Exhibit 99.1

Exhibit 1.4 For Ministry Use Only À l'usage exclusif du ministère Ontario Corporation Number Numéro de la société en Ontario Form 3 Business Corporations Act Formule 3 Loi sur les sociétés par actions ARTICLES OF AMENDMENT STATUTS DE MODIFICATION 1.The name of the corporation is: (Set out in BLOCK CAPITAL LETTERS) 2.The name of the corporation is changed to (if applicable ): (Set out in BLOCK CAPITAL LETTERS) Nouvelle dénomination sociale de la société (s'il y a lieu) (écrire en LETTRES MAJUSCULES SEULEMENT) : 3.Date of incorporation/amalgamation: Date de la constitution ou de la fusion : (Year, Month, Day) (année, mois, jour) 4.Complete only if there is a change in the number of directors or the minimum / maximum number of directors. Il faut remplir cette partie seulement si le nombre d’administrateurs ou si le nombre minimal ou maximal d’administrateurs a changé. Number of directors is/are:minimum and maximum number of directors is/are: Nombre d'administrateurs :nombres minimum et maximum d'administrateurs : Number Nombre minimum and maximum minimum et maximum or ou 5.The articles of the corporation are amended as follows: Les statuts de la société sont modifiés de la façon suivante :

6.The amendment has been duly authorized as required by sections 168 and 170 (as applicable) of the Business Corporations Act. La modification a ete dOment autorisee conformement aux articles 168 et 170 (selon le cas) de la Loi sur les societes par actions. 7.The resolution authorizing the amendment was approved by the shareholders/directors (as applicable) of the corporation on Les actionnaires ou les administrateurs (selon le cas) de la societe ont approuve la resolution autorisant la modification le 2021/01/12 (Year, Month, Day) (annee, mois, jour) These articles are signed in duplicate. Les presents statuts sont signes en double exemplaire. GREENBROOK TMS INC. (Print name of corporation from Article 1 on page 1) (Veuillez ecrir le nom de la societe de l'article un a la page une). By/ Par : (Signature) (Signature) William Leonard President and Chief Executive Officer (Description of Office) (Fonction)

Exhibit 99.2

For Ministry Use Only A l'usage exclusif du ministerMinistry of Government .andConsumerServices Ontario CERTIFICATE This Is to certify 1ha1 1hese article& are eltectt v e on Ministl!re des Services gouvernemenlaux el des Services aux consommateurs CERTIFICAT Cec1 cert1!1e que 1es prt!sents statuts entrent en vigueur le Ontario Corporation Number Numero de la soc iete en Ontario 2619814 ......Y.....t..?.... NY..ts.8". Q .1 4at:® D1rec1or I D1rectnce Business Corporations Act I Loi sur les.soci6tes par actions Form 3 Business Corporations Act Formule 3 Loi sur /es societes par actions ARTICLES OF AMENDMENT STATUTS DE MODIFICATION The name of the corporation is: (Set out in BLOCK CAPITAL LETTERS) Denomination sociale actuelle de la societe (ecrire en LETTRES MAJUSCULES SEULEMENT) : G R E E N B R 0 0 KT M sI N c The name of the corporation is changed to (if applicable): (Set out in BLOCK CAPITAL LETTERS) Nouvelle denomination sociale de la societe (s'il ya lieu) (ecrire en LETTRES MAJUSCULES SEULEMENT): Date of incorporation/amalgamation: Date de la constitution ou de la fusion : 2018/02/09 (Year, Month, Day) (annee, mois, jour) Complete only if there is a change in the number of directors or the minimum I maximum number of directors. II faut remplir cette partie seulement si le nombre d'administrateurs ou si le nombre minimal ou maximal d'administrateurs a change. Number of directors is/are: Nombre d'administrateurs : minimum and maximum number of directors is/are: nombres minimum et max imum d'administrateurs : Number Nombre minimumand maximum minimumetmaximum or OU The articles of the corporation are amended as follows: Les statuts de la societe sont modifies de la fai;on suivante : See attached page IA.

1A The Articles of the Corporation are amended to delete Article 9 in its entirety and substitute therefor: "The directors may appoint one or more additional directors to hold office for a term expiring not later than the close of the next annual shareholders meeting, but the total number of directors so appointed may not exceed one-third of the number of directors elected at the previous annual shareholders meeting."

The amendment has been duly authorized as required by sections 168 and 170 (as applicable) of the Business Corporations Act. La modification a ete dOment autorisee conformement aux articles 168et170 (selon le cas) de la Loi sur /es societes par actions. The resolution authorizing the amendment was approved by the shareholders/directors (as applicable) of the corporation on Les actionnaires ou les administrateurs (selon le cas) de la societe ont approuve la resolution autorisant la modification le 2021/01/12 (Year, Month, Day) (annee, mois, jour) These articles are signed in duplicate. Les presents statuts sont signes en double exemplaire. GREENBROOK TMS INC. (Print name of corporation from Article 1 on page 1) (Veuillez ecrir le nom de la societe de !'article un a la page une). By/ Par: (Signature) (Signature) President and Chief Executive Officer (Description of Office) (Fonction)

Exhibit 99.3

BY-LAW NO. 1A

of

GREENBROOK TMS INC.
(the “Corporation”)

1.                  INTERPRETATION

1.1                            Expressions used in this By-law shall have the same meanings as corresponding expressions in the Business Corporations Act (Ontario) (the “Act”).

2.                  CORPORATE SEAL

2.1                            The directors may, but need not, adopt a corporate seal, and may change a corporate seal that is adopted.

3.                  FINANCIAL YEAR

3.1                           The financial year of the Corporation shall end on such date in each year as shall be determined from time to time by resolution of the directors.

4.                  DIRECTORS

4.1                            Number. The number of directors shall be not fewer than the minimum and not more than the maximum number of directors provided for in the articles. At each election of directors, the number elected shall be the number of directors then in office unless the directors or shareholders otherwise determine.

4.2                            Quorum. A quorum for the transaction of business at any meeting of directors shall be a majority of the number of directors or such greater or lesser number of directors as the directors or shareholders may from time to time determine or the Act may require.

4.3                            Calling of Meetings. Meetings of the directors shall be held at such time and place within or outside Ontario as the chairman of the board, the president and chief executive officer or any two directors may determine. A majority of meetings of directors need not be held within Canada in any financial year.

4.4                            Notice of Meetings. Notice of the time and place of each meeting of directors shall be given to each director by telephone not less than 48 hours before the time of the meeting or by written notice not less than ten days before the date of the meeting, provided that the first meeting immediately following a meeting of shareholders at which directors are elected may be held without notice if a quorum is present. Meetings may be held without notice if the directors waive or are deemed to waive notice.

4.5                            Meeting by Telephonic or Electronic Facility. A meeting of directors or of a committee of directors may be held by means of a telephonic, electronic or other communication facility that permits all persons participating in the meeting to communicate adequately with each other, and a director participating in a meeting by such means is deemed to (a) consent to such meeting format and (b) be present at that meeting.

4.6                            Chairman. The chairman of the board, or in his or her absence the lead independent director, if any, or in his or her absence, the president and chief executive officer if a director, or in his or her absence or if the president and chief executive officer is not a director, a director chosen by the directors at the meeting, shall be chairman of any meeting of directors.

4.7                            Voting at Meetings. At meetings of directors, each director shall have one vote and questions shall be decided by a majority of votes. In case of an equality of votes, the chairman of the meeting shall have a second or casting vote.

4.8                            Committees. Unless otherwise determined by the directors, each committee of directors shall have the power to fix its quorum and to regulate its procedures.

5.                  OFFICERS

5.1                            General. The directors may from time to time appoint a chairman of the board, a president and chief executive officer, a chief financial officer, one or more vice-presidents, a secretary, a treasurer and such other officers as the directors may determine from time to time.

5.2                            Chairman of the Board. The chairman of the board, if any, shall be appointed from among the directors, shall, when present, be chair of the meetings of directors and shareholders and shall have such other powers and duties as the directors may determine from time to time.

5.3                            President and Chief Executive Officer. Unless the directors otherwise determine, the president shall be appointed by the directors and shall be the chief executive officer of the Corporation and shall have general supervision of its business and affairs.

5.4                            Vice-President. A vice-president shall have such powers and duties as the directors or the president and chief executive officer may determine from time to time.

5.5                            Secretary. The secretary shall give required notices to shareholders, directors, auditors and members of committees, act as secretary of meetings of directors and shareholders when present, keep and enter minutes of such meetings, maintain the corporate records of the Corporation, have custody of the corporate seal, if any, and shall have such other powers and duties as the directors or the president and chief executive officer may determine from time to time.

5.6                            Treasurer. The treasurer shall keep proper accounting records in accordance with the Act, have supervision over the safekeeping of securities and the deposit and disbursement of funds of the Corporation, report as required on the financial position of the Corporation, and have such other powers and duties as the directors or the president and chief executive officer may determine from time to time.

5.7                            Other Officers. Any other officer shall have such powers and duties as the directors or the president and chief executive officer may determine from time to time.

5.8                            Assistants. Any of the powers and duties of an officer to whom an assistant has been appointed may be exercised and performed by such assistant unless the directors or the president and chief executive officer otherwise direct.

5.9                            Variation of Powers and Duties. The directors may, from time to time, vary, add to or limit the powers and duties of any officer.

5.10                          Term of Office. Each officer shall hold office until his successor is elected or appointed, provided that the directors may at any time remove any officer from office but such removal shall not affect the rights of such officer under any contract of employment with the Corporation.

6.                  INDEMNIFICATION AND INSURANCE

6.1                            Indemnification of Directors and Officers. The Corporation shall indemnify a director or officer, a former director or officer or a person who acts or acted at the Corporation’s request as a director or officer, or in a similar capacity of another entity, and the heirs and legal representative of such a person to the extent permitted by the Act.

6.2                            Insurance. The Corporation shall purchase and maintain insurance for the benefit of any person referred to in the preceding section to the extent permitted by the Act.

7.                  SHAREHOLDERS

7.1                            Quorum. A quorum for the transaction of business at a meeting of shareholders shall be one person present and entitled to vote at the meeting that holds or represents by proxy not less than 33 ¹/₃% of the votes attached to the outstanding shares of the Corporation entitled to vote at the meeting.

7.2                            Casting Vote. In case of an equality of votes at a meeting of shareholders, the chairman of the meeting shall have a second or casting vote.

7.3                            Meeting by Telephonic or Electronic Facility. A meeting of shareholders may be held by telephonic, electronic or other communication facility that permits all persons participating in the meeting to communicate adequately, and a shareholder who, through those means, votes at a meeting or establishes a communications link to a meeting shall be deemed to be present at that meeting.

7.4                            Scrutineers. The chairman at any meeting of shareholders may appoint one or more persons (who need not be shareholders) to act as scrutineer or scrutineers at the meeting.

7.5                            Certificates for Shares. The shares of stock of the Corporation shall be represented by certificates, or shall be uncertificated shares that may be evidenced by a book-entry system (including a non-certificated inventory system) maintained by the registrar of such stock, or a combination of both. To the extent that shares are represented by certificates, such certificates shall be in such form as shall be approved by the directors. The certificates representing shares of stock of each class shall be signed by, or in the name of, the Corporation by the chairman of the board, the president and chief executive officer, the chief financial officer, or any director. Any or all such signatures may be facsimiles. Although any director, officer, transfer agent or registrar whose manual or facsimile signature is affixed to such a certificate ceases to be such director, officer, transfer agent or registrar before such certificate has been issued, it may nevertheless be issued by the Corporation with the same effect as if such director, officer, transfer agent or registrar were still such at the date of its issue.

The stock ledger and blank share certificates shall be kept by the secretary or by a transfer agent or by a registrar or by any other officer or agent designated by the directors.

7.6                            Replacement of Share Certificates. Where the owner of a share certificate claims that the share certificate has been lost, apparently destroyed or wrongfully taken, the Corporation shall issue or cause to be issued a new certificate in place of the original certificate if the owner (i) so requests before the Corporation has notice that the share certificate has been acquired by a bona fide purchaser; (ii) files with the Corporation an indemnity bond (unless not required to do so by the Corporation) sufficient in the Corporation’s opinion to protect the Corporation and any transfer agent, registrar or other agent of the Corporation from any loss that it or any of them may suffer by complying with the request to issue a new share certificate; and (iii) satisfies any other reasonable requirements imposed from time to time by the Corporation.

8.                  DIVIDENDS AND RIGHTS

8.1                            Declaration of Dividends. Subject to the Act, the directors may from time to time declare dividends payable to the shareholders according to their respective rights and interests in the Corporation.

8.2                            Wire Transfers or Cheques. A dividend payable in money shall be paid, at the Corporation’s option, by (a) wire transfer, or (b) cheque to the order of each registered holder of shares of the class or series in respect of which it has been declared, and (i) sent, if by wire transfer, to such registered holder as per the wire instructions provided by such holder in the Corporation’s securities register, or (ii) mailed by prepaid ordinary mail, if by cheque, to such registered holder at the address of such holder in the Corporation’s securities register, unless such holder otherwise directs. In the case of joint holders, the wire transfer or cheque shall, unless such joint holders otherwise direct, be made payable to the order of all of such joint holders and transferred to them as per the wire instructions, or mailed to them at their address, in the Corporation’s securities register. The issuance of the wire transfer or the mailing of such cheque as aforesaid, unless the same is not paid on due presentation, shall satisfy and discharge the liability for the dividend to the extent of the sum represented thereby plus the amount of any tax which the Corporation is required to and does withhold.

8.3                            Non-Receipt of Wire Transfers or Cheques. In the event of non-receipt of any dividend wire transfer or cheque by the person to whom it is sent as aforesaid, the Corporation shall issue to such person a wire transfer or a cheque for a like amount on such terms as to indemnity, reimbursement of expenses and evidence of non-receipt and of title as the directors may from time to time prescribe, whether generally or in any particular case.

8.4                            Unclaimed Dividends. To the extent permitted by applicable law, any dividends unclaimed after a period of six years from the date on which the same has been declared to be payable shall be forfeited and shall revert to the Corporation.

9.                  EXECUTION OF INSTRUMENTS

9.1                            Execution of Instruments. Contracts, deeds, mortgages, hypothecs, charges, conveyances, transfers, assignments or other documents or instruments in writing requiring the signature of the Corporation may be signed by any one director or officer of the Corporation, and all contracts, documents or instruments in writing so signed shall be binding upon the Corporation without any further authorization or formality. The directors are authorized from time to time by resolution to appoint any one or more officers or other persons on behalf of the Corporation either to sign contracts, documents or instruments in writing generally or to sign specific contracts, documents or instruments in writing.

10.              NOTICE

10.1                          General. A notice mailed to a shareholder, director, auditor or member of a committee shall be deemed to have been received at the time it would be delivered in the ordinary course of mail unless there are reasonable grounds for believing that the shareholder or director did not receive the notice or the document at that time or at all.

10.2                          Electronic Delivery. Provided the addressee has consented in writing or electronically in accordance with the Act and the regulations thereunder, the Corporation may satisfy the requirement to send any notice or document referred to in section 10.1 by creating and providing an electronic document in compliance with the Act and the regulations under the Act. An electronic document is deemed to have been received when it enters the information system designated by the addressee or, if the document is posted on or made available through a generally accessible electronic source, when the addressee receives notice in writing of the availability and location of that electronic document, or, if such notice is sent electronically, when it enters the information system designated by the addressee.

10.3                          Omissions and Errors. Accidental omission to give any notice to any shareholder, director, auditor or member of a committee or non-receipt of any notice or any error in a notice not affecting the substance thereof shall not invalidate any action taken at any meeting held pursuant to such notice.

11.              ADVANCE NOTICE PROVISIONS

11.1                                  For purposes of this Section 11:

“Applicable Securities Laws” means (i) the applicable securities legislation of each relevant province and territory of Canada, as amended from time to time, the rules, regulations and forms made or promulgated under any such statute and the published national instruments, multilateral instruments, policies, bulletins and notices of the securities commission and similar regulatory authority of each province and territory of Canada; and (ii) any applicable U.S. securities laws, rules and regulations, which may include the U.S. Securities Act of 1933 and the U.S. Securities Exchange Act of 1934, in each case, as amended from time to time, and including the rules and regulations promulgated thereunder; and any other applicable U.S. Federal or state securities laws, rules and regulations;

“public announcement” means disclosure in a press release reported by a national news service in Canada and/or the United States (as applicable), or in a document publicly filed by the Corporation under its profile on the System of Electronic Document Analysis and Retrieval at www.sedar.com and/or on the U.S. Securities and Exchange Commission’s EDGAR website at www.sec.gov (or any other successor site(s)), as applicable; and

“Representatives” of a person means the affiliates and associates of such person, all persons acting jointly or in concert with any of the foregoing, and the affiliates and associates of any of such persons acting jointly or in concert, and “Representative” means any one of them.

11.2                          Subject only to the Act and Section 11.9, and for so long as the Corporation is a distributing corporation, only persons who are nominated in accordance with the following procedures shall be eligible for election as directors of the Corporation. Nominations of persons for election to the board may be made at any annual meeting of shareholders, or at any special meeting of shareholders if one of the purposes for which the special meeting was called was the election of directors:

11.2.1       by or at the direction of the board, including pursuant to a notice of meeting;

11.2.2       by or at the direction or request of one or more shareholders pursuant to a proposal made in accordance with the provisions of the Act or a requisition of the shareholders made in accordance with the provisions of the Act; or

11.2.3       by any person (a “Nominating Shareholder”):

11.3                          In addition to any other applicable requirements, for a nomination to be made by a Nominating Shareholder, such person must have given timely notice thereof (in accordance with Section 11.4 below) in proper written form to the board (in accordance with Section 11.5 below).

11.4                         To be timely, a Nominating Shareholder’s notice to the board must be made:

11.4.1    in the case of an annual meeting of shareholders (which includes an annual and special meeting), not less than 30 days prior to the date of the annual meeting of shareholders; provided, however, that in the event that the annual meeting of shareholders is to be held on a date that is less than 50 days after the date (the “Notice Date”) on which the first public announcement of the date of the annual meeting was made, notice by the Nominating Shareholder may be made not later than the close of business in Toronto, Ontario on the tenth (10th) day following the Notice Date; and

11.4.2    in the case of a special meeting (which is not also an annual meeting) of shareholders called for the purpose of electing directors (whether or not called for other purposes as well), not later than the close of business in Toronto, Ontario on the fifteenth (15th) day following the day on which the first public announcement of the date of the special meeting of shareholders was made.

11.4.3    in the event of any adjournment or postponement of a meeting of shareholders, or an announcement thereof, the required time periods for the giving of a Nominating Shareholder’s notice as described above shall apply using the date of the adjourned or postponed meeting, or the date of announcement thereof, as the case may be. This means that a Nominating Shareholder who failed to deliver a timely Nominating Shareholder’s notice in proper written form to the directors for purposes of the originally scheduled shareholders’ meeting shall nonetheless be entitled to provide a Nominating Shareholder’s notice for purposes of any adjourned or postponed meeting of shareholders as the determination as to whether a Nominating Shareholder’s notice is timely is to be determined based off of the adjourned or postponed shareholders’ meeting date and not the original shareholders’ meeting date.

11.5                         To be in proper written form, a Nominating Shareholder’s notice to the board must set forth the following information, all of which the Corporation believes to be necessary information to be included in a dissident proxy circular, or is necessary to enable to board and shareholders to determine director nominee qualifications, relevant experience, shareholding or voting interest in the Corporation or independence, all in the same manner as would be required for nominees of the Corporation:

11.5.1       as to each person whom the Nominating Shareholder proposes to nominate for election as a director (each, a “Proposed Nominee”): (A) the name, age, business address and residential address of the person; (B) the principal occupation or employment of the person for the past five years; (C) the status of such person as a “resident Canadian” (as such term is defined in the Act); (D) the class or series and number of shares in the capital of the Corporation which are controlled or which are owned beneficially or of record by the person as of the record date for the meeting of shareholders (if such date shall then have been made publicly available and shall have occurred) and as of the date of such notice; and (E) any other information relating to the person that would be required to be disclosed in a dissident’s proxy circular in connection with solicitations of proxies for election of directors pursuant to the Act and Applicable Securities Laws; and

11.5.2       as to each Nominating Shareholder giving the notice, any proxy, contract, arrangement, understanding or relationship pursuant to which such Nominating Shareholder has a right vote any shares of the Corporation and any other information relating to such Nominating Shareholder that would be required to be made in a dissident’s proxy circular in connection with solicitations of proxies for election of directors pursuant to the Act and Applicable Securities Laws.

11.6                         The Corporation may require that any Proposed Nominee furnish such other information as may be required to be contained in a dissident proxy circular or by applicable law or regulation to determine the independence of the Proposed Nominee or the eligibility of such Proposed Nominee to serve as a director of the Corporation or a member of any committee of the board. Such information, if received, will generally be summarized in the Corporation’s information circular.

11.7                          All information to be provided in a timely notice pursuant to Section 11.5 above shall be provided as of the record date for determining shareholders entitled to vote at the meeting (if such date shall then have been publicly announced) and as of the date of such notice. The Nominating Shareholder shall update such information forthwith if there are any material changes in the information previously disclosed.

11.8                         Subject to Section 11.9, no person shall be eligible for election as a director of the Corporation unless such person has been nominated in accordance with the provisions of this Section 11; provided, however, that nothing in this Section 11 shall be deemed to preclude discussion by a shareholder (as distinct from the nomination of directors) at a meeting of shareholders of any matter in respect of which such shareholder would have been entitled to submit a proposal pursuant to the Act. The chairman of the applicable meeting shall have the power and duty to determine whether a nomination was made in accordance with the procedures set forth in the foregoing provisions and, if any proposed nomination is not in compliance with such foregoing provisions, to declare that such defective nomination shall be disregarded.

11.9                          Notwithstanding the foregoing, the board may, in its sole discretion, waive all or any of the requirements in this Section 11.

12.              FORUM SELECTION

12.1                         Forum of Adjudication of Certain Disputes. Unless the Corporation consents in writing to the selection of an alternative forum, the Superior Court of Justice of the Province of Ontario, Canada and the appellate Courts therefrom (or, failing such court, any other “court” (as defined in the Act) having jurisdiction and the appellate Courts therefrom), shall, to the fullest extent permitted by law, be the sole and exclusive forum for (i) any derivative action or proceeding brought on behalf of the Corporation; (ii) any action or proceeding asserting a claim of breach of a fiduciary duty owed by any director, officer, or other employee of the Corporation to the Corporation; (iii) any action or proceeding asserting a claim arising pursuant to any provision of the Act or the articles or the by-laws of the Corporation (as either may be amended from time to time); or (iv) any action or proceeding asserting a claim otherwise related to the “affairs” (as defined in the Act) of the Corporation. If any action or proceeding the subject matter of which is within the scope of the preceding sentence is filed in a Court other than a Court located within the Province of Ontario (a “Foreign Action”) in the name of any securityholder, such securityholder shall be deemed to have consented to (a) the personal jurisdiction of the provincial and federal Courts located within the Province of Ontario in connection with any action or proceeding brought in any such Court to enforce the preceding sentence and (b) having service of process made upon such securityholder in any such action or proceeding by service upon such securityholder’s counsel in the Foreign Action as agent for such securityholder.

13.              EFFECTIVE DATE

13.1                          Effective Date. This by-law shall come into force when made by the directors in accordance with the Act.

14.              REPEAL

14.1                          Repeal. All previous by-laws of the Corporation are repealed as of the coming into force of this by-law. Such repeal shall not affect the validity of any act done or right, privilege, obligation or liability acquired or incurred under, or the validity of any contract or agreement made pursuant to, or the validity of any articles or predecessor charter documents of the Corporation obtained pursuant to, any such by-laws prior to its repeal. All officers and persons acting under any by-law so repealed shall continue to act as if appointed under the provisions of this by-law and all resolutions of the shareholders or the board or a committee of the board with continuing effect passed under any repealed by-law shall continue in full force and effect except to the extent inconsistent with this by-law and until amended or repealed.

RESOLVED THAT the foregoing by-law is made a by-law of the Corporation by the signatures hereto of all the directors of the Corporation pursuant to the Business Corporations Act (Ontario) this 4^th day of September, 2020.

I, William Leonard, President and Chief Executive Officer of Greenbrook TMS Inc. (the “Corporation”), hereby certify that the foregoing by-law was duly approved and confirmed by the votes of a majority of the common shares of the Corporation present in person or represented by proxy at a special meeting of shareholders held on January 12, 2021.

Exhibit 99.4

Greenbrook TMS Inc.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

For the three- and nine-month periods ended September 30, 2020 and 2019

November 10, 2020

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following Management’s Discussion and Analysis (“MD&A”) provides information concerning the financial condition and results of operations of Greenbrook TMS Inc. (the “Company”, “Greenbrook”, “us” or “we”). This MD&A should be read in conjunction with our unaudited condensed interim consolidated financial statements for the three- and nine-month periods ended September 30, 2020 and 2019, including the related notes thereto, and our audited consolidated financial statements, including the related notes thereto, for the fiscal years ended December 31, 2019 and 2018 and the related MD&A.

BASIS OF PRESENTATION

Our unaudited condensed interim consolidated financial statements have been prepared in accordance with International Accounting Standard (“IAS”) 34 – Interim Financial Reporting, as issued by the International Accounting Standards Board (“IASB”). Our fiscal year is the 12-month period ending December 31. The next fiscal year will occur in the 12-month period ending December 31, 2020 (“Fiscal 2020”).

All references in this MD&A to “Q3 2020” are to our fiscal quarter for the three-month period ended September 30, 2020 and all references to “Q3 2019” are to our fiscal quarter for the three-month period ended September 30, 2019. All references in this MD&A to “Q2 2020” are to our fiscal quarter for the three-month period ended June 30, 2020 and all references to “Q2 2019” are to our fiscal quarter for the three-month period ended June 30, 2019. All references in this MD&A to “Q1 2020” are to our fiscal quarter for the three-month period ended March 31, 2020. All references in this MD&A to “YTD 2020” or “year-to-date 2020” are to the nine-month period ended September 30, 2020 and all references to “YTD 2019” or “year-to-date 2019” are to the nine-month period ended September 30, 2019. All references in this MD&A to “Fiscal 2019” are to our fiscal year ended December 31, 2019.

Amounts stated in this MD&A are in United States dollars, unless otherwise indicated.

CAUTIONARY NOTE REGARDING NON-IFRS MEASURES AND INDUSTRY METRICS

This MD&A makes reference to certain non-International Financial Reporting Standards (“IFRS”) measures including certain metrics specific to the industry in which we operate. These measures are not recognized measures under IFRS, do not have a standardized meaning prescribed by IFRS and, therefore, may not be comparable to similar measures presented by other companies. Rather, these measures are provided as additional information to complement those IFRS measures by providing further understanding of our results of operations from management’s perspective. Accordingly, these measures are not intended to represent, and should not be considered as alternatives to, loss attributable to the common shareholders of Greenbrook or other performance measures derived in accordance with IFRS as measures of operating performance or operating cash flows or as a measure of liquidity. In addition to our results determined in accordance with IFRS, we use non-IFRS measures including, “EBITDA” and “Adjusted EBITDA”. This MD&A also refers to “Same-Region Sales Growth”, which is an operating metric used in the industry in which we operate but may be calculated differently by other companies. These non-IFRS measures, including industry metrics, are used to provide investors with supplemental measures of our operating performance and thus highlight trends in our core business that may not otherwise be apparent when relying solely on IFRS measures. We also believe that securities analysts, investors and other interested parties frequently use non-IFRS measures, including industry metrics, in the evaluation of issuers. Our management also uses non-IFRS measures, including industry metrics, to facilitate operating performance comparisons from period to period, to prepare annual operating budgets and forecasts and to determine components of management compensation.

We define such non-IFRS measures, including industry metrics, as follows:

“Adjusted EBITDA” is defined as net income (loss) before amortization, depreciation, interest expenses, interest income and income taxes, adjusted for share-based compensation expenses, center development costs, and non-recurring expenses. We believe our Adjusted EBITDA metric is a meaningful financial metric as it measures the ability of our current TMS Center (as defined below) operations to generate earnings while eliminating the impact of costs incurred related to our TMS Center growth plans and share-based compensation expenses, neither of which has an impact on the operating performance of our existing TMS Center network.

“EBITDA” is defined as net income (loss) before amortization, depreciation, interest expenses, interest income and income taxes.

“Same-Region Sales Growth” is a metric used to compare the percentage change in sales derived from established management regions in a certain period as compared to the sales from the same management regions in the same period of the prior year and functions as an indicator of organic growth. We monitor our business on a regional basis to focus on increasing patient volume within a management region in addition to assessing individual TMS Center locations on a standalone basis. As a result, we will from time to time establish a TMS Center that may, over the short term, negatively impact the patient volume at another TMS Center, but which is expected to add incremental patient volume to the management region as a whole in an economically beneficial manner. We believe our Same-Region Sales Growth metric helps quantify our sales growth within regional management areas and the related growth opportunities associated with adding TMS Center density within established management regions. Same-Region Sales Growth is calculated based on management regions containing open TMS Centers that have performed billable TMS services for a period of at least one full year prior to each of the comparable periods. Our Same-Region Sales Growth is unique to our financial management strategy and may be calculated differently compared to other companies.

See “Reconciliation of Loss Attributable to the Common Shareholders of Greenbrook to EBITDA and Adjusted EBITDA” for a reconciliation of certain of the foregoing non-IFRS measures to their most directly comparable measures calculated in accordance with IFRS.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING INFORMATION

Some of the information contained in this MD&A, including the impact of the COVID-19 (coronavirus) pandemic (“COVID-19”) and the Company’s response thereto, the proposed debt financing, and the anticipated listing of our common shares on The Nasdaq Stock Market LLC, constitutes forward-looking information. This information is based on management’s reasonable assumptions and beliefs in light of the information currently available to us and is current as of the date of this MD&A. Actual results and the timing of events may differ materially from those anticipated in the forward-looking information contained in this MD&A as a result of various factors.

Particularly, information regarding our expectations of future results, performance, growth, achievements, prospects or opportunities or the markets in which we operate is forward-looking information. In some cases, forward-looking information can be identified by the use of forward-looking terminology such as “plans”, “targets”, “expects” or “does not expect”, “is expected”, “an opportunity exists”, “budget”, “scheduled”, “estimates”, “outlook”, “forecasts”, “projection”, “prospects”, “strategy”, “intends”, “anticipates”, “does not anticipate”, “believes”, or variations of such words and phrases or statements that certain actions, events or results “may”, “could”, “would”, “should”, “might”, “will”, “will be taken”, “occur” or “be achieved”. In addition, any statements that refer to expectations, intentions, projections or other characterizations of future events or circumstances contain forward-looking information. Statements containing forward-looking information are not facts but instead represent management’s expectations, estimates and projections regarding future events or circumstances.

Many factors could cause our actual results, level of activity, performance or achievements or future events or developments to differ materially from those expressed or implied by the forward-looking statements, including, without limitation, the factors discussed in the “Risks and Uncertainties” section of this MD&A. Additional risks and uncertainties are discussed in the Company’s materials filed with the Canadian securities regulatory authorities from time to time, including the Company’s annual information form dated March 10, 2020 in respect of the fiscal year ended December 31, 2019. These factors are not intended to represent a complete list of the factors that could affect us; however, these factors should be considered carefully.

The purpose of the forward-looking information is to provide the reader with a description of management’s current expectations regarding the Company’s financial performance and may not be appropriate for other purposes; readers should not place undue reliance on forward-looking information contained herein. To the extent any forward-looking information in this MD&A constitutes future-oriented financial information or financial outlook, within the meaning of applicable securities laws, such information is being provided to demonstrate the potential of the Company and readers are cautioned that this information may not be appropriate for any other purpose. Future-oriented financial information and financial outlook, as with forward-looking information generally, are based on current assumptions and are subject to risks, uncertainties and other factors. Furthermore, unless otherwise stated, the forward-looking statements contained in this MD&A are made as of the date of this MD&A and we have no intention and undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by applicable securities law. The forward-looking statements contained in this MD&A are expressly qualified by this cautionary statement.

BUSINESS OVERVIEW

We are a leading provider of Transcranial Magnetic Stimulation (“TMS”) therapy in the United States for the treatment of Major Depressive Disorder (“MDD”) and other mental health disorders. The predecessor to the Company, TMS NeuroHealth Centers, Inc. (“TMS US”) was established in 2011 to take advantage of the opportunity created through the paradigm-shifting technology of TMS, an FDA-cleared, non-invasive therapy for the treatment of MDD. Our business model takes advantage of the opportunity for a new, differentiated service channel for the delivery of TMS – a patient-focused, centers-based service model to make TMS treatment easily accessible to all patients while maintaining a high standard of care.

After opening our first center in 2011 in Tysons Corner in Northern Virginia, we have grown to control and operate a network of outpatient mental health service centers that specialize in TMS treatment across the United States (each, a “TMS Center”). The Company offers TMS treatment facilities in convenient locations to provide easy access to patients and physicians. As of September 30, 2020, and as of the date of this MD&A, the Company owned and operated 125 TMS Centers in the Commonwealth of Virginia, and the States of North Carolina, South Carolina, Maryland, Delaware, Missouri, Illinois, Ohio, Connecticut, Florida, Texas, Michigan, Alaska, Oregon and California.

Our regional model seeks to develop leading positions in key regional markets, leveraging operational efficiencies by combining smaller local TMS treatment centers that are strategically located within a single region for convenient patient and physician access, with regional management infrastructure in place to support center operations. Management regions typically cover a specific metropolitan area that meets a requisite base population threshold. The management region is typically defined by a manageable geographic area in terms of size, which facilitates the use of regional staff working across the various TMS Center locations within the management region, and which resides within a marketing capture area that allows for efficiencies in advertising cost. Management regions often have similar economic characteristics and are not necessarily defined by state lines, other geographic borders, or differentiating methods of services delivery, but rather are defined by a functional management area.

FACTORS AFFECTING OUR PERFORMANCE

We believe that our performance and future success depend on a number of factors that present significant opportunities for us. These factors are also subject to a number of inherent risks and challenges, some of which are discussed below. See also the “Risks and Uncertainties” section of this MD&A.

Number of TMS Centers

We have a meaningful opportunity to continue to grow the number of our TMS Centers in the United States through organic in-region growth, establishing new regions and potential future acquisitions. The opening and success of new TMS Centers is subject to numerous factors, including our ability to locate the appropriate space, finance the operations, build relationships with physicians, and negotiate suitable lease terms and local payor arrangements, and other factors, some of which are beyond our control.

Competition

The market for TMS is becoming more competitive. We compete principally on the basis of our reputation and brand, the location of our centers and the quality of our TMS services and the reputation of our partner physicians. In the markets in which we are operating, or anticipate operating in the future, competition predominantly consists of individual psychiatrists that have a TMS device, an FDA-regulated medical device specifically manufactured to transmit the magnetic pulses required to stimulate the cortical areas in the brain to effectively treat MDD and other mental health disorders (each, a “TMS Device”), in their office and who can offer TMS therapy directly to their patients. We also face competition from a limited number of multi-location psychiatric practices or behavioral health groups that offer TMS therapy as part of their overall practice, as well as a few other specialist TMS providers.

Industry Trends

Our revenue is impacted by changes to United States healthcare laws, our partners’ and contractors’ healthcare costs, the ability to secure favorable pricing structures with device manufacturers and payors’ reimbursement criteria and associated rates.

Technology

Our revenues are affected by the availability of, and reimbursement for, new TMS indications, new technology or other novel treatment modalities and our ability to incorporate the new technology into our TMS Centers.

SEGMENTS

We evaluate our business and report our results based on organizational units used by management to monitor performance and make operating decisions on the basis of one operating and reportable segment: Outpatient Mental Health Service Centers. We currently measure this reportable operating segment’s performance based on revenues and regional operating income.

COMPONENTS OF OUR RESULTS OF OPERATIONS AND TRENDS AFFECTING OUR BUSINESS

In assessing our results of operations and trends affecting our business, we consider a variety of financial and operating measures that affect our operating results.

Total Revenue

Total revenue consists of service revenue attributable to the performance of TMS treatments. In circumstances where the net patient fees have not yet been received, the amount of revenue recognized is estimated based on an expected value approach where management considers such variables as the average of previous net patient fees received by the applicable payor and fees received by other patients for similar services and management’s best estimate leveraging industry knowledge and expectations of third-party payors’ fee schedules. Third party payors include federal and state agencies (under the Medicare programs), managed care health plans and commercial insurance companies.

Regional Operating Income (Loss) and Direct Center and Regional Costs

Regional operating income (loss) is calculated as total revenue less direct center and regional costs. Direct center and regional costs consist of direct center and patient care costs, regional employee compensation, regional marketing expenses, and depreciation. These costs encapsulate all costs (other than incentive compensation such as share-based compensation granted to senior regional employees) associated with the center and regional management infrastructure, including the cost of the delivery of TMS treatments to patients and the cost of our regional patient acquisition strategy. Beginning Q1 2020, the Company has excluded amortization from regional operating income (loss) based on the nature of the expense as it is not associated with center and regional infrastructure. We have retrospectively updated our quarterly financial information below to reflect this change (see “Quarterly Financial Information” below).

Center Development Costs, Capital Expenditure and Working Capital Investment

Center development costs represent direct expenses associated with developing new TMS Centers, including small furnishings and fittings, wiring and electrical and, in some cases, the cost of minor space alterations. However, the main cash requirement for center development relates to working capital investment. This includes rental deposits or other non-capital costs required to open TMS Centers and the cost of TMS treatment delivery while collections initially lag until payor contracting, credentialing and enrollment processes are completed.

Corporate Employee Compensation

Corporate employee compensation represents compensation incurred to manage the centralized business infrastructure of the Company, including annual base salary, annual cash bonuses and other non-equity incentives.

Corporate Marketing Expenses

Corporate marketing expenses represent costs incurred that impact the Company on an overall basis including investments in website functionality and brand management activities.

Other Corporate, General and Administrative Expenses

Other corporate, general and administrative expenses represent expenses related to the corporate infrastructure required to support our ongoing business including insurance costs, professional and legal costs and costs incurred related to our corporate offices.

We have invested in this area to support the growing volume and complexity of our business and anticipate continuing to do so in the future. We have already started to scale into our centralized business infrastructure and leverage these fixed costs as we continue to expand our TMS Center network.

Transaction Costs

Transaction costs represent accounting, legal and professional fees incurred as part of significant transactions, including the acquisition of Achieve TMS Centers, LLC and Achieve TMS Alaska, LLC (collectively, “Achieve TMS”) in Q3 2019 (the “Achieve TMS Acquisition”). See “Factors Affecting the Comparability of Our Results – Acquisition of Achieve TMS” below.

Earn-Out Consideration

A portion of the purchase price payable in respect of the Achieve TMS Acquisition (see “Factors Affecting the Comparability of Our Results – Acquisition of Achieve TMS” below) is subject to an earn-out based on the earnings before interest, tax, depreciation and amortization achieved by Achieve TMS during the twelve-month period following September 26, 2019, the closing date of the Achieve TMS Acquisition (the “Earn-Out”). 70% of the Earn-Out consideration will be settled in cash and the remainder will be settled through the issuance of common shares of the Company (“Common Shares”) to the vendors, subject to applicable regulatory and stock exchange approvals. The amount recognized as at September 30, 2020 is based on management’s best estimate of the Earn-Out payable and is subject to estimation uncertainty.

Share-Based Compensation

Share-based compensation represents stock options granted as consideration in exchange for employee and similar services to align personnel performance with the Company’s long-term goals.

Amortization

Amortization relates to the reduction in useful life of the Company’s intangible assets that were realized as part of the Achieve TMS Acquisition.

Interest

Interest expense relates to interest incurred on loans and lease liabilities. Interest income relates to income realized as a result of investing excess funds into investment accounts.

Adjusted EBITDA and Non-Recurring Expenses

Adjusted EBITDA is a non-IFRS measure that deducts non-recurring expenses, which represent one-time costs incurred for purposes of enhancing the performance of the business and to achieve our TMS Center growth. This includes the recognition of a one-time cost with respect to the Earn-Out payable in connection with the Achieve TMS Acquisition. This also includes one-time professional and legal fees incurred in connection with the anticipated listing of our Common Shares on The Nasdaq Stock Market LLC (“NASDAQ”). The listing of our Common Shares on NASDAQ remains subject to the approval of NASDAQ and the satisfaction of all applicable listing and regulatory requirements, including the United States Securities and Exchange Commission (the “SEC”) declaring the Form 20-F Registration Statement effective.

FACTORS AFFECTING THE COMPARABILITY OF OUR RESULTS

COVID-19

While all of our active TMS Centers are open, and are expected to remain open going forward, we experienced a temporary decline in both patient visits/treatments and new patient starts in YTD 2020 as a result of the restrictions imposed in response to the COVID-19 pandemic (see “Key Highlights and Recent Developments – COVID-19 Business Impact” and “Risks and Uncertainties” below).

Acquisition of Achieve TMS

On September 26, 2019, we, through our wholly-owned subsidiary, TMS US, completed the acquisition of all of the issued and outstanding membership interests of each of Achieve TMS Centers, LLC and Achieve TMS Alaska, LLC for a purchase price of $10,596,912 (net of Achieve TMS’ cash), of which $2,611,044 of the purchase price was satisfied through the issuance of an aggregate of 1,431,736 Common Shares to the vendors and the remainder was settled in cash, less deferred and contingent consideration of $1,274,402. Achieve TMS currently operates 22 active TMS Centers, with an additional TMS Center in development, in California, Oregon and Alaska. Achieve TMS has a particular focus on deep TMS therapy. We believe that the Achieve TMS Acquisition will allow us to accelerate our expansion in the western United States in future periods.

A portion of the purchase price payable in respect to the Achieve TMS Acquisition is subject to the Earn-Out. 70% of the Earn-Out consideration will be settled in cash and the remainder will be settled through the issuance of Common Shares to the vendors. See “Components of Our Results of Operations and Trends Affecting Our Business – Earn-Out Consideration” above.

Regional Development Activity

Our regional model seeks to develop leading positions in key markets, and to leverage operational efficiencies by combining smaller local TMS treatment centers within a region under a single shared regional management infrastructure. Part of our core strategy is to continue to develop new TMS Centers within our existing regions as well as in new management regions, in each case, organically or through acquisitions of existing centers or businesses, which may affect comparability of results.

KEY HIGHLIGHTS AND RECENT DEVELOPMENTS

During Q3 2020, despite the challenging operating environment imposed by the COVID-19 pandemic, we achieved our second highest quarterly revenue results to date and marked our return to strong regional operating income. We showed resilient performance through the COVID-19 pandemic, as we delivered strong year-over-year revenue growth of 43% compared to YTD 2019 and 42% compared to Q3 2019, respectively. We also experienced record monthly highs in new patient starts throughout Q3 2020, which we anticipate will be a catalyst for accelerated future growth (see “Cautionary Note Regarding Forward-Looking Information” above).

Disciplined cost containment strategies remained in place through Q3 2020 and we also added one new active TMS Center during the quarter, while an additional 11 TMS Centers remain in development. Our current total TMS network is comprised of 125 TMS Centers.

Growth in Total Revenue

Despite the impact of COVID-19, consolidated revenue increased by 42% to $12.0 million in Q3 2020 (Q3 2019: $8.5 million) representing our second highest quarterly revenue results to date. Furthermore, consolidated revenue increased by 43% during YTD 2020 to $33.2 million (YTD 2019: $23.1 million) and 23% as compared to Q2 2020 (Q2 2020: $9.8 million).

With an additional 11 TMS Centers in development as at the end of Q3 2020, coupled with a new record high in new patient starts in Q3 2020, we believe that we are well positioned for accelerated future growth as COVID-19 related market conditions and patient sentiment improves (see “Cautionary Note Regarding Forward-Looking Information” above).

COVID-19 Business Impact

All of the Company’s active TMS Centers remained open despite the COVID-19 pandemic to both current and new patients (including as “essential businesses”) and are expected to continue to remain open going forward. However, as a result of an initial decline in treatments and new patient starts earlier in Fiscal 2020 due to the pandemic, we took the following measures in order to control costs:

As operating conditions and volumes of patient treatments began to normalize, the Company re-instated furloughed employees to match increased mental health treatment demand, removed the Company-wide hiring freeze and ended the salary deferral for the Company’s executive management team. The Company, however, continues to reduce discretionary spending. Our entire team continues to work tirelessly to deliver the highest quality of care at all of our TMS Centers, while at the same time taking all possible steps to safeguard the health and well-being of our patients, employees and physician partners. We see these challenging operating conditions as temporary and we are starting to see a positive change in sentiment. However, as we navigate through this unprecedented and challenging period, we will continue to assess the need for additional measures to control costs. See “Risks and Uncertainties”.

Regional Operating Income

Q3 2020 resulted in strong regional operating income despite the challenging operating environment caused by COVID-19. We realized regional operating income of $1.0 million in Q3 2020 as compared to regional operating loss of $0.2 million in Q2 2020. Regional operating income for Q3 2020 increased by 26% (Q3 2019: $0.8 million) and decreased by 38% to $1.5 million during YTD 2020 (YTD 2019: $2.4 million). The increase in Q3 2020 is primarily attributable to an increase in patient starts and a decrease in discretionary budgeted spending during the period. This is despite the inclusion of one newly active TMS Center and 11 TMS Centers in development, which will take time to generate positive regional operating income.

Investment in the Centralized Business Infrastructure and Rationalization of Aggregate Corporate Costs

Aggregate corporate costs (including corporate employee compensation, corporate marketing expenses and other corporate, general and administrative expenses and excluding non-recurring expenses) increased by 22% to $3.3 million for Q3 2020 (Q3 2019: $2.7 million) and by 30% to $10.4 million in YTD 2020 (YTD 2019: $7.9 million). Aggregate corporate costs increased by 7% compared to Q2 2020 (Q2 2020: $3.1 million). This is the result of investments in our business infrastructure as market conditions stabilized, offset by disciplined measures implemented to control costs as a result of the COVID-19 pandemic.

As anticipated, the Q3 2020 and YTD 2020 aggregate corporate costs growth rate has decreased significantly as compared to Fiscal 2019 as we continue to scale into our centralized business infrastructure. This is further highlighted by the growth in revenue of 42% in Q3 2020 and 43% during YTD 2020, eclipsing the growth rate in aggregate corporate costs of 22% in Q3 2020 and 30% during YTD 2020.

Continued Development of our TMS Center Network

We added one active TMS Center during Q3 2020 with an additional 11 TMS Centers in development as at September 30, 2020. This brings our total network to 125 TMS Centers, which is an increase of 18% from Q3 2019.

We believe our development pipeline remains robust and primed for further expansion. We have, however, temporarily curtailed development activity due to the COVID-19 pandemic. See “Cautionary Note Regarding Forward-Looking Information”.

May 2020 Offering

On May 21, 2020, the Company completed a public offering of 9,093,940 Common Shares at an aggregate offering price of C$1.65 per Common Share for aggregate gross proceeds of C$15,005,001 (the “Offering”). The Company is using the net proceeds from the Offering to fund operating activities and for other working capital and general corporate purposes.

Proposed Debt Financing

On November 10, 2020, the Company entered into a non-binding term sheet with a third party lender in respect of a secured term loan facility in an aggregate amount of up to $30 million (the “Proposed Debt Financing”). Completion of the Proposed Debt Financing remains subject to customary conditions, including completion of due diligence and negotiation of definitive documentation; however, there can be no assurances that the Proposed Debt Financing will be completed on the terms set forth in the non-binding term sheet, or at all. See “Financial Condition, Liquidity and Capital Resources”.

RESULTS OF OPERATIONS

Selected Financial Information

The following table summarizes our results of operations for the periods indicated. The selected consolidated financial information set out below have been derived from our unaudited condensed interim consolidated financial statements and related notes.

Notes: 

Analysis of Results for Q3 2020 and YTD 2020

The following section provides an overview of our financial performance during Q3 2020 compared to Q3 2019 and during YTD 2020 compared to YTD 2019.

Total Revenue

Despite the impact of COVID-19, consolidated revenue increased by 42% to $12.0 million in Q3 2020 (Q3 2019: $8.5 million) representing our second highest quarterly revenue results to date. Furthermore, consolidated revenue increased by 43% during YTD 2020 to $33.2 million (YTD 2019: $23.1 million). This growth was primarily attributable to a strong bounce back from the initial onset of COVID-19 with record monthly highs in new patient starts throughout Q3 2020. Key efforts to provide greater access to patients virtually, through the expanded use of online platforms, focused marketing efforts on the safety and accessibility of our TMS Centers, coupled with the Achieve TMS Acquisition, were key contributors to our revenue growth. We also believe that the COVID-19 pandemic has increased demand for mental health services (including TMS therapy), which we believe will continue to promote growth as operating conditions normalize.

Same-Region Sales Growth was 2% in Q3 2020 and 2% in YTD 2020. As operating conditions continue to normalize, we believe this metric will revert back to pre-COVID-19 pandemic levels (see “Cautionary Note Regarding Forward-Looking Information” and “Cautionary Note Regarding Non-IFRS Measures and Industry Metrics” above).

Average revenue per treatment increased by 5% to $235 in Q3 2020 (Q3 2019: $222 and by 6% to $235 during YTD 2020 (YTD 2019: $222). This increase was predominantly attributable to our expansion into more favorable reimbursement jurisdictions, including as a result of the Achieve TMS Acquisition.

Accounts Receivable

Accounts receivable increased by $2.1 million to $12.2 million in Q3 2020 (Fiscal 2019: $10.1 million) and increased by $1.3 million compared to Q2 2020 ($10.9 million) primarily due to the significant quarter-over-quarter increase in revenue in Q3 2020 and slightly slower reimbursement timelines experienced from payors due to the disruption caused by COVID-19. We expect accounts receivable to stabilize throughout the balance Fiscal 2020 and into 2021. See “Cautionary Note Regarding Forward-Looking Information”.

Regional Operating Income and Direct Center and Regional Costs

Regional operating income for Q3 2020 increased by 26% to $1.0 million (Q3 2019: $0.8 million) and decreased by 38% to $1.5 million during YTD 2020 (YTD 2019: $2.4 million). The increase in regional operating income in Q3 2020 compared to Q3 2019 is primarily attributable to an increase in patient starts and a decrease in discretionary budgeted spending during the period, offset by the inclusion of one newly active TMS Center and 11 TMS Centers in development, which will take time to generate positive regional operating income. Compared to YTD 2019, the decrease in YTD 2020 regional operating income is primarily attributable to the impact of COVID-19 on revenue. The regional operating income margin was 8.1% in Q3 2020 as compared to 9.1% in Q3 2019. The regional operating income margin was 4.5% in YTD 2020 compared to 10.4% in YTD 2019, primarily due to the impact of COVID-19.

Direct center and regional costs increased by 44% to $11.0 million in Q3 2020 (Q3 2019: $7.7 million) and by 53% to $31.7 million during YTD 2020 (YTD 2019: $20.7 million). The increase in direct center and regional costs was primarily due to the addition of regional employee costs and regional marketing costs associated with the addition of new regions and the Achieve TMS Acquisition, offset slightly by the cost containment measures implemented in response to the COVID-19 pandemic (see “Key Highlights and Recent Developments – COVID-19 Business Impact”).

Center Development Costs, Capital Expenditures and Working Capital Investment

Center development costs decreased by 87% to $0.1 million in Q3 2020 (Q3 2019: $0.5 million) and by 63% to $0.4 million during YTD 2020 (YTD 2019: $1.2 million) predominantly as a result of the curtailment of development activity, which started in late Q1 2020 due to the COVID-19 pandemic. Average cash investment to establish new TMS Centers (including center development costs, capital expenditures and working capital investment) remained relatively consistent at $0.16 million in Q3 2020 and YTD 2020 (Q3 2019 and YTD 2019: $0.17 million).

Corporate Employee Compensation

Corporate employee compensation incurred to manage the centralized business infrastructure of the Company increased by 80% to $2.6 million in Q3 2020 (Q3 2019: $1.4 million) and by 75% to $7.6 million during YTD 2020 (YTD 2019: $4.3 million). The increase was primarily due to significant increases in staffing in respect of our shared-services functions in addition to employees inherited in connection with the Achieve TMS Acquisition.

As anticipated, the Q3 2020 corporate employee compensation growth rate has decreased significantly as compared to the Fiscal 2019 corporate employee compensation growth rate of 171% as we are starting to scale into our centralized business infrastructure and leverage these fixed costs as we continue to expand our TMS Center network.

Corporate Marketing Expenses

Corporate marketing expenses decreased by 65% to $0.2 million in Q3 2020 (Q3 2019: $0.6 million) and by 33% to $0.8 million during YTD 2020 (YTD 2019: $1.2 million). The decrease was a result of the cost containment measures implemented in response to the COVID-19 pandemic (see “Key Highlights and Recent Developments – COVID-19 Business Impact”).

Other Corporate, General and Administrative Expenses

Other corporate, general and administrative expenses remained relatively consistent at $0.8 million in Q3 2020 (Q3 2019: $0.7 million) and decreased by 10% to $2.2 million during YTD 2020 (YTD 2019: $2.4 million). The decrease was primarily a result of cost containment measures implemented in response to the COVID-19 pandemic (see “Key Highlights and Recent Developments – COVID-19 Business Impact”).

As anticipated, the other corporate, general and administrative expenses growth rate has decreased as compared to the Fiscal 2019 growth rate of 72% (after excluding non-recurring expenses). We expect that the other corporate, general and administrative expenses growth rate will continue to normalize throughout Fiscal 2020 and that we will be able to scale our investments and leverage fixed costs as we expand our TMS Center network in the future. See “Cautionary Note Regarding Forward-Looking Information”.

Earn-Out Consideration

The estimated Earn-Out consideration increased by $4.0 million in Q3 2020 and $9.3 million during YTD 2020 (Q3 2019 and YTD 2019: nil). The increase is a result of the Company’s estimate of the purchase price payable with respect of the Earn-Out, with strong performance from Achieve TMS, specifically in Alaska. See “Factors Affecting the Comparability of our Results – Acquisition of Achieve TMS”. The amount recognized is based on management’s best estimate of the Earn-Out payable and is still subject to estimation uncertainty until a final determination is made.

Share-Based Compensation

Share-based compensation increased by 46% to $0.2 million in Q3 2020 (Q3 2019: $0.1 million) and decreased by 20% to $0.5 million during YTD 2020 (YTD 2019: $0.6 million), predominantly due to the timing of stock options granted to key personnel to ensure retention and long-term alignment with the goals of the Company.

Amortization

Amortization increased by $0.1 million in Q3 2020 (Q3 2019: nil) and by $0.3 million during YTD 2020 (YTD 2019: nil). The increase was a result of the intangible assets acquired as part of the Achieve TMS Acquisition, which occurred at the end of Q3 2019.

Interest

Interest expense increased by 38% to $0.7 million in Q3 2020 (Q3 2019: $0.5 million) and by 56% to $2.1 million during YTD 2020 (YTD 2019: $1.3 million). The increase in interest expense is primarily due to the addition of new lease liabilities in line with the execution of our regional growth strategy.

Interest income decreased by 92% to $0.01 million in Q3 2020 (Q3 2019: $0.12 million) and by 87% to $0.02 million during YTD 2020 (YTD 2019: $0.14 million) as a result of a decrease in the amount of excess funds invested.

Loss for the Period and Comprehensive Loss and Loss for the Period Attributable to the Common Shareholders of Greenbrook

The loss for the period and comprehensive loss, excluding the Earn-Out consideration, increased by 8% to $3.6 million in Q3 2020 (Q3 2019: $3.4 million) and by 40% to $12.3 million during YTD 2020 (YTD 2019: $8.8 million). The loss for the period and comprehensive loss, including the Earn-Out consideration, increased by 128% to $7.7 million in Q3 2020 (Q3 2019: $3.4 million) and by 145% to $21.6 million during YTD 2020 (YTD 2019: $8.8 million). This increase is primarily a result of the impact of COVID-19, the increase in Earn-Out consideration estimated with respect to the Achieve TMS Acquisition, the inclusion of one newly active TMS Center and 11 TMS Centers in development (which will take time to generate positive regional operating income), as well as marginally higher corporate costs due to investments in the centralized business infrastructure as outlined in “Regional Operating Income and Direct Center and Regional Costs”, “Corporate Employee Compensation” and “Other Corporate, General and Administrative Expenses” in this MD&A.

The loss attributable to the common shareholders of Greenbrook, excluding the Earn-Out consideration, increased by 5% to $3.6 million in Q3 2020 (Q3 2019: $3.4 million) and by 35% to $12.0 million during YTD 2020 (YTD 2019: $8.9 million). The loss attributable to the common shareholders of Greenbrook, including the Earn-Out consideration, increased by 123% to $7.6 million in Q3 2020 (Q3 2019: $3.4 million) and by 140% to $21.3 million during YTD 2020 (YTD 2019: $8.9 million). This increase is primarily a result of the impact of COVID-19, the increase in Earn-Out consideration estimated with respect to the Achieve TMS Acquisition, the inclusion of one newly active TMS Center and 11 TMS Centers in development (which will take time to generate positive regional operating income), as well as higher corporate costs due to investments in the centralized business infrastructure as outlined in “Regional Operating Income and Direct Center and Regional Costs”, “Corporate Employee Compensation” and “Other Corporate, General and Administrative Expenses” in this MD&A.

Adjusted EBITDA and Non-Recurring Expenses

The Adjusted EBITDA loss position decreased by 9% to $0.9 million in Q3 2020 (Q3 2019: $1.0 million). However, the Adjusted EBITDA loss position increased by 51% to $4.3 million during YTD 2020 (YTD 2019: $2.8 million) predominately due to the impact of COVID-19, the inclusion of one newly active TMS Center and 11 TMS Centers in development (which will take time to generate positive regional operating income) and slightly higher corporate costs as outlined in “Corporate Employee Compensation”, “Other Corporate, General and Administrative Expenses”, “Regional Operating Income and Direct Center and Regional Costs” in this MD&A.

Due to their nature, the Earn-Out consideration with respect to the Achieve TMS Acquisition as well as other one time professional and legal fees are non-recurring expenses incurred during Q3 2020 and YTD 2020 and were therefore excluded from Adjusted EBITDA. One-time professional and legal fees incurred in Q3 2020 in connection with the anticipated listing of our Common Shares on NASSDAQ have also been excluded from Adjusted EBITDA due to their non-recurring nature. The listing of our Common Shares on NASDAQ remains subject to the approval of NASDAQ and the satisfaction of all applicable listing and regulatory requirements, including the SEC declaring the Form 20-F Registration Statement effective. In Q3 2019 and YTD 2019, transaction costs included professional and legal fees associated with the Achieve TMS Acquisition which are non-recurring in nature and therefore excluded from Adjusted EBITDA. Our TMS Center development costs relate to our TMS Center growth and, accordingly, have also been excluded from Adjusted EBITDA.

Notes: 

Robust performance, despite the impact of COVID-19, resulted in consolidated revenue increasing by 23% to $12.0 million in Q3 2020 (Q2 2020: $9.8 million).

We experienced regional operating income in the amount of $1.0 million in Q3 2020 as compared to a regional operating loss of $0.2 million in Q2 2020, predominantly attributable to an increase in patient starts and a decrease in discretionary budgeted spending during the period (see “Key Highlights and Recent Developments – COVID-19 Business Impact”).

The loss attributable to the common shareholders of Greenbrook, excluding the Earn-Out consideration, decreased by 15% to $3.6 million in Q3 2020 (Q2 2020: $4.2 million). The loss attributable to the common shareholders of Greenbrook, including the Earn-Out consideration, decreased by 19% to $7.6 million in Q3 2020 (Q2 2020: $9.5 million). The decrease in the loss attributable to the common shareholders of Greenbrook was predominately due to an incremental adjustment to the estimated Earn-Out consideration with respect to the Achieve TMS Acquisition that was smaller in Q3 2020 relative to the prior quarter.

The Adjusted EBITDA loss position decreased by 44% to $0.9 million in Q3 2020 (Q2 2020: $1.7 million) despite the impact of COVID-19. This was primarily due to record monthly highs in patient starts in the period and continued implementation of cost containment measures to mitigate the impact of COVID-19 on revenue.

See “Cautionary Note Regarding Non-IFRS Measures and Industry Metrics” in this MD&A.

RECONCILIATION OF LOSS ATTRIBUTABLE TO THE COMMON SHAREHOLDERS OF GREENBROOK TO EBITDA AND ADJUSTED EBITDA

The table below illustrates a reconciliation of loss attributable to the common shareholders of Greenbrook to EBITDA and Adjusted EBITDA for the periods presented:

FINANCIAL CONDITION, LIQUIDITY AND CAPITAL RESOURCES

Overview

The Company’s primary uses of capital are to finance operations, finance new TMS Center development costs, increase non-cash working capital and fund investments in its centralized business infrastructure. The Company’s objectives when managing capital are to ensure that the Company will continue to have enough liquidity to provide services to its customers and provide returns to its shareholders.

The Company, as part of its annual budgeting process, evaluates its estimated annual cash requirements to fund planned expansion activities and working capital requirements of existing operations. As a result of the negative impact of COVID-19 on the Company’s business, the Company has had to revise its annual budget, estimated annual cash requirements and working capital requirements. Based on this updated cash budget and considering its anticipated cash flows from regional operations, the cost containment measures implemented by the Company as a result of the COVID-19 pandemic and its holdings of cash, the Company believes that it has sufficient capital to meet its future operating expenses, capital expenditures and future debt service requirements for approximately the next 6 months. However, our ability to fund operating expenses, capital expenditures and future debt service requirements will depend on, among other things, our future operating performance, which will be affected by the velocity of our regional development strategy and general economic, financial and other factors, including factors beyond our control such as COVID-19. See “Cautionary Note Regarding Forward-Looking Information”, “Risks and Uncertainties” and “Factors Affecting our Performance” in this MD&A.

On April 21, 2020, Greenbrook entered into a promissory note with U.S. Bank National Association (the “Lender”), evidencing an unsecured loan in the amount of $3,080,760 (the “Loan”) made to the Company under the United States Paycheck Protection Program (the “PPP”). The PPP is a program organized by the U.S. Small Business Administration established under the recently-enacted Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”). The Loan bears interest at a fixed rate of 1.0% per annum with a maturity date of two years from the date of the Loan. Payments are deferred for the first six months under the Loan, and the Loan may be forgiven in its entirety provided that the proceeds from the Loan are used by Greenbrook to cover payroll costs, rent and utilities.

On November 10, 2020, we entered into a non-binding term sheet with a third party lender in respect of the Proposed Debt Financing. See “Key Highlights and Recent Developments – Proposed Debt Financing”.

Cash Flows used in Operating Activities

For YTD 2020, cash flows used in operating activities (which includes the full cost of developing new TMS Centers) totaled $6.2 million, as compared to $7.1 million in YTD 2019. The decrease in cash flows used in operating activities is primarily attributable to the cost containment measures implemented as a result of the COVID-19 pandemic (see “Key Highlights and Recent Developments – COVID-19 Business Impact”) as well as enhanced collection activity.

Cash Flows generated from Financing Activities

For YTD 2020, cash flows generated from financing activities amounted to $7.7 million as compared to $16.9 million in YTD 2019. This change is largely driven by the difference in net proceeds received by the Company in connection with the Offering in Q2 2020 and the PPP compared to the net proceeds received by the Company in connection with the public offering and concurrent private placement of Common Shares completed during Q2 2019.

Cash Flows used in Investing Activities

For YTD 2020, cash flows used in investing activities totaled $0.2 million as compared to $7.6 million in YTD 2019, which primarily relates to the Achieve TMS Acquisition which occurred in Q3 2019.

INDEBTEDNESS

During Fiscal 2018, the Company assumed loans from four separate banking institutions that were previously extended for the purchase of TMS Devices to non-controlling interest holder partners. The device loans were assumed as part of partnerships with local physicians, behavioral health groups or other investors, which own minority interests in certain TMS Center subsidiaries. These device loans bear an average interest rate of 10% with average monthly blended interest and capital payments of $1,575 and mature or matured, as applicable, during the years ended December 31, 2019 to December 31, 2023. There are no significant financial covenants associated with these loans. The loans related to one of the banking institutions were repaid during Fiscal 2019.

During Fiscal 2019, the Company assumed loans from two separate banking institutions that were previously extended for the purchase of TMS Devices to non-controlling interest holder partners. The device loans were assumed as part of partnerships with local physicians, behavioral health groups or other investors, which own minority interests in certain TMS Center subsidiaries. These device loans bear an average interest rate of 13% with average monthly blended interest and capital payments of $1,756 and mature during the year ended December 31, 2021. There are no significant financial covenants associated with these loans.

During YTD 2020, the Company was released from its obligations pertaining to one of the bank loans assumed during Fiscal 2019 as a result of the disposal of the related TMS Device.

On April 21, 2020, Greenbrook entered into a promissory note with the Lender, evidencing the Loan made to the Company under the PPP. See “Financial Condition, Liquidity and Capital Resources” above.

Off-Balance Sheet Arrangements

The Company has not engaged in any off-balance sheet financing transactions.

Share Information

The Company is authorized to issue an unlimited number of Common Shares and an unlimited number of preferred shares, issuable in series. As of September 30, 2020, there were 67,512,383 Common Shares and nil preferred shares issued and outstanding. In addition, there were 3,795,668 stock options and 564,540 broker warrants, each representing a right to acquire one Common Share, issued and outstanding. As of the date of this MD&A, assuming exercise and exchange of all outstanding options and broker warrants, there are 71,872,591 equity securities of the Company issued and outstanding on a fully-diluted basis.

Related Party Transactions

Compensation of key management personnel

The Company transacts with key individuals from management who have authority and responsibility to plan, direct, and control the activities of the Company. Key management personnel are defined as the executive officers of the Company, including the President and Chief Executive Officer (“CEO”), the Chief Operating Officer, the Chief Financial Officer (“CFO”), the Chief Marketing Officer and the Chief Medical Officer.

Transactions with significant shareholder – Greybrook Health Inc.

As at September 30, 2020, $0.1 million was included in accounts payable and accrued liabilities related to payables for management services and other overhead costs rendered by Greybrook Health Inc. (“Greybrook Health”) to the Company in the ordinary course of business under the MSA (as defined below) (December 31, 2019: $0.1 million).

During Q3 2020 and YTD 2020, the Company recognized $0.1 million and $0.3 million in corporate, general and administrative expenses, respectively (Q3 2019 and YTD 2019: $0.1 million and $0.4 million, respectively) related to transactions with the significant shareholder.

On January 1, 2015, we entered into a management and consulting services agreement (the “MSA”) with our significant shareholder, Greybrook Health, pursuant to which Greybrook Health provides us and our subsidiaries with certain incidental services, including financial advisory services, business development advisory services and business and operating consulting services (collectively, the “Services”). More specifically, these Services include: (i) the provision of office space for our head office in Toronto, Ontario, and (ii) compensation for our chief financial officer, chief operating officer and twelve other employees consisting of our general counsel and, ten full-time employees and one part-time employee that, together, provide customary administrative, finance and accounting services to the Company and one part-time employee that provides customary IT infrastructure services to the Company. All of the Services provided by Greybrook Health are provided on a cost basis whereby the Company reimburses Greybrook Health for costs incurred in connection with the provision of such Services. There is no mark-up charged by Greybrook Health for the provision of the Services. The MSA will expire on January 1, 2021 or earlier if either party provides the other with at least 30 days’ notice of termination.

Subsequent to September 30, 2019, compensation for all employees noted above, except for the Chief Operating Officer and the part time employee that provides customary IT infrastructure services to the Company, is no longer being provided by Greybrook Health and is being paid directly by the Company.

Risks and Uncertainties

We are exposed to a variety of financial risks in the normal course of our business, including interest rate, credit, currency and liquidity risk. Our overall risk management program and business practices seek to minimize any potential adverse effects on our consolidated financial performance.

Risk management is carried out under practices approved by our Board of Directors (the “Board”). This includes identifying, evaluating and hedging financial risks based on the requirements of our organization. Our Board provides guidance for overall risk management, covering many areas of risk including interest rate risk, credit risk, currency risk, and liquidity risk.

COVID-19

In December 2019, the novel coronavirus, COVID-19 surfaced in Wuhan, China. The World Health Organization (declared a global emergency on January 30, 2020 with respect to the outbreak and then characterized it as a pandemic on March 11, 2020. The outbreak has spread globally, causing companies and various international jurisdictions to impose restrictions, such as quarantines, closures, cancellations and travel restrictions. While these effects are expected to be temporary and may be relaxed or rolled back if and when COVID-19 abates, the actions may be reinstated as the pandemic continues to evolve and in response to actual or potential resurgences. The duration of the resulting business disruptions and related financial impact cannot be reasonably estimated at this time. While all of our TMS Centers remain open, and are expected to remain open, during the pandemic, we experienced a temporary decline in both patient visits/treatments and new patient treatment starts in YTD 2020 as a results of the restrictions imposed in response to the COVID-19 pandemic. This decline negatively impacted our business, and it is likely that the Company’s consolidated results for Fiscal 2020, and potentially for future periods, will be negatively impacted by this event.

The Company relies on third-party suppliers and manufacturers for its TMS devices. This outbreak has resulted in the extended shutdown of certain businesses around the globe, which may in turn result in disruptions or delays to the Company’s supply chain. These may include disruptions from the temporary closure of third-party supplier and manufacturer facilities, interruptions in TMS device supply or restrictions on the export or shipment of TMS devices. Any disruption to the Company’s suppliers and their contract manufacturers will likely impact the Company’s revenue and operating results. The outbreak of COVID-19 may also impact patient visits due to various “stay at home” and/or “shelter in place” orders, the availability of key TMS device components, logistics flows and the availability of other resources to support critical operations.

A local, regional, national or international outbreak of a contagious disease, including, but not limited to, COVID-19, Middle East Respiratory Syndrome, Severe Acute Respiratory Syndrome, H1N1 influenza virus, avian flu or any other similar illness, or a fear of any of the foregoing, could adversely impact the Company by causing operating delays and disruptions, labor shortages and shutdowns (including as a result of government regulation and prevention measures). If the Company is unable to mitigate the impacts of COVID-19 on its operations, the Company’s costs may increase, and its revenue could decrease. It is unknown whether and how the Company may be affected if such an epidemic persists for an extended period of time. A widespread health crisis could adversely affect the global economy, resulting in an economic downturn that could impact demand for the services the Company provides.

The future impact of the outbreak is highly uncertain and cannot be predicted, and there is no assurance that the outbreak will not have a material adverse impact on the future results of the Company. The extent of the impact will depend on future developments, including actions taken to contain COVID-19.

Interest Rate Risk

We are exposed to changes in interest rates on our cash and long-term debt. Debt issued at variable rates exposes us to cash flow interest rate risk. Debt issued at fixed rates exposes us to fair value interest rate risk. As of September 30, 2020, we only have fixed interest rate debt. The impact of future interest rate expense resulting from future changes in interest rates will depend largely on the gross amount of our borrowings at such time.

Credit Risk

Credit risk is the risk of an unexpected loss if a customer or counterparty to a financial instrument fails to meet its contractual obligations. The Company’s financial instruments that are exposed to concentrations of credit risk are primarily cash and accounts receivable. The Company limits its exposure to credit risk with respect to cash by dealing with large creditworthy financial institutions. The Company’s accounts receivable consist primarily of receivables from large creditworthy medical insurance companies and government-backed health plans. Collectability of the receivables is reviewed regularly and an allowance is established as necessary.

Currency Risk

Currency risk is the risk to our earnings that arises from fluctuations in foreign exchange rates and the degree of volatility of those rates. We have minimal exposure to currency risk as substantially all of our revenue, expenses, assets and liabilities are denominated in U.S. dollars.

Liquidity Risk

Liquidity risk is the risk that we cannot meet a demand for cash or fund our obligations as they come due. We manage liquidity risk by continuously monitoring actual and projected cash flows, taking into account our revenues, income and working capital needs. See “Critical Accounting Estimates and Judgments – COVID-19” below regarding the impact of COVID-19 on our liquidity.

DISCLOSURE CONTROLS & PROCEDURES AND INTERNAL CONTROL OVER FINANCIAL REPORTING

Disclosure Controls & Procedures

Management is responsible for establishing and maintaining a system of disclosure controls and procedures to provide reasonable assurance that all material information relating to the Company is gathered and reported to senior management, including the CEO and the CFO, on a timely basis so that appropriate decisions can be made regarding public disclosure.

There has been no change in the Company’s disclosure controls and procedures that occurred during the three and nine months ended September 30, 2020 that has materially affected, or is reasonable likely to materially affect, the Company’s disclosure controls and procedures.

Internal Controls over Financial Reporting

Management is also responsible for establishing and maintaining adequate internal controls over financial reporting (“ICFR”) to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial reports for external purposes in accordance with IFRS. In designing such controls, it should be recognized that, due to inherent limitations, any controls, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives and may not prevent or detect misstatements. Additionally, management is required to use judgment in evaluating controls and procedures.

There has been no change in the Company’s ICFR that occurred during the three months ended September 30, 2020 that has materially affected, or is reasonable likely to materially affect, the Company’s ICFR.

Critical Accounting Estimates and Judgments

There have been no changes to the Company’s critical accounting estimates and judgments since the fiscal year ended December 31, 2019, except as noted below.

Government Grants

Interest free or less than market interest government loans or government-backed loans are measured at amortized cost using the effective interest rate method. The interest rate used is based on the market rate for a comparable instrument with a similar term. The difference between the fair value at inception and the loan proceeds received is recorded as a government grant. The grant portion is presented separately as deferred grant income on the condensed interim consolidated statement of financial position. It is amortized over the useful life of the loan and is deducted against the related interest expense on the condensed interim consolidated statements of net loss and comprehensive loss.

COVID-19

The uncertainties around the outbreak of COVID-19 require the use of judgements and estimates. The future impact of COVID-19 uncertainties could generate, in future reporting periods, a significant risk of material adjustment to the carrying amounts of the following: goodwill and intangible assets impairment, leases, business combinations, provisions, litigations and claims.

The Company has experienced losses since inception and has negative cash flow from operating activities of $6.2 million for the nine-months ended September 30, 2020 ($7.1 million – nine-months ended September 30, 2019) and negative working capital as at September 30, 2020. Given the impact that the COVID-19 pandemic, including the related government-imposed social distancing and “shelter-in-place” measures, has had on the overall volumes of patient treatments, the overall cash flows of the Company have been negatively impacted. Although the Company anticipates that it will have positive cash flow from operating activities in the future, the Company anticipates that its overall cash flows may continue to be negatively impacted until the global economic impact of COVID-19 subsides. The Company expects it will require additional financing to fund its operating and investing activities and such additional financing is required in order for the Company to repay its short-term obligations. These conditions indicate the existence of a material uncertainty that may cast significant doubt as to the Company’s ability to continue as a going concern. The Company also has strong supportive shareholders and a proven track record of successfully raising capital when required. The failure to raise such capital when required could result in the delay or indefinite postponement of current business objectives and additional financing may not be available on favorable terms or at all.

The condensed interim consolidated financial statements do not reflect adjustments that would be necessary if the going concern assumptions were not appropriate. If the going concern basis was not appropriate for the condensed interim consolidated financial statements, then adjustments would be necessary to the carrying value of assets and liabilities, the reported expenses, and the condensed interim consolidated statements of financial position classification used.

Changes in Significant Accounting Policies

There are no recent accounting pronouncements that are applicable to the Company or that are expected to have a significant impact on the Company.

RISK FACTORS

For a detailed description of risk factors associated with the Company, refer to the “Risk Factors” section of the Company’s annual information form dated March 10, 2020 for its fiscal year ended December 31, 2019, which is available on SEDAR at www.sedar.com, and the “Risks and Uncertainties” section in this MD&A.

ADDITIONAL INFORMATION

Additional information relating to the Company, including the Company’s annual information form, is available on SEDAR at www.sedar.com. The Company’s Common Shares are listed for trading on the Toronto Stock Exchange under the symbol “GTMS”.

Exhibit 99.5

See accompanying notes to condensed interim consolidated financial statements.

See accompanying notes to condensed interim consolidated financial statements.

See accompanying notes to condensed interim consolidated financial statements.

See accompanying notes to condensed interim consolidated financial statements.

Greenbrook TMS Inc.

Notes to Condensed Interim Consolidated Financial Statements

(Expressed in U.S. dollars, unless otherwise stated)

Three and nine months ended September 30, 2020 and 2019

(Unaudited)

Greenbrook TMS Inc. (the “Company”), an Ontario corporation along with its subsidiaries, controls and operates a network of outpatient mental health services centers that specialize in the provision of Transcranial Magnetic Stimulation (“TMS”) therapy for the treatment of depression and related psychiatric services.

Our head and registered office is located at 890 Yonge Street, 7th Floor, Toronto, Ontario, Canada M4W 3P4. Our United States corporate headquarters is located at 8405 Greensboro Drive, Suite 120, Tysons Corner, Virginia, USA, 22102.

These condensed interim consolidated financial statements for the three and nine months ended September 30, 2020 have been prepared in accordance with IAS 34 – Interim Financial Reporting, as issued by the International Accounting Standards Board (“IASB”) and the basis of presentation outlined in note 2(b) on the assumption that the Company is a going concern and will continue in operation for the foreseeable future and will be able to realize its assets and discharge its liabilities and commitments in the normal course of business.

The Company has experienced losses since inception, has negative cash flow from operating activities for the nine-months ended September 30, 2020 of $6.2 million (2019 - $7.1 million) and negative working capital at September 30, 2020. Given the impact that the COVID-19 (coronavirus) pandemic (“COVID-19”), including the related government-imposed social distancing and “shelter-in-place” measures, has had on the overall volumes of patient treatments, the overall cash flows of the Company have been negatively impacted. Although the Company anticipates that it will have positive cash flow from operating activities in the future, the Company anticipates that its overall cash flows may continue to be negatively impacted until the global economic impact of COVID-19 subsides. The Company expects it will require additional financing to fund its operating and investing activities and such additional financing is required in order for the Company to repay its short-term obligations. These conditions indicate the existence of a material uncertainty that may cast significant doubt as to the Company’s ability to continue as a going concern. The Company also has strong supportive shareholders and a proven track record of successfully raising capital when required. The failure to raise such capital when required could result in the delay or indefinite postponement of current business objectives and additional financing may not be available on favorable terms or at all.

Greenbrook TMS Inc.

Notes to Condensed Interim Consolidated Financial Statements (continued)

(Expressed in U.S. dollars, unless otherwise stated)

Three and nine months ended September 30, 2020 and 2019

(Unaudited)

These condensed interim consolidated financial statements do not reflect adjustments that would be necessary if the going concern assumptions were not appropriate. If the going concern basis was not appropriate for these condensed interim consolidated financial statements, then adjustments would be necessary to the carrying value of assets and liabilities, the reported expenses, and the condensed interim consolidated statements of financial position classification used, and these adjustments may be material.

These condensed interim consolidated financial statements for the three and nine months ended September 30, 2020 have been prepared in accordance with IAS 34 – Interim Financial Reporting, as issued by the IASB. The disclosures contained in these condensed interim consolidated financial statements do not include all of the requirements of International Financial Reporting Standards (“IFRS”) for annual consolidated financial statements. The condensed interim consolidated financial statements should be read in conjunction with the audited consolidated financial statements of the Company as at and for the year ended December 31, 2019.

These condensed interim consolidated financial statements comprise the accounts of Greenbrook TMS Inc., the parent company, and its subsidiaries. The Company accounts for its controlled subsidiaries using the consolidation method of accounting from the date that control commences and is deconsolidated from the date control ceases. All intercompany transactions and balances have been eliminated on consolidation.

These condensed interim consolidated financial statements were approved by the Board of Directors of the Company (the “Board”) and authorized for issue by the Board on November 10, 2020.

These condensed interim consolidated financial statements have been prepared using the significant accounting policies consistent with those applied in the Company’s December 31, 2019 audited consolidated financial statements, except as described below relating to the application of IAS 20, Accounting for Government Grants and Disclosure of Government Assistance.

Greenbrook TMS Inc.

Notes to Condensed Interim Consolidated Financial Statements (continued)

(Expressed in U.S. dollars, unless otherwise stated)

Three and nine months ended September 30, 2020 and 2019

(Unaudited)

Interest free or less than market interest government loans or government-backed loans are measured at amortized cost using the effective interest rate method. The interest rate used is based on the market rate for a comparable instrument with a similar term. The difference between the fair value at inception and the loan proceeds received is recorded as a government grant. The grant portion is presented separately as deferred grant income on the condensed interim consolidated statements of financial position. It is amortized over the useful life of the loan and is deducted against the related interest expense on the condensed interim consolidated statements of net loss and comprehensive loss.

The uncertainties around the outbreak of COVID-19 required the use of judgements and estimates. The future impact of COVID-19 uncertainties could generate, in future reporting periods, a significant risk of material adjustment to the carrying amounts of the following: goodwill and intangible assets impairment, leases, business combinations, provisions, litigation and claims.

There are no recent accounting pronouncements that are applicable or that are expected to have a significant impact on the Company.

On September 26, 2019, the Company, through its wholly-owned subsidiary, TMS NeuroHealth Centers, Inc. (“TMS US”), completed the acquisition of all of the issued and outstanding membership interests of each of Achieve TMS Centers, LLC and Achieve TMS Alaska, LLC (collectively, “Achieve TMS”) for a purchase price of $10,596,912 (net of Achieve TMS’ cash), of which $2,611,044 of the purchase price was satisfied through the issuance of an aggregate of 1,431,736 common shares of the Company to the vendors and the remainder was settled in cash, less deferred and contingent consideration of $1,274,402 (the “Acquisition”).

Greenbrook TMS Inc.

Notes to Condensed Interim Consolidated Financial Statements (continued)

(Expressed in U.S. dollars, unless otherwise stated)

Three and nine months ended September 30, 2020 and 2019

(Unaudited)

In addition, a portion of the purchase price payable in respect of the Acquisition is subject to an earn-out based on the earnings before interest, tax, depreciation and amortization (EBITDA) achieved by Achieve TMS during the twelve-month period following the closing of the Acquisition. As at September 30, 2020, the Company estimates the purchase price payable in respect of the earn-out to be $9,295,000 (December 31, 2019 - nil) of which $6,506,500 of this estimated amount would be settled in cash and the remainder would be settled through the issuance of common shares of the Company to the vendors, subject to regulatory and stock exchange approval. The common shares will be issued based on a price per common share equal to the volume-weighted average trading price of the Company’s common shares on the Toronto Stock Exchange for the five trading days ending two trading days prior to the payment date. The amount recognized for the earn-out is recorded as earn-out consideration in the condensed interim consolidated statements of net loss and comprehensive loss. The amount recognized as at September 30, 2020 is based on management’s best estimate of the earn-out payable and is subject to estimation uncertainty.

Achieve TMS operates TMS centers in California, Oregon and Alaska, with a particular focus on deep TMS therapy. The Acquisition provided the Company with a national footprint of over 100 TMS centers and a platform for further West Coast expansion through excellent brand recognition, physician reputation and high visibility within the West Coast TMS community.

The Acquisition has been accounted for using the acquisition method of accounting. The allocation of the purchase price consideration for the Acquisition is final and is comprised as follows:

Greenbrook TMS Inc.

Notes to Condensed Interim Consolidated Financial Statements (continued)

(Expressed in U.S. dollars, unless otherwise stated)

Three and nine months ended September 30, 2020 and 2019

(Unaudited)

The goodwill is primarily attributable to the ability to expand the Company’s national footprint and the synergies expected to result from combining Achieve TMS’ operations with the Company. Goodwill is deductible for tax purposes.

During the nine months ended September 30, 2020, the Company paid $224,402 in deferred and contingent consideration (December 31, 2019 – nil). The remaining deferred and contingent consideration payable balance, excluding the earn-out, as at September 30, 2020 is $1,050,000 (December 31, 2019 – $1,274,402) and the related cash is being held in an escrow account subject to finalization of the escrow conditions.