The following discussion should be read in conjunction with our condensed consolidated financial statements and notes thereto included in Item 1 of Part I of this Quarterly Report on Form 10-Q. This discussion includes forward-looking statements about our business, financial condition and results of operations including discussions about management's expectations for our business. These statements represent projections, beliefs and expectations based on current circumstances and conditions and in light of recent events and trends, and these statements should not be construed either as assurances of performances or as promises of a given course of action. Instead, various known and unknown factors are likely to cause our actual performance and management's actions to vary, and the results of these variances may be both material and adverse.





Business Overview


We are a commercial-stage company that develops and sells high performance water solutions to the medical and commercial markets.

In medical markets, we sell water filtration products and waterborne pathogen detection products. Our medical water filters, mostly classified as ultrafilters, are used primarily by hospitals for the prevention of infection from waterborne pathogens, such as legionella and pseudomonas, and in dialysis centers for the removal of biological contaminants from water and bicarbonate concentrate. Because our ultrafilters capture contaminants as small as 0.005 microns in size, they minimize exposure to a wide variety of bacteria, viruses, fungi, parasites, and endotoxins.

In commercial markets, we manufacture and sell water filters that improve the taste and odor of water and reduce biofilm, bacteria, and scale build-up in downstream equipment. Marketed under both the Nephros and AETHER brands, our products are marketed primarily to the food service, hospitality, convenience store, and health care markets.

Our pathogen detection systems are portable, near real-time systems designed to provide actionable data for infection control teams, biomedical engineers in dialysis clinics, and water quality teams in building management organizations.

We also have a subsidiary, Specialty Renal Products, Inc. ("SRP"), a development-stage medical device company, focused primarily on developing hemodiafiltration ("HDF") technology. SRP is developing a second-generation of the Nephros OLp?r H2H Hemodiafiltration System, the FDA 510(k)-cleared medical device that enables nephrologists to provide HDF treatment to patients with end stage renal disease ("ESRD").

We were founded in 1997 by healthcare professionals affiliated with Columbia University Medical Center/New York-Presbyterian Hospital to develop and commercialize an alternative method to hemodialysis. We have extended our filtration technologies to meet the demand for liquid purification in other areas, in particular, water purification.





COVID-19 Pandemic


Most customers and prospects - including healthcare, hospitality, and food and beverage- have begun to re-open to our sales activity as the country has progressed through the COVID-19 pandemic. Furthermore, our filter emergency response business has begun to normalize. We expect the pandemic to continue its overall trend toward abatement in the coming months, but recent infection increases from new viral variants such as the Delta variant may interrupt that abatement for a period of time.

During the pandemic, we maintained full operations, supporting our customers and strategic partners, with no significant interruptions in supply chain or service capabilities.

We believe that, as the COVID-19 pandemic generally subsides, we may experience a net positive impact on demand for our products, due especially to increased global awareness of infectious pathogens and the serious problems they cause. Specifically, we expect that:

? Purchase decisions for infection control filtration that had been deferred,

both in new and existing customer organizations, may be re-prioritized.

? Demand for our pathogen detection products may increase as unoccupied

buildings, including office buildings and hotels, are readied for

re-occupation. Extended periods of low, or no, water flow through building

piping creates opportunities for biofilm propagation - a problem our strategic

partners are trained to eradicate.

? Demand for our commercial filtration products may increase as business returns

to hotels, casinos, and restaurants.






  22






Our Products



Water Filtration Products


We develop and sell water filtration products used in both medical and commercial applications. Our water filtration products employ multiple filtration technologies, as described below.

In medical markets, our primary filtration mechanism is to pass liquids through the pores of polysulfone hollow fiber. Our filters' pores are significantly smaller than those of competing products, resulting in highly effective elimination of waterborne pathogens, including legionella bacteria (the cause of Legionnaires disease) and viruses, which are not eliminated by most other microbiological filters on the market. Additionally, the fiber structure and pore density in our hollow fiber enables significantly higher flow rates than in other polysulfone hollow fiber.

Our primary sales strategy in medical markets is to sell through value-added resellers ("VARs"). Leveraging VARs has enabled us to expand rapidly our access to target customers without significant sales staff expansion. In addition, while we are currently focused in medical markets, the VARs that support these customers also support a wide variety of commercial and industrial customers. We believe that our VAR relationships will facilitate growth in filter sales outside of the medical industry.

In commercial markets, we develop and sell our Nephros- and AETHER-branded filters, for which carbon-based absorption is the primary filtration mechanism. Aether products allow us to improve water's odor and taste, to reduce scale and heavy metals, and to reduce other water contaminants for customers who are primarily in the food service, convenience store, and hospitality industries.

Our Aether filter offerings have the potential to generate accretive revenue growth in at least three ways. First, we expect the business to continue its organic growth. Second, cross-selling opportunities are generated by offering taste/odor-focused products to the medical markets, as well as pathogen-focused filtration to the commercial markets. Finally, as part of the more substantial Nephros organization, Aether may be able to compete for larger filtration contracts than may have been available to it as a smaller, independent firm. In the year since we acquired the AETHER brand, we have seen some promising results in each of these strategies, but it is still too early to judge the likelihood or magnitude of their long-term success.

In commercial markets, our model combines both direct and indirect sales. Our sales staff have sold products directly to a number of convenience stores, hotels, casinos, and restaurants. We are also pursuing large corporate contracts through partnerships.





Target Markets


Our ultrafiltration products currently target the following markets:

? Hospitals and Other Healthcare Facilities: Filtration of water for washing and

drinking as an aid in infection control. The filters produce water that is

suitable for wound cleansing, cleaning of equipment used in medical procedures,

and washing of surgeons' hands.

? Dialysis Centers: Filtration of water or bicarbonate concentrate used in

hemodialysis.

? Commercial Facilities: Filtration and purification of water for consumption,

including for use in ice machines and soft drink dispensers.

? Military and Outdoor Recreation: Individual water purification devices used by

soldiers and backpackers to produce drinking water in the field, as well as

filters customized to remote water processing systems.

Hospitals and Other Healthcare Facilities. Nephros filters are a leading tool used to provide proactive protection to patients in high-risk areas (e.g., ice machines, surgical rooms, NICUs) and reactive protection to patients in broader areas during periods of water pathogen outbreaks. Our products are used in hundreds of medical facilities to aid in infection control, both proactively and reactively.

According to the American Hospital Association, approximately 6,200 hospitals, with approximately 931,000 beds, treated over 36 million patients in the United States in 2017. The U.S. Centers for Disease Control and Prevention estimates that healthcare associated infections ("HAI") occurred in approximately 1 out of every 31 hospital patients, or about 687,000 patients in 2015. HAIs affect patients in hospitals or other healthcare facilities and are not present or incubating at the time of admission. They also include infections acquired by patients in the hospital or facility, but appearing after discharge, and occupational infections among staff. Many HAIs are caused by waterborne bacteria and viruses that can thrive in aging or complex plumbing systems often found in healthcare facilities.

In June 2017, the Center for Clinical Standards and Quality at the Centers for Medicare and Medicaid Services ("CMS") announced the addition of requirements for facilities to develop policies and procedures that inhibit the growth and spread of legionella and other opportunistic pathogens in building water systems. Going forward, CMS surveyors will review policies, procedures, and reports documenting water management implementation results to verify that facilities are compliant with these requirements. We believe that these CMS regulations may have a positive impact on the sale of our HAI-inhibiting ultrafilters.





  23





We currently have FDA 510(k) clearance on the following portfolio of medical device products for use in the hospital setting to aid in infection control:





  ? The DSU-H and SSU-H are in-line, 0.005-micron ultrafilters that provide dual-
    and single-stage protection, respectively, from waterborne pathogens. They are
    primarily used to filter potable water feeding ice machines, sinks, and
    medical equipment, such as endoscope washers and surgical room humidifiers.
    The DSU-H has an up to 6-month product life in a typical hospital setting,
    while the SSU-H has an up to 3-month life.

  ? The S100 is a point-of-use, 0.01-micron microfilter that provides protection
    from waterborne pathogens. The S100 is primarily used to filter potable water
    feeding sinks and showers. The S100 has an up to 3-month product life when
    used in a hospital setting.

  ? The HydraGuardTM and HydraGuardTM - Flush are 0.005-micron cartridge
    ultrafilters that provide single-stage protection from waterborne pathogens.
    The HydraGuard ultrafilters are primarily used to filter potable water feeding
    ice machines and medical equipment, such as endoscope washers and surgical
    room humidifiers. The HydraGuard has an up to 6-month product life and the
    HydraGuard - Flush has an up to 12-month product life when used in a hospital
    setting.



Our complete hospital infection control product line, including in-line, point-of-use, and cartridge filters, can be viewed on our website at http://www.nephros.com/infection-control/. We are not including the information on our website as a part of, nor incorporating it by reference into, this Quarterly Report on Form 10-Q.

Dialysis Centers - Water/Bicarbonate. In the dialysis water market, Nephros ultrafiltration products are among the highest performing products on the market. The DSU-D, SSU-D and the SSUmini have become the standard endotoxin filter in many portable reverse osmosis systems. The EndoPur®, our large-format ultrafilter targeted at dialysis clinic water systems, provides the smallest pore size available. Following a long pilot project at a major dialysis provider, we are now seeing growth in the use of this product. In addition, we aim to expand EndoPur's usage into heat-disinfected water systems, which will further open the market for this product.

To perform hemodialysis, all dialysis clinics have dedicated water purification systems to produce water and bicarbonate concentrate, two essential ingredients for making dialysate, the liquid that removes waste material from the blood. According to the American Journal of Kidney Diseases, there are approximately 6,500 dialysis clinics in the United States servicing approximately 468,000 patients annually. We estimate that there are over 100,000 hemodialysis machines in operation in the United States.

Medicare is the main payer for dialysis treatment in the United States. To be eligible for Medicare reimbursement, dialysis centers must meet the minimum standards for water and bicarbonate concentrate quality set by the Association for the Advancement of Medical Instrumentation ("AAMI"), the American National Standards Institute ("ANSI") and the International Standards Organization ("ISO"). We anticipate that the stricter standards approved by these organizations in 2009 will be adopted by Medicare in the near future.

We currently have FDA 510(k) clearance on the following portfolio of medical device products for use in the dialysis setting to aid in bacteria, virus, and endotoxin retention:





  ? The DSU-D, SSU-D and SSUmini are in-line, 0.005-micron ultrafilters that
    provide protection from bacteria, viruses, and endotoxins. All of these
    products have an up to 12-month product life in the dialysis setting and are
    used to filter water following treatment with a reverse osmosis ("RO") system,
    and to filter bicarbonate concentrate. These ultrafilters are primarily used
    in the water lines and bicarbonate concentrate lines leading into dialysis
    machines, and as a polish filter for portable RO machines.

  ? The EndoPur is a 0.005-micron cartridge ultrafilter that provides single-stage
    protection from bacteria, viruses, and endotoxins. The EndoPur has an up to
    12-month product life in the dialysis setting, and is used to filter water
    following treatment with an RO system. More specifically, the EndoPur is used
    primarily to filter water in large RO systems designed to provide ultrapure
    water to an entire dialysis clinic. The EndoPur is a cartridge-based, "plug
    and play" market entry that requires no plumbing at installation or
    replacement. The EndoPur is available in 10", 20", and 30" configurations.



Commercial and Industrial Facilities. Our commercial NanoGuard® product line accomplishes ultrafiltration via small pore size (0.005 micron) technology, filtering bacteria and viruses from water. In addition, the recently acquired AETHER brand expands our product line to include water filtration and purification technologies that are primarily focused on improving odor and taste and on reducing scale and heavy metals from filtered water.

We purchased the AETHER brand to expedite our access to commercial markets and to expand our filtration expertise and capabilities. Our commercial market focus is in the hotel, restaurant, and convenience store markets. In the first year post-acquisition, we upgraded Aether facilities to increase production and logistics capacity, integrated Aether products into the Nephros infection control product portfolio, and initiated sales efforts with a number of large commercial customers. We have recently added to our commercial sales team and, going forward, expect to close on one or more large contracts that may result in step-change increases in commercial market revenue.





  24





Over time, we believe that the same water safety management programs currently underway at medical facilities may migrate to commercial markets. As the epidemiology of waterborne pathogens expands, links to contamination sources will become more efficient and the data more readily available. In cases where those sources are linked to restaurants, hotels, office buildings and residential complexes, the corporate owners of those facilities will likely face increasing liability exposure. We expect that building owners will come to understand ASHRAE-188, which outlines risk factors for buildings and their occupants, and provides water safety management guidelines. We believe, in time, most commercial buildings will need to follow the basic requirements of ASHRAE-188: create a water management plan, perform routine testing, and establish a plan to treat the building in the event of a positive test.

As demand for water testing and microbiological filtration grows, we will be ready to deploy our expertise and solutions based on years of experience servicing the medical market. We believe that we have an opportunity to offer unique expertise and products to the commercial market, and that our future revenue from the commercial market could even surpass our infection control revenue.

We currently market the following portfolio of proprietary products for use in the commercial, industrial, and food service settings:





  ? The NanoGuard set of products are in-line, 0.005-micron ultrafilter that
    provides dual-stage retention of any organic or inorganic particle larger than
    15,000 Daltons. NanoGuard products are designed to fit a variety of existing
    plumbing configurations, including 10" and 20" standard housings, and AETHER
    and Everpure® manifolds. Included in the NanoGuard product line are both
    conventional and flushable filters.




  ? The AETHER line of commercial filters, which are also sold under the Nephros
    brand, provide a variety of technology solutions that improve water quality in
    food service, convenience store, hospitality, and industrial applications.
    AETHER filters improve water taste and odor, and reduce sediment, dirt, rust
    particles and other solids, chlorine and heavy minerals, lime scale build-up,
    and both particulate lead and soluble lead.



AETHER products combine effectively with NanoGuard ultrafiltration technologies to offer full-featured solutions to the commercial water market, including to existing users of Everpure filter manifolds.

Military and Outdoor Recreation. We developed our individual water treatment device ("IWTD") in both in-line and point-of-use configurations. Our IWTD allows a soldier in the field to derive drinking water from any freshwater source. This enables the soldier to remain hydrated, to help maintain mission effectiveness and unit readiness, and to extend mission reach. Our IWTD has been validated by the military to meet the NSF Protocol P248 standard. It has also been approved by the U.S. Army Public Health Command and the U.S. Army Test and Evaluation Command for deployment.

In May 2015, we entered into a Sublicense Agreement (the "Sublicense Agreement") with CamelBak Products, LLC ("CamelBak"). Under this Sublicense Agreement, we granted CamelBak an exclusive, non-transferable, worldwide (with the exception of Italy) sublicense and license, in each case solely to market, sell, distribute, import and export the IWTD. In exchange for the rights granted to CamelBak, CamelBak agreed, through December 31, 2022, to pay us a percentage of the gross profit on any sales made to a branch of the U.S. military, subject to certain exceptions, and to pay us a fixed per-unit fee for any other sales made. CamelBak was also required to meet or exceed certain minimum annual fees payable to us, and, if such fees are not met or exceeded, we were able to convert the exclusive sublicense to a non-exclusive sublicense with respect to non-U.S. military sales. In the first quarter of 2019, the Sublicense Agreement was amended to eliminate the minimum fee obligations starting May 6, 2018 and, as such, CamelBak has no further minimum fee obligations. Related to this Sublicense Agreement, approximately $20,000 of revenue was recognized in the three and nine months ended September 30, 2021. There was no royalty revenue recognized during the three or nine months ended September 30, 2020. CamelBak product sales have been slower than originally expected. However, military contracts often take years to close, and we remain optimistic about these products and markets.





Pathogen Detection Systems



Pathogen Detection in Infection Control. We recently expanded our portfolio of solutions with the introduction of our PluraPath™ pathogen detection system, which we believe represents a significant growth opportunity for Nephros.

We developed the PluraPath pathogen detection system to provide real-time data to infection control teams executing their water management plans. We integrated our ultrafilter technology with emerging, quantitative polymerase chain reaction (qPCR) technology and real-time analytics. We chose a portable, open-source qPCR platform that allows us to parallel-processes up to 15 different bacteria and virus assays. We worked with industry experts to select and develop DNA- and RNA-based assays that could meet our goals of providing quantitative precision within one hour. We also developed a mobile application to extract and process the data real-time. Furthermore, we designed the system so that anyone can perform qPCR testing, not just someone with training in microbiological laboratory techniques.





  25





With the PluraPath system, it will be possible to map and track the changes to levels of multiple bacterial and viral pathogens in a building's water system on a real-time basis, at cost levels equivalent to assays that currently take 24-72 hours or more and typically provide data on only a single pathogen. Using PluraPath, we expect that infection control teams will be able to quickly assess approximate levels of a broad array of pathogens in their water systems, and optimally focus their secondary disinfection efforts and point-of-use filtration; services and products offered by our strategic partners.

The PluraPath system does not replace culture-based assays, which are the current regulatory requirements for confirmation in testing for waterborne pathogens. Rather, we believe PluraPath will become a valuable tool in the arsenal of defense, permitting faster decision making about a larger target population of pathogens. Our objective is to provide our customers and strategic partners with a user-friendly system that delivers dependable, actionable data to infection control teams in less than an hour.

Pathogen Detection in Dialysis Facilities. We have also been investigating pathogen detection efforts in the dialysis space. The LAL (limulus amebocyte lysate) test is a dialysis industry standard assay that identifies the presence of potential endotoxins, agnostic to the source species. The source of endotoxins are gram-negative bacteria. LAL testing routinely takes 48-72 hours to provide results from the time of shipping the sample to a central laboratory. When dialysis clinics have urgent contamination or severely elevated endotoxin issues, they may have to shut down for extended periods of time creating enormous logistical issues for patients and increasing the cost of care.

To provide a real-time solution for this testing paradigm, we announced the DialyPath™ pathogen detection and endotoxin estimation system in October 2020. The DialyPath system mirrors our PluraPath but includes a gram-negative DNA marker test and test for six different gram-negative bacteria. The DialyPath system is designed to provide data on two test samples in one run in less than one hour. The system will provide an estimate of the overall endotoxin in the sample, as well as estimated levels of six specific endotoxin-generating bacteria known to be frequent invaders of dialysis clinic water systems.

Facility-Wide Pathogen Detection. Bacterial contaminants in water systems can originate from thousands of different bacterial families. The technology now exists to map the water system biome in real-time, on-site, using an enhanced form of the portable PluraPath system and a bioinformatics database. The SequaPath system provides the capability to screen water for over 20,000 different bacterial genera (families), including genera of the 40+ pathogenic bacteria listed by the Centers for Disease Control & Prevention (CDC) in their "Opportunistic Pathogens of Premise Plumbing." The system incorporates our proprietary filtration technology and a DNA sequencing step that makes it possible to screen rapidly for genera of waterborne pathogens. Like PluraPath, the SequaPath platform is portable, allowing for same-day on-site analysis.

The SequaPath technology was used in 2020 to perform an academic study that found far more bacteria in buildings unoccupied during the COVID-19 pandemic than in occupied buildings. The potential for building biome mapping is enormous. We are developing the technology, processes, and procedures to perform as many as 96 tests in a single run. SequaPath is currently available as a service offering.

While this service could be of value to the management of any water system in any building in any part of the world, we will first focus on the hospital customers of our strategic partners. Once proven in the hospital space, we believe that SequaPath has the potential to shift the building water testing paradigm across multiple markets and geographies.

On July 9, 2021, the Company acquired 100% of GenArraytion, Inc. ("GenArraytion"). The acquisition did not qualify as a business combination and, as a result, was accounted for as an asset acquisition. The Company issued 123,981 shares of the Company's common stock to GenArraytion, reflecting an aggregate purchase price of $1.2 million. This acquisition will give us access to GenArraytion's many proprietary assays, multiplexing technology, and selection methods for detecting waterborne pathogens and other microorganisms using Polymerase Chain Reaction technology. GenArraytion's assets will be integrated into our Pathogen Detection Systems segment.

Specialty Renal Products: HDF System





Introduction to HDF


The current standard of care in the United States for patients with chronic renal failure is hemodialysis ("HD"), a process in which toxins are cleared via diffusion. Patients typically receive HD treatments at least 3 times weekly for 3-4 hours per treatment. HD is most effective in removing smaller, easily diffusible toxins. For patients with acute renal failure, the current standard of care in the United States is hemofiltration ("HF"), a process where toxins are cleared via convection. HF offers a much better removal of larger sized toxins when compared to HD; however, HF treatment is more challenging for patients, as it is performed on a daily basis, and typically takes 12-24 hours per treatment.





  26





Hemodiafiltration ("HDF") is an alternative dialysis modality that combines the benefits of HD and HF into a single therapy by clearing toxins using both diffusion and convection. Though not widely used in the United States, HDF is prevalent in Europe and is performed for a growing number of patients. Clinical experience and literature show the following clinical and patient benefits of HDF:





  ? Enhanced clearance of middle and large molecular weight toxins
  ? Improved survival - up to a 35% reduction in mortality risk
  ? Reduction in the occurrence of dialysis-related amyloidosis
  ? Reduction in inflammation
  ? Reduction in medication such as EPO and phosphate binders
  ? Improved patient quality of life
  ? Reduction in number of hospitalizations and overall length of stay



However, like HD, HDF can be resource-intensive and can require a significant amount of time to deliver one course of treatment.





Nephros HDF Background


Over the course of our history, we originally developed a medical device that enabled a standard HD machine to perform HDF. We refer to our approach as an on-line mid-dilution hemodiafiltration ("mid-dilution HDF") system. Our original solution included an OLp?r H2H Hemodiafiltration Module ("H2H Module"), an OLp?r MD 220 Hemodiafilter ("HDF Filter") and an H2H Substitution Filter ("Dialysate Filter").

Our H2H Module attaches to a standard HD machine to perform on-line HDF therapy. The HD machine controls and monitors the basic treatment functions, as it would normally when providing HD therapy. The H2H Module is a free-standing, movable device that is placed next to either side of an HD machine. The H2H Module connects to the clinic's water supply, drain, and electricity.

The H2H Module utilizes the HDF Filter, and is very similar to a typical hollow fiber dialyzer assembled with a single hollow fiber bundle made with a high-flux (or high-permeability) membrane. The fiber bundle is separated into two discrete, but serially connected, blood paths. Dialysate flows in one direction that is counter-current to blood flow in Stage 1 and co-current to blood flow in Stage 2.

In addition to the HDF Filter, the H2H Module also utilizes a Dialysate Filter during patient treatment. The Dialysate Filter is a hollow fiber, ultrafilter device that consists of two sequential (redundant) ultrafiltration stages in a single housing. During on-line HDF with the H2H Module, fresh dialysate is redirected by the H2H Module's hydraulic (substitution) pump and passed through this dual-stage ultrafilter before being infused as substitution fluid into the extracorporeal circuit. Providing ultrapure dialysate is crucial for the success of on-line HDF treatment.

Our original HDF system conformed with current ANSI/AAMI/ISO standards and was cleared by the U.S. Food and Drug Administration ("FDA") for the treatment of patients with chronic renal failure in 2012. To date, our HDF System is the only HDF system cleared by the FDA.

Over the last four years, DaVita Healthcare Partners, the Renal Research Institute (a research division of Fresenius Medical Care), and Vanderbilt University conducted post-market evaluations of our hemodiafiltration system in their clinics. We gathered direct feedback from these evaluations to develop a better understanding of how our system best fits into the current clinical and economic ESRD treatment paradigm. The ultimate goal of the evaluations was to better understand the potential for HDF in the U.S. clinical setting in order to (a) improve the quality of life for the patient, (b) reduce overall expenditure compared to other dialysis modalities, (c) minimize the impact on nurse work flow at the clinic, and (d) demonstrate the pharmacoeconomic benefit of the HDF technology to the U.S. healthcare system, as has been done in Europe with other HDF systems. The last evaluation was concluded at Vanderbilt in the first quarter of 2018.

Specialty Renal Products, Inc.

Over the past two years, we have dramatically simplified and redesigned our HDF device. Our updates have made the system significantly easier to use. By shifting from a reusable substitution ultrafilter to a disposable substitution ultrafilter, we were able to simplify the set-up process and substantially reduce the time required between patient treatments - two of the key complaints from users of our first-generation system. We used real-time user feedback to aid in the fine-tuning of our changes to the system that impacted usability. We believe our second-generation HDF system will meet the needs of both clinicians and patients.

In 2018, we spun-off the development of the HDF device into SRP. We raised $3 million of outside capital directly into SRP to fund the second-generation development described above. Nephros maintains a 62.5% ownership stake in SRP.

We submitted the second-generation HDF system for FDA clearance in June 2021. Once it is cleared, we intend to launch it at 2-3 clinics with previous experience with our device. We plan to then expand our efforts, on a measured basis, to clinics that wish to provide HDF therapy to their patients. At this time, we do not believe making a rapid and broad push into the market would be optimal. Nephrologists in the United States are not trained on HDF therapy; however, many nephrologists want to explore the option and we believe that early adopters will want to perform studies to better understand the technology. We intend to support these investigator-initiated studies.





  27





While a number of studies have been performed in Europe, the body of evidence for optimal use of HDF needs to be built in the U.S. treatment setting. According to European data from Fresenius, over 15% of dialysis treatments are HDF. That could translate to over 10 million individual treatments if HDF achieved that level of penetration in the United States. We do not believe that the United States will instantaneously mirror Europe. However, we do believe that HDF therapy has a place in the treatment landscape for patients with ESRD in the United States, and we look forward to enabling this pathway.





Critical Accounting Policies


For the nine-month period ended September 30, 2021, there were no significant changes to our critical accounting policies as identified in our Annual Report on Form 10-K for the year ended December 31, 2020.

Recent Accounting Pronouncements

We are subject to recently issued accounting standards, accounting guidance and disclosure requirements. For a description of these new accounting standards, see Note 2, "Basis of Presentation and Liquidity," of the Notes to our Unaudited Condensed Consolidated Interim Financial Statements contained in Item 1 of Part I of this Quarterly Report on Form 10-Q, which is incorporated herein by reference.





Results of Operations



Fluctuations in Operating Results

Our results of operations have fluctuated significantly from period to period in the past and are likely to continue to do so in the future. We anticipate that our annual results of operations will be impacted for the foreseeable future by several factors, including the progress and timing of expenditures related to our research and development efforts, marketing expenses related to product launches, timing of regulatory approval of our various products and market acceptance of our products.

Three Months Ended September 30, 2021 Compared to the Three Months Ended September 30, 2020





The following table sets forth our summarized, consolidated results of
operations for the three months ended September 30, 2021 and 2020 (in thousands,
except percentages):



                                                                      $               %
                                                                  Increase        Increase
                                      2021           2020        (Decrease)      (Decrease)
Total net revenues                 $    2,637     $    2,121     $       516              24 %
Cost of goods sold                      1,225            896             329              37 %
Gross margin                            1,412          1,225             187              15 %
Gross margin %                             54 %           58 %             -              (4 )%
Research and development
expenses                                  632            751            (119 )           (16 )%
Depreciation and amortization
expense                                    50             49               1               2 %
Selling, general and
administrative expenses                 1,892          1,544             348              23 %
Change in fair value of
contingent consideration                    -           (187 )          (187 )          (100 )%
Loss from operations                   (1,162 )         (932 )           230              25 %
Interest expense                          (10 )          (22 )           (12 )           (55 )%
Interest income                             2              3              (1 )           (33 )%
Other income (expense), net                 8            (61 )            69             113 %
Net loss                               (1,162 )       (1,012 )           150              15 %
Less: Undeclared deemed dividend
attributable to noncontrolling
interest                                  (60 )          (60 )             -               -
Net loss attributable to
Nephros, Inc.                      $   (1,222 )   $   (1,072 )   $       150              14 %




  28





Net Revenues. Our business is reported in three reportable segments: Water Filtration, Pathogen Detection and Renal Products. Our net revenues in each of these segments for the three months ended September 30, 2021 and 2020 (in thousands, except percentages) were as follows:





                                                  $                %
                                               Increase         Increase
                      2021        2020        (Decrease)       (Decrease)
Water Filtration     $ 2,578     $ 2,121     $        457               22 %
Pathogen Detection        59           -               59              100 %
Renal Products             -           -                -                -
Total                $ 2,637     $ 2,121     $        516               24 %



Total net revenues in the Water Filtration segment increased 22% as a result of increased medical device filter sales.

Total net revenues in the Pathogen Detection segment increased 100% reflecting early receptivity of the market to our pathogen detection products.





Gross Profit Margin



                                              %
                                           Increase
                     2021      2020       (Decrease)
Water Filtration        53 %      58 %             (5 )%
Pathogen Detection      88 %       - %             88 %
Renal Products           - %       - %             -%
Total                   54 %      58 %             (4 )%



Consolidated gross margin was approximately 54% for the three months ended September 30, 2021 compared to approximately 58% for the three months ended September 30, 2020. The decrease of approximately 4% was driven by the Water Filtration segment primarily as a result of increased shipping costs and inventory adjustments.

Research and Development Expenses

Research and development expenses by segment for the three months ended September 30, 2021 and 2020 (in thousands, except percentages) were as follows:





                                              $               %
                                          Increase         Increase
                     2021      2020      (Decrease)       (Decrease)
Water Filtration     $ 363     $ 359     $         4                1 %
Pathogen Detection     237        49             188              384 %
Renal Products          32       343            (311 )            (91 )%
Total                $ 632     $ 751     $      (119 )            (16 )%



Consolidated research and development expenses decreased $0.1 million primarily due to decreasing investment in the second-generation HDF product in the Renal Products segment, partially offset by increased R&D investments in our Pathogen Detection products.





  29





Selling, General and Administrative Expenses





Selling, general and administrative expenses by segment for the three months
ended September 30, 2021 and 2020 (in thousands, except percentages) were as
follows:



                                                  $                %
                                               Increase         Increase
                      2021        2020        (Decrease)       (Decrease)
Water Filtration     $ 1,703     $ 1,317     $        386               29 %
Pathogen Detection       175         116               59               51 %
Renal Products            14         111              (97 )            (87 )%
Total                $ 1,892     $ 1,544     $        348               23 %



Consolidated selling, general and administrative expenses increased $0.3 million primarily due to increased headcount related expenditures of $0.3 million in the Water Filtration segment.





Interest Expense


Interest expense was approximately $10,000 for the three months ended September 30, 2021 compared to $22,000 for the three months ended September 30, 2020. Both expenses included our secured note payable. The $12,000 reduction is primarily due to elimination of our contingent consideration accretion expense.





Other Income (Expense), net


Other income of approximately $8,000 for the three months ended September 30, 2021 is related to foreign currency exchange gains. Other expense of approximately $61,000 for the three months ended September 30, 2020 is related to foreign currency exchange losses.

Nine Months Ended September 30, 2021 Compared to the Nine Months Ended September 30, 2020





The following table sets forth our summarized, consolidated results of
operations for the nine months ended September 30, 2021 and 2020 (in thousands,
except percentages):



                                                                       $                 %
                                                                    Increase         Increase
                                      2021           2020          (Decrease)       (Decrease)
Total net revenues                 $    7,639     $    6,227     $        1,412              23 %
Cost of goods sold                      3,365          2,616                749              29 %
Gross margin                            4,274          3,611                663              18 %
Gross margin %                             56 %           58 %                -              (2 )%
Research and development
expenses                                1,675          2,150               (475 )           (22 )%
Depreciation and amortization
expense                                   151            142                  9               6 %
Selling, general and
administrative expenses                 5,745          5,104                641              13 %
Change in fair value of
contingent consideration                    -           (229 )             (229 )          (100 )%
Loss from operations                   (3,297 )       (3,556 )             (259 )            (7 )%
Interest expense                          (34 )          (95 )              (61 )           (64 )%
Interest income                             8              8                  -               -
Forgiveness of PPP Loan                   482              -                482             100 %
Other income (expense), net                16           (124 )              140             113 %
Net loss                               (2,825 )       (3,767 )             (942 )           (25 )%
Less: Undeclared deemed dividend
attributable to noncontrolling
interest                                 (179 )         (179 )                -               -
Net loss attributable to
Nephros, Inc.                      $   (3,004 )   $   (3,946 )   $         (942 )           (24 )%




  30





Net Revenues. Our business is reported in three reportable segments: Water Filtration, Pathogen Detection and Renal Products. Our net revenues in each of these segments for the nine months ended September 30, 2021 and 2020 (in thousands, except percentages) were as follows:





                                                  $                %
                                               Increase         Increase
                      2021        2020        (Decrease)       (Decrease)
Water Filtration     $ 7,504     $ 6,199     $      1,305               21 %
Pathogen Detection       135          28              107              382 %
Renal Products             -           -                -                -
Total                $ 7,639     $ 6,227     $      1,412               23 %



Total net revenues in the Water Filtration segment increased 21% as a result of increased medical device filter sales.

The increase in total net revenues in the Pathogen Detection segment reflects early receptivity of the market to our pathogen detection products.





Gross Profit Margin



                                              %
                                           Increase
                     2021      2020       (Decrease)
Water Filtration        55 %      58 %             (3 )%
Pathogen Detection      83 %      51 %             33 %
Renal Products           - %       - %              %
Total                   56 %      58 %             (2 )%



Consolidated gross margin was approximately 56% for the nine months ended September 30, 2021 compared to approximately 58% for the nine months ended September 30, 2020. The decrease of approximately 2% was driven by inventory adjustments.

Research and Development Expenses

Research and development expenses by segment for the nine months ended September 30, 2021 and 2020 (in thousands, except percentages) were as follows:





                                                  $               %
                                              Increase         Increase
                      2021        2020       (Decrease)       (Decrease)
Water Filtration     $   961     $ 1,014     $       (53 )             (5 )%
Pathogen Detection       505         206             299              145 %
Renal Products           209         930            (721 )            (78 )%
Total                $ 1,675     $ 2,150     $      (475 )            (22 )%



Consolidated research and development expenses decreased $0.5 million primarily due to decreasing investment in the second-generation HDF product in the Renal Products segment, partially offset by increased R&D investments in our Pathogen Detection products.

Selling, General and Administrative Expenses





Selling, general and administrative expenses by segment for the nine months
ended September 30, 2021 and 2020 (in thousands, except percentages) were as
follows:



                                                  $               %
                                              Increase         Increase
                      2021        2020       (Decrease)       (Decrease)
Water Filtration     $ 5,314     $ 4,381     $       933               21 %
Pathogen Detection       372         377              (5 )             (1 )%
Renal Products            59         346            (287 )            (83 )%
Total                $ 5,745     $ 5,104     $       641               13 %




  31





Consolidated selling, general and administrative expenses increased $0.6 million primarily due to increased headcount related expenditures of $0.9 million in the Water Filtration segment, which were partially offset by a decrease in headcount related expenditures of $0.3 million in the Renal Products segment as a result decreasing investment in the second-generation HDF product, which was submitted for 510(k) FDA clearance in June 2021.





Interest Expense


Interest expense was approximately $34,000 for the nine months ended September 30, 2021 compared to $95,000 for the nine months ended September 30, 2020. Both expenses included our secured note payable. The $61,000 reduction is primarily due to elimination of both our secured revolving credit facility and contingent consideration accretion expense.





Extinguishment of PPP loan


Our outstanding PPP loan was forgiven in January 2021 resulting in an extinguishment of approximately $482,000.





Other Income (Expense), net


Other income was approximately $16,000 for the nine months ended September 30, 2021 as a result of gains on foreign currency transactions. Other expense was approximately $124,000 for the nine months ended September 30, 2020 as a result of losses on foreign currency transactions.

Liquidity and Capital Resources

The following table summarizes our liquidity and capital resources as of September 30, 2021 and December 31, 2020 and is intended to supplement the more detailed discussion that follows. The amounts stated are expressed in thousands.





                                   September 30,       December 31,
Liquidity and Capital Resources        2021                2020
Cash and cash equivalents         $         7,350     $        8,249
Other current assets                        6,271              6,905
Working capital                            11,798             13,829
Stockholders' equity                       15,330             15,573



At September 30, 2021, we had an accumulated deficit of $134.7 million and we expect to incur additional operating losses from operations until such time, if ever, that we are able to increase product sales and/or licensing revenue to achieve profitability.

Based on cash that is available for our operations and projections of our future operations, we believe that our cash resources will be sufficient to fund our current operating plan through at least the next 12 months from the date of issuance of the condensed consolidated financial statements in this Quarterly Report on Form 10-Q. Additionally, our operating plans are designed to help control operating costs, to increase revenue and to raise additional capital until such time as we generate sufficient cash flows to fund operations. If there were a decrease in the demand for our products due to either economic or competitive conditions, or if we are otherwise unable to achieve our plan, there could be a significant reduction in liquidity due to our possible inability to cut costs sufficiently.

Our future liquidity sources and requirements will depend on many other factors, including:





  ? the market acceptance of our products, and our ability to effectively and
    efficiently produce and market our products;
  ? the continued progress in, and the costs of, clinical studies and other
    research and development programs;
  ? the costs involved in filing and enforcing patent claims and the status of
    competitive products; and
  ? the cost of litigation, including potential patent litigation and any other
    actual or threatened litigation.



We expect to put our current capital resources to the following uses:





  ? the development, marketing, and sales of our water-filtration and water
    diagnostics product; and
  ? working capital purposes.



At September 30, 2021, we had cash and cash equivalents totaling $7.4 million and total assets of $17.2 million excluding the asset related to the License and Supply Agreement with Medica of $0.6 million.

Net cash used in operating activities was $1.1 million for the nine months ended September 30, 2021 compared to $5.4 million for the nine months ended September 30, 2020, a decrease of $4.3 million due primarily to a decrease of $0.5 million in inventory for the nine months ended September 30, 2021, compared to an increase in inventory of $2.8 million for the nine months ended September 30, 2020. Excess inventory was purchased during the nine months ended September 30, 2020 to reduce the risk of pandemic-related supply chain disruptions. Since no such disruption took place, the excess inventory is being sold through in 2021, thus reducing inventory levels.





  32





Net cash used in investing activities was approximately $0.1 million for the nine months ended September 30, 2021 compared to $0.2 million for the nine months ended September 30, 2021. The change is due primarily due to decreased purchases of property and equipment.

Net cash provided by financing activities of $0.3 million for the nine months ended September 30, 2021 resulted primarily from proceeds from the exercise of warrants and options of $0.5 million offset partially by payments of $0.2 million on our secured note.

Net cash provided by financing activities of $6.6 million for the nine months ended September 30, 2020 resulted from net proceeds from the issuance of common stock of $6.8 million, proceeds from the PPP loan of $0.5 million and proceeds from the exercise of warrants and options of $0.2 million, offset partially by net payments on our secured revolving credit facility of $0.6 million, payments of $0.2 million on our secured note, and payment of approximately $79,000 on our contingent consideration.

Off-Balance Sheet Arrangements

We did not have any off-balance sheet arrangements as of September 30, 2021.





Forward-Looking Statements


Certain statements in this Quarterly Report on Form 10-Q constitute "forward-looking statements". Such statements include statements regarding the efficacy and intended use of our technologies under development, the timelines and strategy for bringing such products to market, the timeline for regulatory review and approval of our products, the availability of funding sources for continued development of such products, and other statements that are not historical facts, including statements which may be preceded by the words "intends," "may," "will," "plans," "expects," "anticipates," "projects," "predicts," "estimates," "aims," "believes," "hopes," "potential" or similar words. Forward-looking statements are not guaranties of future performance, are based on certain assumptions and are subject to various known and unknown risks and uncertainties, many of which are beyond our control. Actual results may differ materially from the expectations contained in the forward-looking statements. Factors that may cause such differences include, but are not limited to, the risks that:

? we face significant challenges in obtaining market acceptance of our products,

which could adversely affect our potential sales and revenues;

? product-related deaths or serious injuries or product malfunctions could

trigger recalls, class action lawsuits and other events that could cause us to

incur expenses and may also limit our ability to generate revenues from such

products;

? we face potential liability associated with the production, marketing and sale

of our products, and the expense of defending against claims of product

liability could materially deplete our assets and generate negative publicity,

which could impair our reputation;

? to the extent our products or marketing materials are found to violate any

provisions of the U.S. Food, Drug and Cosmetic Act or any other statutes or

regulations, we could be subject to enforcement actions by the FDA or other

governmental agencies;

? we may not be able to obtain funding if and when needed or on terms favorable

to us in order to continue operations;

? we may not have sufficient capital to successfully implement our business plan;

? we may not be able to effectively market our products;

? we may not be able to sell our water filtration products, pathogen detection

systems or chronic renal failure therapy products at competitive prices or

profitably;

? we may encounter problems with our suppliers, manufacturers and distributors;

? we may encounter unanticipated internal control deficiencies or weaknesses or

ineffective disclosure controls and procedures;

? we may not obtain appropriate or necessary regulatory approvals to achieve our

business plan;

? products that appeared promising to us in research or clinical trials may not

demonstrate anticipated efficacy, safety or cost savings in subsequent

pre-clinical or clinical trials;

? we may not be able to secure or enforce adequate legal protection, including

patent protection, for our products;

? we may not be able to achieve sales growth in key geographic markets; and

? the effects of the Covid-19 pandemic may be more severe than we currently


   anticipate.



More detailed information about us and the risk factors that may affect the realization of forward-looking statements, including the forward-looking statements in this Quarterly Report on Form 10-Q, is set forth in our filings with the SEC, including our Annual Report on Form 10-K for the fiscal year ended December 31, 2020 and our other reports filed with the SEC. We urge investors and security holders to read those documents free of charge at the SEC's web site at www.sec.gov. We do not undertake to publicly update or revise our forward-looking statements as a result of new information, future events or otherwise, except as required by law.

33

© Edgar Online, source Glimpses