0001665988FALSE00016659882024-08-062024-08-06

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 8-K
 

CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): August 6, 2024
 
Bioventus Inc.
(Exact name of registrant as specified in charter)
 
Delaware 001-37844 81-0980861
(State or other jurisdiction
of incorporation)
 
(Commission
File Number)
 
(IRS Employer
Identification Number)
4721 Emperor Boulevard, Suite 100
Durham, North Carolina 27703
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code: (919) 474-6700
N/A
(Former name or former address, if changed since last report)
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17     CFR 240.14d-2(b))
☐    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class 
Trading
Symbol(s)
 
Name of each exchange
on which registered
Class A common Stock, $0.001 par value per share BVS The Nasdaq Global Select Market
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company  ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.   ☒


Item 2.02.    Results of Operations and Financial Condition.
On August 6, 2024, Bioventus Inc. (the “Company”) issued a press release announcing its financial results for the three and six months ended June 29, 2024. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
The information contained in this Item 2.02, including Exhibit 99.1 hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing made by the Company under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filings, unless expressly incorporated by specific reference in such filing.
Item 9.01.    Financial Statements and Exhibits.
(d)Exhibits.
Exhibit No.  Description
  
104Cover Page Interactive Data File (embedded within the Inline XBRL document).
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
BIOVENTUS INC.
Date: August 6, 2024By:/s/ Anthony D’Adamio
Anthony D’Adamio
Senior Vice President and General Counsel


Exhibit 99.1

image_0a.jpg
Bioventus Reports Second Quarter Financial Results
•Q2 Revenue Advanced by 10.3%, Organic Growth* by 13.9%
•Q2 Gross Margin Expanded 350 bps and Adjusted Gross Margin* 180 bps
•Cash from Operations of $15.2 million Increased 40.5%
•Raising Full-Year 2024 Financial Guidance Reflecting Enhanced Revenue Growth and Strong Execution of Strategic Priorities

DURHAM, NC – August 6, 2024 – Bioventus Inc. (Nasdaq: BVS) ("Bioventus" or the "Company"), a global leader in innovations for active healing, today reported financial results for the three and six months ended June 29, 2024.
“The Bioventus team delivered strong financial results in the second quarter, including double-digit organic growth for the third consecutive quarter and a significant increase in profitability,” said Rob Claypoole, Bioventus President and Chief Executive Officer. "We are pleased to raise our financial guidance for full-year 2024 as we remain focused on successfully executing on our strategic priorities to create shareholder value.”
Second Quarter 2024 Financial Results:
For the second quarter, worldwide revenue of $151.2 million increased 10.3% compared to the prior-year period. On an organic* basis, revenue advanced 13.9%, driven by double-digit growth in Pain Treatments and Surgical Solutions.
Net Loss from continuing operations was $32.1 million, compared to a net loss from continuing operations of $4.7 million in the prior-year period. Second quarter results include a non-cash intangible asset impairment charge of $31.9 million related to the potential divestiture of our Advanced Rehabilitation Business and costs for the settlement of shareholder litigation.
Adjusted EBITDA* from continuing operations of $34.5 million advanced 22.4% compared to the prior year Adjusted EBITDA* of $28.2 million, due to strong revenue growth and gross margin expansion.
Loss per share of Class A common stock from continuing operations was $0.37 in the second quarter, compared to a loss of $0.06 in the prior-year period. Non-GAAP earnings per share of Class A common stock from continuing operations* was $0.19 in the second quarter, compared to $0.14 in the prior-year period.







*See below under “Use of Non-GAAP Financial Measures” for more details.


Revenue By Business
The following table represents net sales by geographic region, and by business, for the three months ended June 29, 2024 and July 1, 2023:
Three Months EndedChange as ReportedConstant Currency* Change
(in thousands, except for percentage)June 29, 2024July 1, 2023$%%
U.S.
Pain Treatments
$65,194 $55,617 $9,577 17.2 %17.2 %
Restorative Therapies(a)
27,435 30,012 (2,577)(8.6 %)(8.6 %)
Surgical Solutions(a)
41,780 35,218 6,562 18.6 %18.6 %
Total U.S. net sales134,409 120,847 13,562 11.2 %11.2 %
International
Pain Treatments
7,066 6,024 1,042 17.3 %18.5 %
Restorative Therapies(a)
4,185 4,690 (505)(10.8 %)(9.4 %)
Surgical Solutions(a)
5,557 5,508 49 0.9 %1.3 %
Total International net sales16,808 16,222 586 3.6 %4.6 %
Total net sales$151,217 $137,069 $14,148 10.3 %10.4 %
(a)Sales from the SonicOne product were reclassified from Restorative Therapies to Surgical Solutions on a prospective and retrospective basis during the first quarter of 2024 as its abilities to remove devitalized or necrotic tissue and fiber deposits more closely aligns with Surgical Solutions' soft tissue management. SonicOne revenue reclassified for the three months ended July 1, 2023 totaled $1,832 and $84 for the U.S. and International reporting segments, respectively.
Recent Business Highlights
Bioventus continues to advance its strategic priorities with key achievements, including the following:
•Delivering strong double-digit revenue growth in Pain Treatments and Surgical Solutions, which contributed to a 22.4% increase in Adjusted EBITDA*
•Enhancing the Company's liquidity position through an increase in Adjusted EBITDA* and $8 million debt reduction.
•Receiving FDA clearance for the OSTEOAMP Cannula creating opportunities for growth in the Minimally Invasive Spine Procedure market
•Pursuing the divestiture of Advanced Rehabilitation, which is expected to reduce debt and enable greater focus on execution within our remaining core business
2024 Financial Guidance:
Based on strong execution and momentum through the first half of 2024, Bioventus is raising financial guidance for the full-year 2024. The Company now expects:
•Net sales of $557 million to $567 million, reflecting an increase of $19.5 million from the midpoint of previous guidance
•Adjusted EBITDA* of $104 million to $107 million, reflecting an increase of $9 million from the midpoint of previous guidance
•Non-GAAP EPS* of $0.36 to $0.42, reflecting an increase of $0.10 from the midpoint of previous guidance
The Company does not provide U.S. GAAP financial measures, other than net sales, on a forward-looking basis, because the Company is unable to predict with reasonable certainty the impact and timing of acquisition related expenses, accounting fair-value adjustments, and certain other reconciling items without unreasonable efforts. These items are uncertain, depend on various factors, and could be material to the Company’s results computed in accordance with U.S. GAAP.



*See below under “Use of Non-GAAP Financial Measures” for more details.

About Bioventus
Bioventus delivers clinically proven, cost-effective products that help people heal quickly and safely. Its mission is to make a difference by helping patients resume and enjoy active lives. The Innovations for Active Healing from Bioventus include offerings for Pain Treatments, Restorative Therapies and Surgical Solutions. Built on a commitment to high quality standards, evidence-based medicine and strong ethical behavior, Bioventus is a trusted partner for physicians worldwide. For more information, visit www.bioventus.com and follow the Company on LinkedIn and Twitter. Bioventus and the Bioventus logo are registered trademarks of Bioventus LLC.
Second Quarter 2024 Earnings Conference Call:
Management will host a conference call to discuss the Company’s financial results and provide a business update, with a question and answer session, at 8:30 a.m. Eastern Time on August 6, 2024. Those who would like to participate may dial 1-833-636-0497 (domestic and international) and refer to Bioventus Inc.
A live webcast of the call and any accompanying materials will also be provided on the investor relations section of the Company's website at https://ir.bioventus.com/.
The webcast will be archived on the Company’s website at https://ir.bioventus.com/ and available for replay until August 5, 2025.
Legal Notice Regarding Forward-Looking Statements
This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements contained in this press release that do not relate to matters of historical fact should be considered forward-looking statements, including, without limitation, statements concerning our future financial results and liquidity; the impact of the potential divestiture of our Advanced Rehabilitation Business financial condition and operations; our business strategy, position and operations; and expected sales trends, opportunities, market position and growth. In some cases, you can identify forward-looking statements by terminology such as “aim,” “anticipate,” “assume,” “believe,” “contemplate,” “continue,” “could,” “due,” “estimate,” “expect,” “goal,” “intend,” “may,” “objective,” “plan,” “predict,” “potential,” “positioned,” “seek,” “should,” “target,” “will,” “would” and other similar expressions that are predictions of or indicate future events and future trends, or the negative of these terms or other comparable terminology, although not all forward-looking statements contain these words.


Forward-looking statements are inherently subject to risks and uncertainties, some of which cannot be predicted or quantified. Factors that could cause our actual results to differ materially from those contemplated in this press release include, but are not limited to the risk that: we might not meet certain of our debt covenants under our Credit and Guaranty Agreement and might be required to repay our indebtedness; risks associated with the potential divestiture of our Advanced Rehabilitation Business and expected impacts on our business; restrictions on operations and other costs associated with our indebtedness; our ability to complete acquisitions or successfully integrate new businesses, products or technologies in a cost-effective and non-disruptive manner; we maintain cash at financial institutions, often in balance that exceed federally insured limits; we are subject to securities class action litigation and may be subject to similar or other litigation in the future, which will require significant management time and attention, result in significant legal expenses or costs not covered by our insurers, and may result in unfavorable outcomes; our ability to maintain our competitive position depends on our ability to attract, retain and motivate our senior management team and highly qualified personnel; we are highly dependent on a limited number of products; our long-term growth depends on our ability to develop, acquire and commercialize new products, line extensions or expanded indications; we may be unable to successfully commercialize newly developed or acquired products or therapies in the United States; demand for our existing portfolio of products and any new products, line extensions or expanded indications depends on the continued and future acceptance of our products by physicians, patients, third-party payers and others in the medical community; the proposed down classification of non-invasive bone growth stimulators, including our Exogen system, by the U.S. Food and Drug Administration (“FDA”) could increase future competition for bone growth stimulators and otherwise adversely affect the Company’s sales of Exogen; failure to achieve and maintain adequate levels of coverage and/or reimbursement for our products or future products, the procedures using our products, such as our hyaluronic acid (“HA”) viscosupplements, or future products we may seek to commercialize; pricing pressure and other competitive factors; governments outside the United States might not provide coverage or reimbursement of our products; we compete and may compete in the future against other companies, some of which have longer operating histories, more established products or greater resources than we do; if our HA products are reclassified from medical devices to drugs in the United States by the FDA, it could negatively impact our ability to market these products and may require that we conduct costly additional clinical studies to support current or future indications for use of those products; our failure to properly manage our anticipated growth and strengthen our brands; risks related to product liability claims; fluctuations in demand for our products; issues relating to the supply of our products, potential supply chain disruptions, and the increased cost of parts and components used to manufacture our products due to inflation; our reliance on a limited number of third-party manufacturers to manufacture certain of our products; if our facilities are damaged or become inoperable, we will be unable to continue to research, develop and manufacture certain of our products; economic, political, regulatory and other risks related to international sales, manufacturing and operations; failure to maintain contractual relationships; security breaches, unauthorized access to or disclosure of information, cyberattacks, or other incidents or the perception that confidential information in our or our vendors’ or service providers’ possession or control is not secure; failure of key information technology and communications systems, process or sites; risks related to our debt and future capital needs; failure to comply with extensive governmental regulation relevant to us and our products; we may be subject to enforcement action if we engage in improper claims submission practices and resulting audits or denials of our claims by government agencies could reduce our net sales or profits; the FDA regulatory process is expensive, time-consuming and uncertain, and the failure to obtain and maintain required regulatory clearances and approvals could prevent us from commercializing our products; if clinical studies of our future product candidates do not produce results necessary to support regulatory clearance or approval in the United States or elsewhere, we will be unable to expand the indications for or commercialize these products; legislative or regulatory reforms; our business may continue to experience adverse impacts as a result of the COVID-19 pandemic or similar epidemics; risks related to intellectual property matters; and other the other risks identified in our Annual Report on Form 10-K for the year ended December 31, 2023, as such factors may be updated from time to time in Bioventus’ other filings with the SEC which are accessible on the SEC’s website at www.sec.gov and the Investor Relations page of Bioventus’ website at https://ir.bioventus.com. Except to the extent required by law, the Company undertakes no obligation to update or review any estimate, projection, or forward-looking statement. Actual results may differ materially from those set forth in the forward-looking statements.



BIOVENTUS INC.
Consolidated balance sheets
As of June 29, 2024 and December 31, 2023
(Amounts in thousands, except share amounts) (unaudited)
 June 29, 2024 December 31, 2023
Assets 
Current assets: 
Cash and cash equivalents$31,994  $36,964 
Accounts receivable, net137,305  122,789 
Inventory87,606  91,333 
Prepaid and other current assets23,570  16,913 
Assets held for sale28,408 — 
Total current assets308,883  267,999 
Property and equipment, net31,938 36,605 
Goodwill7,462 7,462 
Intangible assets, net424,552 482,350 
Operating lease assets10,366 13,353 
Deferred tax assets6,884 — 
Investment and other assets2,088 3,141 
Total assets$792,173  $810,910 
Liabilities and Stockholders’ Equity 
Current liabilities: 
Accounts payable$24,437 $23,038 
Accrued liabilities139,978 119,795 
Current portion of long-term debt38,566 27,848 
Current portion of contingent consideration18,745 — 
Other current liabilities3,829 4,816 
Liabilities held for sale5,908 — 
Total current liabilities231,463  175,497 
Long-term debt, less current portion344,716 366,998 
Deferred income taxes— 1,213 
Contingent consideration— 18,150 
Other long-term liabilities26,932 27,934 
Total liabilities603,111  589,792 
Stockholders’ Equity: 
Preferred stock, $0.001 par value, 10,000,000 shares authorized, 0 shares issued
Class A common stock, $0.001 par value, 250,000,000 shares authorized as of June 29, 2024 and December 31, 2023, 65,172,159 and 63,267,436 shares issued and outstanding as of June 29, 2024 and December 31, 2023, respectively
65 63 
Class B common stock, $0.001 par value, 50,000,000 shares authorized, 15,786,737 shares issued and outstanding as of June 29, 2024 and December 31, 2023
16 16 
Additional paid-in capital500,969 494,254 
Accumulated deficit(350,098)(321,536)
Accumulated other comprehensive (loss) income(17)794 
Total stockholders’ equity attributable to Bioventus Inc.150,935  173,591 
Noncontrolling interest38,127 47,527 
Total stockholders’ equity189,062  221,118 
Total liabilities and stockholders’ equity$792,173 $810,910 


BIOVENTUS INC.
Consolidated statements of operations and comprehensive loss
(Amounts in thousands, except share and per share data, unaudited)
 Three Months EndedSix Months Ended
 June 29, 2024July 1, 2023June 29, 2024 July 1, 2023
Net sales$151,217 $137,069 $280,674 $256,128 
Cost of sales (including depreciation and amortization of
   $11,021, $12,301, $21,046 and $26,640, respectively)
47,578 47,946 88,655 93,086 
Gross profit103,639 89,123 192,019  163,042 
Selling, general and administrative expense94,785 74,844 173,191 155,702 
Research and development expense3,988 3,398 6,585 7,169 
Restructuring costs— 620 — 937 
Change in fair value of contingent consideration300 240 595 527 
Depreciation and amortization2,064 2,294 3,819 4,423 
Impairments of assets31,870 — 31,870 78,615 
Loss on disposals— 977 — 977 
Operating (loss) income(29,368)6,750 (24,041) (85,308)
Interest expense, net9,924 10,587 20,263 20,281 
Other expense (income)159 513 222 (1,075)
Other expense10,083 11,100 20,485  19,206 
Loss before income taxes(39,451)(4,350)(44,526) (104,514)
Income tax (benefit) expense, net(7,339)381 (6,432)235 
Net loss from continuing operations(32,112)(4,731)(38,094) (104,749)
Loss from discontinued operations, net of tax— — — (74,429)
Net loss(32,112)(4,731)(38,094)(179,178)
Loss attributable to noncontrolling interest -
    continuing operations		8,120 1,050 9,532 21,410 
Loss attributable to noncontrolling interest -
    discontinued operations		— — — 14,937 
Net loss attributable to Bioventus Inc.$(23,992)$(3,681)$(28,562) $(142,831)
Loss per share of Class A common stock from continuing operations, basic and diluted:$(0.37)$(0.06)$(0.45)$(1.34)
Loss per share of Class A common stock from discontinued operations, basic and diluted:— — — (0.95)
Loss per share of Class A common stock, basic and diluted$(0.37)$(0.06)$(0.45)$(2.29)
Weighted-average shares of Class A common stock
    outstanding:
Basic and diluted64,056,75962,551,28563,720,34262,338,018



BIOVENTUS INC.
Consolidated condensed statements of cash flows
(Amounts in thousands, unaudited)
Three Months EndedSix Months Ended
 June 29, 2024July 1, 2023June 29, 2024 July 1, 2023
Operating activities: 
Net loss$(32,112)$(4,731)$(38,094)$(179,178)
Less: Loss from discontinued operations, net of tax— — — (74,429)
Loss from continuing operations(32,112)(4,731)(38,094)(104,749)
Adjustments to reconcile net loss to net cash from operating activities:
Depreciation and amortization13,090 14,600 24,875 31,073 
Equity-based compensation3,672 (2,732)6,263 (886)
Change in fair value of contingent consideration300 240 595 527 
Impairment of assets31,870 — 31,870 78,615 
Deferred income taxes(8,179)(876)(8,098)(3,540)
Unrealized loss on foreign currency159 (146)536 601 
Loss on disposals— 977 — 977 
Other, net819 476 424 1,779 
Changes in working capital5,543 2,987 (9,214)11,057 
Net cash from operating activities - continuing operations15,162 10,795 9,157  15,454 
Net cash from operating activities - discontinued operations— — — (2,169)
Net cash from operating activities15,162 10,795 9,157 13,285 
Investing activities: 
Proceeds from sale of a business— 34,897 — 34,897 
Purchase of property and equipment(77)(1,397)(368)(4,957)
Investments and acquisition of distribution rights— — (709)— 
Net cash from investing activities - continuing operations(77)33,500 (1,077) 29,940 
Net cash from investing activities - discontinued operations— — — (11,506)
Net cash from investing activities(77)33,500 (1,077)18,434 
Financing activities: 
Proceeds from issuance of Class A common stock609 139 786 223 
Borrowing on revolver— — — 49,000 
Payment on revolver— (22,000)— (42,000)
Debt refinancing costs— (1,993)(1,180)(3,661)
Payments on long-term debt(8,264)(38,264)(11,320)(38,264)
Other, net(190)(130)(373)(166)
Net cash from financing activities(7,845)(62,248)(12,087) (34,868)
Effect of exchange rate changes on cash(419)240 (963)701 
Net change in cash, cash equivalents and restricted cash6,821 (17,713)(4,970) (2,448)
Cash, cash equivalents and restricted cash at the beginning of the period25,173 47,102 36,964 31,837 
Cash, cash equivalents and restricted cash at the end of the period$31,994 $29,389 $31,994  $29,389 



Use of Non-GAAP Financial Measures
Organic Revenue Growth
The Company defines the term “organic revenue” as revenue in the stated period excluding the impact from business acquisitions and divestitures. The Company uses the related term “organic revenue growth” or "organic growth" to refer to the financial performance metric of comparing the stated period's organic revenue with the comparable reported revenue of the corresponding period in the prior year. The Company believes that these non-GAAP financial measures, when taken together with GAAP financial measures, allow the Company and its investors to better measure the Company’s performance and evaluate long-term performance trends. Organic revenue growth also facilitates easier comparisons of the Company’s performance with prior and future periods and relative comparisons to its peers. The Company excludes the effect of acquisitions and divestitures because these activities can have a significant impact on the Company's reported results, which the Company believes makes comparisons of long-term performance trends difficult for management and investors.
Adjusted EBITDA, Non-GAAP Gross Profit, Non-GAAP Gross Margin, Non-GAAP Operating Income, Non-GAAP Operating Expenses, Non-GAAP R&D, Non-GAAP Operating Margin, Non-GAAP Net Income, and Non-GAAP Earnings per share of Class A Common Stock
We present Adjusted EBITDA, Non-GAAP Gross Profit, Non-GAAP (or Adjusted) Gross Margin, Non-GAAP Operating Income, Non-GAAP Operating Expenses, Non-GAAP R&D, Non-GAAP Operating Margin, Non-GAAP Net Income, and Non-GAAP Earnings per share of Class A common stock, all non-GAAP financial measures, to supplement our GAAP financial reporting, because we believe these measures are useful indicators of our operating performance.
We define Adjusted EBITDA as net loss from continuing operations before depreciation and amortization, provision of income taxes and interest expense, net, adjusted for the impact of certain cash, non-cash and other items that we do not consider in our evaluation of ongoing operating performance. These items include acquisition and related costs, certain shareholder litigation costs, impairment of assets, restructuring and succession charges, equity compensation expense, financial restructuring costs and other items. See the table below for a reconciliation of net loss from continuing operations to Adjusted EBITDA. Our management uses Adjusted EBITDA principally as a measure of our operating performance and believes that Adjusted EBITDA is useful to our investors because it is frequently used by securities analysts, investors and other interested parties in their evaluation of the operating performance of companies in industries similar to ours. Our management also uses Adjusted EBITDA for planning purposes, including the preparation of our annual operating budget and financial projections.
Our management uses Non-GAAP Gross Profit, Non-GAAP Gross Margin, Non-GAAP Operating Income, Non-GAAP Operating Expense, Non-GAAP Operating Margin and Non-GAAP Net Income principally as measures of our operating performance and believes that these non-GAAP financial measures are useful to better understand the long term performance of our core business and to facilitate comparison of our results to those of peer companies. Our management also uses these non-GAAP financial measures for planning purposes, including the preparation of our annual operating budget and financial projections.
We define Non-GAAP Gross Profit as gross profit, adjusted for the impact of certain cash, non-cash and other items that we do not consider in our evaluation of ongoing operating performance. These items include depreciation and amortization included in the cost of goods sold and acquisition and related costs in the cost of goods sold. We define Non-GAAP Gross Margin as Non-GAAP Gross Profit divided by net sales. See the table below for a reconciliation of gross profit and gross margin to Non-GAAP Gross Profit and Non-GAAP Gross Margin.
We define Non-GAAP Operating Income as operating income, adjusted for the impact of certain cash, non-cash and other items that we do not consider in our evaluation of ongoing operating performance. These items include depreciation and amortization, acquisition and related costs, certain shareholder litigation costs, impairment of assets, restructuring and succession charges, financial restructuring costs and other items. Non-GAAP Operating Margin is defined as Non-GAAP Operating Income divided by net sales. See the table below for a reconciliation of operating income (loss) and operating margin to Non-GAAP Operating Income and Non-GAAP Operating Margin.
We define Non-GAAP Operating Expenses as operating expenses, adjusted to exclude certain cash, non-cash and other items that we do not consider in our evaluation of ongoing operating performance. These items include depreciation and amortization, acquisition and related costs, certain shareholder litigation costs, impairment of assets, restructuring and succession charges, financial restructuring costs and other items. See the table below for a reconciliation of operating expenses to Non-GAAP Operating Expenses.
*See below under “Use of Non-GAAP Financial Measures” for more details.

We define Non-GAAP R&D as research and development, adjusted to exclude certain cash, non-cash and other items that we do not consider in our evaluation of ongoing operating performance. These items include depreciation and amortization, acquisition and related costs, restructuring and succession charges, and other items. See the table below for a reconciliation of operating expenses to Non-GAAP R&D.
We define Non-GAAP Net Income from continuing operations as Net Income from continuing operations, adjusted for the impact of certain cash, non-cash and other items that we do not consider in our evaluation of ongoing operating performance. These items include depreciation and amortization, acquisition and related costs, certain shareholder litigation costs, restructuring and succession charges, impairment of assets, financial restructuring costs, other items and the tax effect of adjusting items. See the table below for a reconciliation of Net loss from continuing operations to Non-GAAP Net Income from continuing operations.
We define Non-GAAP Earnings per Class A share as Earnings per Class A share, adjusted for the impact of certain cash, non-cash and other items that we do not consider in our evaluation of ongoing operating performance. These items include depreciation and amortization, acquisition and related costs, certain shareholder litigation costs, restructuring and succession charges, impairment of assets, financial restructuring costs, other items and the tax effect of adjusting items divided by weighted average number of shares of Class A common stock outstanding during the period. See the table below for a reconciliation of loss per Class A share to Non-GAAP Earnings per Class A share.
Net Sales, International Net Sales Growth and Constant Currency Basis
Net Sales, International Net Sales Growth and Constant Currency Basis are non-GAAP measures, which are calculated by translating current and prior year results at the same foreign currency exchange rate. Constant currency can be presented for numerous GAAP measures, but is most commonly used by management to facilitate the comparison sales in foreign currencies to prior periods and analyze net sales performance without the impact of changes in foreign currency exchange rates.
Prior Period Recast for Discontinued Operations
On February 27, 2023, the Company ceased to control CartiHeal for accounting purposes, and therefore, deconsolidated CartiHeal effective February 27, 2023. CartiHeal was part of the Company’s International reporting segment. The Company treated the deconsolidation of CartiHeal as a discontinued operation. Refer to Note 14. Discontinued operations in the Company's Form 10-Q for the period ended June 29, 2024, filed on August 6, 2024, for further details regarding the deconsolidation of CartiHeal.
Limitations of the Usefulness of Non-GAAP Measures
Non-GAAP financial measures have limitations as an analytical tool and should not be considered in isolation or as a substitute for, or as superior to, the financial information prepared and presented in accordance with GAAP. These measures might exclude certain normal recurring expenses. Therefore, these measures may not provide a complete understanding of the Company's performance and should be reviewed in conjunction with the GAAP financial measures. Additionally, other companies might define their non-GAAP financial measures differently than we do. Investors are encouraged to review the reconciliation of the non-GAAP measures provided in this press release, including in the tables below, to their most directly comparable GAAP measures. Additionally, the Company does not provide U.S. GAAP financial measures on a forward-looking basis because the Company is unable to predict with reasonable certainty the impact and timing of acquisitions related expenses, accounting fair-value adjustments and certain other reconciling items without unreasonable efforts. These items are uncertain, depend on various factors, and could be material to the Company’s results computed in accordance with U.S. GAAP.

*See below under “Use of Non-GAAP Financial Measures” for more details.


Reconciliation of Net (Loss) Income from Continuing Operations to Adjusted EBITDA (unaudited)
Three Months EndedSix Months EndedTwelve Months Ended
($, thousands)June 29, 2024July 1, 2023June 29, 2024July 1, 2023December 31, 2023
Net loss from continuing operations$(32,112)$(4,731)$(38,094)$(104,749)$(121,196)
Interest expense, net9,92410,58720,26320,28140,676
Income tax (benefit) expense, net(7,339)381(6,432)23585
Depreciation and amortization(a)
13,09014,60024,87531,07357,365
Acquisition and related costs(b)
3001,4485112,6235,694
Shareholder litigation costs(c)
12,502—13,670——
Restructuring and succession charges(d)
(40)620139372,331
Equity compensation(e)
3,672(2,732)6,263(886)2,722
Financial restructuring costs(f)
(5)1,2573476,5877,291
Impairment of assets(g)
31,870—31,87078,61578,615
Loss on disposal of a business(h)
—977—9771,539
Other items(i)
2,5905,7513,7899,41613,740
Adjusted EBITDA$34,452$28,158$57,075$45,109$88,862
(a)Includes for the three months ended June 29, 2024 and July 1, 2023 and the six months ended June 29, 2024 and July 1, 2023, respectively, depreciation and amortization of $11,021, $12,301, $21,046 and $26,640 in cost of sales and $2,069, $2,299, $3,829 and $4,433 in operating expenses presented in the consolidated statements of operations and comprehensive loss.
The year ended December 31, 2023 includes depreciation and amortization of $48,503 in cost of sales and $8,862 in operating expenses.
(b)Includes acquisition and integration costs related to completed acquisitions, amortization of inventory step-up associated with acquired entities, loss on disposal of fixed assets related to acquired businesses and changes in fair value of contingent consideration.
(c)Costs incurred as a result of certain shareholder litigation unrelated to our ongoing operations.
(d)Costs incurred were the result of adopting restructuring plans to reduce headcount, reorganize management structure, and consolidate certain facilities.
(e)Includes compensation expense resulting from awards granted under our equity-based compensation plans.
The three and six months ended July 1, 2023 and year ended December 31, 2023 includes the reversal of equity compensation expenses totaling $3,803 related to the transition of our executive leadership.
(f)Financial restructuring costs include advisory fees and debt amendment related costs.
(g)Represents a non-cash impairment charge for intangible assets attributable to our Rehabilitation Business in 2024 due to our decision to divest the business. Activity in 2023 relates to the non-cash impairment charge attributable to our divested Wound Business.
(h)Represents the loss on disposal of the Wound Business.
(i)Other items primarily includes charges associated with strategic transactions, such as potential acquisitions or divestitures and a transformative project to redesign systems and information processing. We incurred $0.3 million and $1.2 million in costs, respectively, during the three and six months ended July 1, 2023 related to MOTYS. Other items for the three and six months ended July 1, 2023 also includes severance costs totaling $2.3 million related to the transition of our executive leadership.
*See below under “Use of Non-GAAP Financial Measures” for more details.

Reconciliation of Other Reported GAAP Measures to Non-GAAP Measures
Three Months Ended June 29, 2024Gross Profit
Operating Expenses(a)
R&DOperating LossNet Loss Continuing Operations
EPS from Continuing Operations(k)
Reported GAAP measure$103,639 $129,019 $3,988 $(29,368)$(32,112)$(0.37)
Reported GAAP margin68.5 %(19.4)%
Depreciation and amortization(b)
11,021 2,064 5 13,090 13,090 0.16 
Acquisition and related costs(c)
— 300 — 300 300 — 
Shareholder litigation costs(d)
— 12,502 — 12,502 12,502 0.16 
Restructuring and succession charges(e)
— (40)— (40)(40)— 
Financial restructuring costs(f)
— (5)— (5)(5)— 
Impairment of assets(g)
— 31,870 — 31,870 31,870 0.40 
Other items(i)
— 2,385 205 2,590 2,590 0.03 
Tax effect of adjusting items(j)
— — — — (13,331)(0.19)
Non-GAAP measure$114,660 $79,943 $3,778 $30,939 $14,864 $0.19 
Non-GAAP margin75.8 %20.5 %
Non-GAAP Gross MarginNon-GAAP Operating ExpensesNon-GAAP R&DNon-GAAP Operating IncomeNon-GAAP Net income Continuing OperationsAdjusted EPS Continuing Operations


Three Months Ended July 1, 2023Gross Profit
Operating Expenses(a)
R&DOperating IncomeNet Loss Continuing Operations
EPS from Continuing Operations(k)
Reported GAAP measure$89,123 $78,975 $3,398 $6,750 $(4,731)$(0.06)
Reported GAAP margin65.0 %4.9 %
Depreciation and amortization(b)
12,301 2,294 5 14,600 14,600 0.19 
Acquisition and related costs(c)
— 1,448 — 1,448 1,448 0.02 
Restructuring and succession charges(e)
— 620 — 620 620 0.01 
Financial restructuring costs(f)
— 1,257 — 1,257 1,257 0.02 
Loss on disposal of a business(h)
— 977 — 977 977 0.01 
Other items(i)
— 1,675 274 1,949 1,949 0.02 
Tax effect of adjusting items(j)
— — — — (5,234)(0.07)
Non-GAAP measure$101,424 $70,704 $3,119 $27,601 $10,886 $0.14 
Non-GAAP margin74.0 %20.1 %
Non-GAAP Gross MarginNon-GAAP Operating ExpensesNon-GAAP R&DNon-GAAP Operating IncomeNon-GAAP Net income Continuing OperationsAdjusted EPS Continuing Operations
*See below under “Use of Non-GAAP Financial Measures” for more details.

Six Months Ended June 29, 2024Gross Profit
Operating Expenses(a)
R&DOperating LossNet Loss Continuing Operations
EPS from Continuing Operations(j)
Reported GAAP measure$192,019 $209,475 $6,585 $(24,041)$(38,094)$(0.45)
Reported GAAP margin68.4 %(8.6 %)
Depreciation and amortization(b)
21,046 3,819 1024,875 24,875 0.31 
Acquisition and related costs(c)
— 511 — 511 511 0.01 
Shareholder litigation costs(d)
— 13,670 — 13,670 13,670 0.17 
Restructuring and succession charges(e)
— 13 — 13 13 — 
Financial restructuring costs(f)
— 347 — 347 347 — 
Impairment of assets(g)
— 31,870 — 31,870 31,870 0.40 
Other items(i)
— 3,496 293 3,789 3,789 0.05 
Tax effect of adjusting items(j)
— — — — (17,037)(0.24)
Non-GAAP measure$213,065 $155,749 $6,282 $51,034 $19,944 $0.25 
Non-GAAP margin75.9 %18.2 %
Non-GAAP Gross MarginNon-GAAP Operating ExpensesNon-GAAP R&DNon-GAAP Operating IncomeNon-GAAP Net Income Continuing OperationsAdjusted EPS Continuing Operations

Six Months Ended July 1, 2023Gross Profit
Operating Expenses(a)
R&DOperating LossNet Loss Continuing Operations
EPS from Continuing Operations(k)
Reported GAAP measure$163,042 $241,181 $7,169 $(85,308)$(104,749)$(1.34)
Reported GAAP margin63.7 %(33.3 %)
Depreciation and amortization(b)
26,640 4,423 10 31,073 31,073 0.40 
Acquisition and related costs(c)
— 2,623 — 2,623 2,623 0.03 
Restructuring and succession charges(e)
— 937 — 937 937 0.01 
Financial restructuring costs(f)
— 6,587 — 6,587 6,587 0.08 
Impairment of assets(g)
— 78,615 — 78,615 78,615 1.01 
Loss on disposal of a business(h)
— 977 — 977 977 0.01 
Other items(i)
— 4,460 1,154 5,614 5,614 0.07 
Tax effect of adjusting items(j)
— — — — (27,278)(0.40)
Non-GAAP measure$189,682 $142,559 $6,005 $41,118 $(5,601)$(0.13)
Non-GAAP margin74.1 %16.1 %
Non-GAAP Gross MarginNon-GAAP Operating ExpensesNon-GAAP R&DNon-GAAP Operating IncomeNon-GAAP Net Loss Continuing OperationsAdjusted EPS Continuing Operations
(a)The "Reported GAAP Measure" under the "Operating Expenses" column is a sum of all GAAP operating expense line items, excluding research and development.
(b)Includes for the three months ended June 29, 2024 and July 1, 2023 and the six months ended June 29, 2024 and July 1, 2023, respectively, depreciation and amortization of $11,021, $12,301, $21,046 and $26,640 in cost of sales and $2,069, $2,299, $3,829 and $4,433 in operating expenses presented in the consolidated statements of operations and comprehensive loss.
(c)Includes acquisition and integration costs related to completed acquisitions, amortization of inventory step-up associated with acquired entities, loss on disposal of fixed assets related to acquired businesses, and changes in fair value of contingent consideration.
(d)Costs incurred as a result of certain shareholder litigation unrelated to our ongoing operations.
(e)Costs incurred were the result of adopting restructuring plans to reduce headcount, reorganize management structure, and consolidate certain facilities.
(f)Financial restructuring costs include advisory fees and debt amendment related costs.
(g)Represents a non-cash impairment charge for intangible assets attributable to our Rehabilitation Business in 2024 due to our decision to sell the business. Activity in 2023 relates to the non-cash impairment charge attributable to our divested Wound Business.
(h)Represents the loss on disposal of the Wound Business.
*See below under “Use of Non-GAAP Financial Measures” for more details.

(i)Other items primarily includes charges associated with strategic transactions, such as potential acquisitions or divestitures and a transformative project to redesign systems and information processing. We incurred $0.3 million and $1.2 million in costs, respectively, during the three and six months ended July 1, 2023 related to MOTYS. Other items for the three and six months ended July 1, 2023 also includes $2.3 million of severance costs and the reversal of equity compensation of $3.8 million related to the transition of our executive leadership.
(j)The three and six months ended June 29, 2024 includes a $6.2 million tax impact related to the impairment of assets. The six months ended July 1, 2023 includes a $15.3 million tax impact related to the impairment of assets. An estimated tax impact for the remaining adjustments to Non-GAAP Net Income (Loss) was calculated by applying a rate of 25.1% to those adjustments for the three and six months ended June 29, 2024 and July 1, 2023.
(k)Adjustments are pro-rated to exclude the weighted average non-controlling interest ownership of 19.5% and 20.1%, respectively, for the three and three and six months ended June 29, 2024 and July 1, 2023.


Investor Inquiries and Media:
Dave Crawford
Bioventus
investor.relations@bioventus.com


*See below under “Use of Non-GAAP Financial Measures” for more details.
v3.24.2.u1
Cover
Aug. 06, 2024
Document Information [Line Items]  
Document Type 8-K
Document Period End Date Aug. 06, 2024
Entity Registrant Name Bioventus Inc.
Entity Incorporation, State or Country Code DE
Entity File Number 001-37844
Entity Tax Identification Number 81-0980861
Entity Address, Address Line One 4721 Emperor Boulevard
Entity Address, Address Line Two Suite 100
Entity Address, City or Town Durham
Entity Address, State or Province NC
Entity Address, Postal Zip Code 27703
City Area Code 919
Local Phone Number 474-6700
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Title of 12(b) Security Class A common Stock, $0.001 par value per share
Trading Symbol BVS
Security Exchange Name NASDAQ
Entity Emerging Growth Company true
Entity Ex Transition Period true
Entity Central Index Key 0001665988
Amendment Flag false
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