Cover Page
Cover Page - shares | 9 Months Ended | |
Sep. 30, 2023 | Oct. 27, 2023 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Sep. 30, 2023 | |
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, $0.001 par value per share | |
Trading Symbol | BVS | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | true | |
Entity Shell Company | false | |
Amendment Flag | false | |
Entity Central Index Key | 0001665988 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2023 | |
Document Fiscal Period Focus | Q3 | |
Common Class A | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding (in shares) | 62,965,830 | |
Common Class B | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding (in shares) | 15,786,737 |
Consolidated Condensed Statemen
Consolidated Condensed Statements of Operations and Comprehensive Loss - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Oct. 01, 2022 | Sep. 30, 2023 | Oct. 01, 2022 | |
Income Statement [Abstract] | ||||
Net sales | $ 120,794 | $ 128,662 | $ 376,922 | $ 386,283 |
Cost of sales (including depreciation and amortization of $11,506, $11,331, $38,146 and $30,233 respectively) | 41,944 | 44,127 | 135,030 | 129,392 |
Gross profit | 78,850 | 84,535 | 241,892 | 256,891 |
Selling, general and administrative expense | 69,820 | 78,955 | 225,522 | 254,699 |
Research and development expense | 3,015 | 4,614 | 10,184 | 17,908 |
Restructuring costs | (26) | 575 | 911 | 2,159 |
Change in fair value of contingent consideration | (98) | 278 | 429 | 820 |
Depreciation and amortization | 2,317 | 2,255 | 6,740 | 8,205 |
Impairments of assets | 0 | 124,697 | 78,615 | 124,697 |
Loss on disposals | 1,404 | 0 | 2,381 | 0 |
Operating income (loss) | 2,418 | (126,839) | (82,890) | (151,597) |
Interest expense, net | 10,115 | 3,604 | 30,396 | 4,632 |
Other expense (income) | 494 | 115 | (581) | 356 |
Other expense | 10,609 | 3,719 | 29,815 | 4,988 |
Loss before income taxes | (8,191) | (130,558) | (112,705) | (156,585) |
Income tax expense (benefit), net | 600 | (29,523) | 835 | (33,411) |
Net loss from continuing operations | (8,791) | (101,035) | (113,540) | (123,174) |
Loss from discontinued operations, net of tax | 0 | (44,663) | (74,429) | (45,344) |
Net loss | (8,791) | (145,698) | (187,969) | (168,518) |
Loss attributable to noncontrolling interest - continuing operations | 1,488 | 28,202 | 22,898 | 32,493 |
Loss attributable to noncontrolling interest - discontinued operations | 0 | 9,251 | 14,937 | 9,251 |
Net loss attributable to Bioventus Inc. | (7,303) | (108,245) | (150,134) | (126,774) |
Change in foreign currency translation adjustments | (324) | (723) | 636 | (1,912) |
Comprehensive loss | (9,115) | (101,758) | (112,904) | (125,086) |
Comprehensive loss attributable to noncontrolling interest - continuing operations | 1,554 | 28,349 | 22,769 | 32,886 |
Comprehensive loss attributable to noncontrolling interest - discontinued operations | 0 | 9,251 | 14,937 | 9,251 |
Comprehensive loss attributable to Bioventus Inc. | $ (7,561) | $ (64,158) | $ (75,198) | $ (82,949) |
Loss per share of Class A common stock | ||||
Loss per share of Class A common stock from continuing operations, basic (in dollars per share) | $ (0.12) | $ (1.18) | $ (1.45) | $ (1.48) |
Loss per share of Class A common stock from continuing operations, diluted (in dollars per share) | (0.12) | (1.18) | (1.45) | (1.48) |
Loss per share of Class A common stock from discontinuing operations, basic (in dollars per share) | 0 | (0.58) | (0.95) | (0.59) |
Loss per share of Class A common stock from discontinuing operations, diluted (in dollars per share) | 0 | (0.58) | (0.95) | (0.59) |
Loss per share of class A common stock, basic (in dollars per share) | (0.12) | (1.76) | (2.40) | (2.07) |
Loss per share of class A common stock, diluted (in dollars per share) | $ (0.12) | $ (1.76) | $ (2.40) | $ (2.07) |
Weighted-average shares of Class A common stock outstanding | ||||
Basic (in shares) | 62,824,318 | 61,674,254 | 62,494,686 | 61,208,941 |
Diluted (in shares) | 62,824,318 | 61,674,254 | 62,494,686 | 61,208,941 |
Consolidated Condensed Statem_2
Consolidated Condensed Statements of Operations and Comprehensive Loss (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Oct. 01, 2022 | Sep. 30, 2023 | Oct. 01, 2022 | |
Income Statement [Abstract] | ||||
Depreciation and amortization | $ 11,506 | $ 11,331 | $ 38,146 | $ 30,233 |
Consolidated Condensed Balance
Consolidated Condensed Balance Sheets - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Current assets: | ||
Cash and cash equivalents | $ 26,827 | $ 30,186 |
Accounts receivable, net | 112,899 | 136,295 |
Inventory | 97,563 | 84,766 |
Prepaid and other current assets | 12,163 | 18,551 |
Current assets attributable to discontinued operations | 0 | 2,777 |
Total current assets | 249,452 | 272,575 |
Property and equipment, net | 39,704 | 27,456 |
Goodwill | 7,462 | 7,462 |
Intangible assets, net | 493,324 | 639,851 |
Operating lease assets | 14,298 | 16,690 |
Investment and other assets | 6,864 | 2,621 |
Long-term assets attributable to discontinued operations | 0 | 405,994 |
Total assets | 811,104 | 1,372,649 |
Current liabilities: | ||
Accounts payable | 17,637 | 36,697 |
Accrued liabilities | 118,896 | 111,570 |
Current portion of long-term debt | 19,584 | 33,056 |
Other current liabilities | 4,726 | 3,607 |
Current liabilities attributable to discontinued operations | 0 | 119,087 |
Total current liabilities | 160,843 | 304,017 |
Long-term debt, less current portion | 375,033 | 385,010 |
Deferred income taxes | 0 | 2,248 |
Contingent consideration | 17,860 | 17,431 |
Other long-term liabilities | 30,912 | 22,810 |
Long-term liabilities attributable to discontinued operations | 0 | 228,911 |
Total liabilities | 584,648 | 960,427 |
Commitments and contingencies (Note 11) | ||
Stockholders’ Equity | ||
Additional paid-in capital | 492,493 | 490,576 |
Accumulated deficit | (315,440) | (165,306) |
Accumulated other comprehensive income (loss) | 397 | (110) |
Total stockholders’ equity attributable to Bioventus Inc. | 177,529 | 325,238 |
Noncontrolling interest | 48,927 | 86,984 |
Total stockholders’ equity | 226,456 | 412,222 |
Total liabilities and stockholders’ equity | 811,104 | 1,372,649 |
Common Class A | ||
Stockholders’ Equity | ||
Common stock, value | 63 | 62 |
Common Class B | ||
Stockholders’ Equity | ||
Common stock, value | $ 16 | $ 16 |
Consolidated Condensed Balanc_2
Consolidated Condensed Balance Sheets (Parenthetical) - $ / shares | Sep. 30, 2023 | Dec. 31, 2022 |
Preferred stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized (in shares) | 10,000,000 | 10,000,000 |
Preferred stock, shares issued (in shares) | 0 | 0 |
Common Class A | ||
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Common stock, shares authorized (in shares) | 250,000,000 | 250,000,000 |
Common stock, shares outstanding (in shares) | 62,964,482 | 62,063,014 |
Common stock, shares issued (in shares) | 62,964,482 | 62,063,014 |
Common Class B | ||
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Common stock, shares authorized (in shares) | 50,000,000 | 50,000,000 |
Common stock, shares outstanding (in shares) | 15,786,737 | 15,786,737 |
Common stock, shares issued (in shares) | 15,786,737 | 15,786,737 |
Consolidated Condensed Statem_3
Consolidated Condensed Statements of Changes in Stockholders’ Equity - USD ($) $ in Thousands | Total | Common Class A | Common Class B | Common Stock Common Class A | Common Stock Common Class B | Additional Paid-in Capital | Accumulated other comprehensive (loss) income | Accumulated Deficit | Non- controlling interest |
Beginning balance (in shares) at Dec. 31, 2021 | 59,548,504 | 15,786,737 | |||||||
Beginning balance at Dec. 31, 2021 | $ 607,656 | $ 59 | $ 16 | $ 473,318 | $ 179 | $ (6,602) | $ 140,686 | ||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Issuance of Class A common stock for equity plans (in shares) | 2,229,371 | ||||||||
Issuance of Class A common stock for equity plans | 4,739 | $ 5 | 4,734 | ||||||
Net loss | (168,518) | (126,774) | (41,744) | ||||||
Change in noncontrolling interest allocation | 0 | 2,538 | (2,538) | ||||||
Deferred taxes on equity rebalancing | (1,977) | (1,977) | |||||||
Equity based compensation | 14,153 | 11,379 | 2,774 | ||||||
Tax withholdings on equity compensation awards | (3,352) | (3,352) | |||||||
Deconsolidation of noncontrolling interest | 247 | 247 | |||||||
Translation adjustment | (1,912) | (1,519) | (393) | ||||||
Ending balance (in shares) at Oct. 01, 2022 | 61,777,875 | 15,786,737 | |||||||
Ending balance at Oct. 01, 2022 | 451,036 | $ 64 | $ 16 | 486,640 | (1,340) | (133,376) | 99,032 | ||
Beginning balance (in shares) at Jul. 02, 2022 | 61,656,499 | 15,786,737 | |||||||
Beginning balance at Jul. 02, 2022 | 592,080 | $ 64 | $ 16 | 482,452 | (764) | (25,131) | 135,443 | ||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Issuance of Class A common stock for equity plans (in shares) | 121,376 | ||||||||
Issuance of Class A common stock for equity plans | 482 | 482 | |||||||
Net loss | (145,698) | (108,245) | (37,453) | ||||||
Change in noncontrolling interest allocation | 0 | (49) | 49 | ||||||
Equity based compensation | 4,648 | 3,755 | 893 | ||||||
Deconsolidation of noncontrolling interest | 247 | 247 | |||||||
Translation adjustment | (723) | (576) | (147) | ||||||
Ending balance (in shares) at Oct. 01, 2022 | 61,777,875 | 15,786,737 | |||||||
Ending balance at Oct. 01, 2022 | 451,036 | $ 64 | $ 16 | 486,640 | (1,340) | (133,376) | 99,032 | ||
Beginning balance (in shares) at Dec. 31, 2022 | 62,063,014 | 15,786,737 | 62,063,014 | 15,786,737 | |||||
Beginning balance at Dec. 31, 2022 | 412,222 | $ 62 | $ 16 | 490,576 | (110) | (165,306) | 86,984 | ||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Issuance of Class A common stock for equity plans (in shares) | 901,468 | ||||||||
Issuance of Class A common stock for equity plans | 620 | $ 1 | 619 | ||||||
Net loss | (187,969) | (150,134) | (37,835) | ||||||
Change in noncontrolling interest allocation | 0 | 377 | (377) | ||||||
Equity based compensation | 947 | 921 | 26 | ||||||
Translation adjustment | 636 | 507 | 129 | ||||||
Ending balance (in shares) at Sep. 30, 2023 | 62,964,482 | 15,786,737 | 62,964,482 | 15,786,737 | |||||
Ending balance at Sep. 30, 2023 | 226,456 | $ 63 | $ 16 | 492,493 | 397 | (315,440) | 48,927 | ||
Beginning balance (in shares) at Jul. 01, 2023 | 62,804,506 | 15,786,737 | |||||||
Beginning balance at Jul. 01, 2023 | 233,341 | $ 63 | $ 16 | 490,598 | 655 | (308,137) | 50,146 | ||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Issuance of Class A common stock for equity plans (in shares) | 159,976 | ||||||||
Issuance of Class A common stock for equity plans | 397 | 397 | |||||||
Net loss | (8,791) | (7,303) | (1,488) | ||||||
Change in noncontrolling interest allocation | 0 | (8) | 8 | ||||||
Equity based compensation | 1,833 | 1,506 | 327 | ||||||
Translation adjustment | (324) | (258) | (66) | ||||||
Ending balance (in shares) at Sep. 30, 2023 | 62,964,482 | 15,786,737 | 62,964,482 | 15,786,737 | |||||
Ending balance at Sep. 30, 2023 | $ 226,456 | $ 63 | $ 16 | $ 492,493 | $ 397 | $ (315,440) | $ 48,927 |
Consolidated Condensed Statem_4
Consolidated Condensed Statements of Cash Flows - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2023 | Oct. 01, 2022 | |
Operating activities: | ||
Net loss | $ (187,969) | $ (168,518) |
Less: Loss from discontinued operations, net of tax | (74,429) | (45,344) |
Loss from continuing operations | (113,540) | (123,174) |
Adjustments to reconcile net loss to net cash from operating activities: | ||
Depreciation and amortization | 44,900 | 38,456 |
(Benefit) provision for expected credit losses | (695) | 3,874 |
Equity based compensation | 947 | 14,153 |
Change in fair value of contingent consideration | 429 | 820 |
Change in fair value of interest rate swap | 0 | (6,418) |
Deferred income taxes | (3,540) | (34,889) |
Impairment of assets | 78,615 | 124,697 |
Loss on disposals | 2,381 | 0 |
Unrealized loss on foreign currency fluctuations | 1,397 | 1,926 |
Other, net | 1,401 | 166 |
Changes in operating assets and liabilities: | ||
Accounts receivable | 19,247 | (12,840) |
Inventories | (14,123) | (8,621) |
Accounts payable and accrued expenses | (11,067) | (17,410) |
Other current and noncurrent assets and liabilities | 787 | 1,338 |
Net cash from operating activities - continuing operations | 7,139 | (17,922) |
Net cash from operating activities - discontinued operations | (2,169) | (859) |
Net cash from operating activities | 4,970 | (18,781) |
Investing activities: | ||
Proceeds from sale of a business | 34,897 | 0 |
Purchase of property and equipment | (6,993) | (6,639) |
Investments and acquisition of distribution rights | 0 | (1,478) |
Other | 0 | (75) |
Net cash from investing activities - continuing operations | 27,904 | (8,192) |
Net cash from investing activities - discontinued operations | (11,506) | (104,841) |
Net cash from investing activities | 16,398 | (113,033) |
Financing activities: | ||
Proceeds from issuance of Class A common stock | 620 | 4,739 |
Tax withholdings on equity-based compensation | 0 | (3,352) |
Proceeds from the issuance of long-term debt, net of issuance costs | 0 | 79,659 |
Borrowing on revolver | 64,000 | 25,000 |
Payment on revolver | (49,000) | (25,000) |
Debt refinancing costs | (3,661) | 0 |
Payments on long-term debt | (38,264) | (13,528) |
Other, net | (334) | (4) |
Net cash from financing activities | (26,639) | 67,514 |
Effect of exchange rate changes on cash | 261 | (531) |
Net change in cash, cash equivalents and restricted cash | (5,010) | (64,831) |
Cash, cash equivalents and restricted cash at the beginning of the period | 31,837 | 99,213 |
Cash, cash equivalents and restricted cash at the end of the period | 26,827 | 34,382 |
Supplemental disclosure of noncash investing and financing activities | ||
Accrued liabilities for intellectual property | 709 | 0 |
Accounts payable for purchase of property, plant and equipment | $ 1,304 | $ 1,270 |
Organization
Organization | 9 Months Ended |
Sep. 30, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization | Organization The Company Bioventus Inc. (together with its subsidiaries, the “Company”) was formed as a Delaware corporation for the purpose of facilitating an initial public offering and other related transactions in order to carry on the business of Bioventus LLC and its subsidiaries (“BV LLC”). Bioventus Inc. functions as a holding company with no direct operations, material assets or liabilities other than the equity interest in BV LLC. 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. On February 16, 2021, the Company completed its initial public offering (“IPO”), which was conducted through what is commonly referred to as an umbrella partnership C Corporation (“UP-C”) structure. The Company has majority interest, sole voting interest and controls the management of BV LLC. As a result, the Company consolidates the financial results of BV LLC and reports a noncontrolling interest representing the interest of BV LLC held by its continuing LLC owner. 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. The Company is headquartered in Durham, North Carolina and has approximately 970 employees. 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 2023 end on April 1, July 1 and September 30. Comparable periods for 2022 ended on April 2, July 2 and October 1. 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, and the adjustments discussed in Note 1. Organization ) 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 Annual Report on Form 10-K for the year ended December 31, 2022. The consolidated balance sheet at December 31, 2022 has been derived from the audited consolidated financial statements of the Company, but does not include all the disclosures required by U.S. GAAP. Correction of immaterial misstatements During the quarter ended April 1, 2023 and as part of the balance sheet review process, the Company identified misstatements in its calculation of the carrying amount of noncontrolling interest as it applies to the Company’s complex UP-C tax and ownership structure as prescribed in the amended and restated limited liability company agreement of BV LLC. Specifically, the Company failed to adjust the carrying amount of its noncontrolling interest to reflect changes in ownership interests relating to BV LLC. As a result, the previously issued consolidated financial statements reflect an understatement of noncontrolling interest and an overstatement of additional paid-in capital. As a result of further research conducted, the Company discovered an additional error related to historical deferred income tax balances. The Company concluded that it had inappropriately calculated deferred income taxes by using an incorrect book basis in its investment of BV LLC during the Company’s IPO, which resulted in an overstatement of deferred tax liabilities, an understatement of noncontrolling interest and an understatement of additional paid-in capital. The statements affected by these errors include the consolidated balance sheets and consolidated statements of stockholders’ and members’ equity issued in the Company’s Annual Report on Form 10-K for the years ended December 31, 2022 and December 31, 2021. There was no impact to any other financial statements for the periods presented. The Company concluded that these misstatements were not material, individually or in the aggregate, as evaluated under the Securities and Exchange Commission Staff Bulletin No. 99, Materiality; No. 108, Considering the Effects of Prior Year Misstatements in Current Year Financial Statements ; and Financial Accounting Standards Board ASC 250-10, Accounting Changes and Error Corrections . However, because of the significance of these items, and to facilitate comparison among periods, the Company has decided to revise its previously issued consolidated financial statements on a prospective basis. The Company will correct its prior period presentation for this error in its future 2023 quarterly financial statements included in its Forms 10-Q and 2023 Annual Report on Form 10-K for the period ended December 31, 2023. The adjustments did not have an impact on revenues, total assets or cash flows. The following are selected line items from our aforementioned impacted financial statements illustrating the effect of the error corrections thereon: Consolidated Balance Sheets — December 31, 2022 As Previously Reported Adjustments As Adjusted Deferred income taxes (b)(d)(e) $ 74,138 $ (71,890) $ 2,248 Total liabilities 1,032,317 (71,890) 960,427 Additional paid-in capital (a)(b)(c)(d) 481,919 8,657 490,576 Noncontrolling interest (a)(c) 23,751 63,233 86,984 Total stockholders’ equity 340,332 71,890 412,222 Consolidated Balance Sheets — December 31, 2021 As Previously Reported Adjustments As Adjusted Deferred income taxes (b) $ 133,518 $ (73,867) $ 59,651 Total liabilities 692,073 (73,867) 618,206 Additional paid-in capital (a)(b) 465,272 8,046 473,318 Noncontrolling interest (a) 74,865 65,821 140,686 Total stockholders’ equity 533,789 73,867 607,656 The Company’s consolidated statements of changes in stockholders’ and members equity as of December 31, 2022 and December 31, 2021 have been corrected to reflect the above adjustments. The Company revised the amounts originally reported for the years ended December 31, 2022 and December 31, 2021 for the following items: (a) Recorded a $65,821 decrease to additional paid-in capital and a corresponding increase to noncontrolling interest. This action effectively rebalanced equity appropriately between the Company and its noncontrolling interests according to their respective BV LLC ownership interests. (b) Recorded a $73,867 decrease to deferred income tax balances and an increase to additional paid in capital to reflect the correction of an error that occurred during the calculation of deferred taxes at the Company’s IPO. (c) Reflects the entry as discussed in (a) above and additional rebalancing activity of $2,588 relating to the issuance of Class A common stock for equity plans during the year ended December 31, 2022. (d) Reflects the entry as discussed in (b) and an additional $1,977 increase to deferred income tax balances and a reduction to additional paid in capital to reflect the deferred tax impact during the year ended December 31, 2022. (e) The previously reported amount reflects a reclassification of $79,863 of deferred tax liabilities associated with the deconsolidation of CartiHeal (2009) Ltd. into long-term liabilities attributable to discontinued operations as illustrated in the December 31, 2022 consolidated condensed balance sheets. Refer to Note 3. Acquisitions and divestitures and Note 14. Discontinued operations for further details. Going concern The accompanying unaudited consolidated financial statements have been prepared under the going concern basis of accounting, which presumes that the Company’s liquidation is not imminent; however, based on the Company’s current financial position and liquidity sources, including current cash balances, and forecasted future cash flows, the Company is at risk of violating certain of its financial covenants under the Credit and Guaranty Agreement, dated December 6, 2019 (as amended on October 29, 2021, July 11, 2022 and March 31, 2023). If mitigating steps are not taken or are not successful, the Company is at substantial risk of failing its covenants in 2024. A breach of a financial covenant under the Credit and Guaranty Agreement could accelerate repayment of our obligations under the agreement. Refer to Note 4. Financial instruments for further discussion concerning the Company’s long-term debt obligations. The Company is actively pursuing plans to mitigate these conditions and events, such as considering various additional cost cutting measures, exploring additional divestiture opportunities such as the divestiture of certain assets within the Company’s Wound Business (as defined in Note 3. Acquisitions and divestitures) , and exploring opportunities to amend as needed or refinance our existing debt obligations; however, there can be no assurances that it is probable these plans will be successfully implemented or that they will successfully mitigate these conditions and events. Therefore, these plans do not alleviate the substantial doubt about the Company’s ability to continue as a going concern. As part of efforts to improve its financial condition, on February 27, 2023, the Company reached an agreement to return the assets and liabilities of CartiHeal (2009) Ltd. (“CartiHeal”), a wholly-owned subsidiary of the Company, to its former securityholders. The deconsolidation of CartiHeal relieved deferred consideration liabilities and milestone obligations related to the acquisition of CartiHeal. Refer to Note 3. Acquisitions and divestitures for further information regarding the acquisition and subsequent deconsolidation of CartiHeal. In addition, the Company announced a restructuring plan in December 2022 to align the Company’s organizational and management cost structure to improve profitability and cash flow. Refer to Note 9. Restructuring costs for further information. Recent accounting pronouncements The Company is an accelerated public company filer. Therefore, required effective dates for adopting new or revised accounting standards are generally earlier than when emerging growth companies are required to adopt. |
Balance sheet information
Balance sheet information | 9 Months Ended |
Sep. 30, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Balance sheet information | Balance sheet information 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: September 30, 2023 December 31, 2022 Accounts receivable (a) $ 117,935 $ 143,317 Less: Allowance for credit losses (5,036) (7,022) $ 112,899 $ 136,295 (a) Other receivables of $350 attributable to CartiHeal was reclassified to current assets attributable to discontinued operations within the December 31, 2022 consolidated balance sheets. Refer to Note 3. Acquisitions and divestitures and Note 14. Discontinued operations for further details regarding the deconsolidation of CartiHeal. Due to the short-term nature of the Company’s 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. The Company has a diverse customer base with no single customer representing ten percent or more of sales. The Company has one customer representing approximately 15.4% of the accounts receivable balance as of September 30, 2023. Historically, the Company’s reserves have been adequate to cover credit losses. Changes in credit losses were as follows: Three Months Ended Nine Months Ended September 30, 2023 October 1, 2022 September 30, 2023 October 1, 2022 Beginning balance $ (7,141) $ (5,292) $ (7,022) $ (3,402) Benefit (provision) for expected credit losses 1,335 (1,369) 695 (3,874) Write-offs 1,298 1,082 2,352 1,907 Recoveries (528) (265) (1,491) (475) Disposition — — 430 — Ending balance $ (5,036) $ (5,844) $ (5,036) $ (5,844) Inventory Inventory consisted of the following as of: September 30, 2023 December 31, 2022 Raw materials and supplies (a) $ 26,432 $ 19,133 Finished goods 75,003 67,484 Gross 101,435 86,617 Excess and obsolete reserves (3,872) (1,851) $ 97,563 $ 84,766 (a) Raw material inventory of $642 attributable to CartiHeal has been reclassified to current assets attributable to discontinued operations within the December 31, 2022 consolidated balance sheets. Refer to Note 3. Acquisitions and divestitures and Note 14. Discontinued operations for further details regarding the deconsolidation of CartiHeal. Prepaid and other current assets Prepaid and other current assets consisted of the following as of: September 30, 2023 December 31, 2022 Prepaid taxes $ 2,130 $ 4,442 Prepaid and other current assets (a) 10,033 14,109 $ 12,163 $ 18,551 (a) Prepaid and other current assets of $134 attributable to CartiHeal was reclassified to current assets attributable to discontinued operations within the December 31, 2022 balance sheet. Refer to Note 3. Acquisitions and divestitures and Note 14. Discontinued operations for further details regarding the deconsolidation of CartiHeal. Property, plant & equipment, net The Company incurred a $1,064 disposal loss on fixed assets during the three and nine months ended September 30, 2023 as a result of the integration of acquisitions. The loss is recorded in loss on disposals within the consolidated condensed statements of operations and comprehensive loss. Intangible assets, net Intangible assets consisted of the following as of: September 30, 2023 December 31, 2022 Intellectual property (a)(b) $ 677,258 $ 790,049 Distribution rights 61,325 61,325 Customer relationships (b) 57,950 67,450 IPR&D 5,500 5,500 Developed technology and other 13,998 13,998 Total carrying amount 816,031 938,322 Less accumulated amortization: Intellectual property (a)(b) (208,084) (187,767) Distribution rights (48,054) (44,319) Customer relationships (b) (57,950) (58,842) Developed technology and other (7,210) (6,276) Total accumulated amortization (321,298) (297,204) Intangible assets, net before currency translation 494,733 641,118 Currency translation (1,409) (1,267) $ 493,324 $ 639,851 (a) Intellectual property and accumulated depreciation attributable to CartiHeal totaling $410,200 and $11,327, respectively, were reclassified to long-term assets attributable to discontinued operations within the December 31, 2022 consolidated balance sheets. Refer to Note 3. Acquisitions and divestitures and Note 14. Discontinued operations for further details regarding the deconsolidation of CartiHeal. (b) The Company recorded an impairment loss of $78,615 for the nine months ended September 30, 2023 in the U.S. reporting segment of net intellectual property attributable to the TheraSkin and TheraGenesis products, which were sold in May 2023. The loss was recorded in impairment of assets within the consolidated condensed statements of operations and comprehensive loss. Refer to Refer to Note 3. Acquisitions and divestitures for further details regarding businesses held for sale. Estimated amortization expense for intangibles subsequent to reclassifications, impairment and additions for the remainder of 2023 and for the years ended December 31, 2024 through 2027 is expected to be $6,907, $26,590, $23,939, $20,461 and $20,109, respectively. Goodwill Goodwill is evaluated for impairment annually or more frequently if events or changes in circumstances indicate that goodwill might be impaired. The Company assesses goodwill impairment by applying a quantitative impairment analysis comparing the carrying value of the Company’s reporting units to their respective fair values. A goodwill impairment exists if the carrying value of the reporting unit exceeds its fair value. The Company has two reporting units and assesses impairment based upon qualitative factors and if necessary, quantitative factors. A reporting unit's fair value is determined using the income approach and discounted cash flow models by utilizing Level 3 inputs and assumptions such as future cash flows, discount rates, long-term growth rates, market value and income tax considerations. Specifically, the value of each reporting unit is determined on a stand-alone basis from the perspective of a market participant and represents the price estimated to be received in a sale of the reporting unit in an orderly transaction between market participants at the measurement date. The Company then reconciles the values of all reporting units to the market capitalization of the Company. The Company’s goodwill resides within the International segment, of which $6,297 related to CartiHeal and was reclassified to long-term assets attributable to discontinued operations within the December 31, 2022 consolidated balance sheets. The amount was recorded in discontinued operations, net of tax on the consolidated condensed statements of operations for the nine months ended September 30, 2023 as a result of CartiHeal’s deconsolidation. Refer to Note 3. Acquisitions and divestitures and Note 14. Discontinued operations for further details concerning the deconsolidation of CartiHeal. On November 8, 2022, due to a significant decline in the Company’s Class A common stock price, circumstances became evident that a possible goodwill impairment existed as of the third quarter 2022 balance sheet date. The Company concluded that the carrying value of the U.S. reporting unit exceeded its fair value and recorded a non-cash goodwill impairment charge of $189,197 during three and nine months ended October 1, 2022, of which $124,697 was recorded in the impairment of assets and $64,500 in loss on discontinued operations, net of tax, respectively, within the consolidated condensed statements of operations and comprehensive loss. There were no impairment losses or indicators of impairment during the nine months ended September 30, 2023. There were also no accumulated impairment losses prior to the year ended December 31, 2022. Accrued liabilities Accrued liabilities consisted of the following as of: September 30, 2023 December 31, 2022 Gross-to-net deductions $ 69,631 $ 71,227 Bonus and commission 13,558 9,179 Compensation and benefits 7,499 11,428 Accrued interest 6,742 217 Income and other taxes 4,689 2,572 Other liabilities (a) 16,777 16,947 $ 118,896 $ 111,570 (a) Other liabilities attributable to CartiHeal of $384 were reclassified into current liabilities attributable to discontinued operations within December 31, 2022 consolidated balance sheets. Refer to Note 3. Acquisitions and divestitures and Note 14. Discontinued operations for further details. |
Acquisitions and divestitures
Acquisitions and divestitures | 9 Months Ended |
Sep. 30, 2023 | |
Business Combination and Asset Acquisition [Abstract] | |
Acquisitions and divestitures | Acquisitions and divestitures Wound Business On May 22, 2023, the Company closed the sale of certain assets within its Wound Business, including the TheraSkin and TheraGenesis products (collectively, the “Wound Business” or the “Disposal Group”), for potential consideration of $84,897, including $34,897 at closing, $5,000 deferred for 18 months and up to $45,000 in potential earn-out payments (“Earn-out Payments”). The Company incurred $3,880 in transactional fees resulting from the sale of the Wound Business. The loss resulting from the deconsolidation of the Disposal Group was $340 and $1,317 for the three and nine months ended September 30, 2023, respectively, recorded in loss on disposals within the consolidated statements of operations and comprehensive loss for the three and nine months ended September 30, 2023. The Company used the proceeds from the sale of its Wound Business to prepay $30,000 of long-term debt obligations. Refer to Note 4. Financial Instruments for further details regarding the Company’s outstanding long-term debt obligations. The Earn-out Payments are based on the achievement of certain revenue thresholds by the purchaser of the Wound Business for sales of the TheraSkin and TheraGenesis products during the 2024, 2025 and 2026 fiscal years. The net revenue thresholds are as follows: • 2024 Earn-out Payment—$5,000 due if net revenue for the period January 1, 2024 through December 31, 2024 is equal to or greater than $54,300 or zero if net revenue is less than $54,300. • 2025 Earn-out Payment—$20,000 due if net revenue for the period January 1, 2025 through December 31, 2025 is equal to or greater than $69,700 or $10,000 due if net revenue is greater than or equal to $55,760 but less than $69,700 or zero if net revenue is less than $55,760. • 2026 Earn-out Payment—$20,000 due if net revenue for the period January 1, 2026 through December 31, 2026 is equal to or greater than $83,700 or $10,000 due if net revenue is greater than or equal to $66,960 but less than $83,700 or zero if net revenue is less than $66,960. The Company evaluated the Wound Business for impairment prior to its sale and recorded a $78,615 ($63,337 after tax) impairment within the consolidated statements of operations and comprehensive loss during the nine months ended September 30, 2023 as a result of this evaluation to reduce the intangible assets of the Disposal Group to reflect their respective fair values less any costs to sell. The fair value of the Disposal Group’s intangibles was determined based on the consideration received for the Wound Business. CartiHeal (2009) Ltd On July 12, 2022, the Company completed the acquisition of 100% of the remaining shares in CartiHeal, a privately held company headquartered in Israel and the developer of the proprietary Agili-C implant for the treatment of joint surface lesions in traumatic and osteoarthritic joints. The Company previously held an equity interest in CartiHeal’s fully diluted shares with a carrying value of $15,768 and $16,771 as of July 12, 2022 and December 31, 2021, respectively. Net equity losses associated with CartiHeal for the three and nine months ended October 1, 2022 totaled $322 and $1,003, respectively, which were included in discontinued operations, net on the consolidated condensed statements of operations and comprehensive loss. The Company acquired CartiHeal (the “CartiHeal Acquisition”) for an aggregate purchase price of approximately $315,000 and an additional $135,000, payable after closing upon the achievement of a certain sales milestone (“Sales Milestone”, or “CartiHeal Contingent Consideration”). The Company paid $100,000 of the aggregate purchase price upon closing consisting of a $50,000 deposit held in trust and $50,000 from a financing arrangement (Refer to Note 4. Financial instruments for further information regarding financing arrangements). The Company also paid approximately $8,622 of CartiHeal’s transaction-related fees and expenses and deferred $215,000 (“Deferred Amount”) of the aggregate purchase price otherwise due at closing. The Deferred Amount was to be paid in five tranches commencing in 2023 and ending no later than 2027 as follows: • $50,000 due upon the earliest to occur — the publication in a peer-reviewed orthopedic journal of an article that presents the results of the pivotal clinical trial (“First Paper Milestone”) or July 1, 2023; • $50,000 due upon the earliest to occur — the implantation of Agili-C devices in 100 patients in the United States or September 1, 2023; • $25,000 due upon the earliest to occur — the publication in a peer-reviewed orthopedic journal of an article that presents any new or additional clinical data subsequent to the First Paper Milestone with respect to Agili-C (“Second Paper Milestone”) or January 1, 2025; • $25,000 due upon the earliest to occur — the publication in a peer-reviewed orthopedic journal of an article that presents any new or additional clinical data subsequent to the First and Second Paper Milestone with respect to Agili-C or January 1, 2026; and • $65,000 due upon the earliest to occur — obtaining a U.S. Category 1 Current Procedural Terminology (“CPT”) code from Centers for Medicare and Medicaid Services (“CMS”) for Agili-C or January 1, 2027. Pursuant to the CartiHeal Amendment (as defined below), the Company owed interest on each tranche of the Deferred Amount at a rate of 8.0% annually, until such tranche is paid. The Sales Milestone was payable upon the achievement of $75,000 in trailing twelve month sales pursuant to the CartiHeal Amendment. The Company had entered into an Option and Equity Purchase Agreement with CartiHeal (“Option Agreement”) in January 2020 and a subsequent amendment in June 2022 (“CartiHeal Amendment”). The Option Agreement provided the Company with an exclusive option to acquire 100% of CartiHeal’s shares (“Call Option”), and provided CartiHeal with a put option that would require the Company to purchase 100% of CartiHeal’s shares under certain conditions. In August 2021, CartiHeal achieved pivotal clinical trial success, as defined in the Option Agreement, for the Agili-C implant. In order to preserve the Company’s Call Option, in accordance with the Option Agreement and upon approval of the Company’s Board of Directors (“BOD”), the Company deposited $50,000 into escrow in August 2021. The First Paper Milestone under the Option Agreement occurred on February 13, 2023, which obligated the Company to make the first $50,000 payment, plus applicable interest, under the Option Agreement. On February 27, 2023, the Company entered into a settlement agreement (the “Settlement Agreement”) with Elron Ventures Ltd. (“Elron” and together with the Company, the “Parties”) as representative of CartiHeal’s selling securityholders under the Option Agreement (collectively, the “Former Securityholders”). Pursuant to the Settlement Agreement, Elron, on behalf of the Former Securityholders, agreed to forbear from initiating any legal action or proceedings relating to non-payment of any obligations arising under the Option Agreement during a period of 30 calendar days (the “Interim Period”) in exchange for (i) a one-time non-refundable amount of $10,000 and (ii) a one-time non-refundable payment of $150 to Elron to be used in accordance with the expense fund provisions of the Option Agreement. The Interim Period expired on March 29, 2023 and the Company did not exercise its right to extend the Interim Period. In addition, the Parties mutually released any further claims under the Option Agreement and related transaction documents, including without limitation a release by the Former Securityholders of any rights to enforce the provisions of the Option Agreement or make further monetary claims against the Company and/or its respective affiliates and representatives. The Company transferred 100% of its shares in CartiHeal to a trustee (the “Trustee”) for the benefit of the Former Securityholders pursuant to the Settlement Agreement. The Company had no ownership interest and no voting rights during the Interim Period. Accordingly, the Company concluded that upon execution of the Settlement Agreement, the Company ceased to control CartiHeal for accounting purposes, and therefore, deconsolidated CartiHeal effective February 27, 2023. CartiHeal was part of the Company’s international reporting segment. The Company treated the deconsolidation of CartiHeal as a discontinued operation. The loss upon disposal was $60,639 and was recorded within discontinued operations, net within the consolidated condensed statements of operations and comprehensive loss. The loss on disposal is comprised of the book value of CartiHeal’s net assets at the time of disposal, goodwill attributable to CartiHeal and the previously discussed non-refundable payments made to Elron. The Company allowed the Interim Period to expire on March 29, 2023 as the Company was not able to find a financing solution to fund the payment obligations under the Option and Equity Purchase Agreement on terms the Company believed to be favorable to it and its shareholders. The fair value of consideration for the CartiHeal Acquisition was comprised of the following: Cash consideration $ 100,000 Transaction related costs 8,622 Subtotal of cash at closing 108,622 Deferred Amount 183,400 Sales Milestone 61,901 Fair value of previously held equity interest (a) 39,477 Total consideration $ 393,400 (a) Remeasurement of the Company’s equity method investment in CartiHeal, net of equity losses as a result of the purchase. The remeasurement included a gain of $23,709 calculated as the difference between the fair value and the carrying value of the Company’s investment in CartiHeal at the acquisition date and was recognized in other income during the third quarter of 2022 on the consolidated condensed statements of operations and comprehensive loss. The fair value was based upon: (i) the consideration transferred to members owning 89.97% of CartiHeal’s fully diluted shares; (ii) calculating the value of CartiHeal’s fully diluted shares based upon the transferred consideration; and (iii) applying the calculated value to the Company’s 10.03% ownership in CartiHeal’s fully diluted shares at the acquisition date. The Company accounted for the CartiHeal Acquisition using the acquisition method of accounting whereby the total purchase price was allocated to tangible and intangible assets acquired and liabilities assumed based on respective fair values. The following table summarizes the fair values of the assets acquired and liabilities assumed at the acquisition date: Fair value of consideration $ 393,400 Assets acquired and liabilities assumed: Cash and cash equivalents and restricted cash 3,781 Inventory 642 Prepaid and other current assets 552 Property and equipment 259 Intangibles 410,200 Investment and other assets 727 Accounts payable (18) Accrued liabilities (459) Other current liabilities (171) Deferred income taxes (79,863) Other liabilities (2,544) Net assets acquired 333,106 Resulting goodwill $ 60,294 Nearly 100% of the goodwill represents estimated future economic benefits arising from other assets acquired that could not be individually identified and separately recognized and is attributable to expected revenue growth in new markets. The goodwill was not deductible for tax purposes and $55,295 and $4,999 was allocated to the U.S. and International reporting units, respectively. CartiHeal’s intangibles consisted of the following: Useful Life Fair Value Intellectual Property - US Segment 20 years $ 351,500 Intellectual Property - International Segment 8 years 58,700 $ 410,200 The estimated fair value of the acquired CartiHeal intangibles was determined using an income approach, a valuation technique that estimates the fair value of an asset based on market participant expectations of the cash flows that an asset would generate over its remaining useful life. The determination of the useful lives was based upon consideration of market participant assumptions and transaction specific factors. |
Financial instruments
Financial instruments | 9 Months Ended |
Sep. 30, 2023 | |
Debt Disclosure [Abstract] | |
Financial instruments | Financial instruments Long-term debt consisted of the following as of: September 30, 2023 December 31, 2022 Amended Term Loan due October 2026 (9.88% at September 30, 2023) $ 382,448 $ 420,712 Revolver due October 2025 (9.88% at September 30, 2023) 15,000 — Less: Current portion of long-term debt (19,584) (33,056) Unamortized debt issuance cost (998) (1,338) Unamortized discount (1,833) (1,308) $ 375,033 $ 385,010 On December 6, 2019, the Company entered into a Credit and Guaranty Agreement (the “2019 Credit Agreement”) that was comprised of a $200,000 term loan (“Original Term Loan”) and a $50,000 revolving facility (the “Revolver”). The Company amended the 2019 Credit Agreement on October 29, 2021 in connection with the Misonix Acquisition in which the Company prepaid $80,000 on the Original Term Loan. The 2019 Credit Agreement, as amended, subsequent to the prepayment, was comprised of a $360,750 term loan (“Term Loan”) and the Revolver. On July 11, 2022, the Company further amended the 2019 Credit Agreement, as amended on October 29, 2021 (the “First Amended 2019 Credit Agreement”), in conjunction with the CartiHeal Acquisition. Pursuant to the First Amended 2019 Credit Agreement, an $80,000 term loan facility (the “July 2022 Term Loan” and, together with the Term Loan, the “Term Loan Facilities”) was extended to the Company to be used for: (i) the financing of the CartiHeal Acquisition; (ii) the payment of related fees and expenses; (iii) repayment of the draws made on the Revolver; and (iv) working capital needs and general corporate purposes of the Company, including without limitation for permitted acquisitions. The Company was not in compliance with certain financial covenants as of December 31, 2022. As a result, on March 31, 2023 (the “Closing Date”), the Company entered into another amendment to the 2019 Credit Agreement (collectively, with the October 2021 and July 2022 amendments, the “Amended 2019 Credit Agreement”) to, among other things, modify certain financial covenants, waive the noncompliance at December 31, 2022, and to modify interest rates applicable to borrowings under the 2019 Credit Agreement. The Amended 2019 Credit Agreement contains customary affirmative and negative covenants, including those related to financial reporting and notification, restrictions on the declaration or payment of certain distributions on or in respect of Bioventus LLC’s equity interests, restrictions on acquisitions, investments and certain other payments, limitations on the incurrence of new indebtedness, limitations on transfers, sales and other dispositions of assets of Bioventus LLC and its subsidiaries, as well as limitations on making changes to the business and organizational documents of Bioventus LLC and its subsidiaries. Financial covenant requirements include a maximum debt leverage ratio and an interest coverage ratio. In addition, during the period commencing on the Closing Date and ending upon the satisfaction of certain conditions occurring not prior to the delivery of financial statements of the Company for the fiscal quarter ending June 30, 2024, the Company will be subject to certain additional requirements and covenants, including a requirement to maintain Liquidity (as defined in the Amended 2019 Credit Agreement) of not less than $10,000 as of the end of each calendar month during such period. The Term Loan Facilities will mature on October 29, 2026. The Revolver will mature on October 29, 2025. The Amended 2019 Credit Agreement had deferred financing costs of $3,661, of which $1,617 were recorded in selling, general and administrative expense within the consolidated condensed statements of operations and comprehensive loss and $2,044 were capitalized on the consolidated condensed balance sheets. There was no loss on debt refinancing and modification as a result of the March 2023 amendment. As of September 30, 2023, $379,617 was outstanding on the Term Loan Facilities, net of original issue discount of $1,833 and deferred financing costs of $998. As previously discussed in Note 3. Acquisitions and divestitures , the Company made a prepayment of $30,000 on its Term Loan Facilities with the proceeds from the Wound Business divestiture during the second quarter of 2023. Capitalized deferred fees are amortized to interest expense on a straight-line basis over the term of the Term Loan Facilities, which approximates the effective interest method. Interest expense includes deferred cost amortization of $262, $203, $1,400 and $610 for the three months ended September 30, 2023 and October 1, 2022 and the nine months ended September 30, 2023 and October 1, 2022, respectively. The Company had $15,000 and no outstanding borrowings on its Revolver as of September 30, 2023 and December 31, 2022, respectively. The estimated fair value of the Term Loan Facilities was $378,146 as of September 30, 2023. The fair value of these obligations was determined based on the midpoint of the Bloomberg Valuation. This is classified as a Level 2 instruments within the fair value hierarchy. The Company historically entered into interest rate swap agreements to limit its exposure to changes in the variable interest rate on its long-term debt. The Company had one non-designated interest rate swap agreement that was terminated on October 28, 2022. The Company received $7,738 upon the swap’s termination. The swap was carried at fair value on the balance sheet with changes in fair value recorded as interest income or expense within the consolidated condensed statements of operations and comprehensive loss. Net interest income of $2,222 and $6,418 was recorded related to the change in fair value of the interest rate swap for the three and nine months ended October 1, 2022. |
Fair value measurements
Fair value measurements | 9 Months Ended |
Sep. 30, 2023 | |
Fair Value Disclosures [Abstract] | |
Fair value measurements | Fair value measurements The process for determining fair value has not changed from that described in the Annual Report on Form 10-K for the year ended December 31, 2022. 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 assets and liabilities measured at fair value on a recurring basis using Level 2 and Level 3 inputs: September 30, 2023 December 31, 2022 Total Level 3 Total Level 3 Liabilities: Deferred Amount - Current (a) $ — $ — $ 117,615 $ 117,615 Deferred Amount - Long Term (a) — — 79,269 79,269 CartiHeal contingent consideration- Sales Milestone (a) — — 67,251 67,251 Bioness contingent consideration 17,860 17,860 17,431 17,431 Total liabilities: $ 17,860 $ 17,860 $ 281,566 $ 281,566 (a) The Deferred Amount and contingent consideration attributable to CartiHeal have been reclassified to discontinued operations within the December 31, 2022 balance sheet. CartiHeal was fully deconsolidated during the first quarter of 2023. Refer to Note 3. Acquisitions and divestitures and Note 14. Discontinued operations for further details regarding the deconsolidation of CartiHeal. Deferred Amount The Deferred Amount that resulted from the CartiHeal Acquisition was calculated based on the total amount payable on each due date for the five payment tranches including applicable interest. As previously discussed, the Company reached a settlement Agreement with the Former Securityholders. Pursuant to the Settlement Agreement, the Company was relieved of the obligations under the Deferred Amount. Refer to Note 3. Acquisitions and divestitures and Note 14. Discontinued operations for further details regarding the deconsolidation of CartiHeal. 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 for certain milestones. For other milestones, the Company used a variation of the income approach where revenue was simulated in a risk-neutral framework using Geometric Brownian Motion, a stock price behavior model. Key assumptions used to estimate the fair value of contingent consideration include projected financial information, market data and the probability and timing of achieving the specific targets. After the initial valuation, the Company generally uses its best estimate to measure contingent consideration at each subsequent reporting period using unobservable Level 3 inputs. As previously discussed, the Company reached a settlement agreement with the Former Securityholders and was relieved of the CartiHeal Contingent Consideration obligations. Refer to Note 3. Acquisitions and divestitures and Note 14. Discontinued operations for further details regarding the deconsolidation of CartiHeal. Unobservable inputs A summary of unobservable Level 3 inputs utilized for the above liabilities are as follows: Valuation Technique Unobservable inputs Range Bioness contingent consideration Discounted cash flow Payment discount rate 6.4% - 6.8% Payment period 2024 - 2025 Significant changes in these assumptions could result in a significantly higher or lower fair value. The contingent consideration reported in the table above resulted from the acquisition of Bioness on March 30, 2021. Contingent consideration is adjusted quarterly based upon the passage of time or the anticipated success or failure of achieving certain milestones. Changes in contingent consideration related to Bioness for the three months ended September 30, 2023 and October 1, 2022 and the nine months ended September 30, 2023 and October 1, 2022 total a gain of $98 and losses of $278, $429 and $820, respectively, and were recorded as the change in fair value of contingent consideration within the consolidated condensed statements of operations and comprehensive loss. Changes in contingent consideration related to the CartiHeal Acquisition totaled $1,710 for the nine months ended September 30, 2023 and is reported within discontinued operations, net within the consolidated condensed statements of operations and comprehensive loss. Pursuant to the Settlement Agreement, the Company was relieved of CartiHeal related obligations. The Company deconsolidated the remaining $68,961 contingent consideration liability as a result. Refer to Note 3. Acquisitions and divestitures for further details regarding the deconsolidation of CartiHeal. |
Equity-based compensation
Equity-based compensation | 9 Months Ended |
Sep. 30, 2023 | |
Compensation And Employee Benefit Plans [Abstract] | |
Equity-based compensation | Equity-based compensation 2021 Plan The Company operates an equity-based compensation plan (the “2021 Plan”), which 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 (the “2021 Plan Awards”). As of September 30, 2023, 14,781,895 shares of Class A common stock were authorized to be awarded under the 2021 Plan and 7,658,566 shares were available for 2021 Plan Awards. 2023 Plan The Company also operates the 2023 Retention Equity Award Plan (the “2023 Plan” and, together with the 2021 Plan, the “Plans”), the purpose of which is to retain and motivate critical personnel over the short-term by providing them additional incentives in the form of RSUs (the “Retention Awards” and together with the “2021 Plan Awards,” the “Awards”). As of September 30, 2023, 600,000 shares of Class A common stock were authorized to be awarded under the 2023 Plan and 49,200 shares were available for Retention Awards. Activity under the Plans Expense Equity-based compensation, net for Awards granted under the Plans for the three and nine months ended September 30, 2023 totaled $1,734 and $655, respectively, in expense reduction as a result of expense reversals due to executive leadership transitions. Equity compensation expense for Awards granted under the Plans for three and nine months ended October 1, 2022, totaled $4,512 and $13,765, respectively. Expenses and expense reductions are primarily included in selling, general and administrative expense with a nominal amount in research and development expense within the consolidated condensed statements of operations and comprehensive loss based upon the department of the employee. There were no income tax benefits related to equity-based compensation expense for the three and nine months ended September 30, 2023. Income tax benefits related to equity-based compensation expense for three and nine months ended October 1, 2022 totaled $23 and $2,313, respectively. Restricted Stock Units During the three and nine months ended September 30, 2023, the Company granted time-based RSUs which vest at various dates through May 8, 2027. RSU compensation expense is recognized over the vesting period, which is typically between 1 and 4 years. Unamortized compensation expense related to the RSUs totaled $7,910 at September 30, 2023, and is expected to be recognized over a weighted average period of approximately 2.02 years. A summary of the RSU award activity for the nine months ended September 30, 2023 is as follows (number of units in thousands): Number of units Weighted-average grant-date fair value per unit Unvested at December 31, 2022 1,189 $ 11.96 Granted 2,030 2.35 Vested (396) 11.16 Forfeited or canceled (469) 8.77 Unvested at September 30, 2023 2,354 $ 4.44 Stock Options During the three and nine months ended September 30, 2023, the Company granted time-based stock options which vest over 1 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 1 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 nine months ended September 30, 2023 is shown in the following table. Risk-free interest rate 3.49% - 4.4% Expected dividend yield — % Expected stock price volatility 35.2% - 36.4% Expected life of stock options (years) 5.50 - 6.25 The weighted-average grant date fair value of options granted during the nine months ended September 30, 2023 was $0.50 per share. 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. Unamortized compensation expense related to the options totaled $6,861 at September 30, 2023, and is expected to be recognized over a weighted average period of approximately 5.47 years. A summary of stock option activity is as follows for the nine months ended September 30, 2023 (number of options in thousands): Number of options Weighted-average exercise price Weighted average remaining contractual term Aggregate intrinsic value Outstanding at December 31, 2022 8,910 $ 11.65 Granted 1,182 1.21 Exercised (65) 2.69 Forfeited or canceled (4,596) 12.44 Outstanding at September 30, 2023 5,431 8.82 7.09 years $ 2,179 Exercisable and vested at September 30, 2023 2,988 $ 9.82 5.71 years $ — The aggregate intrinsic value is calculated as the difference between the exercise price of the underlying options and the market price of the Company’s Class A common stock for options that had exercise prices lower than $3.30 per share, the closing price of the Company’s Class A common stock on the last trading day of the third quarter, September 29, 2023. Employee Stock Purchase Plan The Company operates a non-qualified Employee Stock Purchase Plan (“ESPP”), which provides for the issuance of shares of the Company’s Class A common stock to eligible employees of the Company that elect to participate in the plan and purchase shares of Class A common stock through payroll deductions at a discounted price. As of September 30, 2023, the aggregate number of shares reserved for issuance under the ESPP was 963,926. A total of 93,092 and 460,019 shares were issued and $99 and $292 of expense was recognized during the three and nine months ended September 30, 2023. A total of 69,334 and 172,153 shares were issued and $136 and $388 of expense was recognized during the three and nine months ended October 1, 2022. |
Stockholders_ equity
Stockholders’ equity | 9 Months Ended |
Sep. 30, 2023 | |
Equity [Abstract] | |
Stockholders’ equity | Stockholders’ equity 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. In connection with the IPO, the Company completed the following transactions (“Transactions”). • Amended and restated the limited liability company agreement of BV LLC (“BV 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 (“Original BV LLC Owners”) for new LLC Interests; and (iii) appoint Bioventus Inc. as the sole managing member of BV LLC. • Amended and restated the Bioventus Inc. certificate of incorporation to, among other things, (i) provide for an increase in the authorized shares of Class A common stock; (ii) provide for Class B common stock with voting rights but no economic interest, which shares were issued to the Original BV LLC Owners on a one-for-one basis with the number of LLC Interests they owned; and (iii) provide for undesignated preferred stock. • Acquired, by merger, ten entities that were Original BV LLC Owners (“Former LLC Owners”), for which the Company issued 31,838,589 shares of Class A common stock as merger consideration (“IPO Mergers”). 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 IPO Mergers, the 31,838,589 shares of Class B common stock were canceled, and the Company recognized the 31,838,589 LLC Interests at carrying value, as the IPO Mergers are considered to be a recapitalization transaction. Amendment and restatement of certificate of incorporation On February 16, 2021, the Company amended and restated its certificate of incorporation to, among other things, provide for: (i) the authorization of 250,000,000 shares of Class A common stock with a par value of $0.001 per share; (ii) the authorization of 50,000,000 shares of Class B common stock with a par value of $0.001 per share; (iii) the authorization of 10,000,000 shares of undesignated preferred stock that may be issued from time to time by the BOD in one or more series; and (iv) the establishment of a classified BOD, divided into three classes, each of whose members will serve for staggered three-year terms. Holders of Class A and 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 and the number of shares of Class B common stock held by Smith & Nephew, Inc. (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 upon the redemption or exchange of any outstanding LLC Interests. BV LLC recapitalization The BV LLC Agreement provides that holders of LLC Interests may, from time to time, require the Company to redeem all or a portion of their LLC Interests for newly-issued shares of Class A common stock on a one-for-one basis. The Company may elect to settle any such redemption in shares of Class A common stock or in cash. The amendment also requires that the Company, at all times, maintain (i) a one-to-one ratio between the number of outstanding shares of Class A common stock and the number of LLC Interests owned by the Company and (ii) 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. Noncontrolling interest In connection with any redemption, the Company will receive a corresponding number of LLC Interests, increasing its ownership interest in BV LLC. Future redemptions of LLC Interests will result in a change in ownership and reduce the amount recorded as noncontrolling interest and increase additional paid-in capital. There were no redemptions during the nine months ended September 30, 2023 or during the year ended December 31, 2022. The following table summarizes the ownership interest in BV LLC as of September 30, 2023 and December 31, 2022 (number of units in thousands): September 30, 2023 December 31, 2022 LLC Interests Ownership % LLC Interests Ownership % Number of LLC Interests owned Bioventus Inc. 62,964 80.0 % 62,063 79.7 % Continuing LLC Owner 15,787 20.0 % 15,787 20.3 % Total 78,751 100.0 % 77,850 100.0 % |
Earnings per share
Earnings per share | 9 Months Ended |
Sep. 30, 2023 | |
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 periods presented (amounts in thousands, except share and per share data): Three Months Ended Nine Months Ended September 30, 2023 October 1, 2022 September 30, 2023 October 1, 2022 Numerator: Net loss from continuing operations, net of tax $ (8,791) $ (101,035) $ (113,540) $ (123,174) Net loss attributable to noncontrolling interests — continuing operations 1,488 28,202 22,898 32,493 Net loss attributable to Bioventus Inc. Class A $ (7,303) $ (72,833) $ (90,642) $ (90,681) Numerator: Net loss from discontinued operations, net of tax $ — $ (44,663) $ (74,429) $ (45,344) Net loss attributable to noncontrolling interests — — 9,251 14,937 9,251 Net loss attributable to Bioventus Inc. Class A $ — $ (35,412) $ (59,492) $ (36,093) Denominator: Weighted-average shares of Class A common 62,824,318 61,674,254 62,494,686 61,208,941 Net loss per share of Class A common stock from $ (0.12) $ (1.18) $ (1.45) $ (1.48) Net loss per share of Class A common stock from — (0.58) (0.95) (0.59) Net loss per share of Class A common stock, $ (0.12) $ (1.76) $ (2.40) $ (2.07) 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 September 30, 2023 and October 1, 2022 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 Nine Months Ended September 30, 2023 October 1, 2022 September 30, 2023 October 1, 2022 LLC Interests held by Continuing LLC Owner (a) 15,786,737 15,786,737 15,786,737 15,786,737 Stock options 4,540,415 8,186,264 6,620,251 7,488,407 RSUs 448,715 910,521 928,817 605,212 Total 20,775,867 24,883,522 23,335,805 23,880,356 (a) Class A Shares reserved for future issuance upon redemption or exchange of LLC Interests by the Continuing LLC Owner. |
Restructuring costs
Restructuring costs | 9 Months Ended |
Sep. 30, 2023 | |
Restructuring and Related Activities [Abstract] | |
Restructuring costs | Restructuring costs Restructuring costs are not allocated to the Company’s reportable segments as they are not part of the segment performance measures regularly reviewed by management. These charges are included in restructuring costs in the consolidated statements of operations and comprehensive loss. Liabilities associated from restructuring costs are recorded in accrued liabilities on the consolidated balance sheets. The Company announced a restructuring plan in December 2022 (the “2022 Restructuring Plan”) that is intended to align the Company’s organizational and management cost structure to improve profitability and cash flow. The Company expects to incur $5,000 to $6,000 of pre-tax costs under the 2022 Restructuring Plan primarily consisting of employee severance and additional expenses for third-party and other related costs. Pre-tax activity recognized during the three and nine months ended September 30, 2023 and the year ended December 31, 2022 totaled an expense reversal of $26, and pre-tax charges of $864 and $4,581, respectively. The Company adopted restructuring plans for businesses acquired to reduce headcount, reorganize management structure and consolidate certain facilities during the second half of 2021 (the “2021 Acquisition Restructuring Plan”) and during the first quarter of 2022 (the “2022 Acquisition Restructuring Plan”). The Company’s planned total pre-tax charges for the 2021 Acquisition Restructuring Plan and 2022 Acquisition Restructuring Plan are $3,500 and $2,300, respectively. There was nominal activity related to the 2021 Acquisition Restructuring Plan during the nine months ended September 30, 2023 and $92, $692, $719 and $2,487 recognized during the three and nine months ended October 1, 2022, and the years ended December 31, 2022 and 2021, respectively. The 2021 Acquisition Restructuring Plan is essentially complete. Costs attributable to the 2022 Acquisition Restructuring Plan totaled $84 for the nine months ended September 30, 2023, respectively, and $483, $1,467 and $1,479 during the three and nine months ended October 1, 2022, and the year ended December 31, 2022, respectively. The Company’s restructuring charges and payments for plans related to businesses recently acquired comprised of the following: Employee severance and temporary labor costs Other charges Total Balance at December 31, 2022 $ 3,760 $ — $ 3,760 Expenses incurred 719 192 911 Payments made (3,113) (192) (3,305) Balance at September 30, 2023 $ 1,366 $ — $ 1,366 |
Income taxes
Income taxes | 9 Months Ended |
Sep. 30, 2023 | |
Income Tax Disclosure [Abstract] | |
Income taxes | Income taxesThe 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 September 30, 2023 and October 1, 2022 and the nine months ended September 30, 2023 and October 1, 2022 , the Company's effective tax rate was 7.3%, 22.6%, 0.7% and 21.3%, respectively. The changes for the three and nine months ended September 30, 2023 compared to the prior year comparable periods was primarily due to an increase in the valuation allowance applied to the Company’s net deferred tax assets. 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 maintains 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. Subsequent to the consummation of the IPO Mergers, the Continuing LLC Owner has not exchanged LLC Interests for shares of Class A common stock. |
Commitments and contingencies
Commitments and contingencies | 9 Months Ended |
Sep. 30, 2023 | |
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 10 years. The components of lease cost were as follows: Three Months Ended Nine Months Ended September 30, 2023 October 1, 2022 September 30, 2023 October 1, 2022 Operating lease cost $ 1,041 $ 1,238 $ 3,120 $ 3,544 Short-term lease cost (a) 156 190 591 518 Financing lease cost: Amortization of finance lease assets 394 9 1,022 27 Interest on lease liabilities 230 1 596 3 Total lease cost $ 1,821 $ 1,438 $ 5,329 $ 4,092 (a) Includes variable lease cost and sublease income, which are immaterial. Supplemental cash flow information and non-cash activity related to leases were as follows: Nine Months Ended September 30, 2023 October 1, 2022 Cash paid for amounts included in measurement of lease liabilities: Operating cash flows from operating leases $ 3,675 $ 3,515 Operating cash flows from financing leases $ 644 $ 4 Financing cash flows from finance leases $ 334 $ 43 Right-of-use assets obtained in exchange for lease obligations: Operating lease obligations $ 275 $ 2,494 Financing lease obligations (a) $ 15,567 $ — (a) Financing lease obligations entered into during the nine months ended September 30, 2023 resulted from the Company’s agreement to lease a facility to expand its manufacturing operations and relocate from its current leased facilities in Memphis, Tennessee. The lease was entered into during November 2021 with occupancy starting in 2023. The lease term is 10 years and payments are as follows for the remainder of 2023—$385, 2024—$1,567, 2025—$1,598, 2026—$1,630, 2027—$1,662 and thereafter—$9,446. Imputed interest on the payments total $5,060. Supplemental balance sheet and other information related to leases were as follows: September 30, 2023 December 31, 2022 Operating lease assets (a) $ 14,298 $ 16,690 Operating lease liabilities- current (b) $ 3,990 $ 3,552 Operating lease liabilities- noncurrent (b) 11,478 14,355 Total operating lease liabilities $ 15,468 $ 17,907 Property, plant and equipment - net (finance leases) $ 14,672 $ 128 Finance lease liabilities - current $ 737 $ 55 Finance lease liabilities - noncurrent 10,581 76 Total financing lease liabilities $ 11,318 $ 131 Weighted average remaining lease term (years) for leases Operating leases 4.1 4.8 Finance leases 9.4 2.4 Weighted average discount rate for leases Operating leases 4.6 % 4.8 % Finance leases 8.1 % 3.3 % (a) Operating lease assets totaling $618 attributable to CartiHeal was reclassified to long-term assets attributable to discontinued operations within the December 31, 2022 consolidated balance sheets. Refer to Note 3. Acquisitions and divestitures and Note 14. Discontinued operations for further details regarding the deconsolidation of CartiHeal. (b) Operating lease liabilities-current totaling $176 and operating lease liabilities-noncurrent of $442 were reclassified into current liabilities attributable to discontinued operations and long-term liabilities attributable to discontinued operations, respectively, within the December 31, 2022 consolidated balance sheets. Refer to Note 3. Acquisitions and divestitures and Note 14. Discontinued operations for further details regarding the deconsolidation of CartiHeal. Governmental and 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 its business. The Company accrues a liability when a loss is considered probable and the amount can be reasonably estimated. When a material loss contingency is reasonably possible but not probable, the Company does not record a liability, but instead discloses the nature and amount of the claim, and an estimate of the possible loss or range of loss, if such an estimate can be made. Legal fees are expensed as incurred. With respect to governmental proceedings and investigations, like other companies in the industry, the Company is subject to extensive regulation by national, state and local governmental agencies in the United States and in other jurisdictions in which the Company and its affiliates operate. 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 Company is presently unable to predict the duration, scope, or result of these matters. As such, the Company is presently unable to develop a reasonable estimate of a possible loss or range of losses, if any, related to these matters. While the Company intends to defend these matters vigorously, the outcome of such litigation or any other litigation is necessarily uncertain, is not within the Company’s complete control and might not be known for extended periods of time. In the opinion of management, the outcome of any existing claims and legal or regulatory proceedings, other than the specific matters described below, if decided adversely, is not expected to have a material adverse effect on the Company's business, financial condition, results of operations, or cash flows. Bioventus shareholder litigation On January 12, 2023, the Company and certain of its current and former directors and officers were named as defendants in a putative class action lawsuit filed in the Middle District of North Carolina, Ciarciello v. Bioventus, Inc., No. 1:23– CV – 00032-CCE-JEP (M.D.N.C. 2023). The complaint asserts violations of Sections 10(b) and 20(a) of the Exchange Act and of Sections 11 and 15 of the Securities Act and generally alleges that the Company failed to disclose certain information regarding rebate practices, its business and financial prospects, and the sufficiency of internal controls regarding financial reporting. The complaint seeks damages in an unspecified amount. On April 12, 2023, the Court appointed Wayne County Employees’ Retirement System as lead plaintiff. The plaintiff’s amended consolidated complaint was filed with the Court on June 12, 2023. On July 17, 2023, the defendants filed a motion to dismiss the complaint raising a number of legal and factual deficiencies with the amended consolidated complaint. In response to the defendants’ motion to dismiss, the lead plaintiff filed a second amended complaint on July 31, 2023. The defendants moved to dismiss the second amended complaint on August 21, 2023, which the Court granted in part and denied in part on November 6, 2023. The Court dismissed the plaintiff’s Securities Act claims, but allowed the plaintiff’s Exchange Act claims to proceed into discovery. On October 4, 2023, the Company and certain of its current and former directors and officers were named as defendants in a derivative shareholder lawsuit filed in the United States District Court for the District of Delaware, Grogan, on behalf of Bioventus Inc., v. Reali, et.al., No. 1:23-CV-01099-RGA (D. Del. 2023). The complaint asserts violations of Section 14(a) of the Exchange Act, breaches of fiduciary duties and related state law claims, a claim for contribution, and generally alleges the same purported misconduct as alleged in the Ciarciello case. The Company is currently in discussions with the plaintiff to stay this case pending resolution of the Ciarciello case. The Company believes the claims alleged in both of the above matters lack merit and intends to defend itself vigorously. The outcome of the litigation is not presently determinable, and any loss is neither probable nor reasonably estimable. Bioness patent litigation On June 15, 2022, the Company, through its subsidiary Bioness, filed a lawsuit in the United States District Court for the Eastern District of Virginia against Aretech, LLC (“Aretech”) alleging infringement by Aretech of various patents related the Bioness’ Vector Gait and Safety Support System ® . On August 8, 2022, Aretech filed an answer to the lawsuit denying infringement and asserting various affirmative defenses and counterclaims to the Bioness complaint. Bioness filed a motion to dismiss the defendant’s counterclaims on September 28, 2022. In response to Bioness’ motion to dismiss the counterclaims, on October 19, 2022, Aretech filed an amended answer and counterclaims. On November 16, 2022, Bioness filed a partial motion to dismiss certain of the amended counterclaims. On January 23, 2023, the court granted-in-part Bioness’ motion dismissing Aretech’s antitrust and inventorship-related counterclaims, but allowed certain of Aretech’s counterclaims to proceed. On March 23, 2023, the parties entered into a settlement and license agreement that resolved all claims in the litigation. The agreement also provides cross licenses to the parties for certain of their respective patents relevant to the claims asserted in the litigation. Misonix stockholder On September 15, 2021, a purported stockholder of Misonix filed an action in the United States District Court for the Eastern District of New York, captioned Stein v. Misonix, Inc., et al., Case No. 2:21-cv-05127 (E.D.N.Y.) (the “Stein Complaint”). The Stein Complaint named Misonix and members of its board of directors as defendants. The Stein Complaint was dismissed on April 6, 2022. On September 16, 2021, a purported stockholder of Misonix filed an action in the United States District Court for the Southern District of New York, captioned Ciccotelli v. Misonix, Inc. et al., Case No. 1:21-cv-07773 (S.D.N.Y.) (the “Ciccotelli Complaint”) against Misonix, members of its board of directors, the Company, and its subsidiaries, Merger Sub I and Merger Sub II, as defendants. Plaintiff voluntarily dismissed the Ciccotelli Complaint on November 10, 2021. On October 12, 2021, another purported stockholder of Misonix filed an action in the United States District Court for the Eastern District of New York, captioned Rubin v. Misonix, Inc. et al., Case No. 1:21-cv-05672 (S.D.N.Y.) (the “Rubin Complaint”) and on October 15, 2021, another purported stockholder of Misonix filed an action in the United States District Court for the Southern District of New York, captioned Taylor v. Misonix, Inc. et al., Case No. 1:21-cv-08513 (S.D.N.Y.) (the “Taylor Complaint”). The Rubin Complaint and the Taylor Complaint name Misonix and members of its board of directors as defendants. Plaintiffs voluntarily dismissed the Rubin and Taylor Complaints on January 21, 2022 and February 18, 2022, respectively. The complaints asserted claims under Section 14(a) and Section 20(a) of the Exchange Act and SEC Rule 14a-9, challenging the adequacy of disclosures in the proxy statement/prospectus filed with the SEC on September 8, 2021 or the Definitive Proxy Statement filed with the SEC on September 24, 2021, regarding Misonix and/or Bioventus’ projections and J.P. Morgan’s financial analysis. The complaints had sought, among other relief, (i) injunctive relief preventing the parties from proceeding with the merger; (ii) rescission in the event that the merger is consummated; and (iii) an award of costs, including attorneys’ and experts’ fees. Misonix former distributor On March 23, 2017, Misonix’s former distributor in China, Cicel (Beijing) Science & Technology Co., Ltd., filed a lawsuit against Misonix and certain of its officers and directors in the United States District Court for the Eastern District of New York. The complaint alleged that Misonix improperly terminated its contract with the former distributor. The complaint sought various remedies, including compensatory and punitive damages, specific performance and preliminary and post judgment injunctive relief, and asserted various causes of action, including breach of contract, unfair competition, tortious interference with contract, fraudulent inducement, and conversion. On October 7, 2017, the court granted Misonix’s motion to dismiss each of the tort claims asserted against Misonix, and also granted the individual defendants’ motion to dismiss all claims asserted against them. On January 23, 2020, the court granted Cicel’s motion to amend its complaint, to include claims for alleged defamation and theft of trade secrets in addition to the breach of contract claim. Discovery in the matter ended on August 5, 2021. On January 20, 2022, the court granted Misonix’s summary judgment motion on Cicel’s breach of contract and defamation claims. Cicel’s motion for reconsideration of the court’s summary judgment ruling in Misonix’s favor was dismissed by the Court on April 29, 2022. On July 18, 2022, Cicel voluntarily dismissed the remaining claim for trade secret theft and later filed an appeal to the United States Court of Appeals for the Second Circuit. The parties have filed their respective briefs regarding plaintiff’s appeal and the Second Circuit has set a hearing date of December 13, 2023, for oral arguments of the appeal. The Company believes that it has various legal and factual defenses to these claims and intends to vigorously defend the appeal of the lower court’s summary judgment rulings in its favor. Bioness shareholder Prior to closing the Bioness Acquisition, Bioness had been named as a defendant in a lawsuit, for which the Company is indemnified under the indemnification provisions contained in 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 the 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 attorney fees and other expenses totaling approximately $3,000 incurred by the director and shareholder in connection with the matter. On August 19, 2021, the court issued a ruling granting, in part, plaintiff’s motion for summary judgment, awarding plaintiff attorney’s fees and related expenses incurred in connection with performance of the plaintiff’s directorial duties, and denying fees and expenses incurred in a non-director capacity. In its ruling, the court’s order also directed the parties to agree upon a process that will govern the payment of and challenges to plaintiff’s payment requests and required Bioness to pay 50% of the demanded amount into escrow if more than 50% of the total invoiced amount was in dispute. Pursuant to the court’s order, Bioness paid approximately $1,300 into escrow. On November 1, 2022, at a hearing before Delaware State Court of Chancery, the court ruled in favor of the former Bioness director awarding attorney’s fees in connection with the underlying pre-merger litigation and the advancement action in the amounts claimed, less approximately $50. On December 23, 2022, Bioness and the plaintiff entered into a settlement agreement resolving the matter for the aggregate sum of $2,500 payable to the plaintiff. The settlement was satisfied by releasing the $1,300 previously paid by Bioness and held in escrow and by an additional payment of $1,200. Pursuant to the indemnification obligations under the Bioness Merger Agreement, this subsequent payment was made on behalf of Bioness on December 28. 2022, by the selling majority shareholder under that agreement. The Company subsequently recovered the $1,300 paid into escrow from the selling Bioness shareholders pursuant an indemnification request under the Bioness Merger Agreement. An order dismissing the case was entered by the court on January 27, 2023. On February 8, 2022, the above referenced minority shareholder of Bioness filed another action in the Delaware State Court of Chancery in connection with the Company’s acquisition of Bioness. This action names the former Bioness directors, the Alfred E. Mann Trust (Trust), which was the former majority shareholder of Bioness, the trustees of the Trust and Bioventus as defendants. The complaint alleges, among other things, that the individual directors, the Trust, and the trustees breached their fiduciary duty to the plaintiff in connection with their consideration and approval of the Company’s transaction. The complaint also alleges that the Company aided and abetted the other defendants in breaching their fiduciary duties to the plaintiff and that the Company breached the Merger Agreement by failing to pay the plaintiff its pro rata share of the merger consideration. The Company believes that it is indemnified under the indemnification provisions contained in the Bioness Merger Agreement for these claims. On July 20, 2022, the Company filed a motion to dismiss all claims made against it on various grounds, as did all the other named defendants in the suit. A hearing on Bioness’ and other the defendant’s motions was held before the Court of Chancery on January 19, 2023. The Company believes that there are various legal and factual defenses to the claims plaintiff made against us and intend to defend ourselves vigorously. On April 27, 2023, the Court issued an order which, among other things, dismissed Bioventus from the case. Other matters On November 10, 2021, the Company entered into an asset purchase agreement for an HA product and made an upfront payment of $853. An additional payment of $853 was made in 2022 upon the transfer of certain seller customer data. If the Company is able to obtain a Medical Device Regulation Certification for the product, $1,707 (the “Milestone Payment”) will be paid to the seller within five days. The Company is also required to pay royalties if certifications are achieved before December 31, 2024. Royalties will be payable through 2026 of 5.0% on the first $569 in sales and 2.5% thereafter. On March 8, 2023, the parties amended the agreement under which the Milestone Payment was reduced to $1,418, of which $709 is payable on January 31, 2024, and the remainder is due upon receipt of the Medical Device Regulation Certification for the product provided that it is obtained prior to December 31, 2024. As a result, the Company recorded an intellectual property intangible asset totaling $709 for initial payment. 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. 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, but during the second quarter of 2022, the Company elected to discontinue the development of MOTYS, the initial product candidate under development. On October 21, 2022, the Company provided notice to MTF of termination of the Development Agreement and the related cGTP Commercial Supply Agreement with MTF for MOTYS, effective December 20, 2022. 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 during the three months ended September 30, 2023 and October 1, 2022 and nine months ended September 30, 2023 and October 1, 2022 totaled $3,546, $3,813, $9,986 and $11,228, respectively. These royalties are included in cost of sales within the consolidated condensed statements of operations and comprehensive loss. 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 10 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 condensed statements of operations and comprehensive loss. 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 September 30, 2023 and December 31, 2022, 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 | 9 Months Ended |
Sep. 30, 2023 | |
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 Annual Report on Form 10-K for the year ended December 31, 2022. 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 the Company’s net sales disaggregated by major products (Vertical) within each segment as follows: Three Months Ended Nine Months Ended September 30, 2023 October 1, 2022 September 30, 2023 October 1, 2022 U.S. Pain Treatments $ 48,416 $ 47,010 $ 145,028 $ 152,939 Restorative Therapies 24,855 38,096 89,187 102,475 Surgical Solutions 32,956 31,182 96,837 91,265 Total U.S. net sales 106,227 116,288 331,052 346,679 International Pain Treatments 5,274 5,090 16,629 15,128 Restorative Therapies 5,288 4,047 15,676 13,930 Surgical Solutions 4,005 3,237 13,565 10,546 Total International net sales 14,567 12,374 45,870 39,604 Total net sales $ 120,794 $ 128,662 $ 376,922 $ 386,283 |
Segments
Segments | 9 Months Ended |
Sep. 30, 2023 | |
Segment Reporting [Abstract] | |
Segments | Segments The 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 loss before income taxes: Three Months Ended Nine Months Ended September 30, 2023 October 1, 2022 September 30, 2023 October 1, 2022 Segment Adjusted EBITDA U.S. $ 18,949 $ 19,917 $ 58,373 $ 44,245 International 2,786 2,006 8,471 7,179 Interest expense, net (10,115) (3,604) (30,396) (4,632) Depreciation and amortization (13,827) (13,593) (44,900) (38,456) Acquisition and related costs (1,424) (3,455) (4,047) (17,428) Restructuring and succession charges 26 (575) (911) (2,847) Equity compensation (1,833) (4,648) (947) (14,153) Financial restructuring costs (478) — (7,065) — Impairments of assets — — (78,615) — Impairment of goodwill — (124,697) — (124,697) Loss on disposal of a business (340) — (1,317) — Other items (1,935) (1,909) (11,351) (5,796) Loss before income taxes $ (8,191) $ (130,558) $ (112,705) $ (156,585) |
Discontinued Operations
Discontinued Operations | 9 Months Ended |
Sep. 30, 2023 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Discontinued operations | Discontinued operations On February 27, 2023 the Company reached a Settlement Agreement with the Former Securityholders of CartiHeal that resulted in the transfer of 100% of Company’s shares in CartiHeal to a Trustee. Refer to Note 3. Acquisitions and divestitures for further details concerning the CartiHeal Settlement Agreement and its deconsolidation from the Company’s financial statements. CartiHeal had no sales for the three months ended September 30, 2023 and year ended December 31, 2022. The following table summarizes CartiHeal’s major classes of assets and liabilities as reported on the consolidated condensed balance sheets as of December 31, 2022 as the balances were fully deconsolidated as of September 30, 2023: December 31, 2022 Carrying amounts of major classes of assets included as part of discontinued operations Cash $ 1,628 Restricted cash 23 Other receivables 350 Inventory 642 Prepaid and other current assets 134 Property and equipment, net 191 Goodwill 6,297 Intangible assets, net 398,873 Operating lease assets 618 Other assets 15 Total assets $ 408,771 Carrying amounts of major liabilities included as part of discontinued operations Accounts payable $ 852 Accrued liabilities 384 Current portion of deferred consideration 117,615 Other current liabilities 236 Deferred income taxes 79,863 Deferred consideration 79,269 Contingent consideration 67,251 Other long-term liabilities 2,528 Total liabilities $ 347,998 The following table summarizes the major income and expense line items of these discontinued operations, as reported in the consolidated statements of operations for the three and nine months ended September 30, 2023 and October 1, 2022: Three Months Ended Nine Months Ended September 30, 2023 October 1, 2022 September 30, 2023 October 1, 2022 Selling, general and administrative expense — 239 $ 1,728 $ 239 Research and development expense — 1,226 396 1,226 Change in fair value of contingent consideration (a) — 2,864 1,710 2,864 Depreciation and amortization (a) — 5,187 4,264 5,187 Impairments of assets — 64,500 — 64,500 Operating loss from discontinued operations — 74,016 8,098 74,016 Interest expense, net — 6,290 4,889 6,290 Other (income) expense (b) — (23,387) 61,442 (22,706) Other (income) expense — (17,097) 66,331 (16,416) Loss before income taxes — (56,919) (74,429) (57,600) Income tax benefit, net — (12,256) — (12,256) Net loss from discontinued operations — (44,663) (74,429) (45,344) Loss attributable to noncontrolling interest - — 9,251 14,937 9,251 Net loss attributable to Bioventus Inc. - $ — $ (35,412) $ (59,492) $ (36,093) (a) Depreciation and amortization and the change in fair value of contingent consideration represents the significant operating non-cash items of discontinued operations. (b) Other expense includes the $60,639 loss on deconsolidation, of which $10,150 was attributable to non-refundable payments. |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Oct. 01, 2022 | Sep. 30, 2023 | Oct. 01, 2022 | |
Pay vs Performance Disclosure | ||||
Net Income (Loss) | $ (7,303) | $ (108,245) | $ (150,134) | $ (126,774) |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended |
Sep. 30, 2023 | |
Trading Arrangements, by Individual | |
Rule 10b5-1 Arrangement Adopted | false |
Non-Rule 10b5-1 Arrangement Adopted | false |
Rule 10b5-1 Arrangement Terminated | false |
Non-Rule 10b5-1 Arrangement Terminated | false |
Organization (Policies)
Organization (Policies) | 9 Months Ended |
Sep. 30, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Going concern | Going concern The accompanying unaudited consolidated financial statements have been prepared under the going concern basis of accounting, which presumes that the Company’s liquidation is not imminent; however, based on the Company’s current financial position and liquidity sources, including current cash balances, and forecasted future cash flows, the Company is at risk of violating certain of its financial covenants under the Credit and Guaranty Agreement, dated December 6, 2019 (as amended on October 29, 2021, July 11, 2022 and March 31, 2023). If mitigating steps are not taken or are not successful, the Company is at substantial risk of failing its covenants in 2024. A breach of a financial covenant under the Credit and Guaranty Agreement could accelerate repayment of our obligations under the agreement. Refer to Note 4. Financial instruments for further discussion concerning the Company’s long-term debt obligations. The Company is actively pursuing plans to mitigate these conditions and events, such as considering various additional cost cutting measures, exploring additional divestiture opportunities such as the divestiture of certain assets within the Company’s Wound Business (as defined in Note 3. Acquisitions and divestitures) , and exploring opportunities to amend as needed or refinance our existing debt obligations; however, there can be no assurances that it is probable these plans will be successfully implemented or that they will successfully mitigate these conditions and events. Therefore, these plans do not alleviate the substantial doubt about the Company’s ability to continue as a going concern. As part of efforts to improve its financial condition, on February 27, 2023, the Company reached an agreement to return the assets and liabilities of CartiHeal (2009) Ltd. (“CartiHeal”), a wholly-owned subsidiary of the Company, to its former securityholders. The deconsolidation of CartiHeal relieved deferred consideration liabilities and milestone obligations related to the acquisition of CartiHeal. Refer to Note 3. Acquisitions and divestitures for further information regarding the acquisition and subsequent deconsolidation of CartiHeal. In addition, the Company announced a restructuring plan in December 2022 to align the Company’s organizational and management cost structure to improve profitability and cash flow. Refer to Note 9. Restructuring costs for further information. |
Recent accounting pronouncements | Recent accounting pronouncements The Company is an accelerated public company filer. Therefore, required effective dates for adopting new or revised accounting standards are generally earlier than when emerging growth companies are required to adopt. |
Organization (Tables)
Organization (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of Error Corrections and Prior Period Adjustments | The following are selected line items from our aforementioned impacted financial statements illustrating the effect of the error corrections thereon: Consolidated Balance Sheets — December 31, 2022 As Previously Reported Adjustments As Adjusted Deferred income taxes (b)(d)(e) $ 74,138 $ (71,890) $ 2,248 Total liabilities 1,032,317 (71,890) 960,427 Additional paid-in capital (a)(b)(c)(d) 481,919 8,657 490,576 Noncontrolling interest (a)(c) 23,751 63,233 86,984 Total stockholders’ equity 340,332 71,890 412,222 Consolidated Balance Sheets — December 31, 2021 As Previously Reported Adjustments As Adjusted Deferred income taxes (b) $ 133,518 $ (73,867) $ 59,651 Total liabilities 692,073 (73,867) 618,206 Additional paid-in capital (a)(b) 465,272 8,046 473,318 Noncontrolling interest (a) 74,865 65,821 140,686 Total stockholders’ equity 533,789 73,867 607,656 The Company’s consolidated statements of changes in stockholders’ and members equity as of December 31, 2022 and December 31, 2021 have been corrected to reflect the above adjustments. The Company revised the amounts originally reported for the years ended December 31, 2022 and December 31, 2021 for the following items: (a) Recorded a $65,821 decrease to additional paid-in capital and a corresponding increase to noncontrolling interest. This action effectively rebalanced equity appropriately between the Company and its noncontrolling interests according to their respective BV LLC ownership interests. (b) Recorded a $73,867 decrease to deferred income tax balances and an increase to additional paid in capital to reflect the correction of an error that occurred during the calculation of deferred taxes at the Company’s IPO. (c) Reflects the entry as discussed in (a) above and additional rebalancing activity of $2,588 relating to the issuance of Class A common stock for equity plans during the year ended December 31, 2022. (d) Reflects the entry as discussed in (b) and an additional $1,977 increase to deferred income tax balances and a reduction to additional paid in capital to reflect the deferred tax impact during the year ended December 31, 2022. (e) The previously reported amount reflects a reclassification of $79,863 of deferred tax liabilities associated with the deconsolidation of CartiHeal (2009) Ltd. into long-term liabilities attributable to discontinued operations as illustrated in the December 31, 2022 consolidated condensed balance sheets. Refer to Note 3. Acquisitions and divestitures and Note 14. Discontinued operations for further details. |
Balance sheet information (Tabl
Balance sheet information (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of Accounts Receivable | Accounts receivable, net of allowances, consisted of the following as of: September 30, 2023 December 31, 2022 Accounts receivable (a) $ 117,935 $ 143,317 Less: Allowance for credit losses (5,036) (7,022) $ 112,899 $ 136,295 (a) Other receivables of $350 attributable to CartiHeal was reclassified to current assets attributable to discontinued operations within the December 31, 2022 consolidated balance sheets. Refer to Note 3. Acquisitions and divestitures and Note 14. Discontinued operations for further details regarding the deconsolidation of CartiHeal. |
Schedule of Accounts Receivable, Allowance for Credit Loss | Changes in credit losses were as follows: Three Months Ended Nine Months Ended September 30, 2023 October 1, 2022 September 30, 2023 October 1, 2022 Beginning balance $ (7,141) $ (5,292) $ (7,022) $ (3,402) Benefit (provision) for expected credit losses 1,335 (1,369) 695 (3,874) Write-offs 1,298 1,082 2,352 1,907 Recoveries (528) (265) (1,491) (475) Disposition — — 430 — Ending balance $ (5,036) $ (5,844) $ (5,036) $ (5,844) |
Schedule of Inventory | Inventory consisted of the following as of: September 30, 2023 December 31, 2022 Raw materials and supplies (a) $ 26,432 $ 19,133 Finished goods 75,003 67,484 Gross 101,435 86,617 Excess and obsolete reserves (3,872) (1,851) $ 97,563 $ 84,766 (a) Raw material inventory of $642 attributable to CartiHeal has been reclassified to current assets attributable to discontinued operations within the December 31, 2022 consolidated balance sheets. Refer to Note 3. Acquisitions and divestitures and Note 14. Discontinued operations for further details regarding the deconsolidation of CartiHeal. |
Schedule of Prepaid and Other Current Assets | Prepaid and other current assets consisted of the following as of: September 30, 2023 December 31, 2022 Prepaid taxes $ 2,130 $ 4,442 Prepaid and other current assets (a) 10,033 14,109 $ 12,163 $ 18,551 (a) Prepaid and other current assets of $134 attributable to CartiHeal was reclassified to current assets attributable to discontinued operations within the December 31, 2022 balance sheet. Refer to Note 3. Acquisitions and divestitures and Note 14. Discontinued operations for further details regarding the deconsolidation of CartiHeal. |
Schedule of Intangible Assets | Intangible assets consisted of the following as of: September 30, 2023 December 31, 2022 Intellectual property (a)(b) $ 677,258 $ 790,049 Distribution rights 61,325 61,325 Customer relationships (b) 57,950 67,450 IPR&D 5,500 5,500 Developed technology and other 13,998 13,998 Total carrying amount 816,031 938,322 Less accumulated amortization: Intellectual property (a)(b) (208,084) (187,767) Distribution rights (48,054) (44,319) Customer relationships (b) (57,950) (58,842) Developed technology and other (7,210) (6,276) Total accumulated amortization (321,298) (297,204) Intangible assets, net before currency translation 494,733 641,118 Currency translation (1,409) (1,267) $ 493,324 $ 639,851 (a) Intellectual property and accumulated depreciation attributable to CartiHeal totaling $410,200 and $11,327, respectively, were reclassified to long-term assets attributable to discontinued operations within the December 31, 2022 consolidated balance sheets. Refer to Note 3. Acquisitions and divestitures and Note 14. Discontinued operations for further details regarding the deconsolidation of CartiHeal. (b) The Company recorded an impairment loss of $78,615 for the nine months ended September 30, 2023 in the U.S. reporting segment of net intellectual property attributable to the TheraSkin and TheraGenesis products, which were sold in May 2023. The loss was recorded in impairment of assets within the consolidated condensed statements of operations and comprehensive loss. Refer to Refer to Note 3. Acquisitions and divestitures for further details regarding businesses held for sale. |
Schedule of Accrued Liabilities | Accrued liabilities consisted of the following as of: September 30, 2023 December 31, 2022 Gross-to-net deductions $ 69,631 $ 71,227 Bonus and commission 13,558 9,179 Compensation and benefits 7,499 11,428 Accrued interest 6,742 217 Income and other taxes 4,689 2,572 Other liabilities (a) 16,777 16,947 $ 118,896 $ 111,570 (a) Other liabilities attributable to CartiHeal of $384 were reclassified into current liabilities attributable to discontinued operations within December 31, 2022 consolidated balance sheets. Refer to Note 3. Acquisitions and divestitures and Note 14. Discontinued operations for further details. |
Acquisitions and divestitures (
Acquisitions and divestitures (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Business Combination and Asset Acquisition [Abstract] | |
Schedule of Business Acquisitions, by Acquisition | The fair value of consideration for the CartiHeal Acquisition was comprised of the following: Cash consideration $ 100,000 Transaction related costs 8,622 Subtotal of cash at closing 108,622 Deferred Amount 183,400 Sales Milestone 61,901 Fair value of previously held equity interest (a) 39,477 Total consideration $ 393,400 (a) Remeasurement of the Company’s equity method investment in CartiHeal, net of equity losses as a result of the purchase. The remeasurement included a gain of $23,709 calculated as the difference between the fair value and the carrying value of the Company’s investment in CartiHeal at the acquisition date and was recognized in other income during the third quarter of 2022 on the consolidated condensed statements of operations and comprehensive loss. The fair value was based upon: (i) the consideration transferred to members owning 89.97% of CartiHeal’s fully diluted shares; (ii) calculating the value of CartiHeal’s fully diluted shares based upon the transferred consideration; and (iii) applying the calculated value to the Company’s 10.03% ownership in CartiHeal’s fully diluted shares at the acquisition date. |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed | The following table summarizes the fair values of the assets acquired and liabilities assumed at the acquisition date: Fair value of consideration $ 393,400 Assets acquired and liabilities assumed: Cash and cash equivalents and restricted cash 3,781 Inventory 642 Prepaid and other current assets 552 Property and equipment 259 Intangibles 410,200 Investment and other assets 727 Accounts payable (18) Accrued liabilities (459) Other current liabilities (171) Deferred income taxes (79,863) Other liabilities (2,544) Net assets acquired 333,106 Resulting goodwill $ 60,294 |
Schedule of Finite-Lived and Indefinite-Lived Intangible Assets Acquired as Part of Business Combination | CartiHeal’s intangibles consisted of the following: Useful Life Fair Value Intellectual Property - US Segment 20 years $ 351,500 Intellectual Property - International Segment 8 years 58,700 $ 410,200 |
Financial instruments (Tables)
Financial instruments (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Debt Disclosure [Abstract] | |
Schedule of Long-term Debt Instruments | Long-term debt consisted of the following as of: September 30, 2023 December 31, 2022 Amended Term Loan due October 2026 (9.88% at September 30, 2023) $ 382,448 $ 420,712 Revolver due October 2025 (9.88% at September 30, 2023) 15,000 — Less: Current portion of long-term debt (19,584) (33,056) Unamortized debt issuance cost (998) (1,338) Unamortized discount (1,833) (1,308) $ 375,033 $ 385,010 |
Fair value measurements (Tables
Fair value measurements (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Fair Value Disclosures [Abstract] | |
Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis | The following table provides information for assets and liabilities measured at fair value on a recurring basis using Level 2 and Level 3 inputs: September 30, 2023 December 31, 2022 Total Level 3 Total Level 3 Liabilities: Deferred Amount - Current (a) $ — $ — $ 117,615 $ 117,615 Deferred Amount - Long Term (a) — — 79,269 79,269 CartiHeal contingent consideration- Sales Milestone (a) — — 67,251 67,251 Bioness contingent consideration 17,860 17,860 17,431 17,431 Total liabilities: $ 17,860 $ 17,860 $ 281,566 $ 281,566 (a) The Deferred Amount and contingent consideration attributable to CartiHeal have been reclassified to discontinued operations within the December 31, 2022 balance sheet. CartiHeal was fully deconsolidated during the first quarter of 2023. Refer to Note 3. Acquisitions and divestitures and Note 14. Discontinued operations for further details regarding the deconsolidation of CartiHeal. |
Schedule of Fair Value Measurement Inputs and Valuation Techniques | A summary of unobservable Level 3 inputs utilized for the above liabilities are as follows: Valuation Technique Unobservable inputs Range Bioness contingent consideration Discounted cash flow Payment discount rate 6.4% - 6.8% Payment period 2024 - 2025 |
Equity-based compensation (Tabl
Equity-based compensation (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Compensation And Employee Benefit Plans [Abstract] | |
Schedule of Nonvested Restricted Stock Units Activity | A summary of the RSU award activity for the nine months ended September 30, 2023 is as follows (number of units in thousands): Number of units Weighted-average grant-date fair value per unit Unvested at December 31, 2022 1,189 $ 11.96 Granted 2,030 2.35 Vested (396) 11.16 Forfeited or canceled (469) 8.77 Unvested at September 30, 2023 2,354 $ 4.44 |
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 nine months ended September 30, 2023 is shown in the following table. Risk-free interest rate 3.49% - 4.4% Expected dividend yield — % Expected stock price volatility 35.2% - 36.4% Expected life of stock options (years) 5.50 - 6.25 |
Schedule of Stock Options Roll Forward | A summary of stock option activity is as follows for the nine months ended September 30, 2023 (number of options in thousands): Number of options Weighted-average exercise price Weighted average remaining contractual term Aggregate intrinsic value Outstanding at December 31, 2022 8,910 $ 11.65 Granted 1,182 1.21 Exercised (65) 2.69 Forfeited or canceled (4,596) 12.44 Outstanding at September 30, 2023 5,431 8.82 7.09 years $ 2,179 Exercisable and vested at September 30, 2023 2,988 $ 9.82 5.71 years $ — |
Stockholders_ equity (Tables)
Stockholders’ equity (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Equity [Abstract] | |
Schedule of Other Ownership Interests | The following table summarizes the ownership interest in BV LLC as of September 30, 2023 and December 31, 2022 (number of units in thousands): September 30, 2023 December 31, 2022 LLC Interests Ownership % LLC Interests Ownership % Number of LLC Interests owned Bioventus Inc. 62,964 80.0 % 62,063 79.7 % Continuing LLC Owner 15,787 20.0 % 15,787 20.3 % Total 78,751 100.0 % 77,850 100.0 % |
Earnings per share (Tables)
Earnings per share (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
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 periods presented (amounts in thousands, except share and per share data): Three Months Ended Nine Months Ended September 30, 2023 October 1, 2022 September 30, 2023 October 1, 2022 Numerator: Net loss from continuing operations, net of tax $ (8,791) $ (101,035) $ (113,540) $ (123,174) Net loss attributable to noncontrolling interests — continuing operations 1,488 28,202 22,898 32,493 Net loss attributable to Bioventus Inc. Class A $ (7,303) $ (72,833) $ (90,642) $ (90,681) Numerator: Net loss from discontinued operations, net of tax $ — $ (44,663) $ (74,429) $ (45,344) Net loss attributable to noncontrolling interests — — 9,251 14,937 9,251 Net loss attributable to Bioventus Inc. Class A $ — $ (35,412) $ (59,492) $ (36,093) Denominator: Weighted-average shares of Class A common 62,824,318 61,674,254 62,494,686 61,208,941 Net loss per share of Class A common stock from $ (0.12) $ (1.18) $ (1.45) $ (1.48) Net loss per share of Class A common stock from — (0.58) (0.95) (0.59) Net loss per share of Class A common stock, $ (0.12) $ (1.76) $ (2.40) $ (2.07) |
Schedule of Antidilutive Securities | The following number of weighted-average potentially dilutive shares as of September 30, 2023 and October 1, 2022 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 Nine Months Ended September 30, 2023 October 1, 2022 September 30, 2023 October 1, 2022 LLC Interests held by Continuing LLC Owner (a) 15,786,737 15,786,737 15,786,737 15,786,737 Stock options 4,540,415 8,186,264 6,620,251 7,488,407 RSUs 448,715 910,521 928,817 605,212 Total 20,775,867 24,883,522 23,335,805 23,880,356 (a) Class A Shares reserved for future issuance upon redemption or exchange of LLC Interests by the Continuing LLC Owner. |
Restructuring costs (Tables)
Restructuring costs (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Restructuring and Related Activities [Abstract] | |
Schedule of Restructuring Reserve by Type of Cost | The Company’s restructuring charges and payments for plans related to businesses recently acquired comprised of the following: Employee severance and temporary labor costs Other charges Total Balance at December 31, 2022 $ 3,760 $ — $ 3,760 Expenses incurred 719 192 911 Payments made (3,113) (192) (3,305) Balance at September 30, 2023 $ 1,366 $ — $ 1,366 |
Commitments and contingencies (
Commitments and contingencies (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Lease, Cost | The components of lease cost were as follows: Three Months Ended Nine Months Ended September 30, 2023 October 1, 2022 September 30, 2023 October 1, 2022 Operating lease cost $ 1,041 $ 1,238 $ 3,120 $ 3,544 Short-term lease cost (a) 156 190 591 518 Financing lease cost: Amortization of finance lease assets 394 9 1,022 27 Interest on lease liabilities 230 1 596 3 Total lease cost $ 1,821 $ 1,438 $ 5,329 $ 4,092 (a) Includes variable lease cost and sublease income, which are immaterial. Supplemental cash flow information and non-cash activity related to leases were as follows: Nine Months Ended September 30, 2023 October 1, 2022 Cash paid for amounts included in measurement of lease liabilities: Operating cash flows from operating leases $ 3,675 $ 3,515 Operating cash flows from financing leases $ 644 $ 4 Financing cash flows from finance leases $ 334 $ 43 Right-of-use assets obtained in exchange for lease obligations: Operating lease obligations $ 275 $ 2,494 Financing lease obligations (a) $ 15,567 $ — (a) Financing lease obligations entered into during the nine months ended September 30, 2023 resulted from the Company’s agreement to lease a facility to expand its manufacturing operations and relocate from its current leased facilities in Memphis, Tennessee. The lease was entered into during November 2021 with occupancy starting in 2023. |
Schedule of Assets and Liabilities, Lessee | Supplemental balance sheet and other information related to leases were as follows: September 30, 2023 December 31, 2022 Operating lease assets (a) $ 14,298 $ 16,690 Operating lease liabilities- current (b) $ 3,990 $ 3,552 Operating lease liabilities- noncurrent (b) 11,478 14,355 Total operating lease liabilities $ 15,468 $ 17,907 Property, plant and equipment - net (finance leases) $ 14,672 $ 128 Finance lease liabilities - current $ 737 $ 55 Finance lease liabilities - noncurrent 10,581 76 Total financing lease liabilities $ 11,318 $ 131 Weighted average remaining lease term (years) for leases Operating leases 4.1 4.8 Finance leases 9.4 2.4 Weighted average discount rate for leases Operating leases 4.6 % 4.8 % Finance leases 8.1 % 3.3 % (a) Operating lease assets totaling $618 attributable to CartiHeal was reclassified to long-term assets attributable to discontinued operations within the December 31, 2022 consolidated balance sheets. Refer to Note 3. Acquisitions and divestitures and Note 14. Discontinued operations for further details regarding the deconsolidation of CartiHeal. (b) Operating lease liabilities-current totaling $176 and operating lease liabilities-noncurrent of $442 were reclassified into current liabilities attributable to discontinued operations and long-term liabilities attributable to discontinued operations, respectively, within the December 31, 2022 consolidated balance sheets. Refer to Note 3. Acquisitions and divestitures and Note 14. Discontinued operations for further details regarding the deconsolidation of CartiHeal. |
Revenue recognition (Tables)
Revenue recognition (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of Disaggregation of Revenue | The following table presents the Company’s net sales disaggregated by major products (Vertical) within each segment as follows: Three Months Ended Nine Months Ended September 30, 2023 October 1, 2022 September 30, 2023 October 1, 2022 U.S. Pain Treatments $ 48,416 $ 47,010 $ 145,028 $ 152,939 Restorative Therapies 24,855 38,096 89,187 102,475 Surgical Solutions 32,956 31,182 96,837 91,265 Total U.S. net sales 106,227 116,288 331,052 346,679 International Pain Treatments 5,274 5,090 16,629 15,128 Restorative Therapies 5,288 4,047 15,676 13,930 Surgical Solutions 4,005 3,237 13,565 10,546 Total International net sales 14,567 12,374 45,870 39,604 Total net sales $ 120,794 $ 128,662 $ 376,922 $ 386,283 |
Segments (Tables)
Segments (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Segment Reporting [Abstract] | |
Schedule of Reconciliation of Operating Profit (Loss) from Segments to Consolidated | The following table presents segment Adjusted EBITDA reconciled to loss before income taxes: Three Months Ended Nine Months Ended September 30, 2023 October 1, 2022 September 30, 2023 October 1, 2022 Segment Adjusted EBITDA U.S. $ 18,949 $ 19,917 $ 58,373 $ 44,245 International 2,786 2,006 8,471 7,179 Interest expense, net (10,115) (3,604) (30,396) (4,632) Depreciation and amortization (13,827) (13,593) (44,900) (38,456) Acquisition and related costs (1,424) (3,455) (4,047) (17,428) Restructuring and succession charges 26 (575) (911) (2,847) Equity compensation (1,833) (4,648) (947) (14,153) Financial restructuring costs (478) — (7,065) — Impairments of assets — — (78,615) — Impairment of goodwill — (124,697) — (124,697) Loss on disposal of a business (340) — (1,317) — Other items (1,935) (1,909) (11,351) (5,796) Loss before income taxes $ (8,191) $ (130,558) $ (112,705) $ (156,585) |
Discontinued Operations (Tables
Discontinued Operations (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Schedule of Balance Sheet and Statement of Operation | The following table summarizes CartiHeal’s major classes of assets and liabilities as reported on the consolidated condensed balance sheets as of December 31, 2022 as the balances were fully deconsolidated as of September 30, 2023: December 31, 2022 Carrying amounts of major classes of assets included as part of discontinued operations Cash $ 1,628 Restricted cash 23 Other receivables 350 Inventory 642 Prepaid and other current assets 134 Property and equipment, net 191 Goodwill 6,297 Intangible assets, net 398,873 Operating lease assets 618 Other assets 15 Total assets $ 408,771 Carrying amounts of major liabilities included as part of discontinued operations Accounts payable $ 852 Accrued liabilities 384 Current portion of deferred consideration 117,615 Other current liabilities 236 Deferred income taxes 79,863 Deferred consideration 79,269 Contingent consideration 67,251 Other long-term liabilities 2,528 Total liabilities $ 347,998 The following table summarizes the major income and expense line items of these discontinued operations, as reported in the consolidated statements of operations for the three and nine months ended September 30, 2023 and October 1, 2022: Three Months Ended Nine Months Ended September 30, 2023 October 1, 2022 September 30, 2023 October 1, 2022 Selling, general and administrative expense — 239 $ 1,728 $ 239 Research and development expense — 1,226 396 1,226 Change in fair value of contingent consideration (a) — 2,864 1,710 2,864 Depreciation and amortization (a) — 5,187 4,264 5,187 Impairments of assets — 64,500 — 64,500 Operating loss from discontinued operations — 74,016 8,098 74,016 Interest expense, net — 6,290 4,889 6,290 Other (income) expense (b) — (23,387) 61,442 (22,706) Other (income) expense — (17,097) 66,331 (16,416) Loss before income taxes — (56,919) (74,429) (57,600) Income tax benefit, net — (12,256) — (12,256) Net loss from discontinued operations — (44,663) (74,429) (45,344) Loss attributable to noncontrolling interest - — 9,251 14,937 9,251 Net loss attributable to Bioventus Inc. - $ — $ (35,412) $ (59,492) $ (36,093) (a) Depreciation and amortization and the change in fair value of contingent consideration represents the significant operating non-cash items of discontinued operations. (b) Other expense includes the $60,639 loss on deconsolidation, of which $10,150 was attributable to non-refundable payments. |
Organization - Narrative (Detai
Organization - Narrative (Details) | Sep. 30, 2023 employee |
BV LLC | |
Class of Stock [Line Items] | |
Number of employees | 970 |
Organization - Schedule of Erro
Organization - Schedule of Error Corrections and Prior Period Adjustments (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Jul. 01, 2023 | Dec. 31, 2022 | Oct. 01, 2022 | Jul. 02, 2022 | Dec. 31, 2021 |
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||||
Deferred income taxes | $ 0 | $ 2,248 | $ 59,651 | |||
Total liabilities | 584,648 | 960,427 | 618,206 | |||
Additional paid-in capital | 492,493 | 490,576 | 473,318 | |||
Noncontrolling interest | 48,927 | 86,984 | 140,686 | |||
Stockholders' equity | $ 226,456 | $ 233,341 | 412,222 | $ 451,036 | $ 592,080 | 607,656 |
As Previously Reported | ||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||||
Deferred income taxes | 74,138 | 133,518 | ||||
Total liabilities | 1,032,317 | 692,073 | ||||
Additional paid-in capital | 481,919 | 465,272 | ||||
Noncontrolling interest | 23,751 | 74,865 | ||||
Stockholders' equity | 340,332 | 533,789 | ||||
Adjustments | ||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||||
Deferred income taxes | (71,890) | (73,867) | ||||
Total liabilities | (71,890) | (73,867) | ||||
Additional paid-in capital | 8,657 | 8,046 | ||||
Noncontrolling interest | 63,233 | 65,821 | ||||
Stockholders' equity | 71,890 | 73,867 | ||||
Adjustments | Equity Rebalancing | ||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||||
Additional paid-in capital | (65,821) | (65,821) | ||||
Noncontrolling interest | 65,821 | 65,821 | ||||
Adjustments | Error Correction in Calculation of Deferred Tax Assets | ||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||||
Deferred income taxes | (73,867) | (73,867) | ||||
Additional paid-in capital | 73,867 | $ 73,867 | ||||
Adjustments | Equity Rebalancing for Issuance of Stock Through Equity Plans | ||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||||
Additional paid-in capital | 2,588 | |||||
Noncontrolling interest | 2,588 | |||||
Adjustments | Deferred Tax Impact For 2022 | ||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||||
Deferred income taxes | 1,977 | |||||
Additional paid-in capital | (1,977) | |||||
Deferred income taxes | $ 79,863 |
Balance sheet information - Sch
Balance sheet information - Schedule of Accounts Receivable (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Accounts receivable | $ 117,935 | $ 143,317 |
Less: Allowance for credit losses | (5,036) | (7,022) |
Accounts receivable, net | $ 112,899 | 136,295 |
Discontinued Operations, Held-for-sale | CartiHeal Ltd | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Other receivables | $ 350 |
Balance sheet information - Com
Balance sheet information - Components of Accounts Receivable (Narrative) (Details) | 9 Months Ended |
Sep. 30, 2023 | |
Accounts Receivable | Customer | Customer One | |
Concentration Risk [Line Items] | |
Concentration risk percentage | 15.40% |
Balance sheet information - S_2
Balance sheet information - Schedule of Accounts Receivable, Allowance for Credit Loss (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Oct. 01, 2022 | Sep. 30, 2023 | Oct. 01, 2022 | |
Accounts Receivable, Allowance for Credit Loss [Roll Forward] | ||||
Beginning balance | $ (7,141) | $ (5,292) | $ (7,022) | $ (3,402) |
Benefit (provision) for expected credit losses | 1,335 | (1,369) | 695 | (3,874) |
Write-offs | 1,298 | 1,082 | 2,352 | 1,907 |
Recoveries | (528) | (265) | (1,491) | (475) |
Disposition | 0 | 0 | 430 | 0 |
Ending balance | $ (5,036) | $ (5,844) | $ (5,036) | $ (5,844) |
Balance sheet information - S_3
Balance sheet information - Schedule of Inventory (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Goodwill [Line Items] | ||
Raw materials and supplies | $ 26,432 | $ 19,133 |
Finished goods | 75,003 | 67,484 |
Gross | 101,435 | 86,617 |
Excess and obsolete reserves | (3,872) | (1,851) |
Inventory, net | $ 97,563 | 84,766 |
Discontinued Operations, Held-for-sale | CartiHeal Ltd | ||
Goodwill [Line Items] | ||
Finished goods | $ 642 |
Balance sheet information - S_4
Balance sheet information - Schedule of Prepaid and Other Current Assets (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Prepaid taxes | $ 2,130 | $ 4,442 |
Prepaid and other current assets | 10,033 | 14,109 |
Prepaid and other current assets | $ 12,163 | 18,551 |
Discontinued Operations, Held-for-sale | CartiHeal Ltd | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Prepaid and other current assets | $ 134 |
Balance sheet information - Pro
Balance sheet information - Property, Plant & Equipment, Net (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended |
Sep. 30, 2023 | Sep. 30, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Loss on disposal of fixed assets | $ 1,064 | $ 1,064 |
Balance sheet information - S_5
Balance sheet information - Schedule of Intangible Assets (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2023 | Dec. 31, 2022 | |
Finite-Lived Intangible Assets [Line Items] | ||
Carrying amount | $ 816,031 | $ 938,322 |
Total accumulated amortization | (321,298) | (297,204) |
Intangible assets, net before currency translation | 494,733 | 641,118 |
Currency translation | (1,409) | (1,267) |
Intangible assets, net | 493,324 | 639,851 |
Intellectual Property | ||
Finite-Lived Intangible Assets [Line Items] | ||
Carrying amount | 677,258 | 790,049 |
Total accumulated amortization | (208,084) | (187,767) |
Intellectual Property | Discontinued Operations, Held-for-sale | ||
Finite-Lived Intangible Assets [Line Items] | ||
Impairment of intangible assets | 78,615 | |
Intellectual Property | Discontinued Operations, Held-for-sale | CartiHeal Ltd | ||
Finite-Lived Intangible Assets [Line Items] | ||
Total accumulated amortization | (11,327) | |
Intangible assets, net | 410,200 | |
Distribution rights | ||
Finite-Lived Intangible Assets [Line Items] | ||
Carrying amount | 61,325 | 61,325 |
Total accumulated amortization | (48,054) | (44,319) |
Customer relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Carrying amount | 57,950 | 67,450 |
Total accumulated amortization | (57,950) | (58,842) |
IPR&D | ||
Finite-Lived Intangible Assets [Line Items] | ||
Carrying amount | 5,500 | 5,500 |
Developed technology and other | ||
Finite-Lived Intangible Assets [Line Items] | ||
Carrying amount | 13,998 | 13,998 |
Total accumulated amortization | $ (7,210) | $ (6,276) |
Balance sheet information - Int
Balance sheet information - Intangibles (Narrative) (Details) $ in Thousands | Sep. 30, 2023 USD ($) |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Expected future amortization, remainder of fiscal year | $ 6,907 |
Expected future amortization, year one | 26,590 |
Expected future amortization, year two | 23,939 |
Expected future amortization, year three | 20,461 |
Expected future amortization, year four | $ 20,109 |
Balance sheet information - Goo
Balance sheet information - Goodwill (Narrative) (Details) | 3 Months Ended | 9 Months Ended | ||||
Feb. 27, 2023 USD ($) | Sep. 30, 2023 USD ($) | Oct. 01, 2022 USD ($) | Sep. 30, 2023 USD ($) reporting_unit | Oct. 01, 2022 USD ($) | Dec. 31, 2022 USD ($) | |
Goodwill [Line Items] | ||||||
Number of reporting units | reporting_unit | 2 | |||||
Goodwill | $ 7,462,000 | $ 7,462,000 | $ 7,462,000 | |||
Impairments of assets | 0 | $ 124,697,000 | 78,615,000 | $ 124,697,000 | ||
Loss from discontinued operations, net of tax | $ 60,639,000 | |||||
Accumulated goodwill impairment loss | 0 | 0 | $ 0 | |||
Discontinued Operations, Held-for-sale | CartiHeal Ltd | ||||||
Goodwill [Line Items] | ||||||
Goodwill | $ 6,297,000 | $ 6,297,000 | ||||
U.S. | ||||||
Goodwill [Line Items] | ||||||
Goodwill impairment loss | 189,197,000 | 189,197,000 | ||||
Impairments of assets | 124,697,000 | 124,697,000 | ||||
Loss from discontinued operations, net of tax | $ 64,500,000 | $ 64,500,000 |
Balance sheet information - S_6
Balance sheet information - Schedule of Accrued Liabilities (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Gross-to-net deductions | $ 69,631 | $ 71,227 |
Bonus and commission | 13,558 | 9,179 |
Compensation and benefits | 7,499 | 11,428 |
Accrued interest | 6,742 | 217 |
Income and other taxes | 4,689 | 2,572 |
Other liabilities | 16,777 | 16,947 |
Accrued liabilities | $ 118,896 | 111,570 |
Discontinued Operations, Held-for-sale | CartiHeal Ltd | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Other liabilities | $ 384 |
Acquisitions and divestitures -
Acquisitions and divestitures - Narrative (Details) | 3 Months Ended | 9 Months Ended | |||||||||
May 22, 2023 USD ($) | Feb. 27, 2023 USD ($) | Feb. 13, 2023 USD ($) | Jul. 12, 2022 USD ($) tranche | Sep. 30, 2023 USD ($) | Oct. 01, 2022 USD ($) | Sep. 30, 2023 USD ($) | Oct. 01, 2022 USD ($) | Jun. 30, 2022 USD ($) | Dec. 31, 2021 USD ($) | Aug. 31, 2021 USD ($) | |
Business Acquisition [Line Items] | |||||||||||
Deferral period | 18 months | ||||||||||
Loss on deconsolidation | $ (60,639,000) | $ (60,639,000) | $ 60,639,000 | $ (60,639,000) | |||||||
Payments on long-term debt | $ 30,000,000 | ||||||||||
Impairments of assets | 0 | 124,697,000 | 78,615,000 | 124,697,000 | |||||||
Loss from discontinued operations, net of tax | $ 60,639,000 | ||||||||||
U.S. | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Impairments of assets | 124,697,000 | 124,697,000 | |||||||||
Loss from discontinued operations, net of tax | 64,500,000 | 64,500,000 | |||||||||
Elron | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Litigation settlement, amount awarded to other party | 150,000 | ||||||||||
CartiHeal Ltd | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Litigation settlement, amount awarded to other party | $ 10,000,000 | ||||||||||
CartiHeal Ltd | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Loss from equity method investments | $ 322,000 | $ 1,003,000 | |||||||||
Series G Preferred Stock | CartiHeal Ltd | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Investments | $ 15,768,000 | $ 16,771,000 | |||||||||
CartiHeal Ltd | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Percentage of business acquired | 100% | ||||||||||
Business combination, consideration transferred | $ 315,000,000 | ||||||||||
Payments to acquire businesses, gross | 100,000,000 | ||||||||||
Escrow deposit | 50,000,000 | $ 50,000,000 | |||||||||
Transaction related fees and expenses | $ 8,622,000 | ||||||||||
Number of tranches | tranche | 5 | ||||||||||
Business acquisition, percentage of shares transferred to trustee | 100% | ||||||||||
CartiHeal Ltd | U.S. | Intellectual Property | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Goodwill expected tax deductible amount | 55,295,000 | 55,295,000 | |||||||||
CartiHeal Ltd | International | Intellectual Property | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Goodwill expected tax deductible amount | 4,999,000 | 4,999,000 | |||||||||
CartiHeal Ltd | Call Option | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Percentage of business acquired | 100% | ||||||||||
CartiHeal Ltd | Put Option | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Percentage of business acquired | 100% | ||||||||||
CartiHeal Ltd | Line of Credit | Term Loan Facility | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Financing arrangement | $ 50,000,000 | ||||||||||
CartiHeal Ltd | Sales Milestone | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Business combination, contingent consideration, liability | 135,000,000 | ||||||||||
CartiHeal Ltd | Deferred Consideration | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Business combination, contingent consideration, liability | 215,000,000 | ||||||||||
CartiHeal Ltd | Deferred Amount Payable by July 1 2023 | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Business combination, contingent consideration, liability | 50,000,000 | ||||||||||
Payment for contingent consideration liability | $ 50,000,000 | ||||||||||
CartiHeal Ltd | Deferred Amount Payable by September 1 2023 | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Business combination, contingent consideration, liability | 50,000,000 | ||||||||||
CartiHeal Ltd | Deferred Amount Payable by January 1 2025 | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Business combination, contingent consideration, liability | 25,000,000 | ||||||||||
CartiHeal Ltd | Deferred Amount Payable by January 1 2026 | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Business combination, contingent consideration, liability | 25,000,000 | ||||||||||
CartiHeal Ltd | Deferred Amount Payable by January 1 2027 | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Business combination, contingent consideration, liability | $ 65,000,000 | ||||||||||
CartiHeal Ltd | Deferred Amount | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Deferred amount interest rate (in percent) | 8% | ||||||||||
CartiHeal Ltd | Trailing Twelve Month Sales | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Business combination, contingent consideration, liability | $ 75,000,000 | ||||||||||
Wound Business | Disposed of by Sale | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Cash consideration | 84,897,000 | ||||||||||
Closing amount | 34,897,000 | ||||||||||
Deferred amount | 5,000,000 | ||||||||||
Earn-out payments | 45,000,000 | ||||||||||
Transactional fees | 3,880,000 | ||||||||||
Loss on deconsolidation | $ 340,000 | 1,317,000 | |||||||||
Impairments of assets | 78,615,000 | ||||||||||
Impairment charges, after tax | $ 63,337,000 | ||||||||||
Wound Business | Disposed of by Sale | 2024 Earn-Out Payment | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Net revenue threshold, minimum limit | 54,300,000 | ||||||||||
Net revenue threshold, maximum limit | 54,300,000 | ||||||||||
Wound Business | Disposed of by Sale | 2025 Earn-Out Payment | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Net revenue threshold, minimum limit | 55,760,000 | ||||||||||
Net revenue threshold, maximum limit | 69,700,000 | ||||||||||
Wound Business | Disposed of by Sale | 2026 Earn-Out Payment | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Net revenue threshold, minimum limit | 66,960,000 | ||||||||||
Net revenue threshold, maximum limit | 83,700,000 | ||||||||||
Wound Business | Disposed of by Sale | Earn-Out Payment, Net Revenue Threshold One | 2024 Earn-Out Payment | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Earn-out payments | 5,000,000 | ||||||||||
Wound Business | Disposed of by Sale | Earn-Out Payment, Net Revenue Threshold One | 2025 Earn-Out Payment | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Earn-out payments | 20,000,000 | ||||||||||
Wound Business | Disposed of by Sale | Earn-Out Payment, Net Revenue Threshold One | 2026 Earn-Out Payment | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Earn-out payments | 20,000,000 | ||||||||||
Wound Business | Disposed of by Sale | Earn-Out Payment, Net Revenue Threshold Two | 2024 Earn-Out Payment | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Earn-out payments | 0 | ||||||||||
Wound Business | Disposed of by Sale | Earn-Out Payment, Net Revenue Threshold Two | 2025 Earn-Out Payment | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Earn-out payments | 10,000,000 | ||||||||||
Wound Business | Disposed of by Sale | Earn-Out Payment, Net Revenue Threshold Two | 2026 Earn-Out Payment | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Earn-out payments | 10,000,000 | ||||||||||
Wound Business | Disposed of by Sale | Earn-Out Payment, Net Revenue Threshold Three | 2025 Earn-Out Payment | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Earn-out payments | 0 | ||||||||||
Wound Business | Disposed of by Sale | Earn-Out Payment, Net Revenue Threshold Three | 2026 Earn-Out Payment | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Earn-out payments | $ 0 |
Acquisitions and divestitures_2
Acquisitions and divestitures - Schedule of Business Acquisitions, by Acquisition (Details) - CartiHeal Ltd - USD ($) $ in Thousands | 3 Months Ended | ||
Jul. 12, 2022 | Oct. 01, 2022 | Jul. 11, 2022 | |
Business Acquisition [Line Items] | |||
Cash consideration | $ 100,000 | ||
Total consideration | $ 393,400 | ||
Remeasurement gain | $ 23,709 | ||
Contingent consideration transferred percentage | 89.97% | ||
Estimate of Fair Value Measurement | |||
Business Acquisition [Line Items] | |||
Cash consideration | $ 100,000 | ||
Transaction related costs | 8,622 | ||
Subtotal of cash at closing | 108,622 | ||
Fair value of previously held equity interest | 39,477 | ||
Total consideration | 393,400 | ||
CartiHeal Ltd | |||
Business Acquisition [Line Items] | |||
Equity method investment, ownership percentage | 10.03% | ||
Deferred Amount | Estimate of Fair Value Measurement | |||
Business Acquisition [Line Items] | |||
Contingent consideration | 183,400 | ||
Sales Milestone | |||
Business Acquisition [Line Items] | |||
Contingent consideration | 135,000 | ||
Sales Milestone | Estimate of Fair Value Measurement | |||
Business Acquisition [Line Items] | |||
Contingent consideration | $ 61,901 |
Acquisitions and divestitures_3
Acquisitions and divestitures - Schedule of Recognized Identified Assets Acquired and Liabilities Assumed (Details) - USD ($) $ in Thousands | Jul. 12, 2022 | Sep. 30, 2023 | Dec. 31, 2022 |
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Net [Abstract] | |||
Resulting goodwill | $ 7,462 | $ 7,462 | |
CartiHeal Ltd | |||
Business Acquisition [Line Items] | |||
Fair value of consideration | $ 393,400 | ||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Net [Abstract] | |||
Cash and cash equivalents and restricted cash | 3,781 | ||
Inventory | 642 | ||
Prepaid and other current assets | 552 | ||
Property and equipment | 259 | ||
Intangibles | 410,200 | ||
Investment and other assets | 727 | ||
Accounts payable | (18) | ||
Accrued liabilities | (459) | ||
Other current liabilities | (171) | ||
Deferred income taxes | (79,863) | ||
Other liabilities | (2,544) | ||
Net assets acquired | 333,106 | ||
Resulting goodwill | $ 60,294 |
Acquisitions and divestitures_4
Acquisitions and divestitures - Schedule of Finite-Lived and Indefinite-Lived Intangible Assets Acquired as Part of Business Combination (Details) - CartiHeal Ltd $ in Thousands | Jul. 12, 2022 USD ($) |
Business Acquisition [Line Items] | |
Fair Value | $ 410,200 |
Intellectual Property | US Segment | |
Business Acquisition [Line Items] | |
Useful Life | 20 years |
Fair Value | $ 351,500 |
Intellectual Property | International Segment | |
Business Acquisition [Line Items] | |
Useful Life | 8 years |
Fair Value | $ 58,700 |
Financial instruments - Schedul
Financial instruments - Schedule Of Long-Term Debt Instruments (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Debt Instrument [Line Items] | ||
Current portion of long-term debt | $ (19,584) | $ (33,056) |
Unamortized debt issuance cost | (998) | (1,338) |
Unamortized discount | (1,833) | (1,308) |
Long-term debt, less current portion | 375,033 | 385,010 |
Revolving Credit Facility | ||
Debt Instrument [Line Items] | ||
Long-term debt, gross | $ 15,000 | 0 |
Effective interest rate | 9.88% | |
Term Loan | ||
Debt Instrument [Line Items] | ||
Long-term debt, gross | $ 382,448 | $ 420,712 |
Effective interest rate | 9.88% |
Financial instruments - Narrati
Financial instruments - Narrative (Details) | 3 Months Ended | 9 Months Ended | |||||||||
Oct. 28, 2022 USD ($) | Jul. 11, 2022 USD ($) | Sep. 30, 2023 USD ($) derivative | Jul. 01, 2023 USD ($) | Oct. 01, 2022 USD ($) | Sep. 30, 2023 USD ($) derivative | Oct. 01, 2022 USD ($) | Mar. 31, 2023 USD ($) | Dec. 31, 2022 USD ($) | Oct. 29, 2021 USD ($) | Dec. 06, 2019 USD ($) | |
Debt Instrument [Line Items] | |||||||||||
Borrowing on revolver | $ 64,000,000 | $ 25,000,000 | |||||||||
Deferred financing costs | $ 998,000 | 998,000 | $ 1,338,000 | ||||||||
Original issue discount | $ 1,833,000 | $ 1,833,000 | 1,308,000 | ||||||||
Interest Rate Swap | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Number of interest rate swap agreements | derivative | 1 | 1 | |||||||||
Received settlement | $ 7,738,000 | ||||||||||
Interest income, net | $ 2,222,000 | 6,418,000 | |||||||||
Term Loan | Level 2 | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Long-term debt, fair value | $ 378,146,000 | $ 378,146,000 | |||||||||
Secured Debt | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Debt instrument, covenant, liquidity, minimum | $ 10,000,000 | ||||||||||
Line of Credit | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Gain (loss) on debt retirement | 0 | ||||||||||
Line of Credit | Revolving Credit Facility | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Revolving credit facility, borrowing capacity | $ 50,000,000 | ||||||||||
Outstanding borrowings on line of credit | 15,000,000 | 15,000,000 | $ 0 | ||||||||
Line of Credit | Secured Debt | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Debt instrument, face amount | $ 200,000,000 | ||||||||||
Line of Credit | Secured Debt | Term Loan Facility, July 2022 | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Borrowing on revolver | $ 80,000,000 | ||||||||||
Debt issuance costs, gross | 3,661,000 | 3,661,000 | |||||||||
Amortization of debt issuance costs | 1,617,000 | ||||||||||
Deferred financing costs | 2,044,000 | 2,044,000 | |||||||||
Line of Credit | Secured Debt | Term Loan Facilities | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Deferred financing costs | 998,000 | 998,000 | |||||||||
Long-term debt | 379,617,000 | 379,617,000 | |||||||||
Original issue discount | 1,833,000 | 1,833,000 | |||||||||
Repayments of medium-term notes | $ 30,000,000 | ||||||||||
Interest expense, debt | $ 262,000 | $ 203,000 | $ 1,400,000 | $ 610,000 | |||||||
Line of Credit | Secured Debt | Term Loan | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Debt instrument, face amount | $ 360,750,000 |
Fair value measurements - Sched
Fair value measurements - Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 | Jul. 12, 2022 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Contingent consideration | $ 17,860 | $ 17,431 | |
CartiHeal Ltd | Sales Milestone | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Business combination, contingent consideration, liability | $ 135,000 | ||
Fair Value, Recurring | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Total liabilities: | 17,860 | 281,566 | |
Fair Value, Recurring | CartiHeal Ltd | Deferred Amount | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Current portion of deferred consideration | 0 | 117,615 | |
Contingent consideration | 0 | 79,269 | |
Fair Value, Recurring | CartiHeal Ltd | Sales Milestone | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Business combination, contingent consideration, liability | 0 | 67,251 | |
Fair Value, Recurring | Bioness, Inc | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Business combination, contingent consideration, liability | 17,860 | 17,431 | |
Fair Value, Recurring | Level 3 | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Total liabilities: | 17,860 | 281,566 | |
Fair Value, Recurring | Level 3 | CartiHeal Ltd | Deferred Amount | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Current portion of deferred consideration | 0 | 117,615 | |
Contingent consideration | 0 | 79,269 | |
Fair Value, Recurring | Level 3 | CartiHeal Ltd | Sales Milestone | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Business combination, contingent consideration, liability | 0 | 67,251 | |
Fair Value, Recurring | Level 3 | Bioness, Inc | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Business combination, contingent consideration, liability | $ 17,860 | $ 17,431 |
Fair value measurements - Sch_2
Fair value measurements - Schedule of Fair Value Measurement Inputs and Valuation Techniques (Details) - Level 3 - Valuation Technique, Discounted Cash Flow - Payment discount rate - Bioness contingent consideration | Sep. 30, 2023 |
Minimum | |
Business Acquisition [Line Items] | |
Payment discount rate | 0.064 |
Maximum | |
Business Acquisition [Line Items] | |
Payment discount rate | 0.068 |
Fair value measurements - Narra
Fair value measurements - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Oct. 01, 2022 | Sep. 30, 2023 | Oct. 01, 2022 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||||
Change in fair value of contingent consideration | $ (98) | $ 278 | $ 429 | $ 820 |
Bioness, Inc | ||||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||||
Change in fair value of contingent consideration | $ (98) | $ 278 | 429 | $ 820 |
Carti Heal | ||||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||||
Change in fair value of contingent consideration | 1,710 | |||
Contingent consideration liability written off for deconsolidation | $ 68,961 |
Equity-based compensation - Nar
Equity-based compensation - Narrative (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Oct. 01, 2022 | Sep. 30, 2023 | Oct. 01, 2022 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Unamortized compensation expense, options | $ 6,861,000 | $ 6,861,000 | ||
RSUs | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Unamortized compensation expense, RSUs | $ 7,910,000 | $ 7,910,000 | ||
Compensation expense net yet amortized, period for recognition | 2 years 7 days | |||
RSUs | Minimum | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Vesting period | 1 year | |||
RSUs | Maximum | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Vesting period | 4 years | |||
Stock options | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Compensation expense net yet amortized, period for recognition | 5 years 5 months 19 days | |||
Expiration period | 10 years | |||
Weighted-average fair value of stock options granted (in dollars per share) | $ 0.50 | |||
Stock options | Minimum | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Vesting period | 1 year | 1 year | ||
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] | ||||
Number of shares available to be awarded (in shares) | 963,926 | 963,926 | ||
Equity compensation | $ 99,000 | $ 136,000 | $ 292,000 | $ 388,000 |
Number of shares issued (in shares) | 93,092 | 69,334 | 460,019 | 172,153 |
2021 and 2023 Plan | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Equity compensation | $ 1,734,000 | $ 4,512,000 | $ 655,000 | $ 13,765,000 |
Income tax benefit | $ 0 | $ 23,000 | $ 0 | $ 2,313,000 |
Common Class A | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Common stock closing price, (in dollars per share) | $ 3.30 | $ 3.30 | ||
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) | 14,781,895 | 14,781,895 | ||
Number of shares available to be awarded (in shares) | 7,658,566 | 7,658,566 | ||
Common Class A | 2023 Plan | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Number of shares authorized to be awarded (in shares) | 600,000 | 600,000 | ||
Number of shares available to be awarded (in shares) | 49,200 | 49,200 |
Equity-based compensation - Sch
Equity-based compensation - Schedule of Nonvested Restricted Stock Units Activity (Details) - RSUs shares in Thousands | 9 Months Ended |
Sep. 30, 2023 $ / shares shares | |
Number of units | |
Beginning balance (in shares) | shares | 1,189 |
Granted (in shares) | shares | 2,030 |
Vested (in shares) | shares | (396) |
Forfeited/canceled (in shares) | shares | (469) |
Ending balance (in shares) | shares | 2,354 |
Weighted-average grant-date fair value per unit | |
Beginning balance (in dollars per share) | $ / shares | $ 11.96 |
Granted (in dollars per share) | $ / shares | 2.35 |
Vested (in dollars per share) | $ / shares | 11.16 |
Forfeited/canceled (in dollars per share) | $ / shares | 8.77 |
Ending balance (in dollars per share) | $ / shares | $ 4.44 |
Equity-based compensation - S_2
Equity-based compensation - Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions (Details) - Stock options | 9 Months Ended |
Sep. 30, 2023 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Risk-free interest rate, minimum | 3.49% |
Risk-free interest rate, maximum | 4.40% |
Expected dividend yield | 0% |
Expected stock price volatility, minimum | 35.20% |
Expected stock price volatility, maximum | 36.40% |
Minimum | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Expected life of stock options (years) | 5 years 6 months |
Maximum | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Expected life of stock options (years) | 6 years 3 months |
Equity-based compensation - S_3
Equity-based compensation - Schedule of Stock Options Roll Forward (Details) $ / shares in Units, shares in Thousands, $ in Thousands | 9 Months Ended |
Sep. 30, 2023 USD ($) $ / shares shares | |
Number of options | |
Beginning balance (in shares) | shares | 8,910 |
Granted (in shares) | shares | 1,182 |
Exercised (in shares) | shares | (65) |
Forfeited/canceled (in shares) | shares | (4,596) |
Ending balance (in shares) | shares | 5,431 |
Exercisable and vested (in shares) | shares | 2,988 |
Weighted-average exercise price | |
Beginning balance (in dollars per share) | $ / shares | $ 11.65 |
Granted (in dollars per share) | $ / shares | 1.21 |
Exercised (in dollars per share) | $ / shares | 2.69 |
Forfeited/canceled (in dollars per share) | $ / shares | 12.44 |
Ending balance (in dollars per share) | $ / shares | 8.82 |
Exercisable and vested (in dollars per share) | $ / shares | $ 9.82 |
Outstanding, weighted average remaining contractual term | 7 years 1 month 2 days |
Exercisable and vested (in years) | 5 years 8 months 15 days |
Options outstanding, Aggregate intrinsic value | $ | $ 2,179 |
Exercisable and vested | $ | $ 0 |
Stockholders_ equity - Narrativ
Stockholders’ equity - Narrative (Details) | 9 Months Ended | ||
Feb. 16, 2021 entity $ / shares shares | Sep. 30, 2023 vote $ / shares shares | Dec. 31, 2022 $ / shares shares | |
Class of Stock [Line Items] | |||
Price per share in public offering (in dollars per share) | $ / shares | $ 13 | ||
Preferred stock, shares authorized (in shares) | 10,000,000 | 10,000,000 | 10,000,000 |
Length of board of directors term | 3 years | ||
Shares issued or issuable, redemption of LLC interest ratio | 1 | ||
BV LLC | |||
Class of Stock [Line Items] | |||
Number of LLC interest held (in shares) | 31,838,589 | ||
Common Class A | |||
Class of Stock [Line Items] | |||
Shares issued or issuable, required stock to LLC interest ratio | 1 | ||
Common stock, shares authorized (in shares) | 250,000,000 | 250,000,000 | 250,000,000 |
Common stock, par value (in dollars per share) | $ / shares | $ 0.001 | $ 0.001 | $ 0.001 |
Number of votes per common share | vote | 1 | ||
Common Class A | BV LLC | |||
Class of Stock [Line Items] | |||
Number of entities acquired | entity | 10 | ||
Number of shares issued in acquisition (in shares) | 31,838,589 | ||
Common Class A | Public Offering | |||
Class of Stock [Line Items] | |||
Number of shares issued in public offering (in shares) | 9,200,000 | ||
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] | |||
Shares issued or issuable, required stock to LLC interest ratio | 1 | 1 | |
Number of shares cancelled (in shares) | 31,838,589 | ||
Common stock, shares authorized (in shares) | 50,000,000 | 50,000,000 | 50,000,000 |
Common stock, par value (in dollars per share) | $ / shares | $ 0.001 | $ 0.001 | $ 0.001 |
Cancellation ratio, required stock to LLC interest ratio | 1 |
Stockholders_ equity - Schedule
Stockholders’ equity - Schedule of Other Ownership Interests (Details) - BV LLC - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Class of Stock [Line Items] | ||
LLC Interests | $ 62,964 | $ 62,063 |
Ownership % | 80% | 79.70% |
Continuing LLC Owner | ||
Class of Stock [Line Items] | ||
LLC Interests | $ 15,787 | $ 15,787 |
Ownership % | 20% | 20.30% |
Bioventus and Continuing LLC Owner | ||
Class of Stock [Line Items] | ||
LLC Interests | $ 78,751 | $ 77,850 |
Ownership % | 100% | 100% |
Earnings per share - Schedule o
Earnings per share - Schedule of Earnings Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Oct. 01, 2022 | Sep. 30, 2023 | Oct. 01, 2022 | |
Numerator: | ||||
Net loss from continuing operations, net of tax | $ (8,791) | $ (101,035) | $ (113,540) | $ (123,174) |
Net loss attributable to noncontrolling interests — continuing operations | 1,488 | 28,202 | 22,898 | 32,493 |
Net loss attributable to Bioventus Inc. Class A common stockholders — continuing operations | (7,303) | (72,833) | (90,642) | (90,681) |
Loss from discontinued operations, net of tax | 0 | (44,663) | (74,429) | (45,344) |
Loss attributable to noncontrolling interest - discontinued operations | 0 | 9,251 | 14,937 | 9,251 |
Net loss attributable to Bioventus Inc. Class A common stockholders — discontinued operations | $ 0 | $ (35,412) | $ (59,492) | $ (36,093) |
Denominator: | ||||
Weighted-average shares of Class A common stock outstanding - basic (in shares) | 62,824,318 | 61,674,254 | 62,494,686 | 61,208,941 |
Weighted-average shares of Class A common stock outstanding - diluted (in shares) | 62,824,318 | 61,674,254 | 62,494,686 | 61,208,941 |
Net loss per share of Class A common stock from continuing operations, diluted (in dollars per share) | $ (0.12) | $ (1.18) | $ (1.45) | $ (1.48) |
Net loss per share of Class A common stock from continuing operations, basic (in dollars per share) | (0.12) | (1.18) | (1.45) | (1.48) |
Net loss per share of Class A common stock from discontinuing operations, diluted (in dollars per share) | 0 | (0.58) | (0.95) | (0.59) |
Net loss per share of Class A common stock from discontinuing operations, basic (in dollars per share) | 0 | (0.58) | (0.95) | (0.59) |
Net loss per share of class A common stock, basic (in dollars per share) | (0.12) | (1.76) | (2.40) | (2.07) |
Net loss per share of class A common stock, diluted (in dollars per share) | $ (0.12) | $ (1.76) | $ (2.40) | $ (2.07) |
Earnings per share - Schedule_2
Earnings per share - Schedule of Antidilutive Securities (Details) - shares | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Oct. 01, 2022 | Sep. 30, 2023 | Oct. 01, 2022 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities (in shares) | 20,775,867 | 24,883,522 | 23,335,805 | 23,880,356 |
LLC Interests | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities (in shares) | 15,786,737 | 15,786,737 | 15,786,737 | 15,786,737 |
Stock options | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities (in shares) | 4,540,415 | 8,186,264 | 6,620,251 | 7,488,407 |
RSUs | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities (in shares) | 448,715 | 910,521 | 928,817 | 605,212 |
Restructuring costs - Schedule
Restructuring costs - Schedule of Restructuring Reserve by Type of Cost (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2023 | Oct. 01, 2022 | Sep. 30, 2023 | Oct. 01, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Restructuring Reserve [Roll Forward] | ||||||
Beginning balance | $ 3,760 | |||||
Expenses incurred | $ (26) | $ 575 | 911 | $ 2,159 | ||
Payments made | (3,305) | |||||
Ending balance | 1,366 | 1,366 | $ 3,760 | |||
Employee severance and temporary labor costs | ||||||
Restructuring Reserve [Roll Forward] | ||||||
Beginning balance | 3,760 | |||||
Expenses incurred | 719 | |||||
Payments made | (3,113) | |||||
Ending balance | 1,366 | 1,366 | 3,760 | |||
Other charges | ||||||
Restructuring Reserve [Roll Forward] | ||||||
Beginning balance | 0 | |||||
Expenses incurred | 192 | |||||
Payments made | (192) | |||||
Ending balance | 0 | 0 | 0 | |||
Restructuring Plan of 2022 | ||||||
Restructuring Reserve [Roll Forward] | ||||||
Expenses incurred | (26) | 864 | 4,581 | |||
Restructuring Plan of 2022 | Minimum | ||||||
Restructuring Cost and Reserve [Line Items] | ||||||
Restructuring plan, expected costs | 5,000 | 5,000 | ||||
Restructuring Plan of 2022 | Maximum | ||||||
Restructuring Cost and Reserve [Line Items] | ||||||
Restructuring plan, expected costs | 6,000 | 6,000 | ||||
Restructuring Plan of 2021 | ||||||
Restructuring Cost and Reserve [Line Items] | ||||||
Restructuring plan, expected costs | 3,500 | 3,500 | ||||
Restructuring Reserve [Roll Forward] | ||||||
Expenses incurred | 92 | 692 | 719 | $ 2,487 | ||
Acquisition Restructuring Plan Of 2022 | ||||||
Restructuring Cost and Reserve [Line Items] | ||||||
Restructuring plan, expected costs | $ 2,300 | 2,300 | ||||
Restructuring Reserve [Roll Forward] | ||||||
Expenses incurred | $ 483 | $ 84 | $ 1,467 | $ 1,479 |
Income taxes (Details)
Income taxes (Details) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2023 | Oct. 01, 2022 | Sep. 30, 2023 | Oct. 01, 2022 | Feb. 16, 2021 | |
Income Tax Disclosure [Abstract] | |||||
Effective income tax rate | 7.30% | 22.60% | 0.70% | 21.30% | |
Tax receivable agreement, percent | 85% |
Commitments and contingencies -
Commitments and contingencies - Narrative (Details) $ in Thousands | 1 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||||||||||
Mar. 08, 2023 USD ($) | Dec. 28, 2022 USD ($) | Dec. 23, 2022 USD ($) | Nov. 01, 2022 USD ($) | Nov. 10, 2021 USD ($) | Aug. 19, 2021 USD ($) | Dec. 22, 2020 | Aug. 23, 2019 | Feb. 09, 2016 | Feb. 28, 2021 USD ($) | Sep. 30, 2023 USD ($) letter_of_credit | Oct. 01, 2022 USD ($) | Sep. 30, 2023 USD ($) letter_of_credit | Oct. 01, 2022 USD ($) | Dec. 31, 2022 USD ($) | |
Loss Contingencies [Line Items] | |||||||||||||||
Loss contingency, damages sought, value | $ 3,000 | ||||||||||||||
Number of letters of credit outstanding | letter_of_credit | 1 | 1 | |||||||||||||
Stop loss insurance, threshold per member per year | $ 200 | ||||||||||||||
Three Injection OA Product | |||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||
Supply commitment, term | 10 years | ||||||||||||||
Supply commitment, renewal term | 5 years | ||||||||||||||
HA Product | |||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||
Collaborative arrangement, upfront payments | $ 853 | ||||||||||||||
Collaborative arrangement, amount payable upon transfer of customer data | $ 853 | ||||||||||||||
Collaborative arrangement, amount payable upon obtaining product certification | $ 1,707 | ||||||||||||||
Collaborative arrangement, royalty percentage, threshold one | 5% | ||||||||||||||
Collaborative arrangement, sales threshold for royalties | $ 569 | ||||||||||||||
Collaborative arrangement, royalty percentage, threshold two | 2.50% | ||||||||||||||
Collaborative arrangement, adjusted amount payable upon obtaining product certification | $ 1,418 | ||||||||||||||
Milestone payment due January 24, 2024 | $ 709 | ||||||||||||||
Finite-lived intangible asset recognized | 709 | ||||||||||||||
Bioness, Inc | |||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||
Loss contingency, damages sought, percentage of demanded amount to be paid | 50% | ||||||||||||||
Loss contingency, damages sought, percentage under dispute | 50% | ||||||||||||||
Litigation settlement, amount awarded to other party | $ 2,500 | $ 1,300 | |||||||||||||
Expense of claimant | $ 50 | ||||||||||||||
Accrual payments | $ 1,200 | $ 1,300 | |||||||||||||
Bioness, Inc | |||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||
Amount recovered from escrow | $ 1,300 | ||||||||||||||
Harbor | |||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||
Collaborative agreement, royalty percentage | 3% | ||||||||||||||
Supply commitment, term | 8 years | ||||||||||||||
Supplier of Single Injection OA Product | |||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||
Royalty expense | $ 3,546 | $ 3,813 | $ 9,986 | $ 11,228 | |||||||||||
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 | 10 years | 10 years |
Commitments and contingencies_2
Commitments and contingencies - Schedule of Lease, Cost (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Oct. 01, 2022 | Sep. 30, 2023 | Oct. 01, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | ||||
Operating lease cost | $ 1,041 | $ 1,238 | $ 3,120 | $ 3,544 |
Short-term lease cost | 156 | 190 | 591 | 518 |
Amortization of finance lease assets | 394 | 9 | 1,022 | 27 |
Interest on lease liabilities | 230 | 1 | 596 | 3 |
Total lease cost | 1,821 | $ 1,438 | 5,329 | 4,092 |
Operating cash flows from operating leases | 3,675 | 3,515 | ||
Operating cash flows from financing leases | 644 | 4 | ||
Financing cash flows from finance leases | 334 | 43 | ||
Operating lease obligations | 275 | 2,494 | ||
Finance lease obligations | 15,567 | $ 0 | ||
Remainder of 2023 | 385 | 385 | ||
2024 | 1,567 | 1,567 | ||
2025 | 1,598 | 1,598 | ||
2026 | 1,630 | 1,630 | ||
2027 | 1,662 | 1,662 | ||
Thereafter | 9,446 | 9,446 | ||
Imputed interest | $ 5,060 | $ 5,060 | ||
Lease term | 10 years | 10 years |
Commitments and contingencies_3
Commitments and contingencies - Schedule of Assets and Liabilities, Lessee (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Other Commitments [Line Items] | ||
Operating lease assets | $ 14,298 | $ 16,690 |
Operating lease liabilities- current | 3,990 | 3,552 |
Operating lease liabilities- noncurrent | 11,478 | 14,355 |
Total operating lease liabilities | 15,468 | 17,907 |
Property, plant and equipment - net (finance leases) | 14,672 | 128 |
Finance lease liabilities - current | 737 | 55 |
Finance lease liabilities - noncurrent | 10,581 | 76 |
Total financing lease liabilities | $ 11,318 | $ 131 |
Operating lease, weighted average remaining lease term (years) | 4 years 1 month 6 days | 4 years 9 months 18 days |
Finance leases, weighted average remaining lease term (years) | 9 years 4 months 24 days | 2 years 4 months 24 days |
Weighted average discount rate for operating leases (in percent) | 4.60% | 4.80% |
Finance lease, weighted average discount rate (in percent) | 8.10% | 3.30% |
Finance Lease, Right-of-Use Asset, Statement of Financial Position [Extensible Enumeration] | Property and equipment, net | Property and equipment, net |
Discontinued Operations, Held-for-sale | ||
Other Commitments [Line Items] | ||
Operating lease liabilities- current | $ 176 | |
Operating lease liabilities- noncurrent | 442 | |
Discontinued Operations, Held-for-sale | CartiHeal Ltd | ||
Other Commitments [Line Items] | ||
Operating lease assets | $ 618 |
Revenue recognition - Schedule
Revenue recognition - Schedule of Disaggregation of Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Oct. 01, 2022 | Sep. 30, 2023 | Oct. 01, 2022 | |
Disaggregation of Revenue [Line Items] | ||||
Total net sales | $ 120,794 | $ 128,662 | $ 376,922 | $ 386,283 |
U.S. | ||||
Disaggregation of Revenue [Line Items] | ||||
Total net sales | 106,227 | 116,288 | 331,052 | 346,679 |
U.S. | Pain Treatments | ||||
Disaggregation of Revenue [Line Items] | ||||
Total net sales | 48,416 | 47,010 | 145,028 | 152,939 |
U.S. | Restorative Therapies | ||||
Disaggregation of Revenue [Line Items] | ||||
Total net sales | 24,855 | 38,096 | 89,187 | 102,475 |
U.S. | Surgical Solutions | ||||
Disaggregation of Revenue [Line Items] | ||||
Total net sales | 32,956 | 31,182 | 96,837 | 91,265 |
International | ||||
Disaggregation of Revenue [Line Items] | ||||
Total net sales | 14,567 | 12,374 | 45,870 | 39,604 |
International | Pain Treatments | ||||
Disaggregation of Revenue [Line Items] | ||||
Total net sales | 5,274 | 5,090 | 16,629 | 15,128 |
International | Restorative Therapies | ||||
Disaggregation of Revenue [Line Items] | ||||
Total net sales | 5,288 | 4,047 | 15,676 | 13,930 |
International | Surgical Solutions | ||||
Disaggregation of Revenue [Line Items] | ||||
Total net sales | $ 4,005 | $ 3,237 | $ 13,565 | $ 10,546 |
Segments - Schedule of Reconcil
Segments - Schedule of Reconciliation of Operating Profit (Loss) from Segments to Consolidated (Details) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 USD ($) | Oct. 01, 2022 USD ($) | Sep. 30, 2023 USD ($) segment | Oct. 01, 2022 USD ($) | |
Segment Reporting Information [Line Items] | ||||
Number of reportable segments | segment | 2 | |||
Interest expense, net | $ (10,115) | $ (3,604) | $ (30,396) | $ (4,632) |
Depreciation and amortization | (44,900) | (38,456) | ||
Impairments of assets | 0 | (124,697) | (78,615) | (124,697) |
Loss on disposals | (1,404) | 0 | (2,381) | 0 |
Loss before income taxes | (8,191) | (130,558) | (112,705) | (156,585) |
Segment Reconciling Items | ||||
Segment Reporting Information [Line Items] | ||||
Interest expense, net | (10,115) | (3,604) | (30,396) | (4,632) |
Depreciation and amortization | (13,827) | (13,593) | (44,900) | (38,456) |
Acquisition and related costs | (1,424) | (3,455) | (4,047) | (17,428) |
Restructuring and succession charges | 26 | (575) | (911) | (2,847) |
Equity compensation | (1,833) | (4,648) | (947) | (14,153) |
Financial restructuring costs | (478) | 0 | (7,065) | 0 |
Impairments of assets | 0 | 0 | (78,615) | 0 |
Impairment of goodwill | 0 | (124,697) | 0 | (124,697) |
Loss on disposals | (340) | 0 | (1,317) | 0 |
Other items | (1,935) | (1,909) | (11,351) | (5,796) |
U.S. | Operating Segments | ||||
Segment Reporting Information [Line Items] | ||||
Segment Adjusted EBITDA | 18,949 | 19,917 | 58,373 | 44,245 |
International | Operating Segments | ||||
Segment Reporting Information [Line Items] | ||||
Segment Adjusted EBITDA | $ 2,786 | $ 2,006 | $ 8,471 | $ 7,179 |
Discontinued Operations - Narra
Discontinued Operations - Narrative (Details) | Feb. 27, 2023 |
CartiHeal Ltd | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |
Business acquisition, percentage of shares transferred to trustee | 100% |
Discontinued Operations - Sched
Discontinued Operations - Schedule of Balance Sheet (Details) - Disposed of by Sale - Carti Heal $ in Thousands | Dec. 31, 2022 USD ($) |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |
Cash | $ 1,628 |
Restricted cash | 23 |
Other receivables | 350 |
Inventory | 642 |
Prepaid and other current assets | 134 |
Property and equipment, net | 191 |
Goodwill | 6,297 |
Intangible assets, net | 398,873 |
Operating lease assets | 618 |
Other assets | 15 |
Total assets | 408,771 |
Accounts payable | 852 |
Accrued liabilities | 384 |
Current portion of deferred consideration | 117,615 |
Other current liabilities | 236 |
Deferred income taxes | 79,863 |
Deferred consideration | 79,269 |
Contingent consideration | 67,251 |
Other long-term liabilities | 2,528 |
Total liabilities | $ 347,998 |
Discontinued Operations and Dis
Discontinued Operations and Disposal Groups - Schedule of Statement of Operations (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Oct. 01, 2022 | Sep. 30, 2023 | Oct. 01, 2022 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Loss on deconsolidation | $ (60,639) | $ (60,639) | $ 60,639 | $ (60,639) |
Non-refundable payments | 10,150 | 10,150 | 10,150 | 10,150 |
Disposed of by Sale | Carti Heal | ||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Selling, general and administrative expense | 0 | 239 | 1,728 | 239 |
Research and development expense | 0 | 1,226 | 396 | 1,226 |
Change in fair value of contingent consideration | 0 | 2,864 | 1,710 | 2,864 |
Depreciation and amortization | 0 | 5,187 | 4,264 | 5,187 |
Impairments of assets | 0 | 64,500 | 0 | 64,500 |
Operating loss from discontinued operations | 0 | 74,016 | 8,098 | 74,016 |
Interest expense, net | 0 | 6,290 | 4,889 | 6,290 |
Other (income) expense | 0 | (23,387) | 61,442 | (22,706) |
Other (income) expense | 0 | (17,097) | 66,331 | (16,416) |
Loss before income taxes | 0 | (56,919) | (74,429) | (57,600) |
Income tax benefit, net | 0 | (12,256) | 0 | (12,256) |
Net loss from discontinued operations | 0 | (44,663) | (74,429) | (45,344) |
Loss attributable to noncontrolling interest - discontinued operations | 0 | 9,251 | 14,937 | 9,251 |
Net loss attributable to Bioventus Inc. - discontinued operations | $ 0 | $ (35,412) | $ (59,492) | $ (36,093) |