our ability to continue to treat patients suffering from treatment-resistant depression at unprecedented levels. We managed to deliver strong year-over-year revenue growth of 21%, despite having to take a significant provision against revenue. While procedure volumes and new patient starts continue to grow at a record pace, our strong operational performance is not fully reflected in our revenues primarily as a result of provisions relating to changes in our credentialling process due to our move to credentialling on a state-wide credentialling basis. Delays in obtaining the necessary credentialling have resulted in slower claims processing which will require several months to clear, but we believe this delay to be short-term and will ultimately result in significant long-term gains with our enhanced credentialling process.”

 

 

FISCAL 2020 OPERATIONAL AND FINANCIAL HIGHLIGHTS

 

  • New patient starts increased by 33% to 5,445 from the 2019 fiscal year-end (“Fiscal 2019”) and TMS treatment volumes increased by 26% to 195,992 from Fiscal 2019, despite the impact of the COVID-19
  • Fiscal 2020 revenue increased by 21% to a record $43.1 million, up $7.4 million from Fiscal 2019, despite the provisions against
  • Deployed virtual access platform to provide greater access to patients with treatment-resistant depression and obsessive-compulsive disorder.
  • With the provisions against revenue, Fiscal 2020 resulted in an entity-wide regional operating loss of $0.6 million, down $5.0 million from Fiscal 2019.
  • Added 14 active TMS Centers during Fiscal 2020, with an additional nine TMS Centers in development, bringing the total Company network to 125 TMS Centers as at December 31, 2020, representing an increase of 5% as compared to Fiscal

 

FOURTH QUARTER 2020 OPERATIONAL AND FINANCIAL HIGHLIGHTS

  • New patient starts increased by 20% to 1,428 as compared to the fourth quarter of Fiscal 2019 (“Q4 2019”) and TMS treatment volumes increased by 6% to 54,408.
  • With the provisions against revenue, Q4 2020 revenue decreased by 21% to $9.9 million, down

$2.6 million from Q4 2019.

  • Absent the provisions against revenue, our average reimbursement rates remained
  • With the provisions against revenue, Q4 2020 resulted in an entity-wide regional operating loss of $2.1 million, down $4.2 million from Q4 2019.

 

 

 

SELECTED ANNUAL AND QUARTERLY FINANCIAL AND OPERATING RESULTS (1)

 

Selected Financial Results

 

(US$) (audited) Q4 2020   Q4 2019   Fiscal 2020   Fiscal 2019
Total Revenue 9,913,552   12,536,671   43,129,179   35,685,531
Regional Operating Income (loss) (2) (2,050,168)   2,056,836   (567,986)   4,456,815
Loss before income taxes (8,759,528)   (7,006,081)   (30,402,721)   (15,852,289)
Loss for the year and comprehensive loss  

(8,759,528)

   

(7,006,081)

   

(30,402,721)

   

(15,852,289)

Loss attributable to the common shareholders of Greenbrook  

(8,391,630)

   

(7,034,356)

   

(29,663,540)

   

(15,909,879)

Net loss per share (basic and diluted) (3) (0.60)   (0.62)   (2.32)   (1.48)

Notes:

  • Please note that additional selected consolidated financial information can be found at the end of this press
  • Regional operating income for Fiscal 2019 has been updated to exclude
  • On January 12, 2021, the shareholders of the Company approved a special resolution for an amendment to the Company’s articles and have authorized a consolidation (the “Share Consolidation”) of the Company’s outstanding common shares (Common Shares”) on the basis of a one (1) post-consolidation Common Share for every five (5) pre-consolidation Common Shares. The Share Consolidation was completed on February 1, 2021. The Company has retrospectively presented net loss per share calculations reflecting the number of Common Shares outstanding after giving effect to the Share

 

Selected Operating Results

 

  As at December 31,   As at December 31,
(unaudited)      
  2020   2019
Number of active TMS Centers(1) 116   102
Number of TMS Centers-in-development(2) 9   17
Total TMS Centers 125   119
Number of management regions 13   13
Number of TMS Devices installed 198   178
Number of regional personnel 305   273
Number of shared-services / corporate personnel(3) 49   44
Number of TMS providers(4) 117   109
 

Annual number of consultations performed

 

11,305

   

8,039

Annual number of patient starts 5,445   4,080
Annual number of TMS treatments performed 195,992   155,343
Annual average revenue per TMS treatment $220   $230
 

Quarterly number of consultations performed

 

3,587

   

2,479

Quarterly number of patient starts 1,428   1,192
Quarterly number of TMS treatments performed 54,408   51,247
Quarterly average revenue per TMS treatment $182   $245

Notes:

  • Active TMS Centers represent TMS Centers that have performed billable TMS (as defined below)
  • TMS Centers-in-development represents TMS Centers that have committed to a space lease agreement and the development process is substantially
  • Shared-services / corporate personnel is disclosed on a full-time equivalent The Company utilizes part-time staff and consultants as a means of managing costs.
  • Represents physician partners that are involved in the provision of TMS therapy services from our TMS

 

 

 

For more information, please refer to the Management’s Discussion & Analysis of Financial Condition and Results of Operations (“MD&A”) and the consolidated financial statements of the Company for the fiscal years ended December 31, 2020 and 2019. These documents, and the Company’s annual report on Form 40-F for the fiscal year ended December 31, 2020 (the “Annual Report”), will be available on the Company’s website at www.greenbrooktms.com, under the Company’s SEDAR profile at www.sedar.com and under the Company’s EDGAR profile at www.sec.gov. Shareholders may receive a hard copy of the Annual Report free of charge upon request.

 

CONFERENCE CALL AND WEBCAST

 

Fourth Quarter and Year End 2020 Conference Call Details:

Bill Leonard, President and Chief Executive Officer and Edwin Cordell, the Interim Chief Financial Officer, will host a conference call at 10:00 a.m. (Eastern Time) on March 31, 2021 to discuss the financial results for the fourth quarter and year end.

Toll Free North America: 1-866-521-4909 Toronto: 647-427-2311

Webcast:

For more information or to listen to the call via webcast, please visit: www.greenbrooktms.com/investors/events.htm

 

For those that plan on accessing the conference call or webcast, please allow ample time prior to the call time.

 

Conference Call Replay:

 

Toll Free (North America): 1-800-585-8367 Toronto: 416-621-4642

Passcode: 6797231

The conference call replay will be available from 1:00 p.m. ET on March 31, 2021, until 11:59 p.m. ET on April 30, 2021.

 

About Greenbrook TMS Inc.

 

Operating through 128 Company-operated treatment centers, Greenbrook is a leading provider of Transcranial Magnetic Stimulation (“TMS”) therapy, an FDA-cleared, non-invasive therapy for the treatment of Major Depressive Disorder and other mental health disorders, in the United States. TMS therapy provides local electromagnetic stimulation to specific brain regions known to be directly associated with mood regulation. Greenbrook has provided more than 560,000 TMS treatments to over 15,000 patients struggling with depression.

 

For further information please contact:

 

Glen Akselrod Investor Relations Greenbrook TMS Inc.

 

Contact Information:

 

 

 

investorrelations@greenbrooktms.com 1-855-797-4867

 

Cautionary Note Regarding Forward-Looking Information

 

Certain information in this press release, including with respect to the Company’s future financial or operating performance, constitute forward-looking information. In some cases, but not necessarily in all cases, forward-looking information can be identified by the use of forward-looking terminology such as “plans”, “targets”, “expects” or “does not expect”, “is expected”, “an opportunity exists”, “is positioned”, “estimates”, “intends”, “assumes”, “anticipates” or “does not anticipate” or “believes”, or variations of such words and phrases or state that certain actions, events or results “may”, “could”, “would”, “might”, “will” or “will be taken”, “occur” or “be achieved”. In addition, any statements that refer to expectations, projections or other characterizations of future events or circumstances contain forward-looking information. Statements containing forward-looking information are not historical facts but instead represent management’s expectations, estimates and projections regarding future events.

 

Forward-looking information is necessarily based on a number of opinions, assumptions and estimates that, while considered reasonable by the Company as of the date of this press release, are subject to known and unknown risks, uncertainties, assumptions and other factors that may cause the actual results, level of activity, performance or achievements to be materially different from those expressed or implied by such forward-looking information, including but not limited to the factors described in greater detail in the “Risk Factors” section of the Company’s current annual information form and in the Company’s other materials filed with the Canadian securities regulatory authorities and the United States Securities and Exchange Commission from time to time, available at www.sedar.com and www.sec.gov, respectively. These factors are not intended to represent a complete list of the factors that could affect the Company; however, these factors should be considered carefully. There can be no assurance that such estimates and assumptions will prove to be correct. The forward-looking statements contained in this press release are made as of the date of this press release, and the Company expressly disclaims any obligation to update or alter statements containing any forward-looking information, or the factors or assumptions underlying them, whether as a result of new information, future events or otherwise, except as required by law.

 

Cautionary Note Regarding Non-IFRS Measures

 

This press release makes reference to certain non-IFRS measures including certain metrics specific to the industry in which we operate. These measures are not recognized measures under International Financial Reporting Standards (“IFRS”), do not have a standardized meaning prescribed by IFRS and, therefore, may not be comparable to similar measures presented by other companies. Rather, these measures are provided as additional information to complement those IFRS measures by providing further understanding of our results of operations from management’s perspective. Accordingly, these measures are not intended to represent, and should not be considered as alternatives to, loss attributable to the common shareholders of Greenbrook or other performance measures derived in accordance with IFRS as measures of operating performance or operating cash flows or as a measure of liquidity. In addition to our results determined in accordance with IFRS, we use non-IFRS measures including, “EBITDA” and “Adjusted EBITDA”. These non-IFRS measures and industry metrics are used to provide investors with supplemental measures of our operating performance and thus highlight trends in our core business that may not otherwise be apparent when relying solely on IFRS measures. See the Company’s MD&A for a further discussion of these non- IFRS financial measures. Additionally, see the Company’s MD&A, along with the Company’s Management’s Discussion and Analysis of Financial Condition and Results of Operations for the quarters ended March 31, 2020 and March 31, 2019, June 30, 2020 and June 30, 2019, and September 30, 2020 and September 30, 2019 for a reconciliation of EBITDA and Adjusted EBITDA to loss attributable to the common shareholders of Greenbrook for each of the periods shown in the table below.

 

 

 

 

 

SELECTED CONSOLIDATED FINANCIAL INFORMATION

 

 

(US$) (audited) 2020   2019
Total revenue 43,129,179   35,685,531
Direct center and patient care costs 21,743,256   17,368,894
Regional employee compensation 9,798,901   7,122,556
Regional marketing expenses 6,446,798   2,705,891
Depreciation 5,708,210   4,031,375
Total direct center and regional costs 43,697,165    

31,228,716

Regional operating income(1) (567,986)   4,456,815
Center development costs 529,933   1,466,119
Corporate employee compensation 10,195,949   7,063,682
Corporate marketing expenses 1,030,196   1,934,227
Transaction costs   385,674
Other corporate, general and administrative expenses 3,919,216    

6,987,763

Share-based compensation 591,384   690,230
Amortization 463,332   122,269
Interest expense 2,806,286   1,822,442
Interest income (20,990)   (163,302)
Earn-out consideration 10,319,429  
Loss before income taxes (30,402,721)   (15,852,289)
Income tax expense  
Loss for the period and comprehensive loss (30,402,721)   (15,852,289)
(Loss) income attributable to non- controlling interest (739,181)   57,590
Loss attributable to the common shareholders of Greenbrook (29,663,540)   (15,909,879)
Net loss per share (basic and diluted) (2) (2.32)   (1.48)

Notes:

  • Regional operating income for the Fiscal 2019 has been updated to exclude amortization
  • The Company has retrospectively presented net loss per share calculations reflecting the number of Common Shares outstanding after giving effect to the Share

 

 

(US$) Q4 2020   Q3 2020   Q2 2020   Q1 2020   Q4 2019   Q3 2019   Q2 2019   Q1 2019
(unaudited)                              
Revenue 9,913,552   12,006,570   9,788,555   11,420,502   12,536,671   8,459,103   8,082,559   6,607,198
Regional operating income (loss)(1) (2,050,168)   967,584   (225,198)   739,796   2,056,836   770,813   1,002,166   627,000
Net loss attributable to shareholders of Greenbrook (8,391,630)   (7,636,132)   (9,477,505)   (4,158,274)   (7,034,356)   (3,431,009)   (2,874,092)   (2,570,422)
Adjusted EBITDA (4,223,446)   (937,073)   (1,665,672)   (1,648,053)   (1,296,201)   (1,033,876)   (957,428)   (827,557)
Net loss per share – Basic(2) (0.60)   (0.57)   (0.76)   (0.39)   (0.62)   (0.31)   (0.28)   (0.27)
Net loss per share – Diluted(2) (0.60)   (0.57)   (0.76)   (0.39)   (0.62)   (0.31)   (0.28)   (0.27)

Notes:

 

 

 

  • Regional operating income for the fourth quarter ended December 31, 2019 has been updated to exclude amortization
  • The Company has retrospectively presented net loss per share calculations reflecting the number of Common Shares outstanding after giving effect to the Share

GREENBROOK TO COMMENCE TRADING ON NASDAQ

March 15, 2021 – Toronto, Ontario – Greenbrook TMS Inc. (TSX: GTMS) (“Greenbrook” or the “Company”) is pleased to announce that its common shares have been approved for listing and trading in

U.S. dollar currency on the NASDAQ Stock Market LLC (“NASDAQ”). Trading on the NASDAQ will commence at the start of trading on March 16, 2021 under the symbol “GBNH”. Greenbrook’s common shares will continue trading on the Toronto Stock Exchange in Canadian dollar currency under the symbol “GTMS”.

 

“The listing of our common shares on the NASDAQ marks a significant milestone in the history of our Company”, commented Bill Leonard, President and Chief Executive Officer of Greenbrook. “We believe that the NASDAQ listing will provide significant benefits, including increased visibility of the Company amongst investors, increased access to capital and potential for greater liquidity”.

 

About Greenbrook TMS Inc.

Operating through 126 Company-operated treatment centers, Greenbrook is a leading provider of Transcranial Magnetic Stimulation (“TMS”) therapy, an FDA-cleared, non-invasive therapy for the treatment of Major Depressive Disorder and other mental health disorders, in the United States. TMS therapy provides local electromagnetic stimulation to specific brain regions known to be directly associated with mood regulation. Greenbrook has provided more than 510,000 TMS treatments to over 14,000 patients struggling with depression.

 

For further information please contact:

 

Glen Akselrod Investor Relations Greenbrook TMS Inc.

 

Contact Information:

investorrelations@greenbrooktms.com 1-855-797-4867

 

Cautionary Note Regarding Forward-Looking Information

 

Certain information in this press release, including with respect to the trading of Greenbrook’s common shares on the NASDAQ, constitute forward-looking information. In some cases, but not necessarily in all cases, forward-looking information can be identified by the use of forward-looking terminology such as “plans”, “targets”, “expects” or “does not expect”, “is expected”, “an opportunity exists”, “is positioned”, “estimates”, “intends”, “assumes”, “anticipates” or “does not anticipate” or “believes”, or variations of such words and phrases or state that certain actions, events or results “may”, “could”, “would”, “might”, “will” or “will be taken”, “occur” or “be achieved”. In addition, any statements that refer to expectations, projections or other characterizations of future events or circumstances contain forward-looking information. Statements containing forward-looking information are not historical facts but instead represent management’s expectations, estimates and projections regarding future events.

 

Forward-looking information is necessarily based on a number of opinions, assumptions and estimates that, while considered reasonable by the Company as of the date of this press release, are subject to known and unknown risks, uncertainties, assumptions and other factors that may cause the actual results, level of activity, performance or achievements to be materially different from those expressed or implied by such forward-looking information, including but not limited to the factors described in greater detail in the “Risk

 

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Factors” section of the Company’s current annual information form available at www.sedar.com and www.sec.gov. These factors are not intended to represent a complete list of the factors that could affect the Company; however, these factors should be considered carefully. There can be no assurance that such estimates and assumptions will prove to be correct. The forward-looking statements contained in this press release are made as of the date of this press release, and the Company expressly disclaims any obligation to update or alter statements containing any forward-looking information, or the factors or assumptions underlying them, whether as a result of new information, future events or otherwise, except as required by law.