Cover Page
Cover Page - shares | 6 Months Ended | |
Jul. 03, 2021 | Aug. 10, 2021 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Jul. 3, 2021 | |
Document Transition Report | false | |
Entity File Number | 001-37844 | |
Entity Registrant Name | BIOVENTUS INC. | |
Entity Incorporation, State or Country Code | DE | |
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 | |
Title of 12(b) Security | Class A Common Stock, $0.001 par value per share | |
Trading Symbol | BVS | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | true | |
Entity Shell Company | false | |
Amendment Flag | false | |
Entity Central Index Key | 0001665988 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2021 | |
Document Fiscal Period Focus | Q2 | |
Common Class A | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding (in shares) | 41,062,652 | |
Common Class B | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding (in shares) | 15,786,737 |
Consolidated condensed statemen
Consolidated condensed statements of operations and comprehensive (loss) income - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jul. 03, 2021 | Jun. 27, 2020 | Jul. 03, 2021 | Jun. 27, 2020 | ||
Income Statement [Abstract] | |||||
Net sales | $ 109,816 | $ 58,017 | $ 191,594 | $ 136,662 | |
Cost of sales (including depreciation and amortization of $5,618, $5,292, $10,854 and $10,599 respectively) | 33,503 | 17,668 | 55,725 | 39,077 | |
Gross profit | 76,313 | 40,349 | 135,869 | 97,585 | |
Selling, general and administrative expense | 69,050 | 40,533 | 103,736 | 80,809 | |
Research and development expense | 4,836 | 2,596 | 5,783 | 4,742 | |
Change in fair value of contingent consideration | 641 | 0 | 641 | 0 | |
Depreciation and amortization | 1,852 | 1,813 | 3,777 | 3,638 | |
Impairment of variable interest entity assets | 0 | 5,674 | 0 | ||
Operating (loss) income | (5,740) | (4,593) | 16,258 | 8,396 | |
Interest expense (income) | 1,681 | 2,834 | (1,195) | 5,215 | |
Other expense (income) | 1,645 | (1,337) | 2,064 | (1,254) | |
Other expense | 3,326 | 1,497 | 869 | 3,961 | |
(Loss) income before income taxes | (9,066) | (6,090) | 15,389 | 4,435 | |
Income tax expense (benefit) | 1,714 | (110) | 1,641 | (71) | |
Net (loss) income | (10,780) | (5,980) | 13,748 | 4,506 | |
Loss attributable to noncontrolling interest | 6,654 | 214 | 7,062 | 672 | |
Net (loss) income attributable to Bioventus Inc. | (4,126) | (5,766) | 20,810 | 5,178 | |
Change in foreign currency translation adjustments | 23 | 213 | (859) | (256) | |
Comprehensive (loss) income | (10,757) | (5,767) | 12,889 | 4,250 | |
Comprehensive loss attributable to noncontrolling interest | 6,648 | 214 | 6,882 | 672 | |
Comprehensive (loss) income attributable to Bioventus Inc. | $ (4,109) | $ (5,553) | $ 19,771 | $ 4,922 | |
Earnings Per Share [Abstract] | |||||
Basic (in dollars per share) | [1] | $ (0.10) | $ (0.12) | ||
Diluted (in dollars per share) | [1] | $ (0.10) | $ (0.12) | ||
Weighted Average Number Of Shares Outstanding [Abstract] | |||||
Basic weighted average common shares outstanding (in shares) | [1] | 41,805,347 | 41,802,840 | ||
Diluted weighted average common shares outstanding (in shares) | [1] | 41,805,347 | 41,802,840 | ||
[1] | (1) Per share information for the six months ended July 3, 2021 represents loss per share of Class A common stock and weighted-average shares of Class A common stock outstanding from February 16, 2021 through July 3, 2021, the period following Bioventus Inc.'s initial public offering and related transactions described in Note 1. Organization and Note 7. Earnings per share within the Notes to the Unaudited Condensed Consolidated Financial Statements. |
Consolidated condensed statem_2
Consolidated condensed statements of operations and comprehensive (loss) income (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jul. 03, 2021 | Jun. 27, 2020 | Jul. 03, 2021 | Jun. 27, 2020 | |
Income Statement [Abstract] | ||||
Depreciation and amortization | $ 5,618 | $ 5,292 | $ 10,854 | $ 10,599 |
Consolidated condensed balance
Consolidated condensed balance sheets - USD ($) $ in Thousands | Jul. 03, 2021 | Dec. 31, 2020 |
Current assets: | ||
Cash and cash equivalents | $ 136,065 | $ 86,839 |
Restricted cash | 2,003 | 0 |
Accounts receivable, net | 102,029 | 88,283 |
Inventory | 34,020 | 29,120 |
Prepaid and other current assets | 15,943 | 7,552 |
Total current assets | 290,060 | 211,794 |
Property and equipment, net | 8,960 | 6,879 |
Goodwill | 52,135 | 49,800 |
Intangible assets, net | 257,848 | 191,650 |
Operating lease assets | 17,669 | 14,961 |
Deferred tax assets | 481 | 0 |
Investment and other assets | 19,483 | 19,382 |
Total assets | 646,636 | 494,466 |
Current liabilities: | ||
Accounts payable | 9,881 | 4,422 |
Accrued liabilities | 105,246 | 88,187 |
Accrued equity-based compensation | 10,875 | 11,054 |
Current portion of long-term debt | 15,000 | 15,000 |
Current portion of contingent consideration | 13,220 | 0 |
Other current liabilities | 3,964 | 3,926 |
Total current liabilities | 158,186 | 122,589 |
Long-term debt, less current portion | 166,084 | 173,378 |
Accrued equity-based compensation, less current portion | 0 | 29,249 |
Deferred income taxes | 48,410 | 3,362 |
Contingent consideration, less current portion | 30,421 | 0 |
Other long-term liabilities | 24,171 | 21,728 |
Total liabilities | 427,272 | 350,306 |
Commitments and contingencies | ||
Stockholders’ and Members’ Equity: | ||
Members' equity | 144,160 | |
Additional paid-in capital | 146,199 | |
Accumulated deficit | (5,167) | |
Accumulated other comprehensive income | 468 | |
Total stockholders’ equity attributable to Bioventus Inc. and members’ equity | 141,557 | |
Noncontrolling interest | 77,807 | |
Noncontrolling interest | 0 | |
Total stockholders’ and members’ equity | 219,364 | |
Total stockholders’ and members’ equity | 144,160 | |
Total liabilities and stockholders’ and members’ equity | 646,636 | $ 494,466 |
Common Class A | ||
Stockholders’ and Members’ Equity: | ||
Common stock, value | 41 | |
Common Class B | ||
Stockholders’ and Members’ Equity: | ||
Common stock, value | $ 16 |
Consolidated condensed balanc_2
Consolidated condensed balance sheets (Parenthetical) | Jul. 03, 2021$ / sharesshares |
Preferred stock, par value (in dollars per share) | $ / shares | $ 0.001 |
Preferred stock, shares authorized (in shares) | 10,000,000 |
Preferred stock, shares issued (in shares) | 0 |
Common Class A | |
Common stock, par value (in dollars per share) | $ / shares | $ 0.001 |
Common stock, shares authorized (in shares) | 250,000,000 |
Common stock, shares outstanding (in shares) | 41,062,652 |
Common stock, shares issued (in shares) | 41,062,652 |
Common Class B | |
Common stock, par value (in dollars per share) | $ / shares | $ 0.001 |
Common stock, shares authorized (in shares) | 50,000,000 |
Common stock, shares outstanding (in shares) | 15,786,737 |
Common stock, shares issued (in shares) | 15,786,737 |
Consolidated condensed statem_3
Consolidated condensed statements of changes in stockholders' and members' equity - USD ($) $ in Thousands | Total | IPO | Public Offering | Members’ equity | Common StockCommon Class A | Common StockCommon Class B | Common StockIPOCommon Class A | Common StockPublic OfferingCommon Class A | Additional Paid-In -Capital | Additional Paid-In -CapitalIPO | Additional Paid-In -CapitalPublic Offering | Accumulated other comprehensive income | Accumulated Deficit | Non- controlling interest |
Members' equity, beginning balance at Dec. 31, 2019 | $ 145,617 | |||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||
Profits interest forfeiture | (12) | |||||||||||||
Distribution to members | (8,713) | |||||||||||||
Debt conversion | 649 | |||||||||||||
Net loss | $ 4,506 | 4,506 | ||||||||||||
Translation adjustment | (256) | (256) | ||||||||||||
Members' equity, ending balance at Jun. 27, 2020 | 141,791 | |||||||||||||
Members' equity, beginning balance at Mar. 28, 2020 | 155,590 | |||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||
Distribution to members | (8,032) | |||||||||||||
Net loss | (5,980) | (5,980) | ||||||||||||
Translation adjustment | 213 | 213 | ||||||||||||
Members' equity, ending balance at Jun. 27, 2020 | 141,791 | |||||||||||||
Members' equity, beginning balance at Dec. 31, 2020 | 144,160 | 144,160 | ||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||
Distribution of Continuing LLC Owner | (191) | $ (191) | ||||||||||||
Refund from members | 123 | 123 | ||||||||||||
Other equity forfeiture | (39) | (39) | ||||||||||||
Net loss | 13,748 | |||||||||||||
Translation adjustment | (859) | |||||||||||||
Effect of Organizational Transactions | (55,924) | (168,714) | $ 32 | $ 16 | $ 33,623 | 79,119 | ||||||||
Effect of Organizational Transactions (in shares) | 31,838,589 | 15,786,737 | ||||||||||||
Initial public offering, net of offering costs (in shares) | 9,200,000 | 24,063 | ||||||||||||
Initial public offering, net of offering costs | $ 106,450 | $ 314 | $ 9 | $ 0 | $ 106,441 | $ 314 | ||||||||
Ending balance (in shares) at Jul. 03, 2021 | 41,062,652 | 15,786,737 | ||||||||||||
Ending balance at Jul. 03, 2021 | 219,364 | 0 | $ 41 | $ 16 | 146,199 | $ 468 | $ (5,167) | 77,807 | ||||||
Beginning balance (in shares) at Apr. 03, 2021 | 41,038,589 | 15,786,737 | ||||||||||||
Beginning balance at Apr. 03, 2021 | 220,282 | $ 41 | $ 16 | 142,923 | 451 | (1,041) | 77,892 | |||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||
Distribution of Continuing LLC Owner | (74) | (1,393) | 1,319 | |||||||||||
Net loss | (10,780) | (4,126) | (6,654) | |||||||||||
Deconsolidation of variable interest entity | 3,746 | 3,746 | ||||||||||||
Equity based compensation | 5,853 | 4,355 | 1,498 | |||||||||||
Translation adjustment | 23 | 17 | 6 | |||||||||||
Translation adjustment | 23 | |||||||||||||
Initial public offering, net of offering costs (in shares) | 24,063 | |||||||||||||
Initial public offering, net of offering costs | 314 | $ 0 | 314 | |||||||||||
Ending balance (in shares) at Jul. 03, 2021 | 41,062,652 | 15,786,737 | ||||||||||||
Ending balance at Jul. 03, 2021 | $ 219,364 | $ 0 | $ 41 | $ 16 | $ 146,199 | $ 468 | $ (5,167) | $ 77,807 |
Consolidated condensed statem_4
Consolidated condensed statements of cash flows - USD ($) $ in Thousands | 6 Months Ended | |
Jul. 03, 2021 | Jun. 27, 2020 | |
Operating activities: | ||
Net income | $ 13,748 | $ 4,506 |
Adjustments to reconcile net income to net cash provided by (used in) operating activities from continuing operations: | ||
Depreciation and amortization | 14,663 | 14,513 |
(Recovery) provision for expected credit losses | (359) | 1,162 |
Equity-based compensation from 2021 Stock Incentive Plan | 7,797 | 0 |
Profits interest plan, liability-classified and other equity awards compensation | (24,356) | (6,771) |
Change in fair value of contingent consideration | 641 | 0 |
Change in fair value of interest rate swap | (1,310) | 2,001 |
Change in fair value of Equity Participation Rights unit | (2,774) | (788) |
Impairments related to variable interest entity | 7,043 | 0 |
Other, net | (255) | (134) |
Changes in operating assets and liabilities: | ||
Accounts receivable | (9,370) | 16,631 |
Inventories | 3,913 | (6,329) |
Accounts payable and accrued expenses | 2,917 | 1,587 |
Other current assets and liabilities | (13,011) | (867) |
Net cash from operating activities | (713) | 25,511 |
Investing activities: | ||
Purchase of Bioness, Inc, net of cash acquired | (45,790) | 0 |
Purchase of property and equipment | (2,642) | (1,050) |
Other | (864) | (152) |
Net cash from investing activities | (49,296) | (1,202) |
Net cash from investing activities - discontinued operations | 0 | 172 |
Net cash from investing activities | (49,296) | (1,030) |
Financing activities: | ||
Proceeds from issuance of Class A common stock sold in initial public offering, net of underwriting discounts and offering costs | 107,777 | 0 |
Proceeds from issuance of Class A and B common stock | 330 | 0 |
Borrowing on revolver | 0 | 49,000 |
Payments on long-term debt | (7,500) | (2,500) |
Refunds (distributions) - members | 813 | (9,075) |
Other, net | (11) | 0 |
Net cash from financing activities | 101,409 | 37,425 |
Effect of exchange rate changes on cash | (171) | (186) |
Net change in cash, cash equivalents and restricted cash | 51,229 | 61,720 |
Cash, cash equivalents and restricted cash at the beginning of the period | 86,839 | 64,520 |
Cash, cash equivalents and restricted cash at the end of the period | 138,068 | 126,240 |
Supplemental disclosure of noncash investing and financing activities | ||
Accrued member distributions | 305 | 787 |
Accounts payable for purchase of property, plant and equipment | $ 695 | $ 14 |
Organization
Organization | 6 Months Ended |
Jul. 03, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization | Organization The Company Bioventus Inc. (the Company, we, us or our) was formed as a Delaware corporation for the purpose of facilitating an initial public offering (IPO) and other related transactions in order to carry on the business of Bioventus LLC and its subsidiaries (BV LLC). The Company is headquartered in Durham, North Carolina. BV LLC, is a limited liability company formed under the laws of the state of Delaware on November 23, 2011 and operates as a partnership. BV LLC commenced operations in May 2012. BV LLC is a global medical device company, conducting business in various countries, primarily in North America and Europe, with approximately 900 employees. The Company is focused on developing and commercializing clinically differentiated, cost efficient and minimally invasive treatments that engage and enhance the body’s natural healing processes. Initial Public Offering On February 16, 2021, the Company closed an IPO of 9,200,000 shares of Class A common stock at a public offering price of $13.00 per share, which includes 1,200,000 shares issued pursuant to the underwriters' over-allotment option. The Company received $111,228 in proceeds, net of underwriting discounts and commissions of $8,372, which was used to purchase newly-issued membership interests from BV LLC at a price per interest equal to the IPO price of $13.00. The Company also incurred offering expenses totaling $4,778 in addition to the underwriting discounts and commissions. Offering expenses of $1,327 were paid in 2020 and $3,451 were paid in 2021. Subsequent to the IPO and related transactions that occurred in connection with the IPO (the Transactions), the Company is the sole managing member of BV LLC and owns 72.2% of BV LLC. The Company has a majority economic interest, the sole voting interest in, and controls the management of BV LLC. As a result, the Company consolidates the financial results of BV LLC and reports a non-controlling interest representing the 27.8% interest not held by the Company. IPO Transactions The Company and BV LLC completed the following Transactions in connection with the IPO. BV LLC amended and restated the Bioventus LLC Agreement, to, among other things, (i) provide for a new single class of common membership interests in BV LLC (LLC Interests), (ii) exchange all of the existing membership interests in BV LLC for new LLC Interests and (iii) appoint Bioventus Inc. as the sole managing member of BV LLC. The Company amended and restated its certificate of incorporation to, among other things, provide for the (i) authorization of 250,000,000 shares of Class A common stock with a par value of $0.001 per share; (ii) authorization of 50,000,000 shares of Class B common stock with a par value of $0.001 per share; (iii) authorization of 10,000,000 shares of undesignated preferred stock that may be issued from time to time by the Company's Board of Directors (BOD) in one or more series; and (iv) establishment of a classified BOD, divided into three classes, each of whose members will serve for staggered three-year terms. Holders of Class A / Class B common stock are entitled to one vote per share and, except as otherwise required, will vote together as a single class on all matters on which stockholders generally are entitled to vote. Holders of Class B common stock are not entitled to receive dividends and will not be entitled to receive any distributions upon the liquidation, dissolution or winding up of the Company. Shares of Class B common stock may only be issued to the extent necessary to maintain the one-to-one ratio between the number of LLC Interests held by the only member of BV LLC that remained a member following the Transactions (Continuing LLC Owner) and the number of shares of Class B common stock held by the Continuing LLC Owner. Shares of Class B common stock are transferable only together with an equal number of LLC Interests. Shares of Class B common stock will be canceled on a one-for-one basis if the Company, at the election of a Continuing LLC Owner, redeem or exchange LLC Interests. The Company’s amended and restated certificate of incorporation and the Bioventus LLC Agreement requires that the Company and BV LLC at all times maintain a one-to-one ratio between the number of shares of Class A common stock issued by the Company and the number of LLC Interests owned by the Company, as well as a one-to-one ratio between the number of shares of Class B common stock owned by the Continuing LLC Owner and the number of LLC Interests owned by the Continuing LLC Owner. The Company acquired, by merger, ten entities that were members of BV LLC (Former LLC Owners), for which the Company issued 31,838,589 shares of Class A common stock as merger consideration (Merger). The only assets held by the Former LLC Owners were 31,838,589 LLC Interests and a corresponding number of shares of Class B common stock. Upon consummation of the Merger, the Company canceled the 31,838,589 shares of Class B common stock and recognized the 31,838,589 LLC Interests at carrying value, as the Merger is considered to be a recapitalization transaction. Following the Merger and IPO, as of August 10, 2021, the Company holds 41,062,652 LLC Interests, representing a 72.2% ownership interest in BV LLC. The financial statements for periods prior to the IPO and Transactions have been adjusted to combine the previously separate entities for presentation purposes. Prior to the Transactions, Bioventus Inc. had no operations. Interim periods The Company reports quarterly interim periods on a 13-week basis within a standard calendar year. Each annual reporting period begins on January 1 and ends on December 31. Each quarter ends on the Saturday closest to calendar quarter-end, with the exception of the fourth quarter, which ends on December 31. The 13-week quarterly periods for fiscal year 2021 end on April 3, July 3 and October 2. Comparable periods for 2020 ended on March 28, June 27 and September 26. The fourth and first quarters may vary in length depending on the calendar year. Unaudited interim financial information The accompanying unaudited consolidated financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States of America (U.S. GAAP) for interim financial information and with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. Pursuant to these rules and regulations they do not include all information and notes required by U.S. GAAP for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring adjustments) considered necessary for a fair statement of the Company’s financial condition and results of operations have been included. Operating results for the periods presented are not necessarily indicative of the results that may be expected for the full year. As such, the information included in this report should be read in conjunction with the Company’s 2020 Annual Report on Form 10-K. The balance sheet at December 31, 2020 has been derived from the audited consolidated financial statements of the Company but does not include all the disclosures required by U.S. GAAP. COVID-19 pandemic impact In 2020, the COVID-19 pandemic spread around the world and in the United States. New variants of the virus have emerged, some of which have shown to be more contagious. The COVID-19 pandemic has had widespread, rapidly evolving and unpredictable impacts on global society, economies, financial markets and business practices. Federal and state governments implemented measures in an effort to prevent or minimize the spread of the virus, and ongoing effects of the pandemic, including social distancing, travel restrictions, border closures, limitations on public gatherings, mandatory closure or reduced capacity of businesses, work from home, supply chain logistical changes and other measures, which caused global business disruptions and significant volatility in U.S. and international debt and equity markets. Our business, results of operations and financial condition have been and may continue to be, materially impacted by fluctuations in patient visits and elective procedures and any future temporary cessations of elective procedures and could be further impacted by delays in payments from customers, supply chain interruptions, extended “shelter-in-place” orders or advisories, facility closures or other reasons related to the pandemic. Furthermore, the long-term impact of COVID-19 on our business will depend on many factors, including, but not limited to, the duration and severity of the pandemic, new and ongoing measures taken in response to the pandemic, the availability, adoption and effectiveness of vaccines, the impact on economic activity from the pandemic and actions taken in response and the resulting impact it has on our partners, patients and communities in which we operate, all of which continue to be uncertain. As of the date of issuance of these consolidated financial statements, the extent to which COVID-19 could materially impact the Company’s financial conditions, liquidity or results of operations is uncertain. To the extent COVID-19 disruptions continue to adversely impact our business, results of operations and financial condition, it may also have the effect of heightening risks relating to our ability to successfully commercialize newly developed or acquired products or therapies, consolidation in the healthcare industry, intensified pricing pressure as a result of changes in the purchasing behavior of hospitals and maintenance of our numerous contractual relationships. On March 27, 2020, the Coronavirus Aid, Relief and Economic Security Act (CARES Act) was signed into law, which was aimed at providing emergency assistance and health care for individuals, families, and businesses affected by the COVID-19 pandemic and generally supporting the U.S. economy. The CARES Act, among other things, includes provisions relating to refundable payroll tax credits, deferment of employer social security payments, net operating loss carryback periods, alternative minimum tax credit refunds, and modifications to the net interest deduction limitations. As a result of the CARES Act and at the direction of the U.S. Department of Health and Human Services (HHS), the Company received a $1,247 Provider Relief Fund Payment in April 2020. The Company determined it complied with the conditions to be able to keep and use the funds to reimburse for health care related expenses and lost revenue attributable to the public health emergency resulting from COVID-19. The payment was recorded as other income on the consolidated statement of operations and comprehensive (loss) income for the three and six months ended June 27, 2020. Recent accounting pronouncements The Company has elected to comply with non-accelerated public company filer effective dates of adoption. Therefore, the required effective dates for adopting new or revised accounting standards as described below are generally earlier than when emerging growth companies are required to adopt. Accounting Pronouncements Recently Adopted In December 2019, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update 2019-12, Income Taxes (ASU 2019-12), which amended the accounting for income taxes. ASU 2019-12 eliminates certain exceptions to the guidance for income taxes related to the approach for intraperiod tax allocation, the methodology for calculating income taxes in an interim period and the recognition of deferred tax liabilities for outside basis differences as well as simplifying aspects of the accounting for franchise taxes and enacted changes in tax laws or rates and clarifies the accounting for transactions that result in a step-up in the tax basis of goodwill. The Company adopted ASU 2019-12 on January 1, 2021 and it did not have a material impact on its consolidated financial statements. |
Balance sheet information
Balance sheet information | 6 Months Ended |
Jul. 03, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Balance sheet information | Balance sheet information Cash, cash equivalents and restricted cash A summary of cash and cash equivalents and restricted cash is as follows: July 3, December 31, 2020 Cash and cash equivalents $ 136,065 $ 86,839 Restricted cash 2,003 — $ 138,068 $ 86,839 Restricted cash consists of deposits into escrow with a financial institution for the purpose of paying specific indebtedness of a company acquired as part of a business combination (refer to Note 3. Business combinations and investments ). Accounts receivable, net Accounts receivable, net are amounts billed and currently due from customers. The Company records the amounts due net of allowance for credit losses. Collection of the consideration that the Company expects to receive typically occurs within 30 to 90 days of billing. The Company applies the practical expedient for contracts with payment terms of one year or less which does not consider the effects of the time value of money. Occasionally, the Company enters into payment agreements with patients that allow payment terms beyond one year. In those cases, the financing component is not deemed significant to the contract. Accounts receivable, net of allowances, consisted of the following as of: July 3, December 31, 2020 Accounts receivable $ 105,048 $ 92,273 Less: Allowance for credit losses (3,019) (3,990) $ 102,029 $ 88,283 The Company maintains an allowance for credit losses for estimated losses resulting from the inability of its customers to make required payments. The allowance for credit losses is calculated by region and by customer type, where appropriate considering several factors including age of accounts, collection history, historical account write-offs, current economic conditions, and supportable forecasted economic expectations. Due to the short-term nature of its receivables, the estimate of expected credit losses is based on aging of the account receivable balances. The allowance is adjusted on a specific identification basis for certain accounts as well as pooling of accounts with similar characteristics. An increase in the provision for credit losses may be required when the financial condition of the Company’s customers or its collection experience deteriorates. The Company has a diverse customer base with no single customer representing ten percent of sales or accounts receivable. Historically, the Company’s reserves have been adequate to cover credit losses. The Company’s exposure to credit losses may increase if its customers are adversely affected by changes in health care laws, coverage and reimbursement, economic pressures or uncertainty associated with local or global economic recessions, disruption associated with the COVID-19 pandemic, or other customer-specific factors. The Company considered the current and expected future economic and market conditions surrounding the COVID-19 pandemic and determined that the estimate of credit losses was not significantly impacted. Estimates are used to determine the allowance, which are based on an assessment of anticipated payment and all other historical, current and future information that is reasonably available. Changes in credit losses were as follows: Three Months Ended Six Months Ended July 3, June 27, July 3, June 27, Beginning balance $ (3,811) $ (4,684) $ (3,990) $ (4,146) Recovery (provision) 550 (619) 359 (1,162) Write-offs 278 167 684 252 Recoveries (36) (113) (72) (193) Ending balance $ (3,019) $ (5,249) $ (3,019) $ (5,249) Inventory Inventory consisted of the following as of: July 3, December 31, 2020 Raw materials and supplies $ 4,202 $ 3,665 Finished goods 31,538 26,323 Gross 35,740 29,988 Excess and obsolete reserves (1,720) (868) $ 34,020 $ 29,120 Accrued liabilities Accrued liabilities consisted of the following as of: July 3, December 31, 2020 Gross-to-net deductions $ 63,980 $ 43,656 Bonus and commission 12,493 15,188 Compensation and benefits 7,932 5,875 Income and other taxes 2,385 2,434 Other liabilities 18,456 21,034 $ 105,246 $ 88,187 |
Business combinations and inves
Business combinations and investments | 6 Months Ended |
Jul. 03, 2021 | |
Business Combination and Asset Acquisition [Abstract] | |
Business combinations and investments | Business combinations and investments Acquisitions On March 30, 2021, in order to broaden its portfolio and increase its global footprint, the Company acquired 100% of the capital stock of Bioness, Inc. (Bioness). Bioness is a global leader in neuromodulation and advanced rehabilitation medical devices through its innovative peripheral nerve stimulation therapy and premium advanced rehabilitation solutions. The Company had previously made a $1,500 convertible debt investment in Bioness on January 4, 2021 as part of an exclusive negotiation to purchase Bioness, which was subsequently repaid in conjunction with the acquisition. The consideration paid for Bioness is comprised of the following: Consideration Cash consideration at closing $ 48,933 Contingent consideration at fair value 43,000 Total Bioness consideration $ 91,933 Contingent consideration is comprised of future earn-out payments contingent upon the achievement of certain research and development projects as well as sales milestones related to Bioness products. Contingent earn-out payments could total up to $65,000 for the achievement of the following: • $15,000 for obtaining FDA approval for U.S. commercial distribution of a certain product for certain indications on or before June 30, 2022; • $20,000 for meeting net sales targets for certain implantable products over a three year period ending on June 30, 2025 at the latest; • Up to $10,000 for meeting net sales milestones for certain implantable products over a three year period ending on June 30, 2025 at the latest; and • $20,000 for maintaining Centers for Medicare & Medicaid Services coverage and reimbursement for certain products at specified levels as of December 31, 2024. The allocation of the purchase price is preliminary and subject to change. The primary areas of the purchase price that are not yet finalized are related to contingent consideration, working capital, intangible assets and the residual goodwill. Accordingly, adjustments may be made to the values of assets and liabilities assumed as additional information is obtained about the facts and circumstances that existed at the acquisition date. The following table summarizes the preliminary fair values of the assets acquired and liabilities assumed at the acquisition date and the resulting goodwill, which is expected to be deductible for tax purposes: Fair value of consideration $ 91,933 Assets acquired and liabilities assumed: Cash, cash equivalents and restricted cash (a) 3,143 Accounts receivable 4,124 Inventory 7,318 Prepaid and other current assets 1,947 Property and equipment 673 Intangible assets 87,000 Operating lease assets 3,616 Other assets 132 Accounts payable and accrued liabilities (11,405) Other current liabilities (2,020) Other liabilities (4,930) Net assets acquired 89,598 Resulting goodwill (b) $ 2,335 (a) Consists of cash and cash equivalents of $2,143 and restricted cash deposited by the former majority owner of Bioness of $1,000, into escrow with financial institutions for the purpose of paying specific Bioness indebtedness. The Company previously deposited $4,207 into escrow for the same purpose. Prior to the acquisition, Bioness had entered into two loans in connection with the Paycheck Protection Program (the PPP) under the Coronavirus Aid, Relief and Economic Security Act (CARES Act) administered by the U.S. Small business Administration. Bioness received proceeds of $3,204 from an unsecured PPP loan that was scheduled to mature on April 10, 2022. Bioness applied and was granted forgiveness of this loan during 2021. Bioness received proceeds of $2,003 from a second unsecured PPP loan bearing an interest rate of 1% scheduled to mature on February 5, 2026. Bioness applied for forgiveness of this loan during 2021. As part of the Bioness acquisition, the balance of $2,003 was placed in restricted cash to cover the repayment of the outstanding unsecured PPP loan in the event it is not forgiven. The $1,000 outstanding unsecured PPP loan balance covered by the former majority owner is included in other current liabilities within the condensed consolidated balance sheets. (b) The U.S. segment was allocated the resulting goodwill from the Bioness acquisition. The following table summarizes the preliminary fair values of identifiable intangible assets and their useful lives: Useful Life Fair Value Intellectual property 10 years $ 43,500 IPR&D N/A 43,250 Customer relationships 2 years 250 $ 87,000 The aggregate amortization expense related to acquired intangible assets for the following five periods is as follows: $2,238 - remainder of 2021, $4,475 - 2022, $4,381 - 2023, $4,350 - 2024 and $4,350 - 2025. The Company incurred $1,833 and $5,029 in acquisition and integration costs during the three and six months ended July 3, 2021, respectively, which are included in selling general and administrative expense within the consolidated condensed statement of operations and other comprehensive (loss) income. Bioness’ advanced rehabilitation revenue is comprised of Exoskeletal Systems, Vector Units and Bioness Integrated Therapy Systems (BITS), which is included within the Company’s Restorative Therapies vertical. The Company’s Pain Treatment and Joint Preservation vertical will encompass Bioness’ peripheral nerve stimulation therapy products, which includes the StimRouter, an implantable neuromodulation device used to treat chronic peripheral nerve pain. Revenue from Bioness’ products is primarily recognized at a point in time upon transfer of control of its products to customers such as medical facilities and individual patients. Revenue is recognized net of discounts, which can be offered through a variety of factors. Consolidated Pro Forma Results The Company’s consolidated condensed statements of operations reflect net sales and net loss attributable to Bioness of $11,870 and $3,529, respectively, for the three and six months ended July 3, 2021. Consolidated unaudited pro forma results of operations for the Company are presented below assuming the 2021 Bioness Acquisition had occurred January 1, 2020. Pro forma operating results for the three and six months ended June 27, 2020 include operating expenses of $3,939 and $7,135, respectively, for acquisition integration costs and inventory related adjustments. Three Months Ended Six Months Ended July 3, 2021 June 27, 2020 July 3, 2021 June 27, 2020 Net sales $ 109,816 $ 65,955 $ 200,541 $ 157,570 Net (loss) income $ (6,841) $ (12,962) $ 16,333 $ (11,376) Earnings per share of Class A common stock(1): Basic and diluted $ (0.03) $ (0.08) Investments VIE The Company has a fully diluted 8.8% ownership of Harbor Medtech Inc.’s (Harbor) Series C Preferred Stock. The Company and Harbor entered into an exclusive Collaboration Agreement in 2019 for purposes of developing a product for orthopedic uses to be commercialized by the Company and supplied by Harbor. The Company’s partial ownership and exclusive Collaboration Agreement created a variable interest in Harbor. As a result, Harbor had been consolidated in the Company’s consolidated financial statements since the third quarter of 2019. Harbor assets that could only be used to settle Harbor obligations and Harbor liabilities for which creditors did not have recourse to the general credit of the Company were as follows at December 31, 2020: December 31, 2020 Cash and cash equivalents $ 803 Property and equipment, net 173 Intangible assets, net 5,635 Operating lease assets 178 Other assets 74 $ 6,863 Accounts payable and accrued liabilities $ 366 Other current liabilities 2,004 Other long-term liabilities 659 $ 3,029 The Company terminated the Collaboration Agreement on June 8, 2021 and determined that the termination was a triggering event requiring an impairment assessment of Harbor’s long lived assets. The assessment resulted in an impairment of $5,674, representing Harbor’s long-lived asset balance, which was recorded within impairment of variable entity assets in the consolidated condensed statements of operations and comprehensive (loss) income, of which $5,176 is attributable to the non-controlling interest. The Company stopped consolidating Harbor upon the termination of the Collaboration Agreement, as the Company ceased being the primary beneficiary because it no longer had the power to direct Harbor’s significant activities. The Company also assessed its Harbor investment post deconsolidation, which resulted in a $1,369 impairment, representing the remaining investment balance in Harbor and was recorded within other expense in the consolidated condensed statements of operations and comprehensive (loss) income. The Company continues to have license rights to certain technology obtained from Harbor and is continuing product development initiated under the Collaboration Agreement. Equity Method The Company has an equity investment in CartiHeal Ltd. (CartiHeal), a privately held entity that does not have a readily determinable fair value, which the Company began recording as an equity investment during the third quarter of 2020. The CartiHeal investment carrying value totaled $17,737 as of July 3, 2021, yielding a 10.03% fully diluted equity ownership. Net losses from CartiHeal for the three and six months ended July 3, 2021 totaled $432 and $901, respectively, which are included in other expense within the consolidated condensed statement of operations and other comprehensive (loss) income. The Company will, if needed to support the completion of a certain study, purchase an additional 338,089 of CartiHeal Series G Preferred Shares for $5,000. The Company has an exclusive option to acquire the remaining equity in CartiHeal, which may be exercised at any time up to and within 45 days following notice of the U.S. Food and Drug Administration (FDA) approval for a CartiHeal product currently in development. In addition, upon the same FDA approval, CartiHeal may exercise an option within 45 days that requires the Company to complete the acquisition of the remaining equity in CartiHeal. On July 15, 2020, the Company entered into an Option and Equity Purchase Agreement with CartiHeal. The agreement provides the Company with an exclusive option to acquire 100% of CartiHeal’s shares under certain conditions, or the Call Option, and provides CartiHeal with a put option that would require us to purchase 100% of CartiHeal’s shares under certain conditions, or the Put Option. The Put Option is only exercisable by CartiHeal upon pivotal clinical trial success, including achievement of certain secondary endpoints and FDA approval of the Agili-C device with a label consistent in all respects with pivotal clinical trial success. The pivotal clinical trial’s objective is to demonstrate the superiority of the Agili-C implant over the surgical standard of care, including microfracture and debridement, for the treatment of cartilage or osteochondral defects, in both osteoarthritic knees and knees without degenerative changes. On August 2, 2021, CartiHeal provided a statistical report containing the results of the pivotal clinical trial. The Company is currently reviewing the report to assess if it is consistent with the terms of the agreement and assessing the findings to determine if all required endpoint have been achieved. CartiHeal continues to work toward submitting the final, clinical module of a Modular PMA in the fourth quarter of 2021 seeking FDA approval. The Company has the right to terminate the Call Option and Put Option at any time ending 30 days after receipt of the statistical report from CartiHeal upon payment of a break fee of $30,000. If the Company determines that the results satisfy the requirements of the contract, and elect not to exercise its right to terminate the Call Option and Put Option, the Company will be required to put $50,000 into escrow as a deposit towards the purchase price. Consideration for the acquisition of all of the shares of CartiHeal, excluding those the Company owns, pursuant to the Call Option or Put Option would be $314,895, inclusive of the deposit, all of which would be payable at closing, with an additional $150,000 payable upon achievement of certain sales milestones related to Agili-C. Such closing would be subject to customary closing conditions. CartiHeal has announced that it expects to submit its PMA application to the FDA later this year Other On June 24, 2021, the Company purchased 406,504 shares of Vaporox, Inc’s (Vaporox) Series A Preferred Stock or 6.0% of fully diluted shares for $1,000. Vaporox, a privately held entity, is a medical device company dedicated to healing diabetic foot ulcers and does not have a readily determinable fair value. Under the measurement alternative, the investment is recorded at cost, less any impairment, plus or minus any changes resulting from observable price changes in orderly transactions for an identical or similar investment of the same issuer. |
Financial instruments
Financial instruments | 6 Months Ended |
Jul. 03, 2021 | |
Debt Disclosure [Abstract] | |
Financial instruments | Financial instruments Long-term debt consists of the following: July 3, December 31, 2020 Term loan due December 2024 (2.60% at July 3, 2021) $ 182,500 $ 190,000 Less: Current portion of long-term debt (15,000) (15,000) Unamortized debt issuance cost (959) (1,098) Unamortized discount (457) (524) $ 166,084 $ 173,378 The 2019 Credit Agreement requires the Company to comply with financial and other covenants. The Company complied with all covenants as of July 3, 2021. The 2019 Credit Agreement contains a $50,000 revolving credit facility, from which there were no outstanding borrowings as of July 3, 2021 and December 31, 2020. The estimated fair value of the Term Loan as of July 3, 2021 was $184,505. The fair value of these obligations was determined by using a discounted cash flow model based on current market interest rates available to the Company. These inputs are corroborated by observable market data for similar obligations and are classified as Level 2 instruments within the fair value hierarchy. The Company enters into interest rate swap agreements to limit its exposure to changes in the variable interest rate on its long-term debt. The Company has one non-designated interest rate swap agreement and has no other active derivatives. The swap is carried at fair value on the balance sheet (Refer to Note 5. Fair value measurements ) with changes in fair value recorded as interest income or expense within the consolidated statements of operations and comprehensive (loss) income. Net interest expense of $255 and $933 was recorded related to the change in fair value of the interest rate swap for the three months ended July 3, 2021 and June 27, 2020, respectively. Net interest income of $1,310 and expense of $2,001 was recorded related to the change in fair value of the interest rate swap for the six months ended July 3, 2021 and June 27, 2020, respectively. |
Fair value measurements
Fair value measurements | 6 Months Ended |
Jul. 03, 2021 | |
Fair Value Disclosures [Abstract] | |
Fair value measurements | Fair value measurements Our process for determining fair value has not changed from that described in the Company’s 2020 Annual Report on Form 10-K. There were no assets measured at fair value on a recurring basis and there were no liabilities valued at fair value using Level 1 inputs. The following table provides information for liabilities measured at fair value on a recurring basis using Level 2 and Level 3 inputs: July 3, 2021 December 31, 2020 Total Level 2 Level 3 Total Level 2 Level 3 Interest rate swap $ 292 $ 292 $ — $ 1,602 $ 1,602 $ — Current portion of 13,220 — 13,220 — — — Long-term contingent 30,421 — 30,421 — — — Management incentive — — — 40,303 — 40,303 Equity Participation Right — — — 6,101 — 6,101 Total liabilities $ 43,933 $ 292 $ 43,641 $ 48,006 $ 1,602 $ 46,404 Interest rate swap The Company values interest rate swaps using discounted cash flows. Forward curves and volatility levels are used to estimate future cash flows that are not certain. These are determined using observable market inputs when available and based on estimates when not available. The fair value of the swap was recorded in the Company’s consolidated balance sheets within accrued liabilities. Changes in fair value are recognized as interest expense (income) within the consolidated statements of operations and comprehensive (loss) income. Contingent consideration The Company initially values contingent consideration related to business combinations using a probability-weighted calculation of potential payment scenarios discounted at rates reflective of the risks associated with the expected future cash flows. Key assumptions used to estimate the fair value of contingent consideration include revenue and the probability of achieving the specific targets as discussed in Note 3. Business combinations and investments . After the initial valuation, the Company will use its best estimate to measure contingent consideration related to the Bioness Acquisition at each subsequent reporting period using the following unobservable Level 3 inputs: Valuation Technique Unobservable inputs Range Bioness contingent consideration Discounted cash flow Payment discount rate 5.0% - 6.8% Payment period 2021 - 2025 The contingent consideration reported in the above table resulted from the March 30, 2021 Bioness acquisition, which is adjusted on a monthly basis based upon the passage of time or success or failure of achieving certain milestones. Refer to Note 3. Business combinations and investments for further details. Changes in contingent consideration related to the Bioness acquisition totaled $641 for the three and six months ended July 3, 2021, which were recorded as the change in fair value of contingent consideration within the consolidated statements of operations and comprehensive (loss) income. Management incentive plan (MIP) and liability-classified awards BV LLC had operated two equity-based compensation plans, the management incentive plan (MIP) and the BV LLC Phantom Profits Interest Plan (Phantom Plan and, together with the MIP, the Plans), which were terminated on February 11, 2021 in connection with the Company’s IPO. Awards granted under the MIP Plan and the 2015 Phantom Units were liability-classified and the 2012 Phantom Units were equity-classified. Prior to the IPO and during the six months ended July 3, 2021, the Company settled the remaining 183,078 units with the sole MIP awardee for $10,802. No awards under the Plans were granted post-IPO and the Phantom Plan awards will be settled 12 months following the termination. Vested awardees whose BV LLC employment terminated prior to the IPO will have their awards settled for $10,875, which is included in accrued equity-based compensation on the consolidated condensed balance sheets. Awardees that were active BV LLC employees at the IPO will receive an aggregate of 798,422 shares of Class A common stock. The following table provides a reconciliation of the beginning and ending balances for the MIP and liability-classified awards at fair value using significant unobservable inputs or Level 3: Balance at December 31, 2020 $ 40,303 Change in fair value (25,185) Initial estimate (vesting) 829 Payments (11,281) Phantom plan conversion to Class A common stock (4,666) Balance at July 3, 2021 $ — Equity Participation Right (EPR) Unit Prior to the IPO, the Continuing LLC owner owned the only EPR Unit and its only entitlement was 0.55% of available distributions arising from a distribution event such as the IPO. The EPR Unit was redeemed in exchange for $3,327 in connection with the IPO in February 2021, at which time the EPR ceased to exist and all entitlements ended. The revaluation for the EPR liability is recognized in interest (income) expense on the consolidated statements of operations and comprehensive (loss) income. The following table provides a reconciliation of the beginning and ending balances for the EPR Unit at fair value using significant unobservable inputs Level 3: Balance at December 31, 2020 $ 6,101 Change in fair value (2,774) Payment (3,327) Balance at July 3, 2021 $ — |
Equity-based compensation
Equity-based compensation | 6 Months Ended |
Jul. 03, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Equity-based compensation | Equity-based compensation Terminated plans Prior to the IPO, BV LLC operated two equity-based compensation plans, the MIP and the Phantom Plan, which were terminated on February 11, 2021 in conjunction with the IPO. Prior to the Plans termination, during the six months ended July 3, 2021, (i) the Company granted 90,000 Phantom Plan units; (ii) there were no MIP awards granted; (iii) 900 Phantom Plan units were forfeited and (iv) other Phantom Units were redeemed for $479. Compensation expense related to the Phantom Plan of $829 for the six months ended July 3, 2021. This amount excludes the $25,185 decrease in fair market value of accrued equity-based compensation due to adjustments to reflect the difference between the expected pricing from the pending IPO and the actual offering price, of which $1,777 was recorded in research and development expense within the consolidated statement of operations and comprehensive (loss) income for the six months ended July 3, 2021. Compensation expense of $663 and $1,078 was recorded for the three and six months ended June 27, 2020, excluding $408 and $7,849 in fair market value decreases, respectively, within accrued equity-based compensation due to the impact of COVID-19 on the market and economy. 2021 Plan The Company operates an equity-based compensation plan (2021 Plan). The 2021 Plan is designed to grant incentive awards to eligible employees and other service providers in order to attract, motivate and retain the talent for which the Company competes. The 2021 Plan allows for the issuance of stock options (incentive and nonqualified), restricted stock, dividend equivalents, restricted stock units (RSUs), other stock-based awards, and cash awards. (collectively, Awards). Generally, non-cash Awards granted under the 2021 Plan are equity-classified. As of July 3, 2021, 7,592,476 shares of Class A common stock were authorized to be awarded and 2,024,123 shares were available for award. The number of shares available for issuance will be increased annually on January 1 of each calendar year beginning in 2022 through 2031, equal to the lesser of (i) 4.5% of the shares of our Class A common stock outstanding on the final day of the immediately preceding calendar year and (ii) a smaller number of shares as determined by our board of directors. Equity-based compensation expense of $5,778 and $7,722 was recognized for the three and six months ended July 3, 2021, respectively, for Awards granted under the 2021 Plan. The expense is primarily included in selling, general and administrative expense with a nominal amount in research and development expense on the consolidated statement of operations and comprehensive (loss) income based upon the classification of the employee. There was no income tax benefit related to this expense for the three and six months ended July 3, 2021. Restricted Stock Units During the three and six months ended July 3, 2021, the Company granted employees and non-employee directors time-based RSUs which vest at various dates through May 10, 2025. The compensation expense, which represents the fair value of the stock measured at the market price on the date of grant, is recognized over the vesting period, which is typically between 1 and 4 years. No RSUs were vested or settled during the three and six months ended July 3, 2021. Unamortized compensation expense related to the RSUs amounted to $9,976 at July 3, 2021, and is expected to be recognized over a weighted average period of approximately 0.69 years. A summary of the RSU award activity for the six months ended July 3, 2021 is as follows (number of units in thousands): Number of units Weighted-average grant-date fair value per unit Outstanding at December 31, 2020 — $ — Granted 945 14.38 Outstanding at April 3, 2021 945 14.38 Granted 2 14.90 Forfeited/canceled (4) 13.53 Outstanding at July 3, 2021 943 $ 14.38 Stock Options During the three and six months ended July 3, 2021, the Company granted employees time-based stock options which vest over 2 to 4 years following the date of grant and expire within 10 years. The fair value of time-based stock options is determined using the Black-Scholes valuation model, with such value recognized as expense over the service period, which is typically 2 to 4 years, net of actual forfeitures. A summary of the Company’s assumptions used in determining the fair value of the stock options granted during the six months ended July 3, 2021 is shown in the following table. Risk-free interest rate 0.59% - 1.19% Expected dividend yield — % Expected stock price volatility 33.1% - 33.5% Expected life of stock options 5.75- 6.25 Weighted-average fair value of stock options granted $4.21 - 5.29 The expected term of the options granted is estimated using the simplified method. Expected volatility is based on the historical volatility of the Company’s peers common stock. The risk-free interest rate is determined based upon a constant U.S. Treasury security rate with a contractual life that approximates the expected term of the option. No options vested, expired, forfeited or were exercisable during the six months ended July 3, 2021. Unamortized compensation expense related to the options amounted to $15,797 at July 3, 2021, and is expected to be recognized over a weighted average period of approximately 1.19 years. A summary of stock option activity is as follows for the six months ended July 3, 2021 (number of options in thousands): Number of options Weighted-average exercise price Weighted average remaining contractual term Outstanding at December 31, 2020 — $ — Granted 4,621 13.03 Outstanding at April 3, 2021 4,621 13.03 Granted 4 14.90 Outstanding at July 3, 2021 4,625 13.03 3.3 years The aggregate intrinsic value of options outstanding as of July 3, 2021 was $16,095 and is calculated as the difference between the exercise price of the underlying options and the market price of the Company’s common stock for options that had exercise prices lower than $16.51, the closing price of the Company’s stock on July 2, 2021. Employee Stock Purchase Plan In February 2021, in connection with the IPO, the Company began operating the 2021 Employee Stock Purchase Plan (ESPP). The ESPP provides for the issuance of shares of the Company’s common stock to eligible employees of the Company and its subsidiaries that elect to participate in the plan and purchase shares of common stock through payroll deductions (including executive officers). |
Earnings per share
Earnings per share | 6 Months Ended |
Jul. 03, 2021 | |
Earnings Per Share [Abstract] | |
Earnings per share | Earnings per share The following table sets forth the computation of basic and diluted loss per share of Class A common stock for the period following the Transactions (amounts in thousands, except share and per share data): Three Months Ended July 3, 2021 February 16, 2021 through July 3, 2021 Numerator: Net loss $ (10,780) $ (12,229) Net loss attributable to noncontrolling interests 6,654 7,062 Net loss attributable to Bioventus Inc. Class A common stockholders $ (4,126) $ (5,167) Denominator: Weighted-average shares of Class A common stock outstanding - basic and diluted $ 41,805,347 $ 41,802,840 Net loss per share of Class A common stock, basic and diluted $ (0.10) $ (0.12) Shares of Class B common stock do not share in the losses of the Company and are therefore not participating securities. As such, separate presentation of basic and diluted losses per share of Class B common stock under the two-class method has not been presented. The following number of weighted-average potentially dilutive shares as of July 3, 2021 were excluded from the calculation of diluted loss per share because the effect of including such potentially dilutive shares would have been antidilutive upon conversion: Three Months Ended July 3, 2021 Six Months Ended July 3, 2021 LLC Interests held by Continuing LLC Owner (a) 15,786,737 15,786,737 Stock options 4,622,287 4,602,747 RSUs 1,221,555 941,031 Unvested shares of Class A common stock 32,458 34,698 Total 21,663,037 21,365,213 (a) Class A Shares reserved for future issuance upon redemption or exchange of LLC Interests by Continuing LLC Owner. |
Income taxes
Income taxes | 6 Months Ended |
Jul. 03, 2021 | |
Income Tax Disclosure [Abstract] | |
Income taxes | Income taxes As a result of the Transactions, Bioventus Inc. became the sole managing member of BV LLC, which is treated as a partnership for U.S. federal and most applicable state and local income tax purposes. As a partnership, BV LLC is not subject to U.S. federal and certain state and local income taxes. Any taxable income or loss generated by BV LLC is passed through to and included in the taxable income or loss of its members, including the Company following the Transactions, on a pro rata basis. Bioventus Inc. is subject to U.S. federal income taxes, in addition to state and local income taxes with respect to its allocable share of any taxable income of BV LLC following the Transactions. The Company is also subject to taxes in foreign jurisdictions. The tax provision for interim periods is determined using an estimate of the Company's annual effective tax rate, adjusted for discrete items, if any, that arise during the period. Each quarter, the Company updates its estimate of its annual effective tax rate, and if the estimated annual effective tax rate changes, the Company makes a cumulative adjustment in such period. The quarterly tax provision, and estimate of the Company's annual effective tax rate, are subject to variation due to several factors, including variability in pre-tax income (or loss), the mix of jurisdictions to which such income relates, changes in how the Company conducts business, and tax law developments. For the three months ended July 3, 2021 and June 27, 2020 the Company's estimated effective tax rate was 18.9% and 1.8%, respectively. For the six months ended July 3, 2021 and June 27, 2020 the Company's estimated effective tax rate was 10.7% and 1.6%, respectively. The increase was primarily driven by the change in structure resulting from the IPO and associated Up C structure as well as the impact of non-deductible stock option expense during 2021. The Company recorded deferred taxes with the offset to additional paid-in capital in connection with the Transaction. The deferred tax asset of $481 was due to tax credits and the deferred tax liability of $48,410 was for the difference between the book value and the tax basis of the Company’s investment in BV LLC. The Company maintains a valuation allowance on certain deferred tax assets that has determined are not more-likely-than-not to be realizable. The Company assesses the need for an adjustment to this valuation allowance on a quarterly basis. The assessment is based on estimates of future sources of taxable income for the jurisdictions in which the Company operates and the periods over which deferred tax assets will be realizable. In the event the Company determines that it will be able to realize all or part of its net deferred tax assets in the future, all or part of the valuation allowance will be reversed in the period in which the Company makes such determination. The release of all or part of the valuation allowance against deferred tax assets may cause greater volatility in the effective tax rate in the periods in which it is reversed. Tax Receivable Agreement The Company expects to obtain an increase in the share of the tax basis of the assets of BV LLC when LLC Interests are redeemed or exchanged by the Continuing LLC Owner and other qualifying transactions. This increase in tax basis may have the effect of reducing the amounts that the Company would otherwise pay in the future to various tax authorities. The increase in tax basis may also decrease gains (or increase losses) on future dispositions of certain capital assets to the extent tax basis is allocated to those capital assets. On February 16, 2021, the Company entered into a tax receivable agreement (TRA) with the Continuing LLC Owner that provides for the payment by the Company to the Continuing LLC Owner of 85% of the amount of tax benefits, if any, that the Company actually realizes as a result of (i) increases in the tax basis of assets of BV LLC resulting from any redemptions or exchanges of LLC Interests or any prior sales of interests in BV LLC and (ii) certain other tax benefits related to our making payments under the TRA. The Company will maintain a full valuation allowance against deferred tax assets related to the tax attributes generated as a result of redemptions of LLC Interests or exchanges described above until it is determined that the benefits are more-likely-than-not to be realized. As of July 3, 2021, Continuing LLC Owner had not exchanged LLC Interests for shares of Class A common stock and therefore the Company had not recorded any liabilities under the TRA. |
Commitment and contingencies
Commitment and contingencies | 6 Months Ended |
Jul. 03, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and contingencies | Commitments and contingencies Leases The Company leases its office facilities as well as other property, vehicles and equipment under operating leases. The Company also leases certain office equipment under nominal finance leases. The remaining lease terms range from 1 month to 7.25 years. The components of lease cost were as follows: Three Months Ended Six Months Ended July 3, 2021 June 27, 2020 July 3, 2021 June 27, 2020 Operating lease cost $ 912 $ 646 $ 1,614 $ 1,292 Short-term lease cost (a) 212 94 329 204 Total lease cost $ 1,124 $ 740 $ 1,943 $ 1,496 (a) Includes variable lease cost and sublease income, which are immaterial. Supplemental cash flow information and non-cash activity related to operating leases were as follows: Six Months Ended July 3, 2021 June 27, 2020 Operating cash flows from operating leases $ 1,696 $ 1,269 Supplemental balance sheet and other information related to operating leases were as follows: July 3, December 31, 2020 Operating lease assets $ 17,669 $ 14,961 Operating lease liabilities- current $ 2,918 $ 1,960 Operating lease liabilities- noncurrent 15,989 14,108 Total operating lease liabilities $ 18,907 $ 16,068 Weighted average remaining lease term (years) 6.2 7.2 Weighted average discount rate 4.4 % 5.0 % Product Recall In December 2020, the Company voluntarily recalled our ultrasound gel, an accessory to one of the Restorative Therapies product. The Company has incurred, and expects to incur in the future, costs associated with this recall. Based on the information that has been received, the estimated probable loss related to this recall globally was approximately $2,055 as of July 3, 2021. Reserves of $434 and $1,684 were recorded within accrued liabilities on the consolidated balance sheets at July 3, 2021 and December 31, 2020, respectively. Legal Contingencies In the normal course of business, the Company periodically becomes involved in various claims and lawsuits, and governmental proceedings and investigations that are incidental to the business. With respect to governmental proceedings and investigations, like other companies in our industry, the Company is subject to extensive regulation by national, state and local governmental agencies in the U.S. and in other jurisdictions in which the Company operates. As a result, interaction with governmental agencies is ongoing. The Company’s standard practice is to cooperate with regulators and investigators in responding to inquiries. The outcomes of legal actions are not within the Company’s complete control and may not be known for extended periods of time. Prior to the closing of our acquisition of Bioness, Bioness had been named as a defendant in a lawsuit, for which we are indemnified for under the indemnification provisions contained in the Merger Agreement pursuant to which we acquired Bioness (the Bioness Merger Agreement). The case relates to an action brought in February 2021 in the Delaware State Court of Chancery by a former minority shareholder and director of Bioness, seeking a temporary restraining order contesting our acquisition of Bioness. While the complaint to block the Bioness acquisition was dismissed by the court, a separate action was brought against the Company under the indemnification provisions of the Bioness Certificate of Incorporation to recover $1,200 in attorney fees and other expenses incurred by the director and shareholder in connection with the dismissed case and filed a motion on May 21, 2021 for summary judgment of their claims. The Company is vigorously defending the matter. A hearing for the matter has been scheduled for August 19, 2021. Other matters On August 23, 2019, the Company was assigned a third-party license on a product currently in development and the Company is subject to a 3% royalty on certain commercial sales, or a nominal minimum amount per quarter, beginning in 2023. On May 29, 2019, the Company and the Musculoskeletal Transplant Foundation, Inc. d/b/a MTF Biologics (MTF), entered into a collaboration and development agreement to develop one or more products for orthopedic application to be commercialized by the Company and supplied by MTF (the Development Agreement). The first phase has been completed. Additional fees for the subsequent phases will be determined as the development work progresses. The Development Agreement continues until the date when the parties execute a supply agreement for the commercial products. On December 9, 2016, the Company entered into an amended and restated license agreement for the exclusive U.S. distribution and commercialization rights of a single injection osteoarthritis (OA) product with the supplier of the Company’s single injection OA product for the non-U.S. market. The agreement requires the Company to meet annual minimum purchase requirements and pay royalties on net sales. Royalties related to this agreement totaled $3,548 and $1,767 during the three months ended July 3, 2021 and June 27, 2020, respectively, and $5,925 and $3,969 during the six months ended July 3, 2021 and June 27, 2020, respectively. These royalties are included in cost of sales on the consolidated statement of operations and comprehensive (loss) income. As part of a supply agreement entered on February 9, 2016 for the Company’s three injection OA product, the Company is subject to annual minimum purchase requirements for ten years. After the initial 10 years, the agreement will automatically renew for an additional 5 years unless terminated by the Company or the seller in accordance with the agreement. As part of a supply agreement for the Company’s five injection OA product, that was amended and restated on December 22, 2020, the Company is subject to annual minimum purchase requirements for 8 years. The Company has an exclusive license agreement for bioactive bone graft putty. The Company is required to pay a royalty on all commercial sales revenue from the licensed products with a minimum annual royalty payment through 2023, the date the agreement will expire, upon the expiration of the patent held by the licensor. These royalties are included in cost of sales on the consolidated statement of operations and comprehensive (loss) income. From time to time, the Company causes letters of credit (LOCs) to be issued to provide credit support for guarantees, contractual commitments and insurance policies. The fair values of the LOCs reflect the amount of the underlying obligation and are subject to fees payable to the issuers, competitively determined in the marketplace. As of July 3, 2021 and December 31, 2020, the Company had one LOC outstanding for a nominal amount. The Company currently maintains insurance for risks associated with the operation of its business, provision of professional services and ownership of property. These policies provide coverage for a variety of potential losses, including loss or damage to property, bodily injury, general commercial liability, professional errors and omissions and medical malpractice. The Company is self-insured for health insurance covering most of its employees located in the United States. The Company maintains stop-loss insurance on a “claims made” basis for expenses in excess of $200 per member per year. |
Revenue recognition
Revenue recognition | 6 Months Ended |
Jul. 03, 2021 | |
Revenue from Contract with Customer [Abstract] | |
Revenue recognition | Revenue recognition Our policies for recognizing sales have not changed from those described in the Company’s 2020 Annual Report on Form 10-K. The Company attributes net sales to external customers to the U.S. and to all foreign countries based on the legal entity from which the sale originated. The following table presents our net sales by segment disaggregated by geographic markets and major products (Vertical) as follows: Three Months Ended Six Months Ended July 3, 2021 June 27, 2020 July 3, 2021 June 27, 2020 Primary geographic markets: U.S. $ 98,682 $ 53,166 $ 173,220 $ 125,136 International 11,134 4,851 18,374 11,526 Total net sales $ 109,816 $ 58,017 $ 191,594 $ 136,662 Vertical: Pain Treatments and Joint Preservation $ 56,704 $ 28,868 $ 98,234 $ 70,151 Restorative Therapies 32,511 17,968 54,332 41,433 Bone Graft Substitutes 20,601 11,181 39,028 25,078 Total net sales $ 109,816 $ 58,017 $ 191,594 $ 136,662 |
Segments
Segments | 6 Months Ended |
Jul. 03, 2021 | |
Segment Reporting [Abstract] | |
Segments | SegmentsThe Company’s two reportable segments are U.S. and International. The Company’s products are primarily sold to orthopedists, musculoskeletal and sports medicine physicians, podiatrists, neurosurgeons and orthopedic spine surgeons, as well as to their patients. The Company does not disclose segment information by asset as the Chief Operating Decision Maker does not review or use it to allocate resources or to assess the operating results and financial performance. Segment adjusted EBITDA is the segment profitability metric reported to the Company’s Chief Operating Decision Maker for purposes of decisions about allocation of resources to, and assessing performance of, each reportable segment. The following table presents segment adjusted EBITDA reconciled to income before income taxes: Three Months Ended Six Months Ended July 3, 2021 June 27, 2020 July 3, 2021 June 27, 2020 Segment adjusted EBITDA U.S. $ 17,149 $ 7,439 $ 27,147 $ 21,151 International 2,738 (497) 3,810 37 Depreciation and amortization (7,479) (7,248) (14,663) (14,513) Interest (expense) income (1,681) (2,834) 1,195 (5,215) Equity compensation (5,853) (255) 16,559 6,771 COVID-19 benefits, net — 1,101 — 1,101 Succession and transition charges (187) (3,801) (344) (4,574) Foreign currency impact 12 46 64 (40) Acquisition and integration costs (1,833) — (5,029) — Inventory step-up costs (2,106) — (2,106) Equity loss in unconsolidated investments (432) — (901) — Change in fair value of contingent consideration (641) — (641) — Impairments related to variable interest entity (7,043) — (7,043) — Other non-recurring costs (1,710) (41) (2,659) (283) (Loss) income before income taxes $ (9,066) $ (6,090) $ 15,389 $ 4,435 |
Subsequent events
Subsequent events | 6 Months Ended |
Jul. 03, 2021 | |
Subsequent Events [Abstract] | |
Subsequent events | Subsequent events Acquisition of Misonix, Inc. On July 29, 2021, the Company entered into an Agreement and Plan of Merger (the Misonix Merger Agreement) to acquire Misonix, Inc. (Misonix), a provider of minimally invasive therapeutic ultrasonic medical devices and regenerative products that enhance clinical outcomes, in a cash-and-stock transaction (the Transaction). The closing of the Transaction is subject to regulatory approvals, the Company’s stockholders’ approval, Misonix stockholder approval and customary closing conditions. Consideration Misonix stockholders will receive aggregate consideration that values Misonix at approximately $518,000 on a fully diluted basis, based on the Company’s 7-day weighted average stock price of $16.6284 per share as of July 27, 2021. The Transaction involves both cash and stock consideration based on the election of the Misonix stockholder. Each share of Misonix Common Stock issued and outstanding immediately prior to the Transaction, will be converted into the right to receive, either an amount in cash equal to $28.00 or 1.6839 validly issued, fully paid and non-assessable shares of Class A common stock of the Company, $0.001 par value per share, based on the election of the holder. The maximum cash amount payable by the Company will be an amount equal to $10.50 multiplied by the number of outstanding shares of Misonix Common Stock shortly prior to the completion of the Transaction. The Company expects to fund the cash portion of the acquisition with cash on hand and through committed financing provided by Wells Fargo Bank, National Association (Wells Fargo Bank). The number of shares held by Misonix stockholders electing to receive cash will be reduced on a pro rata basis if the cash elected to be received exceeds the maximum cash amount payable and will be paid with stock consideration of 1.6839 of shares of the Company’s Class A common stock. Debt Commitment Letter In connection with the transaction, the Company entered into a debt commitment letter with Wells Fargo Bank, effective July 29, 2021. Wells Fargo Bank has committed to provide a senior secured term loan facility (Term Loan Facility) in the aggregate principal amount of up to $262,000 plus, at the Company’s election, an amount sufficient to fund any original issue discount or upfront fees, subject to customary closing conditions. The Term Loan Facility stipulates a prepayment of $80,000 on the existing Term Loan under the 2019 Credit Agreement. The proceeds of the Term Loan Facility would be available through a single draw on the closing date of the Transaction and shall be used (i) to finance the Transaction; (ii) pay related fees, premiums and expenses and (iii) for working capital needs and general corporate purposes of the Company, including without limitation for permitted acquisitions. The Term Loan Facility would have a three year term that would bear interest at either the base rate as prescribed in the Term Loan under the 2019 Credit Agreement or the Eurodollar rate, and, in each case, plus an applicable margin. Voting and Support Agreements On July 29, 2021, following the execution of the Misonix Merger Agreement, Misonix entered into Voting and Support Agreements with each EW Healthcare Partners Acquisition Fund, L.P. White Pine Medical, LLC (a subsidiary of EW Partners Acquisition Fund, L.P.), Smith & Nephew, Inc., Smith & Nephew USD Ltd. and AMP-CF Holdings, LLC (together, the Bioventus Supporting Stockholders). The Bioventus Supporting Stockholders have agreed to vote their shares in (i) favor of the issuance of shares of the Company’s common stock in connection with the Transaction and against approval of any proposal made in opposition to, in competition with or inconsistent with the Misonix Merger Agreement. The Bioventus Supporting Stockholders are the beneficial owners of approximately 67.4% of the currently outstanding Class A and Class B common stock of the Company. Other Matters The unsecured PPP loan of $2,003 associated with Bioness was forgiven in July 2021. The loan amount was recorded in other current liabilities and restricted cash within the consolidated condensed balance sheet at July 3, 2021. Refer to Note 3. Business combinations and investments for further details. |
Organization (Policies)
Organization (Policies) | 6 Months Ended |
Jul. 03, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Recent accounting pronouncements | Recent accounting pronouncements The Company has elected to comply with non-accelerated public company filer effective dates of adoption. Therefore, the required effective dates for adopting new or revised accounting standards as described below are generally earlier than when emerging growth companies are required to adopt. Accounting Pronouncements Recently Adopted In December 2019, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update 2019-12, Income Taxes (ASU 2019-12), which amended the accounting for income taxes. ASU 2019-12 eliminates certain exceptions to the guidance for income taxes related to the approach for intraperiod tax allocation, the methodology for calculating income taxes in an interim period and the recognition of deferred tax liabilities for outside basis differences as well as simplifying aspects of the accounting for franchise taxes and enacted changes in tax laws or rates and clarifies the accounting for transactions that result in a step-up in the tax basis of goodwill. The Company adopted ASU 2019-12 on January 1, 2021 and it did not have a material impact on its consolidated financial statements. |
Balance sheet information (Tabl
Balance sheet information (Tables) | 6 Months Ended |
Jul. 03, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of Cash and Cash Equivalents | A summary of cash and cash equivalents and restricted cash is as follows: July 3, December 31, 2020 Cash and cash equivalents $ 136,065 $ 86,839 Restricted cash 2,003 — $ 138,068 $ 86,839 |
Schedule of Restrictions on Cash and Cash Equivalents | A summary of cash and cash equivalents and restricted cash is as follows: July 3, December 31, 2020 Cash and cash equivalents $ 136,065 $ 86,839 Restricted cash 2,003 — $ 138,068 $ 86,839 |
Schedule of Accounts Receivable | Accounts receivable, net of allowances, consisted of the following as of: July 3, December 31, 2020 Accounts receivable $ 105,048 $ 92,273 Less: Allowance for credit losses (3,019) (3,990) $ 102,029 $ 88,283 |
Summary of Accounts Receivable, Allowance for Credit Loss | Changes in credit losses were as follows: Three Months Ended Six Months Ended July 3, June 27, July 3, June 27, Beginning balance $ (3,811) $ (4,684) $ (3,990) $ (4,146) Recovery (provision) 550 (619) 359 (1,162) Write-offs 278 167 684 252 Recoveries (36) (113) (72) (193) Ending balance $ (3,019) $ (5,249) $ (3,019) $ (5,249) |
Schedule of Inventory | Inventory consisted of the following as of: July 3, December 31, 2020 Raw materials and supplies $ 4,202 $ 3,665 Finished goods 31,538 26,323 Gross 35,740 29,988 Excess and obsolete reserves (1,720) (868) $ 34,020 $ 29,120 |
Schedule of Accrued Liabilities | Accrued liabilities consisted of the following as of: July 3, December 31, 2020 Gross-to-net deductions $ 63,980 $ 43,656 Bonus and commission 12,493 15,188 Compensation and benefits 7,932 5,875 Income and other taxes 2,385 2,434 Other liabilities 18,456 21,034 $ 105,246 $ 88,187 |
Business combinations and inv_2
Business combinations and investments (Tables) | 6 Months Ended |
Jul. 03, 2021 | |
Business Combination and Asset Acquisition [Abstract] | |
Schedule of Business Acquisitions, by Acquisition | The consideration paid for Bioness is comprised of the following: Consideration Cash consideration at closing $ 48,933 Contingent consideration at fair value 43,000 Total Bioness consideration $ 91,933 |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed | The following table summarizes the preliminary fair values of the assets acquired and liabilities assumed at the acquisition date and the resulting goodwill, which is expected to be deductible for tax purposes: Fair value of consideration $ 91,933 Assets acquired and liabilities assumed: Cash, cash equivalents and restricted cash (a) 3,143 Accounts receivable 4,124 Inventory 7,318 Prepaid and other current assets 1,947 Property and equipment 673 Intangible assets 87,000 Operating lease assets 3,616 Other assets 132 Accounts payable and accrued liabilities (11,405) Other current liabilities (2,020) Other liabilities (4,930) Net assets acquired 89,598 Resulting goodwill (b) $ 2,335 (a) Consists of cash and cash equivalents of $2,143 and restricted cash deposited by the former majority owner of Bioness of $1,000, into escrow with financial institutions for the purpose of paying specific Bioness indebtedness. The Company previously deposited $4,207 into escrow for the same purpose. Prior to the acquisition, Bioness had entered into two loans in connection with the Paycheck Protection Program (the PPP) under the Coronavirus Aid, Relief and Economic Security Act (CARES Act) administered by the U.S. Small business Administration. Bioness received proceeds of $3,204 from an unsecured PPP loan that was scheduled to mature on April 10, 2022. Bioness applied and was granted forgiveness of this loan during 2021. Bioness received proceeds of $2,003 from a second unsecured PPP loan bearing an interest rate of 1% scheduled to mature on February 5, 2026. Bioness applied for forgiveness of this loan during 2021. As part of the Bioness acquisition, the balance of $2,003 was placed in restricted cash to cover the repayment of the outstanding unsecured PPP loan in the event it is not forgiven. The $1,000 outstanding unsecured PPP loan balance covered by the former majority owner is included in other current liabilities within the condensed consolidated balance sheets. (b) The U.S. segment was allocated the resulting goodwill from the Bioness acquisition. |
Schedule of Finite-Lived Intangible Assets Acquired as Part of Business Combination | The following table summarizes the preliminary fair values of identifiable intangible assets and their useful lives: Useful Life Fair Value Intellectual property 10 years $ 43,500 IPR&D N/A 43,250 Customer relationships 2 years 250 $ 87,000 |
Business Acquisition, Pro Forma Information | Consolidated unaudited pro forma results of operations for the Company are presented below assuming the 2021 Bioness Acquisition had occurred January 1, 2020. Pro forma operating results for the three and six months ended June 27, 2020 include operating expenses of $3,939 and $7,135, respectively, for acquisition integration costs and inventory related adjustments. Three Months Ended Six Months Ended July 3, 2021 June 27, 2020 July 3, 2021 June 27, 2020 Net sales $ 109,816 $ 65,955 $ 200,541 $ 157,570 Net (loss) income $ (6,841) $ (12,962) $ 16,333 $ (11,376) Earnings per share of Class A common stock(1): Basic and diluted $ (0.03) $ (0.08) |
Schedule of Variable Interest Entities | Harbor assets that could only be used to settle Harbor obligations and Harbor liabilities for which creditors did not have recourse to the general credit of the Company were as follows at December 31, 2020: December 31, 2020 Cash and cash equivalents $ 803 Property and equipment, net 173 Intangible assets, net 5,635 Operating lease assets 178 Other assets 74 $ 6,863 Accounts payable and accrued liabilities $ 366 Other current liabilities 2,004 Other long-term liabilities 659 $ 3,029 |
Financial instruments (Tables)
Financial instruments (Tables) | 6 Months Ended |
Jul. 03, 2021 | |
Debt Disclosure [Abstract] | |
Schedule of Long-term Debt Instruments | Long-term debt consists of the following: July 3, December 31, 2020 Term loan due December 2024 (2.60% at July 3, 2021) $ 182,500 $ 190,000 Less: Current portion of long-term debt (15,000) (15,000) Unamortized debt issuance cost (959) (1,098) Unamortized discount (457) (524) $ 166,084 $ 173,378 |
Fair value measurements (Tables
Fair value measurements (Tables) | 6 Months Ended |
Jul. 03, 2021 | |
Fair Value Disclosures [Abstract] | |
Schedule of Liabilities Measured At Fair Value on Recurring Basis | The following table provides information for liabilities measured at fair value on a recurring basis using Level 2 and Level 3 inputs: July 3, 2021 December 31, 2020 Total Level 2 Level 3 Total Level 2 Level 3 Interest rate swap $ 292 $ 292 $ — $ 1,602 $ 1,602 $ — Current portion of 13,220 — 13,220 — — — Long-term contingent 30,421 — 30,421 — — — Management incentive — — — 40,303 — 40,303 Equity Participation Right — — — 6,101 — 6,101 Total liabilities $ 43,933 $ 292 $ 43,641 $ 48,006 $ 1,602 $ 46,404 |
Schedule of Fair Value Measurement Inputs and Valuation Techniques | After the initial valuation, the Company will use its best estimate to measure contingent consideration related to the Bioness Acquisition at each subsequent reporting period using the following unobservable Level 3 inputs: Valuation Technique Unobservable inputs Range Bioness contingent consideration Discounted cash flow Payment discount rate 5.0% - 6.8% Payment period 2021 - 2025 |
Schedule of Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation | The following table provides a reconciliation of the beginning and ending balances for the MIP and liability-classified awards at fair value using significant unobservable inputs or Level 3: Balance at December 31, 2020 $ 40,303 Change in fair value (25,185) Initial estimate (vesting) 829 Payments (11,281) Phantom plan conversion to Class A common stock (4,666) Balance at July 3, 2021 $ — The following table provides a reconciliation of the beginning and ending balances for the EPR Unit at fair value using significant unobservable inputs Level 3: Balance at December 31, 2020 $ 6,101 Change in fair value (2,774) Payment (3,327) Balance at July 3, 2021 $ — |
Equity-based compensation (Tabl
Equity-based compensation (Tables) | 6 Months Ended |
Jul. 03, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Schedule of Nonvested Restricted Stock Units Activity | A summary of the RSU award activity for the six months ended July 3, 2021 is as follows (number of units in thousands): Number of units Weighted-average grant-date fair value per unit Outstanding at December 31, 2020 — $ — Granted 945 14.38 Outstanding at April 3, 2021 945 14.38 Granted 2 14.90 Forfeited/canceled (4) 13.53 Outstanding at July 3, 2021 943 $ 14.38 |
Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions | A summary of the Company’s assumptions used in determining the fair value of the stock options granted during the six months ended July 3, 2021 is shown in the following table. Risk-free interest rate 0.59% - 1.19% Expected dividend yield — % Expected stock price volatility 33.1% - 33.5% Expected life of stock options 5.75- 6.25 Weighted-average fair value of stock options granted $4.21 - 5.29 |
Schedule of Stock Options Roll Forward | A summary of stock option activity is as follows for the six months ended July 3, 2021 (number of options in thousands): Number of options Weighted-average exercise price Weighted average remaining contractual term Outstanding at December 31, 2020 — $ — Granted 4,621 13.03 Outstanding at April 3, 2021 4,621 13.03 Granted 4 14.90 Outstanding at July 3, 2021 4,625 13.03 3.3 years |
Earnings per share (Tables)
Earnings per share (Tables) | 6 Months Ended |
Jul. 03, 2021 | |
Earnings Per Share [Abstract] | |
Schedule of Earnings Per Share | The following table sets forth the computation of basic and diluted loss per share of Class A common stock for the period following the Transactions (amounts in thousands, except share and per share data): Three Months Ended July 3, 2021 February 16, 2021 through July 3, 2021 Numerator: Net loss $ (10,780) $ (12,229) Net loss attributable to noncontrolling interests 6,654 7,062 Net loss attributable to Bioventus Inc. Class A common stockholders $ (4,126) $ (5,167) Denominator: Weighted-average shares of Class A common stock outstanding - basic and diluted $ 41,805,347 $ 41,802,840 Net loss per share of Class A common stock, basic and diluted $ (0.10) $ (0.12) |
Schedule of Antidilutive Securities | The following number of weighted-average potentially dilutive shares as of July 3, 2021 were excluded from the calculation of diluted loss per share because the effect of including such potentially dilutive shares would have been antidilutive upon conversion: Three Months Ended July 3, 2021 Six Months Ended July 3, 2021 LLC Interests held by Continuing LLC Owner (a) 15,786,737 15,786,737 Stock options 4,622,287 4,602,747 RSUs 1,221,555 941,031 Unvested shares of Class A common stock 32,458 34,698 Total 21,663,037 21,365,213 |
Commitment and contingencies (T
Commitment and contingencies (Tables) | 6 Months Ended |
Jul. 03, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Lease, Cost | The components of lease cost were as follows: Three Months Ended Six Months Ended July 3, 2021 June 27, 2020 July 3, 2021 June 27, 2020 Operating lease cost $ 912 $ 646 $ 1,614 $ 1,292 Short-term lease cost (a) 212 94 329 204 Total lease cost $ 1,124 $ 740 $ 1,943 $ 1,496 (a) Includes variable lease cost and sublease income, which are immaterial. Supplemental cash flow information and non-cash activity related to operating leases were as follows: Six Months Ended July 3, 2021 June 27, 2020 Operating cash flows from operating leases $ 1,696 $ 1,269 |
Schedule of Assets and Liabilities, Lessee | Supplemental balance sheet and other information related to operating leases were as follows: July 3, December 31, 2020 Operating lease assets $ 17,669 $ 14,961 Operating lease liabilities- current $ 2,918 $ 1,960 Operating lease liabilities- noncurrent 15,989 14,108 Total operating lease liabilities $ 18,907 $ 16,068 Weighted average remaining lease term (years) 6.2 7.2 Weighted average discount rate 4.4 % 5.0 % |
Revenue recognition (Tables)
Revenue recognition (Tables) | 6 Months Ended |
Jul. 03, 2021 | |
Revenue from Contract with Customer [Abstract] | |
Disaggregation of Revenue | The following table presents our net sales by segment disaggregated by geographic markets and major products (Vertical) as follows: Three Months Ended Six Months Ended July 3, 2021 June 27, 2020 July 3, 2021 June 27, 2020 Primary geographic markets: U.S. $ 98,682 $ 53,166 $ 173,220 $ 125,136 International 11,134 4,851 18,374 11,526 Total net sales $ 109,816 $ 58,017 $ 191,594 $ 136,662 Vertical: Pain Treatments and Joint Preservation $ 56,704 $ 28,868 $ 98,234 $ 70,151 Restorative Therapies 32,511 17,968 54,332 41,433 Bone Graft Substitutes 20,601 11,181 39,028 25,078 Total net sales $ 109,816 $ 58,017 $ 191,594 $ 136,662 |
Segments (Tables)
Segments (Tables) | 6 Months Ended |
Jul. 03, 2021 | |
Segment Reporting [Abstract] | |
Schedule of Reconciliation of Operating Profit (Loss) from Segments to Consolidated | The following table presents segment adjusted EBITDA reconciled to income before income taxes: Three Months Ended Six Months Ended July 3, 2021 June 27, 2020 July 3, 2021 June 27, 2020 Segment adjusted EBITDA U.S. $ 17,149 $ 7,439 $ 27,147 $ 21,151 International 2,738 (497) 3,810 37 Depreciation and amortization (7,479) (7,248) (14,663) (14,513) Interest (expense) income (1,681) (2,834) 1,195 (5,215) Equity compensation (5,853) (255) 16,559 6,771 COVID-19 benefits, net — 1,101 — 1,101 Succession and transition charges (187) (3,801) (344) (4,574) Foreign currency impact 12 46 64 (40) Acquisition and integration costs (1,833) — (5,029) — Inventory step-up costs (2,106) — (2,106) Equity loss in unconsolidated investments (432) — (901) — Change in fair value of contingent consideration (641) — (641) — Impairments related to variable interest entity (7,043) — (7,043) — Other non-recurring costs (1,710) (41) (2,659) (283) (Loss) income before income taxes $ (9,066) $ (6,090) $ 15,389 $ 4,435 |
Organization (Details)
Organization (Details) $ / shares in Units, $ in Thousands | Aug. 10, 2021shares | Feb. 16, 2021USD ($)business$ / sharesshares | Apr. 30, 2020USD ($) | Jul. 03, 2021USD ($)employeevote$ / sharesshares | Dec. 31, 2020USD ($) |
Class of Stock [Line Items] | |||||
Preferred stock, shares authorized (in shares) | 10,000,000 | 10,000,000 | |||
Cash received from provident relief fund | $ | $ 1,247 | ||||
BV LLC | |||||
Class of Stock [Line Items] | |||||
Number of entities acquired | business | 10 | ||||
IPO | |||||
Class of Stock [Line Items] | |||||
Proceeds from public offering | $ | $ 111,228 | ||||
Payment of underwriting discounts and commissions | $ | 8,372 | ||||
Sale of stock, offering costs | $ | $ 4,778 | ||||
Payment of offering expenses | $ | $ 3,451 | $ 1,327 | |||
BV LLC | |||||
Class of Stock [Line Items] | |||||
Number of employees | employee | 900 | ||||
Number of LLC interest held (in shares) | 31,838,589 | ||||
BV LLC | |||||
Class of Stock [Line Items] | |||||
Noncontrolling interest, ownership percentage by noncontrolling owners | 27.80% | ||||
BV LLC | Subsequent Event | |||||
Class of Stock [Line Items] | |||||
Managing member, ownership interest | 72.20% | ||||
Number of LLC interest held (in shares) | 41,062,652 | ||||
Common Class A | |||||
Class of Stock [Line Items] | |||||
Common stock, shares authorized (in shares) | 250,000,000 | 250,000,000 | |||
Common stock, par value (in dollars per share) | $ / shares | $ 0.001 | $ 0.001 | |||
Number of votes per common share | vote | 1 | ||||
Common Class A | BV LLC | |||||
Class of Stock [Line Items] | |||||
Number of shares issued in acquisition (in shares) | 31,838,589 | ||||
Common Class A | IPO | |||||
Class of Stock [Line Items] | |||||
Number of shares issued in public offering (in shares) | 9,200,000 | ||||
Price per share in public offering (in dollars per share) | $ / shares | $ 13 | ||||
Common Class A | Over-Allotment Option | |||||
Class of Stock [Line Items] | |||||
Number of shares issued in public offering (in shares) | 1,200,000 | ||||
Common Class B | |||||
Class of Stock [Line Items] | |||||
Common stock, shares authorized (in shares) | 50,000,000 | 50,000,000 | |||
Common stock, par value (in dollars per share) | $ / shares | $ 0.001 | $ 0.001 | |||
Number of votes per common share | vote | 1 | ||||
Shares issued or issuable, required stock to LLC interest ratio | 1 | ||||
Cancellation ratio, required stock to LLC interest ratio | 1 | ||||
Number of shares cancelled (in shares) | 31,838,589 |
Balance sheet information - Cas
Balance sheet information - Cash, cash equivalents and restricted cash (Details) - USD ($) $ in Thousands | Jul. 03, 2021 | Dec. 31, 2020 | Jun. 27, 2020 | Dec. 31, 2019 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||||
Cash and cash equivalents | $ 136,065 | $ 86,839 | ||
Restricted cash | 2,003 | 0 | ||
Cash, cash equivalents, and restricted cash | $ 138,068 | $ 86,839 | $ 126,240 | $ 64,520 |
Balance sheet information - Com
Balance sheet information - Components of accounts receivable (Details) - USD ($) $ in Thousands | Jul. 03, 2021 | Dec. 31, 2020 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Accounts receivable | $ 105,048 | $ 92,273 |
Less: Allowance for credit losses | (3,019) | (3,990) |
Accounts receivable, net | $ 102,029 | $ 88,283 |
Balance sheet information - All
Balance sheet information - Allowance for credit loss (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jul. 03, 2021 | Jun. 27, 2020 | Jul. 03, 2021 | Jun. 27, 2020 | |
Accounts Receivable, Allowance for Credit Loss [Roll Forward] | ||||
Beginning balance | $ (3,811) | $ (4,684) | $ (3,990) | $ (4,146) |
Recovery (provision) | 550 | (619) | 359 | (1,162) |
Write-offs | 278 | 167 | 684 | 252 |
Recoveries | (36) | (113) | (72) | (193) |
Ending balance | $ (3,019) | $ (5,249) | $ (3,019) | $ (5,249) |
Balance sheet information - Inv
Balance sheet information - Inventory (Details) - USD ($) $ in Thousands | Jul. 03, 2021 | Dec. 31, 2020 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Raw materials and supplies | $ 4,202 | $ 3,665 |
Finished goods | 31,538 | 26,323 |
Gross | 35,740 | 29,988 |
Excess and obsolete reserves | (1,720) | (868) |
Inventory, net | $ 34,020 | $ 29,120 |
Balance sheet information - Acc
Balance sheet information - Accrued liabilities (Details) - USD ($) $ in Thousands | Jul. 03, 2021 | Dec. 31, 2020 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Gross-to-net deductions | $ 63,980 | $ 43,656 |
Bonus and commission | 12,493 | 15,188 |
Compensation and benefits | 7,932 | 5,875 |
Income and other taxes | 2,385 | 2,434 |
Other liabilities | 18,456 | 21,034 |
Accrued liabilities | $ 105,246 | $ 88,187 |
Balance sheet information - Nar
Balance sheet information - Narrative (Details) - USD ($) $ in Thousands | 6 Months Ended | |
Jul. 03, 2021 | Dec. 31, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Restructuring reserve, current | $ 247 | |
Payments for restructuring | $ 247 |
Business combinations and inv_3
Business combinations and investments - Narrative (Details) - USD ($) | Aug. 02, 2021 | Jun. 08, 2021 | Mar. 30, 2021 | Jul. 03, 2021 | Jun. 27, 2020 | Jul. 03, 2021 | Jun. 27, 2020 | Jul. 15, 2021 | Jun. 24, 2021 | Jan. 04, 2021 |
Business Acquisition [Line Items] | ||||||||||
Acquisition integration costs and inventory related adjustments | $ 3,939,000 | $ 7,135,000 | ||||||||
Impairments related to variable interest entity | $ 0 | $ 5,674,000 | $ 0 | |||||||
Harbor Medtech Inc | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Impairments related to variable interest entity | 5,674,000 | |||||||||
Impairment of variable interest entity assets, attributable to noncontrolling interest | $ 5,176,000 | |||||||||
Impairment of variable interest entity | $ 1,369,000 | |||||||||
Variable Interest Entity, Primary Beneficiary | Harbor Medtech Inc | Series C Preferred Stock | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Variable interest entity, ownership percentage | 8.80% | |||||||||
Vaporox | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Investment owned, balance, shares (in shares) | 406,504 | |||||||||
Investment owned, ownership percentage | 6.00% | |||||||||
Investment owned, cost | $ 1,000,000 | |||||||||
CartiHeal Ltd | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Equity method investments | $ 17,737,000 | $ 17,737,000 | ||||||||
Equity method investment, ownership percentage | 10.03% | 10.03% | ||||||||
Income (loss) from equity method investments | $ (432,000) | $ (901,000) | ||||||||
Period after FDA approval for which company may exercise option to purchase remaining equity | 45 days | |||||||||
Period after FDA approval for which CartiHeal may exercise option that requires the Company to purchase the remaining equity | 45 days | |||||||||
CartiHeal Ltd | Series G Preferred Stock | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Additional shares to be purchased upon completion of study (in shares) | 338,089 | 338,089 | ||||||||
Additional investment to be purchased upon completion of study | $ 5,000,000 | $ 5,000,000 | ||||||||
Bioness, Inc | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Percentage of business acquired | 100.00% | |||||||||
Contingent consideration at fair value | $ 43,000,000 | |||||||||
Expected future amortization, remainder of fiscal year | 2,238,000 | |||||||||
Expected future amortization, year one | 4,475,000 | |||||||||
Expected future amortization, year two | 4,381,000 | |||||||||
Expected future amortization, year three | 4,350,000 | |||||||||
Expected future amortization, year four | 4,350,000 | |||||||||
Acquisition costs | 1,833,000 | 5,029,000 | ||||||||
Revenue of acquiree since acquisition date | 11,870,000 | 11,870,000 | ||||||||
Income (loss) from acquiree since acquisition date | $ (3,529,000) | $ (3,529,000) | ||||||||
Escrow deposit | 4,207,000 | |||||||||
Consideration payable upon closing | 91,933,000 | |||||||||
Bioness, Inc | Maximum | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Contingent consideration at fair value | 65,000,000 | |||||||||
Bioness, Inc | Convertible Debt | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Debt instrument, face amount | $ 1,500,000 | |||||||||
Repayments of convertible debt | 1,500,000 | |||||||||
Bioness, Inc | Obtaining FDA Approval Of Certain Products | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Contingent consideration at fair value | 15,000,000 | |||||||||
Bioness, Inc | Meeting Net Sales Targets Over A Three-Year Period, Payment One | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Contingent consideration at fair value | 20,000,000 | |||||||||
Bioness, Inc | Meeting Net Sales Targets Over A Three-Year Period, Payment Two | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Contingent consideration at fair value | 10,000,000 | |||||||||
Bioness, Inc | For Obtaining CMS Coverage And Reimbursement For Certain Products | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Contingent consideration at fair value | $ 20,000,000 | |||||||||
Carti Heal | Subsequent Event | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Period after receipt of statistical report for which the company may terminate agreement | 30 days | |||||||||
Payment due upon termination of agreement | $ 30,000,000 | |||||||||
Escrow deposit | 50,000,000 | |||||||||
Consideration transferred upon achievement of certain sales milestones | 150,000,000 | |||||||||
Consideration payable upon closing | $ 314,895,000 | |||||||||
Carti Heal | Call Option | Subsequent Event | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Percentage of business acquired | 100.00% | |||||||||
Carti Heal | Put Option | Subsequent Event | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Percentage of business acquired | 100.00% |
Business combinations and inv_4
Business combinations and investments - Consideration transferred (Details) - Bioness, Inc $ in Thousands | Mar. 30, 2021USD ($) |
Business Acquisition [Line Items] | |
Cash consideration at closing | $ 48,933 |
Contingent consideration at fair value | 43,000 |
Fair value of consideration | $ 91,933 |
Business combinations and inv_5
Business combinations and investments - Fair value of assets acquired and liabilities assumed (Details) $ in Thousands | Mar. 30, 2021USD ($) | Mar. 29, 2021USD ($)loan | Jul. 03, 2021USD ($) | Dec. 31, 2020USD ($) |
Assets acquired and liabilities assumed: | ||||
Goodwill | $ 52,135 | $ 49,800 | ||
Interest rate percentage | 2.60% | |||
Current portion of long-term debt | $ 15,000 | $ 15,000 | ||
Paycheck Protection Program, CARES Act | ||||
Assets acquired and liabilities assumed: | ||||
Current portion of long-term debt | $ 1,000 | |||
Bioness, Inc | Paycheck Protection Program, CARES Act | ||||
Assets acquired and liabilities assumed: | ||||
Number of loans | loan | 2 | |||
Interest rate percentage | 1.00% | |||
Bioness, Inc | Paycheck Protection Program, CARES Act, Maturing April 10, 2022 | ||||
Assets acquired and liabilities assumed: | ||||
Proceeds from Paycheck Protection Program, CARES Act | $ 3,204 | |||
Bioness, Inc | Paycheck Protection Program, CARES Act, Maturing February 5, 2026 | ||||
Assets acquired and liabilities assumed: | ||||
Proceeds from Paycheck Protection Program, CARES Act | $ 2,003 | |||
Bioness, Inc | ||||
Business Acquisition [Line Items] | ||||
Fair value of consideration | $ 91,933 | |||
Assets acquired and liabilities assumed: | ||||
Cash. cash equivalents and restricted cash | 3,143 | |||
Accounts receivable | 4,124 | |||
Inventory | 7,318 | |||
Prepaid and other current assets | 1,947 | |||
Property and equipment | 673 | |||
Intangible assets | 87,000 | |||
Operating lease assets | 3,616 | |||
Other assets | 132 | |||
Accounts payable and accrued liabilities | (11,405) | |||
Other current liabilities | (2,020) | |||
Other liabilities | (4,930) | |||
Net assets acquired | 89,598 | |||
Goodwill | 2,335 | |||
Cash and cash equivalents acquired | 2,143 | |||
Restricted cash acquired | 1,000 | |||
Escrow deposit | $ 4,207 |
Business combinations and inv_6
Business combinations and investments - Components of intangible assets acquired (Details) - Bioness, Inc $ in Thousands | Mar. 30, 2021USD ($) |
Business Acquisition [Line Items] | |
Intangible assets | $ 87,000 |
Intellectual property | |
Business Acquisition [Line Items] | |
Useful Life (in years) | 10 years |
Intangible assets | $ 43,500 |
IPR&D | |
Business Acquisition [Line Items] | |
Intangible assets | $ 43,250 |
Customer relationships | |
Business Acquisition [Line Items] | |
Useful Life (in years) | 2 years |
Intangible assets | $ 250 |
Business combinations and inv_7
Business combinations and investments - Variable interest entity's assets and liabilities (Details) - USD ($) $ in Thousands | Jul. 03, 2021 | Dec. 31, 2020 |
Variable Interest Entity [Line Items] | ||
Cash and cash equivalents | $ 136,065 | $ 86,839 |
Property and equipment, net | 8,960 | 6,879 |
Intangible assets, net | 257,848 | 191,650 |
Operating lease assets | 17,669 | 14,961 |
Total assets | 646,636 | 494,466 |
Other current liabilities | 3,964 | 3,926 |
Other long-term liabilities | 24,171 | 21,728 |
Total liabilities | $ 427,272 | 350,306 |
Variable Interest Entity, Primary Beneficiary | Harbor Medtech Inc | ||
Variable Interest Entity [Line Items] | ||
Cash and cash equivalents | 803 | |
Property and equipment, net | 173 | |
Intangible assets, net | 5,635 | |
Operating lease assets | 178 | |
Other assets | 74 | |
Total assets | 6,863 | |
Accounts payable and accrued liabilities | 366 | |
Other current liabilities | 2,004 | |
Other long-term liabilities | 659 | |
Total liabilities | $ 3,029 |
Business combinations and inv_8
Business combinations and investments - Pro forma results (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jul. 03, 2021 | Jun. 27, 2020 | Jul. 03, 2021 | Jun. 27, 2020 | |
Earnings per share of Class A common stock(1): | ||||
Basic (in dollars per share) | $ (0.03) | |||
Diluted (in dollars per share) | $ (0.03) | |||
Bioness, Inc | ||||
Business Acquisition [Line Items] | ||||
Net sales | $ 109,816 | $ 65,955 | $ 200,541 | $ 157,570 |
Net (loss) income | $ (6,841) | $ (12,962) | $ 16,333 | $ (11,376) |
Earnings per share of Class A common stock(1): | ||||
Basic (in dollars per share) | $ (0.08) | |||
Diluted (in dollars per share) | $ (0.08) |
Financial instruments - Schedul
Financial instruments - Schedule Of Long-Term Debt (Details) - USD ($) $ in Thousands | Jul. 03, 2021 | Dec. 31, 2020 |
Debt Disclosure [Abstract] | ||
Term loan due December 2024 (2.60% at July 3, 2021) | $ 182,500 | $ 190,000 |
Current portion of long-term debt | (15,000) | (15,000) |
Unamortized debt issuance cost | (959) | (1,098) |
Unamortized discount | (457) | (524) |
Long-term debt, less current portion | $ 166,084 | $ 173,378 |
Interest rate percentage | 2.60% |
Financial instruments - Narrati
Financial instruments - Narrative (Details) | 3 Months Ended | 6 Months Ended | |||
Jul. 03, 2021USD ($)segment | Jun. 27, 2020USD ($) | Jul. 03, 2021USD ($)segment | Jun. 27, 2020USD ($) | Dec. 31, 2020USD ($) | |
Debt Instrument [Line Items] | |||||
Revolving credit facility, borrowing capacity | $ 50,000,000 | $ 50,000,000 | |||
Outstanding borrowings on line of credit | 0 | 0 | $ 0 | ||
Fair Value, Inputs, Level 2 | |||||
Debt Instrument [Line Items] | |||||
Long-term debt, fair value | $ 184,505,000 | $ 184,505,000 | |||
Interest Rate Swap | |||||
Debt Instrument [Line Items] | |||||
Number of interest rate swap agreements | segment | 1 | 1 | |||
Interest (income) expense, net | $ (255,000) | $ (933,000) | $ 1,310,000 | $ (2,001,000) | |
Derivative, notional amount | $ 100,000,000 | $ 100,000,000 | |||
Percentage of debt hedged by derivative | 54.80% | 54.80% | |||
Derivative, locked in interest rate | 0.64% | 0.64% |
Fair value measurements - Liabi
Fair value measurements - Liabilities measured at fair value (Details) - USD ($) $ in Thousands | Jul. 03, 2021 | Dec. 31, 2020 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Current portion of contingent consideration | $ 13,220 | $ 0 |
Contingent consideration, less current portion | 30,421 | 0 |
Fair Value, Recurring | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Interest rate swap | 292 | 1,602 |
Current portion of contingent consideration | 13,220 | 0 |
Contingent consideration, less current portion | 30,421 | 0 |
Management incentive plan and liability- classified awards | 0 | 40,303 |
Equity Participation Right | 0 | 6,101 |
Total liabilities | 43,933 | 48,006 |
Fair Value, Recurring | Fair Value, Inputs, Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Interest rate swap | 292 | 1,602 |
Current portion of contingent consideration | 0 | 0 |
Contingent consideration, less current portion | 0 | 0 |
Management incentive plan and liability- classified awards | 0 | 0 |
Equity Participation Right | 0 | 0 |
Total liabilities | 292 | 1,602 |
Fair Value, Recurring | Fair Value, Inputs, Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Interest rate swap | 0 | 0 |
Current portion of contingent consideration | 13,220 | 0 |
Contingent consideration, less current portion | 30,421 | 0 |
Management incentive plan and liability- classified awards | 0 | 40,303 |
Equity Participation Right | 0 | 6,101 |
Total liabilities | $ 43,641 | $ 46,404 |
Fair value measurements - Acqui
Fair value measurements - Acquisition unobservable level 3 inputs (Details) - Fair Value, Inputs, Level 3 | Jul. 03, 2021 |
Minimum | Valuation Technique, Discounted Cash Flow | Measurement Input, Discount Rate | |
Business Acquisition [Line Items] | |
Payment discount rate | 0.050 |
Maximum | |
Business Acquisition [Line Items] | |
Payment discount rate | 0.068 |
Fair value measurements - Addit
Fair value measurements - Additional information (Details) $ in Thousands | Feb. 16, 2021USD ($) | Jul. 03, 2021USD ($)shares | Jun. 27, 2020USD ($) | Jul. 03, 2021USD ($)shares | Jun. 27, 2020USD ($) | Feb. 15, 2021 | Feb. 10, 2021plan |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |||||||
Change in fair value of contingent consideration | $ 641 | $ 0 | $ 641 | $ 0 | |||
Number of equity-based compensation plans | plan | 2 | ||||||
EPR unit, entitled percentage of distributions | 0.55% | ||||||
Bioness, Inc | |||||||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |||||||
Change in fair value of contingent consideration | $ 641 | $ 641 | |||||
Management Incentive Plan And Liability-Classified Awards | |||||||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |||||||
Number of awards outstanding (in shares) | shares | 183,078 | 183,078 | |||||
Cash paid to settle award | $ 10,802 | ||||||
Vesting period | 12 months | ||||||
Equity Participation Right Unit | |||||||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |||||||
Cash paid to settle award | $ 3,327 | ||||||
BV LLC Employees Terminated Prior To IPO | Management Incentive Plan And Liability-Classified Awards | |||||||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |||||||
Cash paid to settle award | $ 10,875 | ||||||
BV LLC Employees Active At IPO | Management Incentive Plan And Liability-Classified Awards | Common Class A | |||||||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |||||||
Number of shares issued (in shares) | shares | 798,422 |
Fair value measurements - MIP a
Fair value measurements - MIP and liability-classified awards (Details) - Management Incentive Plan And Liability-Classified Awards $ in Thousands | 6 Months Ended |
Jul. 03, 2021USD ($) | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |
Beginning balance | $ 40,303 |
Change in fair value | (25,185) |
Initial estimate (vesting) | 829 |
Payments | (11,281) |
Phantom plan conversion to Class A common stock | (4,666) |
Ending balance | $ 0 |
Fair value measurements - Equit
Fair value measurements - Equity participation right unit (Details) - Equity Participation Right Unit $ in Thousands | 6 Months Ended |
Jul. 03, 2021USD ($) | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |
Beginning balance | $ 6,101 |
Change in fair value | (2,774) |
Payments | (3,327) |
Ending balance | $ 0 |
Equity-based compensation - Nar
Equity-based compensation - Narrative (Details) | 1 Months Ended | 3 Months Ended | 6 Months Ended | |||
Feb. 10, 2021USD ($)planshares | Jul. 03, 2021USD ($)$ / sharesshares | Apr. 03, 2021shares | Jun. 27, 2020USD ($) | Jul. 03, 2021USD ($)$ / sharesshares | Jun. 27, 2020USD ($) | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Number of equity-based compensation plans | plan | 2 | |||||
Income tax expense (benefit) | $ | $ 1,714,000 | $ (110,000) | $ 1,641,000 | $ (71,000) | ||
Unamortized compensation expense, options | $ | $ 15,797,000 | $ 15,797,000 | ||||
Number of options vested (in shares) | 0 | |||||
Number of options expired (in shares) | 0 | |||||
Number of options exercisable (in shares) | 0 | 0 | ||||
Options outstanding, aggregate intrinsic value | $ | $ 16,095,000 | $ 16,095,000 | ||||
Management Incentive Plan Award | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Number of awards granted (in shares) | 0 | |||||
Phantom Share Units (PSUs) | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Number of awards granted (in shares) | 90,000 | |||||
Number of awards forfeited (in shares) | 900,000 | |||||
Cash paid to settle award | $ | $ 479,000 | |||||
Equity compensation | $ | 663,000 | 829,000 | 1,078,000 | |||
Change in fair value | $ | (25,185,000) | |||||
Decrease in fair value due to the impact of COVID-19 on the market and economy | $ | $ (408,000) | $ (7,849,000) | ||||
Phantom Share Units (PSUs) | Research and Development Expense | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Equity compensation | $ | $ 1,777,000 | |||||
RSUs | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Number of awards granted (in shares) | 2,000 | 945,000 | ||||
Number of awards forfeited (in shares) | 4,000 | |||||
Vested (in shares) | 0 | 0 | ||||
Unamortized compensation expense, RSUs | $ | $ 9,976,000 | $ 9,976,000 | ||||
Compensation expense net yet amortized, period for recognition | 8 months 8 days | |||||
RSUs | Minimum | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Vesting period | 1 year | 1 year | ||||
RSUs | Maximum | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Vesting period | 4 years | 4 years | ||||
Stock options | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Compensation expense net yet amortized, period for recognition | 1 year 2 months 8 days | |||||
Expiration period | 10 years | 10 years | ||||
Stock options | Minimum | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Vesting period | 2 years | 2 years | ||||
Stock options | Maximum | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Vesting period | 4 years | 4 years | ||||
Employee Stock | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Equity compensation | $ | $ 75,000 | $ 75,000 | ||||
Number of shares available to be awarded (in shares) | 518,257 | 518,257 | ||||
Purchase price of common stock, percentage of fair market value | 85.00% | |||||
Number of shares issued (in shares) | 24,063 | 24,063 | ||||
Employee Stock | Minimum | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Percentage of employee compensation deducted to purchase common stock | 1.00% | 1.00% | ||||
Employee Stock | Maximum | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Percentage of employee compensation deducted to purchase common stock | 15.00% | 15.00% | ||||
2021 Plan | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Equity compensation | $ | $ 5,778,000 | $ 7,722,000 | ||||
Income tax expense (benefit) | $ | $ 0 | $ 0 | ||||
Common Class A | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Common stock closing price, (in dollars per share) | $ / shares | $ 16.51 | $ 16.51 | ||||
Common Class A | 2021 Plan | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Number of shares authorized to be awarded (in shares) | 7,592,476 | 7,592,476 | ||||
Number of shares available to be awarded (in shares) | 2,024,123 | 2,024,123 | ||||
Annual percentage increase in number of shares authorized | 4.50% | 4.50% |
Equity-based compensation - Res
Equity-based compensation - Restricted stock unit activity (Details) - RSUs - $ / shares shares in Thousands | 3 Months Ended | |
Jul. 03, 2021 | Apr. 03, 2021 | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | ||
Beginning balance (in shares) | 945 | 0 |
Granted (in shares) | 2 | 945 |
Forfeited/canceled (in shares) | (4) | |
Ending balance (in shares) | 943 | 945 |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract] | ||
Beginning balance (in dollars per share) | $ 14.38 | $ 0 |
Granted (in dollars per share) | 14.90 | 14.38 |
Cancelled (in dollars per share) | 13.53 | |
Ending balance (in dollars per share) | $ 14.38 | $ 14.38 |
Equity-based compensation - Fai
Equity-based compensation - Fair value assumptions (Details) - Stock options | 6 Months Ended |
Jul. 03, 2021$ / shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Risk-free interest rate, minimum | 0.59% |
Risk-free interest rate, maximum | 1.19% |
Expected dividend yield | 0.00% |
Expected stock price volatility, minimum | 33.10% |
Expected stock price volatility, maximum | 33.50% |
Minimum | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Expected life of stock options | 5 years 9 months |
Weighted-average fair value of stock options granted (in dollars per share) | $ 4.21 |
Maximum | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Expected life of stock options | 6 years 3 months |
Weighted-average fair value of stock options granted (in dollars per share) | $ 5.29 |
Equity-based compensation - Opt
Equity-based compensation - Option activity (Details) - $ / shares shares in Thousands | 3 Months Ended | 6 Months Ended | |
Jul. 03, 2021 | Apr. 03, 2021 | Jul. 03, 2021 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward] | |||
Beginning balance (in shares) | 4,621 | 0 | 0 |
Granted (in shares) | 4 | 4,621 | |
Ending balance (in shares) | 4,625 | 4,621 | 4,625 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price [Abstract] | |||
Beginning balance (in dollars per share) | $ 13.03 | $ 0 | $ 0 |
Granted (in dollars per share) | 14.90 | 13.03 | |
Ending balance (in dollars per share) | $ 13.03 | $ 13.03 | $ 13.03 |
Outstanding, weighted average remaining contractual term | 3 years 3 months 18 days |
Earnings per share - Computatio
Earnings per share - Computation of Basic and Diluted Earnings Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 2 Months Ended | 3 Months Ended | 5 Months Ended | 6 Months Ended | ||||
Feb. 15, 2021 | Jul. 03, 2021 | Jun. 27, 2020 | Jul. 03, 2021 | Jul. 03, 2021 | Jun. 27, 2020 | |||
Numerator: | ||||||||
Net loss | $ 25,977 | $ (10,780) | $ (5,980) | $ (12,229) | $ 13,748 | $ 4,506 | ||
Net loss attributable to noncontrolling interests | 6,654 | 214 | 7,062 | 7,062 | 672 | |||
Net (loss) income attributable to Bioventus Inc. | $ (4,126) | $ (5,766) | $ (5,167) | $ 20,810 | $ 5,178 | |||
Denominator: | ||||||||
Weighted-average shares of Class A common stock outstanding - basic (in shares) | 41,805,347 | [1] | 41,802,840 | 41,802,840 | [1] | |||
Weighted-average shares of Class A common stock outstanding - diluted (in shares) | 41,805,347 | [1] | 41,802,840 | 41,802,840 | [1] | |||
Net loss per share of Class A common stock, basic (in dollars per share) | $ (0.10) | [1] | $ (0.12) | $ (0.12) | [1] | |||
Net loss per share of Class A common stock, diluted (in dollars per share) | $ (0.10) | [1] | $ (0.12) | $ (0.12) | [1] | |||
[1] | (1) Per share information for the six months ended July 3, 2021 represents loss per share of Class A common stock and weighted-average shares of Class A common stock outstanding from February 16, 2021 through July 3, 2021, the period following Bioventus Inc.'s initial public offering and related transactions described in Note 1. Organization and Note 7. Earnings per share within the Notes to the Unaudited Condensed Consolidated Financial Statements. |
Earnings per share - Antidiluti
Earnings per share - Antidilutive Securities Excluded From Computation of Earnings Per Share (Details) - shares | 3 Months Ended | 6 Months Ended |
Jul. 03, 2021 | Jul. 03, 2021 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities (in shares) | 21,663,037 | 21,365,213 |
LLC Interests | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities (in shares) | 15,786,737 | 15,786,737 |
Stock options | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities (in shares) | 4,622,287 | 4,602,747 |
RSUs | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities (in shares) | 1,221,555 | 941,031 |
Unvested shares of Class A common stock | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities (in shares) | 32,458 | 34,698 |
Income taxes (Details)
Income taxes (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jul. 03, 2021 | Jun. 27, 2020 | Jul. 03, 2021 | Jun. 27, 2020 | |
Income Tax Disclosure [Abstract] | ||||
Effective income tax rate | 18.90% | 1.80% | 10.70% | 1.60% |
Deferred tax assets, tax credits | $ 481 | $ 481 | ||
Deferred tax liabilities, difference between the book value and tax basis of investment | $ 48,410 | $ 48,410 |
Commitment and contingencies -
Commitment and contingencies - Lease cost (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jul. 03, 2021 | Jun. 27, 2020 | Jul. 03, 2021 | Jun. 27, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | ||||
Operating lease cost | $ 912 | $ 646 | $ 1,614 | $ 1,292 |
Short-term lease cost | 212 | 94 | 329 | 204 |
Total lease cost | $ 1,124 | $ 740 | $ 1,943 | $ 1,496 |
Commitment and contingencies _2
Commitment and contingencies - Supplemental cash flow information (Details) - USD ($) $ in Thousands | 6 Months Ended | |
Jul. 03, 2021 | Jun. 27, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | ||
Operating cash flows from operating leases | $ 1,696 | $ 1,269 |
Commitment and contingencies _3
Commitment and contingencies - Supplemental balance sheet information (Details) - USD ($) $ in Thousands | Jul. 03, 2021 | Dec. 31, 2020 |
Commitments and Contingencies Disclosure [Abstract] | ||
Operating lease assets | $ 17,669 | $ 14,961 |
Operating lease liabilities- current | 2,918 | 1,960 |
Operating lease liabilities- noncurrent | 15,989 | 14,108 |
Total operating lease liabilities | $ 18,907 | $ 16,068 |
Weighted average remaining lease term (years) | 6 years 2 months 12 days | 7 years 2 months 12 days |
Weighted average discount rate | 4.40% | 5.00% |
Commitment and contingencies _4
Commitment and contingencies - Narrative (Details) - USD ($) $ in Thousands | Dec. 22, 2020 | Aug. 23, 2019 | Feb. 09, 2016 | Jul. 03, 2021 | Jun. 27, 2020 | Jul. 03, 2021 | Jun. 27, 2020 | Dec. 31, 2020 |
Loss Contingencies [Line Items] | ||||||||
Stop loss insurance, threshold per member per year | $ 200 | |||||||
Bioness, Inc | ||||||||
Loss Contingencies [Line Items] | ||||||||
Loss Contingency, Damages Sought, Value | $ 1,200 | |||||||
Minimum | ||||||||
Loss Contingencies [Line Items] | ||||||||
Lessee, operating lease, remaining lease term | 1 month | 1 month | ||||||
Maximum | ||||||||
Loss Contingencies [Line Items] | ||||||||
Lessee, operating lease, remaining lease term | 7 years 3 months | 7 years 3 months | ||||||
Three Injection OA Product | ||||||||
Loss Contingencies [Line Items] | ||||||||
Supply commitment, term | 10 years | |||||||
Supply commitment, renewal term | 5 years | |||||||
Damages from Product Defects | ||||||||
Loss Contingencies [Line Items] | ||||||||
Estimated probable loss related to product recall | $ 2,055 | $ 2,055 | ||||||
Recorded reserves for product recall | 434 | 434 | $ 1,684 | |||||
Harbor | ||||||||
Loss Contingencies [Line Items] | ||||||||
Collaborative agreement, royalty percentage | 3.00% | |||||||
Collaborative agreement, term | 8 years | |||||||
Supplier of Single Injection OA Product | ||||||||
Loss Contingencies [Line Items] | ||||||||
Royalty expense | $ 3,548 | $ 1,767 | $ 5,925 | $ 3,969 |
Revenue recognition (Details)
Revenue recognition (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jul. 03, 2021 | Jun. 27, 2020 | Jul. 03, 2021 | Jun. 27, 2020 | |
Disaggregation of Revenue [Line Items] | ||||
Total net sales | $ 109,816 | $ 58,017 | $ 191,594 | $ 136,662 |
Pain Treatments and Joint Preservation | ||||
Disaggregation of Revenue [Line Items] | ||||
Total net sales | 56,704 | 28,868 | 98,234 | 70,151 |
Restorative Therapies | ||||
Disaggregation of Revenue [Line Items] | ||||
Total net sales | 32,511 | 17,968 | 54,332 | 41,433 |
Bone Graft Substitutes | ||||
Disaggregation of Revenue [Line Items] | ||||
Total net sales | 20,601 | 11,181 | 39,028 | 25,078 |
U.S. | ||||
Disaggregation of Revenue [Line Items] | ||||
Total net sales | 98,682 | 53,166 | 173,220 | 125,136 |
International | ||||
Disaggregation of Revenue [Line Items] | ||||
Total net sales | $ 11,134 | $ 4,851 | $ 18,374 | $ 11,526 |
Segments (Details)
Segments (Details) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jul. 03, 2021USD ($) | Jun. 27, 2020USD ($) | Jul. 03, 2021USD ($)segment | Jun. 27, 2020USD ($) | |
Segment Reporting Information [Line Items] | ||||
Number of reportable segments | segment | 2 | |||
Depreciation and amortization | $ (1,852) | $ (1,813) | $ (3,777) | $ (3,638) |
Interest (expense) income | (1,681) | (2,834) | 1,195 | (5,215) |
Change in fair value of contingent consideration | 641 | 0 | 641 | 0 |
Impairments related to variable interest entity | 0 | (5,674) | 0 | |
(Loss) income before income taxes | (9,066) | (6,090) | 15,389 | 4,435 |
Segment Reconciling Items | ||||
Segment Reporting Information [Line Items] | ||||
Depreciation and amortization | (7,479) | (7,248) | (14,663) | (14,513) |
Interest (expense) income | (1,681) | (2,834) | 1,195 | (5,215) |
Equity compensation | (5,853) | (255) | 16,559 | 6,771 |
COVID-19 benefits, net | 0 | 1,101 | 0 | 1,101 |
Succession and transition charges | (187) | (3,801) | (344) | (4,574) |
Foreign currency impact | 12 | 46 | 64 | (40) |
Acquisition and integration costs | (1,833) | 0 | (5,029) | 0 |
Inventory step-up costs | (2,106) | 0 | (2,106) | |
Equity loss in unconsolidated investments | (432) | 0 | (901) | 0 |
Change in fair value of contingent consideration | (641) | 0 | (641) | 0 |
Impairments related to variable interest entity | (7,043) | 0 | (7,043) | 0 |
Other non-recurring costs | (1,710) | (41) | (2,659) | (283) |
U.S. Segment | Operating Segments | ||||
Segment Reporting Information [Line Items] | ||||
Segment adjusted EBITDA | 17,149 | 7,439 | 27,147 | 21,151 |
International Segment | Operating Segments | ||||
Segment Reporting Information [Line Items] | ||||
Segment adjusted EBITDA | $ 2,738 | $ (497) | $ 3,810 | $ 37 |
Subsequent events (Details)
Subsequent events (Details) - USD ($) $ / shares in Units, $ in Thousands | Jul. 29, 2021 | Mar. 30, 2021 | Jul. 31, 2021 | Dec. 31, 2021 |
Bioness, Inc | ||||
Subsequent Event [Line Items] | ||||
Fair value of consideration | $ 91,933 | |||
Forecast | Misonix, Inc | ||||
Subsequent Event [Line Items] | ||||
Fair value of consideration | $ 518,000 | |||
Business acquisition, share price (in dollars per share) | $ 16.6284 | |||
Business acquisition, consideration transferred per share, cash (in dollars per share) | $ 28 | |||
Business acquisition, consideration transferred per share (in shares) | 1.6839 | |||
Common stock, par value (in dollars per share) | $ 0.001 | |||
Business acquisition, consideration transferred per share, maximum amount payable (in dollars per share) | $ 10.50 | |||
Subsequent Event | Bioventus Supporting Stockholders | Bioventus, Inc | ||||
Subsequent Event [Line Items] | ||||
Percentage of ownership before transaction | 67.40% | |||
Subsequent Event | PPP Loan | Bioness, Inc | ||||
Subsequent Event [Line Items] | ||||
Unsecured PPP loan forgiven | $ 2,003 | |||
Subsequent Event | Term Loan Facility | Secured Debt | ||||
Subsequent Event [Line Items] | ||||
Debt instrument, face amount | $ 262,000 | |||
Debt instrument, term | 3 years | |||
Subsequent Event | 2019 Credit Agreement | Secured Debt | ||||
Subsequent Event [Line Items] | ||||
Debt instrument, required prepayment | $ 80,000 |
Uncategorized Items - bvs-20210
Label | Element | Value |
Other Comprehensive Income (Loss), Cumulative Foreign Currency Transaction And Translation Adjustment, Net Of Tax | bvs_OtherComprehensiveIncomeLossCumulativeForeignCurrencyTransactionAndTranslationAdjustmentNetOfTax | $ 648,000 |
Other Comprehensive Income (Loss), Cumulative Foreign Currency Transaction And Translation Adjustment, Net Of Tax | bvs_OtherComprehensiveIncomeLossCumulativeForeignCurrencyTransactionAndTranslationAdjustmentNetOfTax | (1,507,000) |
Noncontrolling Interest, Increase From Deconsolidation Of Variable Interest Entity | bvs_NoncontrollingInterestIncreaseFromDeconsolidationOfVariableInterestEntity | 3,746,000 |
APIC, Share-based Payment Arrangement, Increase for Cost Recognition | us-gaap_AdjustmentsToAdditionalPaidInCapitalSharebasedCompensationRequisiteServicePeriodRecognitionValue | 7,836,000 |
Member Units [Member] | ||
Other Comprehensive Income (Loss), Cumulative Foreign Currency Transaction And Translation Adjustment, Net Of Tax | bvs_OtherComprehensiveIncomeLossCumulativeForeignCurrencyTransactionAndTranslationAdjustmentNetOfTax | (1,507,000) |
Net Income (Loss), Including Portion Attributable to Noncontrolling Interest | us-gaap_ProfitLoss | 25,977,000 |
Noncontrolling Interest [Member] | ||
Other Comprehensive Income (Loss), Cumulative Foreign Currency Transaction And Translation Adjustment, Net Of Tax | bvs_OtherComprehensiveIncomeLossCumulativeForeignCurrencyTransactionAndTranslationAdjustmentNetOfTax | 180,000 |
Noncontrolling Interest, Increase From Deconsolidation Of Variable Interest Entity | bvs_NoncontrollingInterestIncreaseFromDeconsolidationOfVariableInterestEntity | 3,746,000 |
Net Income (Loss), Including Portion Attributable to Noncontrolling Interest | us-gaap_ProfitLoss | (7,062,000) |
APIC, Share-based Payment Arrangement, Increase for Cost Recognition | us-gaap_AdjustmentsToAdditionalPaidInCapitalSharebasedCompensationRequisiteServicePeriodRecognitionValue | 2,015,000 |
Retained Earnings [Member] | ||
Net Income (Loss), Including Portion Attributable to Noncontrolling Interest | us-gaap_ProfitLoss | (5,167,000) |
Additional Paid-in Capital [Member] | ||
APIC, Share-based Payment Arrangement, Increase for Cost Recognition | us-gaap_AdjustmentsToAdditionalPaidInCapitalSharebasedCompensationRequisiteServicePeriodRecognitionValue | 5,821,000 |
AOCI Including Portion Attributable to Noncontrolling Interest [Member] | ||
Other Comprehensive Income (Loss), Cumulative Foreign Currency Transaction And Translation Adjustment, Net Of Tax | bvs_OtherComprehensiveIncomeLossCumulativeForeignCurrencyTransactionAndTranslationAdjustmentNetOfTax | $ 468,000 |