Thanks, Steve. As mentioned in our press release earlier today, we are excited to announce that we have signed a definitive agreement to acquire Greenbrook TMS. If you have followed Neuronetics in the past, you will be aware that Greenbrook is the nation's largest TMS provider and the largest user of NeuroStar systems. This acquisition brings together 2 of the leaders in the mental health industry, creating a unique vertically integrated company with a significant footprint to bring the benefits of cutting-edge mental health therapies to as many patients as possible.Before diving into the transaction, we wanted to review the significant opportunities that exist for innovative solutions for the treatment of mental health conditions within the U.S. There are currently over 29 million patients, including adults and adolescents, who suffer from depression, anxious depression and OCD. Within that massive patient population, more than 4.4 million people are being treated with medication and are poorly served as they are not finding the relief they desperately seek. This represents a large opportunity for businesses like Neuronetics and Greenbrook as just a fraction of patients who qualify for TMS are currently being treated with nondrug alternatives.
Let me walk you through some key points of the transaction. Prior to the merger, all of Greenbrook's existing long-term debt will be converted to Greenbrook TMS common shares. On a pro forma basis, Neuronetics shareholders will own approximately 57% of the combined entity, with Greenbrook owning the remaining 43%. Each share of Greenbrook is expected to convert into 0.01149 shares of Neuronetics common stock, subject to adjustment prior to closing.
Our existing Neuronetics management team will remain in their leadership roles, and key members of Greenbrook TMS management team, including Bill Leonard, Greenbrook's President and Chief Executive Officer; Peter Willett, Greenbrook Chief Financial Officer; and Dr. Geoffrey Grammer, Greenbrook's Chief Medical Officer, among others, will join the Neuronetics management team. The combined company will continue to operate as Neuronetics, Inc. and will maintain its listing on NASDAQ under the ticker symbol STIM.
As with any merger of this scale, the deal is subject to customary closing conditions. This includes approval by shareholders of both Neuronetics and Greenbrook TMS. We anticipate the closing to take place in the fourth quarter of 2024.
Now for an overview of Greenbrook TMS. They are the largest provider of TMS therapy in the United States, operating approximately 120 treatment centers across 18 states in the U.S. This extensive network allows them to reach a wide range of patients in need of mental health services in some of the country's largest markets.
Greenbrook offers 3 distinct services for patients: med management, NeuroStar TMS therapy and SPRAVATO treatment. This comprehensive approach allows them to address various aspects of mental health care through a broad spectrum of the continuum of care.
Greenbrook has been prolific in treating patients suffering from mental health disorders with over 47,000 patients having been treated, which speaks to the scale of their operation and the growing demand for these services.
We strongly believe that the combination of the nation's leading developer of TMS technology and the nation's largest provider of NeuroStar Therapy creates a single organization that will have the ability to advance the care of patients suffering from mental health disorders to levels not seen before in this industry.
First and foremost, this merger creates a vertically integrated organization capable of providing access to a broader array of mental health therapies, including med management, NeuroStar and SPRAVATO, with significant scale in the U.S. This integration allows us to optimize every step of the patient journey, from awareness to treatment which has a variety of downstream benefits.
In addition, it gives us the ability to drive increased awareness of NeuroStar therapy through a single unified brand. As it sits today, the market is relatively fragmented and highly focused on the reputations and capabilities of small businesses to educate patients on TMS and NeuroStar. This consolidated marketing approach will be more efficient and effective, reaching more patients who could benefit from this treatment. Specific to Greenbrook, this merger allows for consistent delivery of best practices across the nation's leading TMS provider network. We can ensure that patients receive the highest quality care regardless of which treatment center they visit.
Importantly, this transaction provides a variety of positive benefits for our entire customer base, including increased brand recognition, the potential to improve customer business operations by providing centralized services, and the ability to expand training opportunities on how to incorporate additional patient offerings in addition to NeuroStar into their practices. I will cover each of these opportunities shortly.
From a financial perspective, this merger transforms the profile of the combined entity. With a significantly larger revenue base, increased resources and a diversified model, we will be able to take advantage of opportunities not available to either company independently. In addition, we see substantial opportunities to take advantage of cost synergies, which we will discuss in more detail shortly.
Lastly, and crucially, this merger accelerates our path to profitability. The combined strength of our 2 companies puts us in a much stronger financial position and brings forward our time line for achieving substantial profitability.
In essence, this merger is about creating a stronger, more efficient and more effective organization that can better serve patients and NeuroStar providers alike. It positions us to be the clear leader in the TMS therapy space and sets the stage for significant growth and value creation in the years to come.
With approximately 1,200 NeuroStar sites across the U.S., we would not be pursuing this transaction if it would negatively impact our customers' businesses. As a matter of fact, I'm enthusiastic about the scale of the new organization will provide the opportunity to deliver a variety of positive benefits across our entire customer base.
Firstly, through new marketing under development, we will significantly increase brand recognition for NeuroStar. This enhanced visibility will help educate more patients about the benefits of our therapies, which we expect will drive increased patient volume to our customers' practices.
What is unique about this transaction is that it gives us the ability to expand training opportunities for our current customers on additional services we will now have the expertise to help operationalize within their practices.
This training will be through NeuroStar University and hands-on partnership through our practice development managers. This includes comprehensive programs on how to effectively educate patients on medication management and SPRAVATO treatment alongside their existing TMS offering, and incorporate these into their practices. This approach can help our customers provide more comprehensive care and potentially increase their revenue while working with a trusted partner who is already intimately familiar with their operations.
With the ability to offer expanded care solutions to our customers, we can also provide a number of other solutions to improve their business operations. Number one, payer contracts. With the scale of Greenbrook and our BMP network, which collectively represents approximately 350 customer sites, we'll have more leverage in negotiations with insurance companies to develop more favorable regional and national contracts, which we would extend to our customer base. This could lead to greater reimbursem*nt rates, potential improvement in the economics of TMS, which would lead to increased practice profitability for our customers.
In addition, this contracting leverage will apply to both Med Management and SPRAVATO, which makes it easier for our customers to incorporate these into their practices.
Number two, reimbursem*nt processing and billing. We will also be able to offer more robust support in navigating the complex landscape of insurance reimbursem*nt by providing billing services to our customers, which could speed up the payment processing and reduce denied claims, allowing our customers to focus on what they do best: treating patients.
Number three, improving revenue cycle management. By leveraging our combined expertise and resources, we can help our customers optimize their billing and collection process, potentially improving their cash flow and profitability. As an example, most current Greenbrook contracts require payment within 30 to 45 days rather than the typical 90 days that most customers are forced to tolerate.
Number four, access to a centralized call center. By leveraging Greenbrook's existing call center operation, we can help manage patient calls and education more efficiently, potentially increasing conversion rates and reducing the administrative burden required to meet the demand for TMS.
This merger isn't about growing a stronger Neuronetics. It's about creating an even more powerful ecosystem to enable our customers to provide better care, run more efficient practices, and ultimately treat more patients in need of mental health support.
Beyond the compelling strategic benefits this transaction offers to existing customers, there are compelling financial benefits for the combined company. Number one, increased revenue scale and strong growth trajectory. In fiscal year 2023, the pro forma revenue of the combined company would have been approximately $145 million, effectively doubling the scale of the stand-alone businesses. Additionally, the combined company expects mid-teen year-over-year revenue growth in fiscal years 2025 and 2026.
Number two, material cost synergies. Through the optimization of marketing spend as well as back-office functions, the combined company expects to be able to realize at least $15 million of annual cost savings, the majority of which will come in fiscal year 2025.
Number three, accelerated path to profitability. Coming as a result of strong expected revenue growth and the realization of cost synergies, the combined company anticipates to be both adjusted EBITDA positive and cash flow positive for full fiscal year 2025.
And lastly, a bolstered balance sheet. As a result of pre-transaction conversion of Greenbrook's debt into common shares, in combination with the scale of the business post acquisition, the consolidated company will be able to leverage and improve balance sheet to execute on its long-term growth strategy.
I am really excited about what Neuronetics and Greenbrook can accomplish together. We will be able to amplify brand awareness and, with this unified approach, boost brand recognition, making NeuroStar the household name for TMS therapy. What this means is that all the NeuroStar systems inside our customers' practices will become even more recognizable to their patients, making it easier to treat patients in need.
We believe this transformative transaction brings together 2 of the leading mental health companies to create an organization with the ability to leverage its scale and capabilities to become the organization to provide innovative care solutions for practices looking to treat patients suffering from mental health conditions and ultimately deliver value to shareholders.
And with that, I would like to open the line for questions.
