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.

We also have a subsidiary, Specialty Renal Products, Inc. ("SRP"), a development-stage medical device company that is focused primarily on developing hemodiafiltration ("HDF") technology. On May 13, 2022, the FDA gave 510(k) clearance to SRP's second-generation model of the OLp?r H2H Hemodiafiltration System, which 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 re-opened to our sales activity as the country has progressed through the COVID-19 pandemic. In addition, our filter emergency response business has normalized. We expect the pandemic to continue its overall trend toward abatement in the coming months, but recent infection increases from new viral variants may interrupt that abatement from time to time, as has occurred with the Delta and Omicron variants.

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 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.




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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 on 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 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 and Home/Portable Dialysis Machines: 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.

As of 2019, according to the American Hospital Association, there are approximately 6,100 hospitals in the U.S., with approximately 921,000 beds. In 2019, over 36 million patients were admitted to these hospitals. The U.S. Centers for Disease Control and Prevention ("CDC") estimates that healthcare associated infections ("HAI") occur in approximately 1 out of every 31 hospital patients, which calculates to over 1 million patients in 2019. 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.





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In January 2022, the Center for Clinical Standards and Quality at the Centers for Medicare and Medicaid Services ("CMS") expanded its requirements - originally implemented in 2017 - for facilities to develop policies and procedures that inhibit the growth and spread of legionella and other opportunistic pathogens in building water systems. In this 2022 update, CMS requires teams to be assigned to the development of formal water management plans ("WMPs"), as well as detailed documentation regarding the development of the WMPs and their execution. CMS surveyors regularly 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.

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 product 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 we anticipate 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 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" configuration.



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 AETHER brand expanded 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.





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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 on 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 several large commercial customers. In March 2022, we closed a contract to provide water filtration systems to an organization of approximately 3,000 Quick Service Restaurants ("QSR"). We continue to pursue other national accounts, which may result in step-change increases in commercial market revenue.

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, there was no royalty revenue recognized during the three and nine months ended September 30, 2022, and approximately $20,000 of revenue was recognized in the nine months ended September 30, 2021.





27






Hemodiafiltration (HDF) Systems and Specialty Renal Products, Inc.





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 daily, and typically takes 12-24 hours per treatment.

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 and First-Generation HDF

In the early 2000's, Nephros developed a medical device that enabled a standard HD machine to perform HDF. This first-generation device ("HDF1") was cleared by the U.S. Food and Drug Administration ("FDA") for the treatment of patients with chronic renal failure in 2012.

We refer to our approach as an on-line mid-dilution hemodiafiltration ("mid-dilution HDF") system. Our HDF1 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, which is similar to a typical hollow fiber dialyzer assembled with a single hollow fiber bundle made with a high-flux (or high-permeability) membrane. With the HDF Filter, however, 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.

In the years following the HDF1 product's FDA clearance, DaVita Healthcare Partners, the Renal Research Institute (a research division of Fresenius Medical Care), and Vanderbilt University conducted post-market evaluations of HDF1 in their clinics. We gathered feedback from these evaluations to develop a better understanding of how our system best fits into the clinical ESRD treatment paradigm. The purpose of this feedback was to better understand the potential for HDF in U.S. clinical settings, 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 workflow 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.





28






Specialty Renal Products and Second-Generation HDF

In 2017 and 2018, we dramatically simplified and redesigned our HDF1 device into a second-generation device (HDF2). Our updates made the system significantly easier to use. By shifting from a reusable substitution ultrafilter to a disposable substitution ultrafilter, we simplified the set-up process and substantially reduced 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 July 2018, we spun-off the HDF device into a new private entity, Specialty Renal Products, Inc. ("SRP.") We raised $3 million of new capital directly into SRP to fund the second-generation development described above. Nephros maintains a 62.5% ownership stake in SRP.

On May 13, 2022, the FDA cleared HDF2 for patient use, which enables nephrologists to provide HDF treatment to patients with end stage renal disease ("ESRD"). To date, Nephros's HDF1 and HDF2 systems are the only HDF systems cleared by the FDA.

In late 2022, we plan to launch the HDF2 system at 1-3 clinics to establish clinical experience. SRP is currently manufacturing devices and supplies for its commercial launch. We have also hired a Director of Operations to lead the commercial launch and select initial clinics.

In 2023, we plan to expand our efforts on a measured basis, to clinics that wish to provide HDF therapy to their patients. We believe this measured launch approach is more likely to be successful than a broader push into the market. Nephrologists in the United States are not trained on HDF therapy; however, we believe many nephrologists are interested in exploring the option. We also believe that early adopters will want to perform studies to better understand the technology. We intend to support these investigator-initiated studies.

While several 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 three and nine month period ended September 30, 2022, 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, 2021.

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, including recently, 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 market acceptance of our products, expense management, and progress in achieving positive operating cash flow. Due to these fluctuations, we believe that the period-to-period comparisons of our operating results are not a good indication of our future performance.





29






Three Months Ended September 30, 2022 Compared to the Three Months Ended September 30, 2021





The following table sets forth our summarized, consolidated results of
operations for the three months ended September 30, 2022 and 2021 (in thousands,
except percentages):



                                                                         $                %
                                                                      Increase        Increase
                                         2022           2021         (Decrease)      (Decrease)
Total net revenues                    $    2,409     $    2,578     $       (169 )            (7 )%
Cost of goods sold                         1,647          1,218              429              35 %
Gross margin                                 762          1,360             (598 )           (44 )%
Gross margin %                                32 %           53 %              -             (21 )%
Research and development expenses            252            395             (143 )           (36 )%
Depreciation and amortization
expense                                       48             49               (1 )            (2 )%
Selling, general and administrative
expenses                                   1,743          1,718               25               1 %
Loss from continuing operations           (1,281 )         (802 )           (479 )           (60 )%
Interest expense                              (4 )          (10 )              6              60 %
Interest income                                4              2                2             100 %
Other income (expense), net                   31              8               23             288 %
Net loss from continuing operations       (1,250 )         (802 )           (448 )           (56 )%
Net loss from discontinued
operations                                (1,904 )         (360 )         (1,544 )          (429 )%
Net loss                                  (3,154 )       (1,162 )         (1,992 )          (171 )%
Less: net loss due to undeclared
deemed dividends attributable to
continuing noncontrolling interest           (77 )          (60 )            (17 )           (28 )%
Net loss attributable to Nephros,
Inc. shareholders                     $   (3,231 )   $   (1,222 )   $     (2,009 )          (164 )%




Net Revenues.Our business is reported in two reportable segments: Water
Filtration and Renal Products. Our net revenues in each of these segments for
the three months ended September 30, 2022 and 2021 (in thousands, except
percentages) were as follows:



                                                $               %
                                            Increase         Increase
                    2022        2021       (Decrease)       (Decrease)
Water Filtration   $ 2,409     $ 2,578     $      (169 )             (7 )%
Renal Products           -           -               -                -
Total              $ 2,409     $ 2,578     $      (169 )             (7 )%



Total net revenues in the Water Filtration segment decreased 7%, primarily because certain customers pulled-ahead their planned third-quarter purchases into the second quarter, to avoid a price increase that took effect on June 1, 2022. This had the impact of increasing second quarter revenue by approximately $300,000 and decreasing third quarter revenue by a similar amount.





Gross Profit Margin



                                            %
                                         Increase
                   2022      2021       (Decrease)
Water Filtration      32 %      53 %            (21 )%
Renal Products         - %       - %             -%

Total                 32 %      53 %            (21 )%



Consolidated gross margin was approximately 32% for the three months ended September 30, 2022, compared to approximately 53% for the three months ended September 30, 2021.

The decrease of approximately 21% was driven by inventory reserve increases charged to expense, for expirations, certain product obsolescence and adjustments to inventory counts, amounting to 26%. This decrease in margin was partially offset by a 5% increase in product cost margins primarily as a result of implementing a broad price increase beginning on June 1, 2022.





30






Research and Development Expenses

Research and development expenses by segment for the three months ended September 30, 2022 and 2021 (in thousands, except percentages) were as follows:





                                            $               %
                                        Increase         Increase
                   2022      2021      (Decrease)       (Decrease)
Water Filtration   $ 184     $ 363     $      (179 )            (49 )%
Renal Products        68        32              36              113 %
Total              $ 252     $ 395     $      (143 )            (36 )%



Consolidated research and development expenses decreased $143,000 primarily due to decreased investment across product lines as products matured.

Selling, General and Administrative Expenses





Selling, general and administrative expenses by segment for the three months
ended September 30, 2022 and 2021 (in thousands, except percentages) were as
follows:



                                                $                %
                                             Increase         Increase
                    2022        2021        (Decrease)       (Decrease)
Water Filtration   $ 1,663     $ 1,704     $        (41 )             (2 )%
Renal Products          80          14               66              471 %
Total              $ 1,743     $ 1,718     $         25                1 %



Consolidated selling, general and administrative expenses increased $25,000, primarily due to miscellaneous cost avoidance in the Water Filtration segment, offset by expense increases in Renal Products as we prepare for commercial roll-out of the second-generation HDF product.





Interest Expense


Interest expense was approximately $4,000 for the three months ended September 30, 2022. It is comprised primarily of interest on our secured note payable. Interest expense was approximately $10,000 for the three months ended September 30, 2021, comprised primarily of interest on our secured note payable.





Other Income (Expense), net


Other income of approximately $31,000 for the three months ended September 30, 2022 is related to foreign currency exchange gains. Other income of approximately $8,000 for the three months ended September 30, 2021 is related to foreign currency exchange gains.





31






Nine Months Ended September 30, 2022 Compared to the Nine Months Ended September 30, 2021





The following table sets forth our summarized, consolidated results of
operations for the nine months ended September 30, 2022 and 2021 (in thousands,
except percentages):



                                                                         $                %
                                                                      Increase        Increase
                                         2022           2021         (Decrease)      (Decrease)
Total net revenues                    $    7,417     $    7,504     $        (87 )            (1 )%
Cost of goods sold                         4,195          3,342              853              26 %
Gross margin                               3,222          4,162             (940 )           (23 )%
Gross margin %                                43 %           55 %              -             (12 )%
Research and development expenses            896          1,170             (274 )           (23 )%
Depreciation and amortization
expense                                      162            150               12               8 %
Selling, general and administrative
expenses                                   5,806          5,373              433               8 %
Loss from continuing operations           (3,642 )       (2,531 )         (1,111 )           (44 )%
Interest expense                             (17 )          (34 )             17              50 %
Interest income                                7              8               (1 )           (13 )%
Forgiveness of PPP Loan                        -            482             (482 )          (100 )%
Other income (expense), net                   94             16               78              83 %
Net loss from continuing operations       (3,558 )       (2,059 )         (1,499 )           (73 )%
Net loss from discontinued
operations                                (2,700 )         (766 )         (1,934 )          (252 )%
Net loss                                  (6,258 )       (2,825 )         (3,433 )          (122 )%
Less: net loss due to undeclared
deemed dividends attributable to
continuing noncontrolling interest          (206 )         (179 )            (27 )           (15 )%
Net loss attributable to Nephros,
Inc. shareholders                     $   (6,464 )   $   (3,004 )   $     (3,460 )          (115 )%




Net Revenues.Our business is reported in two reportable segments: Water
Filtration and Renal Products. Our net revenues in each of these segments for
the nine months ended September 30, 2022 and 2021 (in thousands, except
percentages) were as follows:



                                                $                %
                                             Increase         Increase
                    2022        2021        (Decrease)       (Decrease)
Water Filtration   $ 7,417     $ 7,504     $        (87 )             (1 )%
Renal Products           -           -                -                -
Total              $ 7,417     $ 7,504     $        (87 )             (1 )%



Total net revenues in the Water Filtration segment decreased 1% in the nine months ended September 30, 2022.





Gross Profit Margin

                                            %
                                         Increase
                   2022      2021       (Decrease)
Water Filtration      43 %      55 %            (12 )%
Renal Products         - %       - %                %
Total                 43 %      55 %            (12 )%



Consolidated gross margin was approximately 43% for the nine months ended September 30, 2022, compared to approximately 55% for the nine months ended September 30, 2021.

The decrease of approximately 12% was driven by increased shipping costs, 2.4%, as well as inventory reserve increases charged to expense, for expirations, certain product obsolescence and adjustments to inventory counts, 9.5%. Responding to supply chain cost increases, we implemented a broad price increase beginning on June 1, 2022, which helped to partially offset the increases noted above.





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Research and Development Expenses

Research and development expenses by segment for the nine months ended September 30, 2022 and 2021 (in thousands, except percentages) were as follows:





                                              $               %
                                          Increase         Increase
                   2022       2021       (Decrease)       (Decrease)
Water Filtration   $ 644     $   961     $      (317 )            (33 )%
Renal Products       252         209              43               21 %
Total              $ 896     $ 1,170     $      (274 )            (23 )%



Consolidated research and development expenses decreased 23% primarily due to decreased R&D investment in the Water Filtration segment, partially offset by increased investment in Renal products.

Selling, General and Administrative Expenses





Selling, general and administrative expenses by segment for the nine months
ended September 30, 2022 and 2021 (in thousands, except percentages) were as
follows:



                                                $                %
                                             Increase         Increase
                    2022        2021        (Decrease)       (Decrease)
Water Filtration   $ 5,618     $ 5,314     $        304                6 %
Renal Products         188          59              129              219 %
Total              $ 5,806     $ 5,373     $        433                8 %



Consolidated selling, general and administrative expenses increased $0.4 million or 8%, primarily due to increased sales headcount and associated travel and recruiting costs.





Interest Expense



Interest expense was approximately $17,000 for the nine months ended September 30, 2022 compared to $34,000 for the nine months ended September 30, 2021. This reduction is primarily related to a lower principal balance of the company's secured note payable.





Extinguishment of PPP loan



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





Other Income (Expense), net


Other income was approximately $94,000 for the nine months ended September 30, 2022 and is primarily related to the release of the cumulative translation adjustment from accumulated other comprehensive income (loss) on the liquidation of a foreign entity and of gains on foreign currency transactions related to the closure in the second quarter of 2022, of Nephros International, a wholly owned subsidiary of Nephros, Inc. Other income was approximately $16,000 for the nine months ended September 30, 2021 as a result of gains on foreign currency transactions.





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Liquidity and Capital Resources

The following table summarizes our liquidity and capital resources as of September 30, 2022 and December 31, 2021 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                         2022                  2021
Cash and cash equivalents                        $            3,940     $           6,973
Other current assets                                          5,048                 6,130
Working capital (excluding current assets and
current liabilities held for sale)                            7,567                10,944
Stockholders' equity                                          9,581                14,749



At September 30, 2022, we had an accumulated deficit of $142.0 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 existing cash resources together with our anticipated revenue, 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 or achieve our anticipated operating results, there could be a significant reduction in liquidity due to our possible inability to cut costs sufficiently. In such event, the Company may need to take further actions to reduce its discretionary expenditures, including further reducing headcount, reducing spending on R&D projects and reducing other variable costs.

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, market and sell our products;
  ? 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 products;
  ? the commercial roll-out of our second-generation HDF product; and
  ? working capital purposes.



Net cash used in operating activities was $3.0 million for the nine months ended September 30, 2022, compared to $1.1 million for the nine months ended September 30, 2021. This increase of $1.9 million is due primarily to an increase in the net loss incurred of $3.4 million, partially offset by approximately $1.4 million in non-cash charges for impairment of assets held for sale.

Net cash used in investing activities was approximately $137,000 in the nine months ended September 30, 2022 compared to approximately $85,000 for the nine months ended September 30, 2021. The change is due to increased purchases of property and equipment.

Net cash provided by financing activities was approximately $0.1 million for the nine months ended September 30, 2022. This was primarily from proceeds from the exercise of warrants of $0.2 million and from the sale to Nephros of SRP preferred shares of $0.2 million, offset partially by payments of $0.2 million on our secured note, principal payments of approximately $3,000 on our finance lease obligation and principal payments of approximately $2,000 on our equipment financing debt.

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.





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 guarantees 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:

? our expectations regarding the impact of the COVID-19 pandemic on our results


  of operations and financial condition;
? our expectation that demand for our water filtration products will increase as

business returns to the hospitality industry and commercial buildings return to

full occupancy; ? the adoption of our second generation HDF system by physicians and clinics; ? anticipated future revenues from the sale of our products; ? our expectations regarding the use of our current capital resources; ? the expected future volatility of our results of operations; ? the progress and timing of our research and development efforts; ? our expectation that we will reduce our selling, general and administrative


  expenses in future periods;
? our belief that our existing cash resources will be sufficient to fund our

current operating plan through at least the next 12 months; ? our plans to further reduce cash expenditures in the event we do not achieve


  our anticipated results from operations; and
? the anticipated impact of adoption of recent accounting pronouncements on our
  financial statements.




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These statements involve known and unknown risks, uncertainties and other factors that may cause our results, levels of activity, performance or achievements to be materially different from the information expressed or implied by these forward-looking statements. Factor 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, if not obtained, could adversely affect our potential sales and
    revenues;
  ? inflationary pressures and supply chain challenges across most industries
    could negatively impact our revenues, margins, and customer satisfaction;
  ? 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 (the "FDC Act") or any
    other statutes or regulations, we could be subject to enforcement actions by
    the U.S. Food and Drug Administration (the "FDA") or other governmental
    agencies;
  ? we may not be able to obtain funding when needed or on terms favorable to us
    in order to continue operation;
  ? 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
    system products 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 be able to 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
  ? future waves of COVID-19 infections may cause disruptions to our business,
    including reduced product sales and supply chain disruptions.



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, 2021 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.

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