The following discussion and analysis should be read in conjunction with our
unaudited condensed consolidated financial statements and the related notes to
those statements included elsewhere in this Quarterly Report on Form 10-Q, as
well as the audited consolidated financial statements and the related notes
thereto, and the discussion under "Management's Discussion and Analysis of
Financial Condition and Results of Operations" and "Business" included in our
Annual Report on Form 10-K for the fiscal year ended December 31, 2022, as filed
with the SEC on March 1, 2023.

Overview



We are a global medical technology company that is developing and
commercializing novel products for adults with bladder and bowel dysfunction,
including: (i) implantable rechargeable sacral neuromodulation (SNM) systems to
treat urinary urge incontinence (UUI) and urinary urgency frequency (UUF),
together referred to as overactive bladder (OAB), as well as fecal incontinence
(FI), and non-obstructive urinary retention (UR); and (ii) a urethral bulking
agent (Bulkamid) to treat female stress urinary incontinence (SUI).

SNM Systems



Our newly developed rechargeable SNM system, Axonics R20, is designed to last
20 or more years in the human body and is only 5cc in volume. R20 provides
constant current stimulation and offers broad MRI access with 1.5T and 3.0T
scanners. R20 utilizes an easy-to-use, intuitive patient remote control and
requires recharging for only one hour every 6 to 10 months, which is the longest
interval between recharging among rechargeable SNM systems. The R20 replaces the
previous rechargeable SNM system offered by Axonics that was the first to be
marketed worldwide.

Our recharge-free SNM system, Axonics F15, utilizes a primary cell battery with
an expected life of 15 years at typical stimulation parameters and over 20 years
at lower amplitude settings. The recharge-free implantable neurostimulator (INS)
is approximately 10cc in volume, utilizes constant current stimulation, a
recharge-free patient remote control and offers broad MRI access.

We began U.S. commercialization in the middle of the fourth quarter of 2019
after receiving premarket approval (PMA) of our first rechargeable SNM system by
the FDA. We also have marketing approvals from regulators in Europe, Canada, and
Australia for all relevant clinical indications.

SNM therapy has been commercially available in the United States for over 20
years and has been clinically proven to provide a safe, effective, reversible,
and long-lasting symptom relief. We believe that our SNM systems offer
therapeutic benefits and competitive advantages compared to the InterStim SNM
systems offered by Medtronic.

We engineered our SNM systems to deliver constant-current stimulation, which
automatically adjusts stimulation based on changes to impedance that occur as
the implanted lead scars into the body, which we believe provides a more
consistent therapy over time and reduces management of the therapy. Our SNM
systems include an

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easy-to-use wireless patient remote control that does not require recharging or
replacement batteries. We also designed and custom built a clinician programmer
that guides the implanting physician through lead placement and stimulation
programming.

We continue to invest in research and development activities to expand our suite
of products for SNM therapy. In March 2022, we received FDA approval for the
Axonics F15, a long-term, recharge-free SNM system. In January 2023, we received
FDA approval for the Axonics R20, our fourth-generation rechargeable SNM system.

We focus most of our sales and marketing efforts in the United States where reimbursement for SNM therapy is well-established and covered by most major U.S. insurers and Medicare.



Urethral Bulking Agent

On February 25, 2021, we acquired Contura Limited (Contura) and its Bulkamid product, a urethral bulking hydrogel indicated for the treatment of female SUI.



SUI is a common condition that afflicts women of all ages, with childbirth as
one of the main contributing factors. SUI is caused by weakness in the pelvic
floor, preventing the urethra from closing fully when sudden pressure is put on
the bladder. This can allow urine to leak out during normal daily activities
such as coughing, laughing, exercising, or lifting an object.

Bulkamid received a Conformité Européenne (CE) Mark in 2003 and a PMA from the
FDA in 2020 and is sold through a combination of a direct sales force in the
United States, Germany, United Kingdom, and the Nordic countries and
distributors in certain international markets.

As a next-generation bulking agent, we believe Bulkamid addresses the
shortcomings of legacy particulate-based bulking agents. It is a unique and
patented non-particulate hydrogel that is injected into the urethral wall to
restore the natural closing pressure of the urethra. It is a simple, quick, and
easy-to-learn and perform procedure that can be performed in either a
physician's office or an outpatient facility.

Bulkamid is biocompatible, consisting of 97.5% water, and does not induce a
chronic inflammatory response. Bulkamid's bulking effect is aided by the volume
of each injection being predictable, controllable, and precise. Bulkamid retains
its bulking characteristics for a number of years, thereby maintaining efficacy
and providing women with long lasting relief of their SUI symptoms. Bulkamid is
clinically validated and generates high rates of patient satisfaction.

Our Markets



The market for SNM therapy is large and growing, with approximately 19 million
women in the United States having moderate to severe UUI or mixed urinary
incontinence (MUI) symptoms, which is urinary incontinence related to both
urgency and stress. Before treating patients with a third-line therapy such as
SNM, physicians are required to prescribe first- and second-line therapies.
First-line therapies include behavioral changes such as diet and exercise, and
second-line therapies include drug therapy. We believe the SNM market will
continue to expand for the foreseeable future driven by increased awareness and
education of SNM therapy, greater expectations for quality of life, and improved
patient attitudes toward receiving medical attention. In addition, market growth
is anticipated due to continued innovation and the introduction of new
efficacious and long-lived products for SNM therapy. We believe that this
represents a compelling opportunity for our SNM systems to capture market share
and grow the market for SNM therapy.

The market for SUI therapy is highly underpenetrated, with approximately 22
million women in the United States having moderate to severe SUI or MUI
symptoms. The first-line treatment options for SUI begin with lifestyle changes
and continence pessaries. SUI lacks pharmacologic treatments, with patients next
advancing to urethral bulking agents, pelvic floor sling surgery or
colposuspension. We estimate that less than half of these women have sought
medical treatment, most of whom were offered conservative therapy or opted for
no treatment due to a lack of non-invasive treatment options with high efficacy.

While we anticipate expanding into other geographic regions over time, we are
primarily focusing on marketing our products in the United States and Europe due
to the large overall market size.

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In the United States, the cost required to treat each patient is reimbursed
through various third-party payors, such as commercial payors and government
agencies. Most large insurers have established coverage policies in place to
cover SNM therapy. Certain commercial payors have a patient-by-patient prior
authorization process that must be followed before they will provide
reimbursement for SNM therapy. Outside the United States, reimbursement levels
vary significantly by country and by region, particularly based on whether the
country or region at issue maintains a single-payor system. SNM therapy is
eligible for reimbursement in Canada, Australia and certain countries in Europe.
Annual healthcare budgets generally determine the number of SNM systems that
will be paid for by the payor in these single-payor system countries and
regions. Reimbursement is obtained from a variety of sources, including
government-sponsored and private health insurance plans, and combinations of
both. Some countries or regions may require us to gather additional clinical
data before granting coverage and reimbursement for our SNM systems.

We are currently engaged in the manufacturing of a number of processes of our
SNM systems and outsource the manufacture of certain implantable components of
our SNM systems with contract manufacturers who all have quality systems
established that meet FDA requirements and are all recognized in their field for
their competency to manufacture the respective portions of our SNM systems. We
believe the manufacturers we currently utilize have sufficient capacity to meet
our requirements and are able to scale up their capacity relatively quickly with
limited capital investment.

Prior to obtaining our initial FDA approval, we devoted substantially all of our
resources to research and development activities related to our rechargeable SNM
system, including clinical and regulatory initiatives to obtain marketing
approvals. We spend a significant amount of our resources on sales and marketing
activities to commercialize and market our line of SNM systems in the United
States.

We incurred net losses of $9.2 million and $22.7 million for the three months
ended March 31, 2023 and 2022, respectively, and had an accumulated deficit of
$383.5 million as of March 31, 2023 compared to $374.3 million at December 31,
2022. As of March 31, 2023, we had available cash, cash equivalents, and
short-term investments of approximately $357.1 million, current liabilities of
approximately $66.2 million, and long-term liabilities of approximately $22.9
million.

August 2022 Follow-On Offering



On August 5, 2022, we completed a follow-on offering by issuing 2,012,500 shares
of common stock, at an offering price of $63.85 per share. The gross proceeds to
us from this follow-on offering were $128.5 million and the net proceeds were
approximately $128.3 million, after deducting offering expenses payable by us.

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Components of Our Results of Operations

Net Revenue



Revenue during the three months ended March 31, 2023 and 2022 are as follows (in
thousands):

                                                  Three Months Ended
                                                      March 31,
                                                                 2023          2022
                SNM net revenue
                United States                                 $ 53,853      $ 37,715
                International markets                            1,305         1,355
                                                              $ 55,158      $ 39,070
                Bulkamid net revenue
                United States                                 $ 11,613      $  6,569
                International markets                            3,879         2,781
                                                              $ 15,492      $  9,350
                Total net revenue                             $ 70,650      $ 48,420


We expect our revenue to fluctuate from quarter to quarter due to a variety of
factors, including seasonality. For example, the industry generally experiences
lower revenues in the first and third quarters of the year and higher revenues
in the fourth quarter. Our revenue has been impacted by these industry trends.

Cost of Goods Sold and Gross Margin



Cost of goods sold consists primarily of costs of the components of our SNM
systems, third-party contract labor costs, overhead costs, Bulkamid product
costs, as well as distribution-related expenses such as logistics and shipping
costs. The overhead costs include the cost of material procurement and
operations supervision and management personnel. We expect overhead costs as a
percentage of revenue to decrease as our sales volume increases. Cost of goods
sold also include other expenses such as scrap and inventory obsolescence. We
expect cost of goods sold to increase in absolute dollars primarily as, and to
the extent, our revenue grows. We expect gross margin to vary based on
manufacturing costs, regional differences in pricing, and discounts negotiated
by customers.

We calculate gross margin as gross profit divided by revenue. We expect future
gross margin will be affected by a variety of factors, including manufacturing
costs, the average selling price of our products, the implementation of
cost-reduction strategies, inventory obsolescence costs, which may occur when
new generations of our SNM systems are introduced, and to a lesser extent, the
sales mix between the United States and international markets as our average
selling price in the United States is expected to be higher than in
international markets and foreign currency exchange rates. Our gross margin may
increase over the long term to the extent our production volumes increase and we
receive discounts on the costs charged by our contract manufacturers, thereby
reducing our per unit costs. Additionally, our gross margin may fluctuate from
quarter to quarter as we continue to introduce new products and adopt new
manufacturing processes and technologies.

Research and Development Expenses



Research and development expenses consist primarily of employee compensation,
including stock-based compensation, product development, including testing and
engineering, royalty expense, and clinical studies to develop and support our
SNM systems, including clinical study and registry management and monitoring,
payments to clinical investigators, and data management. Other research and
development expenses include consulting and advisory fees, royalty expense,
travel expenses, and equipment-related expenses and other miscellaneous office
and facilities expenses related to research and development programs. Research
and development costs are expensed as incurred. We expect to continue incurring
research and development expenses in the future as we develop new products and
expand to new markets. We expect research and development expenses as a
percentage of revenue to vary over time depending on the level and timing of
initiating new product development efforts and new clinical development
activities.

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The following table summarizes our research and development expenses by
functional area for the three months ended March 31, 2023 and 2022 (in
thousands):

                                                       Three Months Ended
                                                           March 31,
                                                                      2023          2022
            Personnel related                                       $ 5,606      $  5,137
            Clinical development                                          134         268
            Contract R&D and manufacturing                              1,727       3,956
            Royalty expense                                               307       1,555
            Other R&D expenses                                            282         320
            Total R&D expenses                                      $ 8,056      $ 11,236

General and Administrative Expenses



General and administrative expenses consist primarily of employee compensation,
including stock-based compensation, and spending related to finance, information
technology, human resource functions, consulting, legal, and professional
service fees. Other general and administrative expenses include director and
officer insurance premiums, investor relations costs, office-related expenses,
facilities and equipment rentals, bad debt expense, travel expenses, and
impairment expenses. We expect our general and administrative expenses will
significantly increase in absolute dollars as we increase our headcount and
expand administrative personnel to support our growth and operations.
Additionally, we anticipate increased legal expenses associated with our patent
infringement litigation with Medtronic. We expect general and administrative
expenses to decrease as a percentage of revenue primarily as, and to the extent,
our revenue grows.

Sales and Marketing Expenses

Sales and marketing expenses consist primarily of employee compensation,
including sales personnel commissions and stock-based compensation,
direct-to-consumer advertising programs, trade shows, booth exhibition costs,
and the related travel for these events. Other sales and marketing expenses
include consulting and advisory fees. We expect sales and marketing expenses to
continue to increase in absolute dollars as we continue to expand our commercial
infrastructure to both drive and support our expected growth in revenue.
However, we expect sales and marketing expenses to decrease as a percentage of
revenue in the long term primarily as, and to the extent, our revenue grows.

Amortization of Intangible Assets



Amortization of intangible assets consist primarily of amortization expense on
patent license asset, manufacturing license asset, technology, and customer
relationships intangible assets. We amortize finite lived intangible assets over
the period of estimated benefit using the straight-line method.

Acquisition-Related Costs

Acquisition-related costs consist of expenses incurred and changes in contingent consideration related to the Contura acquisition.

Other Income (Expense), Net



Other income (expense), net consists primarily of interest and accretion income
earned on cash equivalents and short-term investments, gains and losses on
foreign currency transactions, net of interest expense payable under the Loan
and Security Agreement with Silicon Valley Bank and other debt arrangements.

Income Tax Expense (Benefit)



Income tax expense (benefit) primarily consists of losses benefited in certain
foreign jurisdictions. We maintain a full valuation allowance for deferred tax
assets in our domestic operations, including net operating loss carryforwards
and research and development credits.

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Results of Operations

The following table shows our results of operations for the three months ended March 31, 2023 and 2022 (in thousands, except percentages):



                                                                              Three Months Ended         Period to Period
                                                                                   March 31,                  Change
                                                                                        2023                   2022

Net revenue                                                                         $   70,650          $         48,420          $ 22,230

Cost of goods sold                                                                      18,150                    15,178             2,972
Gross profit                                                                            52,500                    33,242            19,258
Gross Margin                                                                              74.3  %                   68.7  %
Operating expenses
Research and development                                                                 8,056                    11,236            (3,180)
General and administrative                                                              12,168                    10,013             2,155
Sales and marketing                                                                     42,654                    33,063             9,591
Amortization of intangible assets                                                        2,222                     2,463              (241)
Acquisition-related costs                                                                1,766                         -             1,766
Total operating expenses                                                                66,866                    56,775            10,091
Loss from operations                                                                   (14,366)                  (23,533)            9,167
Other income (expense)
Interest and other income                                                                3,628                        43             3,585
Interest and other expense                                                                 683                      (289)              972
Other income (expense), net                                                              4,311                      (246)            4,557
Loss before income tax benefit                                                         (10,055)                  (23,779)           13,724
Income tax benefit                                                                        (807)                   (1,111)              304
Net loss                                                                                (9,248)                  (22,668)           13,420
Foreign currency translation adjustment                                                  3,071                    (4,920)            7,991
Comprehensive loss                                                                  $   (6,177)         $        (27,588)         $ 21,411

Comparison of the Three Months Ended March 31, 2023 and 2022

Net Revenue



Net revenue was $70.7 million for the three months ended March 31, 2023, an
increase of $22.2 million, or 45.9%, compared to $48.4 million for the three
months ended March 31, 2022. Net revenue is primarily derived from the sale of
our products to customers in the United States and certain international
markets. The increase in net revenue is primarily due to increased sales of our
products as we expanded our customer base in the U.S. and increased sales with
our existing customer base. Our expanded product offering of the
fourth-generation rechargeable SNM system in January 2023, recharge-free SNM
system in March 2022 and the acquisition of the Bulkamid product in February
2021 have also contributed to our expansion of customers and more patients being
treated with our existing customers.

Cost of Goods Sold and Gross Margin



We incurred $18.2 million of cost of goods sold for the three months ended March
31, 2023. We incurred $15.2 million of cost of goods sold for the three months
ended March 31, 2022. Gross margin was 74.3% in the three months ended March 31,
2023, compared to 68.7% for the three months ended March 31, 2022. The increase
in gross margin is primarily due to higher sales volumes and product mix,
partially offset by increased inventory production costs related to our
recharge-free SNM system following its commercial launch in March 2022.

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Research and Development Expenses



Research and development expenses decreased $3.2 million, or 28.3%, to $8.1
million in the three months ended March 31, 2023, compared to $11.2 million in
the three months ended March 31, 2022. The decrease in research and development
expenses was primarily attributable to a decrease of $2.2 million in contract
R&D and manufacturing costs following FDA approvals of the fourth-generation
rechargeable SNM system in January 2023 and recharge-free SNM system in March
2022, and a decrease of $1.2 million in royalty expense due to lower net revenue
derived from the AMF Licensed Products.

General and Administrative Expenses



General and administrative expenses increased $2.2 million, or 21.5%, to $12.2
million in the three months ended March 31, 2023, compared to $10.0 million in
the three months ended March 31, 2022, primarily as a result of an increase of
$2.0 million in personnel costs including salaries and wages, stock-based
compensation and other employee-related benefits.

Sales and Marketing Expenses



Sales and marketing expenses increased $9.6 million, or 29.0%, to $42.7 million
in the three months ended March 31, 2023, compared to $33.1 million in the three
months ended March 31, 2022. The increase in sales and marketing expenses was
attributed to an increase of $7.7 million related to personnel costs including
salaries, wages, sales personnel commissions, stock-based compensation and other
employee-related benefits, an increase of $1.2 million related to facilities
equipment, an increase of $1.1 million related to advertising expenses,
partially offset by a decrease of $0.5 related to travel and expense fees.

Amortization of Intangible Assets



Amortization of intangible assets was $2.2 million in the three months ended
March 31, 2023, compared to $2.5 million in the three months ended March 31,
2022. Amortization of intangible assets consisted primarily of technology and
customer relationships acquired related to the Contura acquisition.

Acquisition-Related Costs

Acquisition-related costs were $1.8 million for the three months ended March 31, 2023 which related to the change in fair value of contingent consideration. There were no acquisition-related costs in the three months ended March 31, 2022.

Other Income (Expense), Net

Other income, net was $4.3 million in the three months ended March 31, 2023 consisting primarily of interest income on cash equivalents and short-term investments. Other expense, net was $0.2 million in the three months ended March 31, 2022 consisting primarily of losses on foreign currency transactions.

Income Tax Benefit



Income tax benefit was $0.8 million for the three months ended March 31, 2023
primarily related to losses in certain foreign jurisdictions. Income tax benefit
was $1.1 million for the three months ended March 31, 2022 primarily related to
losses in certain foreign jurisdictions.

Liquidity and Capital Resources



We only began full-scale commercialization of our rechargeable SNM system in
late 2019. We have expended significant resources on research and development
activities, growing our operations organization and building and training our
sales organization.

We incurred net losses of $9.2 million and $22.7 million for the three months
ended March 31, 2023 and 2022, respectively, and had an accumulated deficit of
$383.5 million as of March 31, 2023 compared to $374.3 million at December 31,
2022. We expect to continue to spend a significant amount of our existing
resources on sales and marketing activities as we continue to commercialize and
market our products in the United States and internationally.

As of March 31, 2023, we had cash, cash equivalents, and short-term investments of $357.1 million


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compared to $357.2 million at December 31, 2022. We expect that our cash, cash
equivalents, and short-term investments on hand will be sufficient to fund our
operations through at least the next 12 months. We fund our operations through a
combination of proceeds from public offerings of our common stock and cash
receipts from sales of our products. As of March 31, 2023, we had no outstanding
borrowings.

Beyond the next 12 months, our cash requirements will depend primarily on the
amount of continued cash receipts from sales of our products, as well as our
ability to develop or acquire new products, enter new markets, and compete
effectively. We cannot accurately predict our long-term cash requirements at
this time. We may need to raise additional financing in the future to facilitate
our business operations. If we raise additional funds by issuing equity
securities, our stockholders could experience dilution. Debt financing, if
available, may involve covenants further restricting our operations or our
ability to incur additional debt. Any debt financing or additional equity that
we raise may contain terms that are not favorable to us or our stockholders.
Additional financing may not be available at all, or in amounts or on terms
acceptable to us. If we are unable to obtain additional financing when needed to
satisfy our liquidity requirements, we may be required to scale back our
operations.

Contractual Obligations and Cash Requirements



There have been no material changes to our contractual obligations or material
cash requirements from those described in our Annual Report on Form 10-K for the
fiscal year ended December 31, 2022.

Cash Flows



The following table presents a summary of our cash flow for the periods
indicated (in thousands):

                                                                    Three Months Ended
                                                                        March 31,
                                                                    2023           2022

Net cash provided by (used in)


 Operating activities                                           $     (781)     $ (9,167)
 Investing activities                                                  694          (291)
 Financing activities                                                1,930         1,444

Effect of exchange rate changes on cash and cash equivalents (584)

316


 Net increase (decrease) in cash and cash equivalents           $    1,259

$ (7,698)

Net cash used in operating activities



Net cash used in operating activities was $0.8 million for the three months
ended March 31, 2023 and consisted primarily of a net loss of $9.2 million and a
decrease from changes in net operating assets of $5.7 million, partially offset
by non-cash charges of $14.1 million. Net operating assets consisted primarily
of inventory and accounts receivable due to the commercial growth in the United
States. Non-cash charges consisted primarily of stock-based compensation.

Net cash used in operating activities was $9.2 million for the three months
ended March 31, 2022 and consisted primarily of a net loss of $22.7 million,
partially offset by non-cash charges of $8.9 million and an increase from
changes in net operating assets of $4.6 million. Net operating assets consisted
primarily of inventory and accounts receivable due to the commercial growth of
our r-SNM System in the United States and the addition of Bulkamid sales.
Non-cash charges consisted primarily of stock-based compensation and
depreciation and amortization.

Net cash provided by (used in) investing activities

Net cash provided by investing activities was $0.7 million for the three months ended March 31, 2023 and consisted of sales and maturities of short-term investments, partially offset by purchases of short-term investments and property and equipment.

Net cash used in investing activities was $0.3 million for the three months ended March 31, 2022 and consisted of purchases of property and equipment.


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Net cash provided by financing activities



Net cash provided by financing activities was $1.9 million for the three months
ended March 31, 2023 and consisted primarily of proceeds from exercise of stock
options.

Net cash provided by financing activities was $1.4 million for the three months ended March 31, 2022 and consisted of proceeds from exercise of stock options.

Critical Accounting Policies and Estimates



Our critical accounting policies and estimates are described in "Management's
Discussion and Analysis of Financial Condition and Results of
Operations-Critical Accounting Policies and Estimates" in our Annual Report on
Form 10-K for the fiscal year ended December 31, 2022, as filed with the SEC on
March 1, 2023. We have reviewed and determined that those critical accounting
policies and estimates remain our critical accounting policies and estimates as
of and for the three months ended March 31, 2023.

Recent Accounting Pronouncements



We have reviewed all recently issued standards and have determined that, other
than as disclosed in Note 1 to our unaudited condensed consolidated financial
statements included elsewhere in this Quarterly Report on Form 10-Q, such
standards will not have a significant impact on our unaudited condensed
consolidated financial statements or do not otherwise apply to our operations.

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