Cover Page
Cover Page - shares | 3 Months Ended | |
Mar. 30, 2024 | Apr. 30, 2024 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Mar. 30, 2024 | |
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, $0.001 par value per share | |
Trading Symbol | BVS | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | true | |
Entity Shell Company | false | |
Amendment Flag | false | |
Entity Central Index Key | 0001665988 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2024 | |
Document Fiscal Period Focus | Q1 | |
Common Class A | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding (in shares) | 63,827,617 | |
Common Class B | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding (in shares) | 15,786,737 |
Consolidated Condensed Statemen
Consolidated Condensed Statements of Operations and Comprehensive Loss - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 30, 2024 | Apr. 01, 2023 | |
Income Statement [Abstract] | ||
Net sales | $ 129,457 | $ 119,059 |
Cost of sales (including depreciation and amortization of $10,025 and $14,339, respectively) | 41,077 | 45,140 |
Gross profit | 88,380 | 73,919 |
Selling, general and administrative expense | 78,406 | 80,858 |
Research and development expense | 2,597 | 3,771 |
Restructuring costs | 0 | 317 |
Change in fair value of contingent consideration | 295 | 287 |
Depreciation and amortization | 1,755 | 2,129 |
Impairments of assets | 0 | 78,615 |
Operating income (loss) | 5,327 | (92,058) |
Interest expense, net | 10,339 | 9,694 |
Other expense (income) | 63 | (1,588) |
Other expense | 10,402 | 8,106 |
Loss before income taxes | (5,075) | (100,164) |
Income tax expense (benefit), net | 907 | (146) |
Net loss from continuing operations | (5,982) | (100,018) |
Loss from discontinued operations, net of tax | 0 | (74,429) |
Net loss | (5,982) | (174,447) |
Loss attributable to noncontrolling interest - continuing operations | 1,412 | 20,360 |
Loss attributable to noncontrolling interest - discontinued operations | 0 | 14,937 |
Net loss attributable to Bioventus Inc. | (4,570) | (139,150) |
Change in foreign currency translation adjustments | (585) | 657 |
Comprehensive loss | (6,567) | (173,790) |
Comprehensive loss attributable to noncontrolling interest - continuing operations | 1,528 | 20,226 |
Comprehensive loss attributable to noncontrolling interest - discontinued operations | 0 | 14,937 |
Comprehensive loss attributable to Bioventus Inc. | $ (5,039) | $ (138,627) |
Loss per share of Class A common stock | ||
Loss per share of Class A common stock from continuing operations, basic (in dollars per share) | $ (0.07) | $ (1.28) |
Loss per share of Class A common stock from continuing operations, diluted (in dollars per share) | (0.07) | (1.28) |
Loss per share of Class A common stock from discontinuing operations, basic (in dollars per share) | 0 | (0.96) |
Loss per share of Class A common stock from discontinuing operations, diluted (in dollars per share) | 0 | (0.96) |
Loss per share of class A common stock, basic (in dollars per share) | (0.07) | (2.24) |
Loss per share of class A common stock, diluted (in dollars per share) | $ (0.07) | $ (2.24) |
Weighted-average shares of Class A common stock outstanding | ||
Basic (in shares) | 63,380,187 | 62,124,752 |
Diluted (in shares) | 63,380,187 | 62,124,752 |
Consolidated Condensed Statem_2
Consolidated Condensed Statements of Operations and Comprehensive Loss (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 30, 2024 | Apr. 01, 2023 | |
Income Statement [Abstract] | ||
Depreciation and amortization | $ 10,025 | $ 14,339 |
Consolidated Condensed Balance
Consolidated Condensed Balance Sheets - USD ($) $ in Thousands | Mar. 30, 2024 | Dec. 31, 2023 |
Current assets: | ||
Cash and cash equivalents | $ 25,173 | $ 36,964 |
Accounts receivable, net | 125,541 | 122,789 |
Inventory | 97,005 | 91,333 |
Prepaid and other current assets | 18,184 | 16,913 |
Total current assets | 265,903 | 267,999 |
Property and equipment, net | 34,532 | 36,605 |
Goodwill | 7,462 | 7,462 |
Intangible assets, net | 470,668 | 482,350 |
Operating lease assets | 12,462 | 13,353 |
Investment and other assets | 3,211 | 3,141 |
Total assets | 794,238 | 810,910 |
Current liabilities: | ||
Accounts payable | 19,099 | 23,038 |
Accrued liabilities | 113,605 | 119,795 |
Current portion of long-term debt | 35,811 | 27,848 |
Other current liabilities | 4,806 | 4,816 |
Total current liabilities | 173,321 | 175,497 |
Long-term debt, less current portion | 355,430 | 366,998 |
Deferred income taxes | 1,294 | 1,213 |
Contingent consideration | 18,445 | 18,150 |
Other long-term liabilities | 28,316 | 27,934 |
Total liabilities | 576,806 | 589,792 |
Commitments and contingencies (Note 11) | ||
Stockholders’ Equity | ||
Additional paid-in capital | 496,977 | 494,254 |
Accumulated deficit | (326,106) | (321,536) |
Accumulated other comprehensive income | 325 | 794 |
Total stockholders’ equity attributable to Bioventus Inc. | 171,276 | 173,591 |
Noncontrolling interest | 46,156 | 47,527 |
Total stockholders’ equity | 217,432 | 221,118 |
Total liabilities and stockholders’ equity | 794,238 | 810,910 |
Common Class A | ||
Stockholders’ Equity | ||
Common stock, value | 64 | 63 |
Common Class B | ||
Stockholders’ Equity | ||
Common stock, value | $ 16 | $ 16 |
Consolidated Condensed Balanc_2
Consolidated Condensed Balance Sheets (Parenthetical) - $ / shares | Mar. 30, 2024 | Dec. 31, 2023 |
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) | 63,672,170 | 63,267,436 |
Common stock, shares issued (in shares) | 63,672,170 | 63,267,436 |
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 income (loss) | Accumulated Deficit | Non- controlling interest |
Beginning balance (in shares) at Dec. 31, 2022 | 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) | 444,903 | ||||||||
Issuance of Class A common stock for equity plans | 84 | $ 1 | 360 | (277) | |||||
Net loss | (174,447) | (139,150) | (35,297) | ||||||
Equity based compensation | 1,846 | 1,539 | 307 | ||||||
Translation adjustment | 657 | 523 | 134 | ||||||
Ending balance (in shares) at Apr. 01, 2023 | 62,507,917 | 15,786,737 | |||||||
Ending balance at Apr. 01, 2023 | 240,362 | $ 63 | $ 16 | 492,475 | 413 | (304,456) | 51,851 | ||
Beginning balance (in shares) at Dec. 31, 2023 | 63,267,436 | 15,786,737 | 63,267,436 | 15,786,737 | |||||
Beginning balance at Dec. 31, 2023 | 221,118 | $ 63 | $ 16 | 494,254 | 794 | (321,536) | 47,527 | ||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Issuance of Class A common stock for equity plans (in shares) | 404,734 | ||||||||
Issuance of Class A common stock for equity plans | 290 | $ 1 | 289 | ||||||
Net loss | (5,982) | (4,570) | (1,412) | ||||||
Change in noncontrolling interest allocation | 0 | 319 | (319) | ||||||
Equity based compensation | 2,591 | 2,115 | 476 | ||||||
Translation adjustment | (585) | (469) | (116) | ||||||
Ending balance (in shares) at Mar. 30, 2024 | 63,672,170 | 15,786,737 | 63,672,170 | 15,786,737 | |||||
Ending balance at Mar. 30, 2024 | $ 217,432 | $ 64 | $ 16 | $ 496,977 | $ 325 | $ (326,106) | $ 46,156 |
Consolidated Condensed Statem_4
Consolidated Condensed Statements of Cash Flows - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 30, 2024 | Apr. 01, 2023 | |
Operating activities: | ||
Net loss | $ (5,982) | $ (174,447) |
Less: Loss from discontinued operations, net of tax | 0 | (74,429) |
Loss from continuing operations | (5,982) | (100,018) |
Adjustments to reconcile net loss to net cash from operating activities: | ||
Depreciation and amortization | 11,785 | 16,473 |
(Benefit) provision for expected credit losses | (976) | 1,079 |
Equity-based compensation | 2,591 | 1,846 |
Change in fair value of contingent consideration | 295 | 287 |
Deferred income taxes | 81 | (2,664) |
Impairment of assets | 0 | 78,615 |
Unrealized loss on foreign currency fluctuations | 377 | 747 |
Other, net | 581 | 224 |
Changes in operating assets and liabilities: | ||
Accounts receivable | (1,958) | 13,162 |
Inventories | (4,070) | (5,294) |
Accounts payable and accrued expenses | (7,332) | 2,331 |
Other current and noncurrent assets and liabilities | (1,397) | (2,129) |
Net cash from operating activities - continuing operations | (6,005) | 4,659 |
Net cash from operating activities - discontinued operations | 0 | (2,169) |
Net cash from operating activities | (6,005) | 2,490 |
Investing activities: | ||
Purchase of property and equipment | (291) | (3,560) |
Investments and acquisition of distribution rights | (709) | 0 |
Net cash from investing activities - continuing operations | (1,000) | (3,560) |
Net cash from investing activities - discontinued operations | 0 | (11,506) |
Net cash from investing activities | (1,000) | (15,066) |
Financing activities: | ||
Proceeds from issuance of Class A common stock | 177 | 84 |
Borrowing on revolver | 0 | 49,000 |
Payment on revolver | 0 | (20,000) |
Debt refinancing costs | (1,180) | (1,668) |
Payments on long-term debt | (3,056) | 0 |
Other, net | (183) | (36) |
Net cash from financing activities | (4,242) | 27,380 |
Effect of exchange rate changes on cash | (544) | 461 |
Net change in cash, cash equivalents and restricted cash | (11,791) | 15,265 |
Cash, cash equivalents and restricted cash at the beginning of the period | 36,964 | 31,837 |
Cash, cash equivalents and restricted cash at the end of the period | 25,173 | 47,102 |
Supplemental disclosure of noncash investing and financing activities | ||
Accounts payable for purchase of property, plant and equipment | $ 218 | $ 0 |
Organization
Organization | 3 Months Ended |
Mar. 30, 2024 | |
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 995 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 2024 end on March 30, June 29 and September 28. Comparable periods for 2023 ended on April 1, July 1 and September 30. The fourth and first quarters may vary in length depending on the calendar year. Unaudited interim financial information The accompanying unaudited consolidated condensed 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, 2023. The consolidated balance sheet at December 31, 2023 has been derived from the audited consolidated financial statements of the Company, but does not include all the disclosures required by U.S. GAAP. Reclassifications Certain prior period amounts have been reclassified to conform to current period presentation. In 2024, the Company reclassified revenue and expense of the SonicOne Ultrasonic Cleansing and Debridement Systems (“SonicOne”) from the Restorative Therapies to the Surgical Solutions business. The reclassification of SonicOne activity effected prior presentation of disaggregated revenue by business, refer to Note 12. Revenue recognition for further details. The reclassification had no effect on previously reported total revenues, net loss, other comprehensive loss, stockholders’ equity or cash flows. Unless otherwise noted, all financial information in the unaudited consolidated condensed financial statements reflects the Company’s results from continuing operations. Use of estimates The preparation of financial statements in accordance with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and the disclosure of contingent assets and liabilities, at the date of the financial statements, as well as the reported amounts of revenues and expenses during the period. On an ongoing basis, management evaluates these estimates, including those related to contractual allowances and sales incentives, allowance for credit losses, inventory reserves, goodwill and intangible assets impairment, valuation of assets and liabilities assumed in acquisitions, useful lives of long lived assets, fair value measurements, litigation and contingent liabilities, income taxes, and equity-based compensation. Management bases its estimates on historical experience, future expectations and other relevant assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from those estimates. Emerging Growth Company and Smaller Reporting Company Status The Company is an “emerging growth company,” pursuant to the provisions of the Jumpstart Our Business Startups Act (the “JOBS ACT”). An emerging growth company can delay its adoption of certain accounting standards until those standards would otherwise apply to private companies. The Company has chosen to “opt out” of such extended transition periods, and as a result, the Company plans to comply with any new or revised accounting standards on the relevant dates on which non-emerging growth companies must adopt such standards. Section 107 of the JOBS Act provides that the decision to opt out of the extended transition period for complying with new or revised accounting standards is irrevocable. The Company is also considered a “smaller reporting company,” as defined by Rule 12b-2 of the Securities Exchange Act of 1934 (the “Exchange Act”), which was determined as of the last day of the Company’s second fiscal quarter of 2023. The Company will continue to be categorized as a smaller reporting company-accelerated filer until the Company’s public float reaches a certain threshold. The Company may rely on exemptions from certain disclosure requirements that are available to smaller reporting companies. Recent accounting pronouncements In addition to being a smaller reporting and an emerging growth company, the Company also is an accelerated filer under SEC rules and regulations. Therefore, required effective dates for adopting new or revised accounting standards are generally earlier than when smaller reporting companies and emerging growth companies who are not accelerated filers are required to adopt. In December 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update 2023-09 (“ASU 2023-09”), Income Taxes , which enhances the transparency of income tax disclosures by expanding annual disclosure requirements related to the rate reconciliation and income taxes paid. The amendments are effective for fiscal years beginning after December 15, 2024. Early adoption is permitted. The amendments should be applied on a prospective basis. Retrospective application is permitted. The Company is currently evaluating this ASU to determine its impact on the Company's disclosures. In November 2023, the FASB issued Accounting Standards Update 2023-07 (“ASU 2023-07”), Segment Reporting , which improves reportable segment disclosure requirements. ASU 2023-07 primarily enhances disclosures about significant segment expenses by requiring that a public entity disclose significant segment expenses that are regularly provided to the Chief Operating Decision Maker (“CODM”) and included within each reported measure of segment profit or loss. This ASU also (i) requires that a public entity disclose, on an annual and interim basis, an amount for other segment items by reportable segment, and a description of its composition; (ii) requires that all annual disclosures are provided in the interim periods; (iii) clarifies that if the CODM uses more than one measure of profitability in assessing segment performance and deciding how to allocate resources, that one or more of those measures may be reported; (iv) requires disclosure of the title and position of the CODM and a description of how the reported measures are used by the CODM in assessing segment performance and in deciding how to allocate resources; (v) requires that an entity with a single segment provide all new required disclosures. ASU 2023-07 is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024 and requires retrospective application. Early adoption is permitted. The amendments under ASU 2023-07 relate to financial disclosures and its adoption will not have an impact on the Company’s results of operations, financial position or cash flows. The Company will adopt ASU 2023-07 for the annual reporting period ending December 31, 2024 and for interim reporting periods thereafter. |
Balance sheet information
Balance sheet information | 3 Months Ended |
Mar. 30, 2024 | |
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: March 30, 2024 December 31, 2023 Accounts receivable $ 128,670 $ 127,008 Less: Allowance for credit losses (3,129) (4,219) $ 125,541 $ 122,789 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 18.7% and 16.0% of the accounts receivable balance as of March 30, 2024 and December 31, 2023, respectively. Historically, the Company’s reserves have been adequate to cover credit losses. Changes in credit losses were as follows: Three Months Ended March 30, 2024 April 1, 2023 Beginning balance $ (4,219) $ (7,022) Benefit (provision) for expected credit losses 976 (1,079) Write-offs 223 286 Recoveries (109) (484) Disposition — 898 Ending balance $ (3,129) $ (7,401) Inventory Inventory consisted of the following as of: March 30, 2024 December 31, 2023 Raw materials and supplies $ 25,690 $ 21,062 Finished goods 71,315 70,271 97,005 91,333 Accrued liabilities Accrued liabilities consisted of the following as of: March 30, 2024 December 31, 2023 Gross-to-net deductions $ 63,891 $ 59,592 Bonus and commission 13,869 19,437 Compensation and benefits 6,341 9,709 Accrued interest 6,451 6,606 Income and other taxes 5,017 4,749 Other liabilities 18,036 19,702 $ 113,605 $ 119,795 |
Acquisitions and divestitures
Acquisitions and divestitures | 3 Months Ended |
Mar. 30, 2024 | |
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 $84,675, including $34,675 at closing, $5,000 deferred for 18 months and up to $45,000 in potential earn-out payments (“Earn-out Payments”), which 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 Company incurred $3,880 in transactional fees resulting from the sale of the Wound Business. 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 Company evaluated the Wound Business for impairment prior to its sale and recorded a $78,615 impairment within the consolidated condensed statements of operations and comprehensive loss during the three months ended April 1, 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 (2009) Ltd. (“CartiHeal”), a developer of the proprietary Agili-C implant for the treatment of joint surface lesions in traumatic and osteoarthritic joints. On February 27, 2023, the Company entered into a settlement agreement (the “Settlement Agreement”) with Elron Ventures Ltd. (“Elron”), as representative of CartiHeal’s former securityholders (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 related to non-payment of any obligations including deferred purchase price and contingent consideration totaling $215,000 and $135,000, respectively, under the Company’s previous agreements to purchase CartiHeal from the Former Securityholders. Pursuant to the Settlement Agreement, the Company also transferred 100% of its shares in CartiHeal to a trustee (the “Trustee”) for the benefit of the Former Securityholders and made a one-time non-refundable payment of $10,150 to Elron to be used for purposes set forth in the Settlement Agreement. Given that upon execution of the Settlement Agreement, the Company had no ownership interest or voting rights in CartiHeal, the Company concluded that it had 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 and the Company treated the deconsolidation of CartiHeal as a discontinued operation. The loss on disposal was $60,639 and was recorded within discontinued operations, net of tax within the consolidated condensed statements of operations and comprehensive loss for the three months ended April 1, 2023. Refer to Note 14. Discontinued operation s for further information regarding the impact of CartiHeal on the Company’s consolidated condensed financial statements for the three months ended April 1, 2023. |
Financial instruments
Financial instruments | 3 Months Ended |
Mar. 30, 2024 | |
Debt Disclosure [Abstract] | |
Financial instruments | Financial instruments Long-term debt consisted of the following as of: March 30, 2024 December 31, 2023 Amended Term Loan due October 2026 (9.82% at March 30, 2024) $ 379,392 $ 382,448 Revolver due October 2025 (9.82% at March 30, 2024) 15,000 15,000 Less: Current portion of long-term debt (35,811) (27,848) Unamortized debt issuance cost (1,616) (917) Unamortized discount (1,535) (1,685) $ 355,430 $ 366,998 Amended Term Loan 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 (the “Original Term Loan”) and a $50,000 revolving facility (the “Revolver”). The Company amended the 2019 Credit Agreement on August 29, 2021, and then again on October 29, 2021 in connection with the acquisition of Misonix, Inc., 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 in conjunction with the acquisition of CartiHeal (the “CartiHeal Acquisition”). Pursuant to that amendment, 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. On March 31, 2023, the Company entered into an additional amendment to the 2019 Credit Agreement to, among other things, modify certain financial covenants, waive covenant noncompliance at December 31, 2022, and to modify interest rates applicable to borrowings under the 2019 Credit Agreement. On January 18, 2024 (the “Closing Date”), the Company further amended the 2019 Credit Agreement (collectively, with the August 2021, October 2021, July 2022 and March 2023 amendments, the “Amended 2019 Credit Agreement”), to further modify certain financial covenants under the 2019 Credit Agreement. The Company was in compliance as of March 30, 2024 with the financial covenants as stated within the 2019 Credit Agreement. SOFR loans and base rate loans had a margin of 3.25% and 2.25%, respectively, subsequent to July 11, 2022 and prior to the Closing Date. As of the March 31, 2023 amendment, SOFR loans and base rate loans had a margin of 4.25% and 3.25%, respectively. All obligations under the Amended 2019 Credit Agreement are guaranteed by the Company and certain wholly owned subsidiaries where substantially all the assets of the Company collateralize the obligations. 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 October 29, 2025, 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 January 2024 amendment had deferred financing costs of $1,180, of which $325 was recorded in selling, general and administrative expense within the consolidated condensed statements of operations and comprehensive loss and $855 was capitalized on the consolidated condensed balance sheets during the three months ended March 30, 2024. The March 2023 amendment had deferred financing costs of $3,661, of which $1,617 was recorded in selling, general and administrative expense within the consolidated condensed statements of operations and comprehensive loss and $2,044 was capitalized on the consolidated condensed balance sheets during the three months ended April 1, 2023. There were no losses on debt refinancing and modification as a result of either the January 2024 or March 2023 amendments. As of March 30, 2024, $376,241 was outstanding on the Term Loan Facilities, net of original issue discount of $1,535 and deferred financing costs of $1,616. 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 $381 and $223 for the three months ended March 30, 2024 and April 1, 2023, respectively. The estimated fair value of the Term Loan Facilities was $380,341 as of March 30, 2024. 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. Revolver and Letters of Credit The Revolver is a five-year revolving credit facility that includes revolving and swingline loans as well as letters of credit (“LOC”) and, inclusive of all, cannot exceed $45,000 at any one time as the Revolver capacity was reduced at December 31, 2023 in accordance with the 2019 Credit Agreement then in effect. The Revolver credit capacity will be further reduced by $5,000 on June 30, 2024. The Company had $15,000 outstanding borrowings on its Revolver as of March 30, 2024 and December 31, 2023. LOCs are available in an amount not to exceed $7,500. The Company had three LOCs outstanding as of March 30, 2024, leaving approximately $5,700 available. Revolving loans are due at the earlier of termination or maturity. Swingline loans are available as base rate option loans only and must be outstanding for at least five days. Swingline loans are due the fifteenth or last day of a calendar month or maturity, whichever is earlier. |
Fair value measurements
Fair value measurements | 3 Months Ended |
Mar. 30, 2024 | |
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, 2023. There were no assets measured at fair value on a recurring basis and there were no liabilities valued at fair value using Level 1 or Level 2 inputs. The following table provides information for assets and liabilities measured at fair value on a recurring basis using Level 3 inputs: March 30, 2024 December 31, 2023 Total Level 3 Total Level 3 Liabilities: Bioness contingent consideration $ 18,445 $ 18,445 $ 18,150 $ 18,150 Total liabilities: $ 18,445 $ 18,445 $ 18,150 $ 18,150 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. 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 March 30, 2024 and April 1, 2023 totaled $295 and $287, respectively, and were recorded as the change in fair value of contingent consideration within the consolidated condensed statements of operations and comprehensive loss. |
Equity-based compensation
Equity-based compensation | 3 Months Ended |
Mar. 30, 2024 | |
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 (collectively, the “2021 Plan Awards”). As of March 30, 2024, 19,564,333 shares of Class A common stock have been authorized to be awarded under the 2021 Plan and 9,119,667 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 March 30, 2024, 600,000 shares of Class A common stock were authorized to be awarded under the 2023 Plan and 80,700 shares were available for Retention Awards. Activity under the Plans Expense Equity-based compensation, net for Awards granted under the Plans for the three months ended March 30, 2024 and April 1, 2023 totaled $2,591 and $1,718, 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 months ended March 30, 2024. Income tax benefits related to equity-based compensation expense for three months ended April 1, 2023 totaled $430. Restricted Stock Units During the three months ended March 30, 2024, the Company granted time-based RSUs which vest at various dates through March 15, 2028. 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 $8,159 at March 30, 2024, and is expected to be recognized over a weighted average period of approximately 1.71 years. A summary of the RSU award activity for the three months ended March 30, 2024 is as follows (number of units in thousands): Number of units Weighted-average grant-date fair value per unit Unvested at December 31, 2023 2,066 $ 4.51 Granted 2,124 5.34 Vested (196) 8.17 Forfeited or canceled (55) 8.94 Unvested at March 30, 2024 3,939 $ 4.69 Stock Options During the three months ended March 30, 2024, 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 three months ended March 30, 2024 is shown in the following table: Risk-free interest rate 3.93% - 4.3% Expected dividend yield — % Expected stock price volatility 36.1% - 36.3% Expected life of stock options (years) 6.25 The weighted-average grant date fair value of options granted during the three months ended March 30, 2024 was $2.26 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 $5,211 at March 30, 2024, and is expected to be recognized over a weighted average period of approximately 2.15 years. A summary of stock option activity is as follows for the three months ended March 30, 2024 (number of options in thousands): Number of options Weighted-average exercise price Weighted average remaining contractual term Aggregate intrinsic value Outstanding at December 31, 2023 4,347 $ 8.68 Granted 1,752 5.18 Exercised (209) 5.18 Forfeited or canceled (332) 12.60 Outstanding at March 30, 2024 5,558 7.61 7.39 $ 3,733 Exercisable and vested at March 30, 2024 2,149 $ 10.50 4.62 $ 147 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 $5.20 per share as this was the closing price of the Company’s Class A common stock on March 28, 2024, the last trading day of the first quarter. 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 March 30, 2024, the aggregate number of shares reserved for issuance under the ESPP was 1,519,604. No shares were issued under the ESPP during the three months ended March 30, 2024. A total of 222,076 shares were issued under the ESPP and $128 of expense was recognized during the three months ended April 1, 2023. |
Stockholders_ equity
Stockholders’ equity | 3 Months Ended |
Mar. 30, 2024 | |
Equity [Abstract] | |
Stockholders’ equity | Stockholders’ equity On February 16, 2021, the Company closed an IPO of 9,200,000 shares of Class A common stock through an UP-C structure with BV LLC. In connection with the IPO, the Company amended and restated the limited liability agreement of BV LLC (“BV LLC Agreement”) to provide for a new single class of common membership interests in BV LLC (“LLC Interests”) and exchange all of the existing membership interests in BV LLC (the “Original BV LLC Owners”) for new LLC Interests. The Company also amended its certificate of incorporation to authorize the following shares: (i) 250,000,000 shares of Class A common stock with a par value of $0.001 per share; (ii) 50,000,000 shares of Class B common stock with a par value of $0.001 per share, which have voting rights but no economic interest, and some of which were issued to the Original BV LLC Owners; and (iii) 10,000,000 shares of undesignated preferred stock that may be issued from time to time by the Company’s board of directors. In connection with the completion of the IPO, the Company acquired, by merger, certain entities that were part of the Original BV LLC Owners (“Former BV LLC Owners”), for which the Company issued 31,838,589 Class A common stock as merger consideration (“IPO Mergers”) and cancelled the Class B common stock held by such Former BV LLC Owners. The IPO Mergers are deemed to be a recapitalization transaction. Holders of the Company’s 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. Noncontrolling interest In connection with any redemption pursuant to the BV LLC Agreement, 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 three months ended March 30, 2024 or during the year ended December 31, 2023. The following table summarizes the ownership interest in BV LLC as of March 30, 2024 and December 31, 2023 (number of units in thousands): March 30, 2024 December 31, 2023 LLC Interests Ownership % LLC Interests Ownership % Number of LLC Interests owned Bioventus Inc. 63,672 80.1 % 63,267 80.0 % Continuing LLC Owner 15,787 19.9 % 15,787 20.0 % Total 79,459 100.0 % 79,054 100.0 % |
Earnings per share
Earnings per share | 3 Months Ended |
Mar. 30, 2024 | |
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 March 30, 2024 April 1, 2023 Numerator: Net loss from continuing operations, net of tax $ (5,982) $ (100,018) Net loss attributable to noncontrolling interests — continuing operations 1,412 20,360 Net loss attributable to Bioventus Inc. Class A $ (4,570) $ (79,658) Numerator: Net loss from discontinued operations, net of tax $ — $ (74,429) Net loss attributable to noncontrolling interests — discontinued operations — 14,937 Net loss attributable to Bioventus Inc. Class A $ — $ (59,492) Denominator: Weighted-average shares of Class A common stock outstanding - basic and diluted 63,380,187 62,124,752 Net loss per share of Class A common stock from continuing operations, $ (0.07) $ (1.28) Net loss per share of Class A common stock from discontinued operations, — (0.96) Net loss per share of Class A common stock, basic and diluted $ (0.07) $ (2.24) 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 March 30, 2024 and April 1, 2023 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 March 30, 2024 April 1, 2023 LLC Interests held by Continuing LLC Owner (a) 15,786,737 15,786,737 Stock options 734,278 8,517,045 RSUs 1,479,188 1,070,105 Total 18,000,203 25,373,887 (a) Class A Shares reserved for future issuance upon redemption or exchange of LLC Interests by the Continuing LLC Owner. |
Restructuring costs
Restructuring costs | 3 Months Ended |
Mar. 30, 2024 | |
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’s prior restructuring plans adopted in 2021 and 2022 focused on aligning its organizational and management cost structure to improve profitability and cash flow, reduce headcount and the consolidation of facilities. These plans have been completed. There were no expenses incurred and $840 in restructuring payments for employee severance and temporary labor costs during the three months ended March 30, 2024. Expenses incurred and payments made during the three months ended April 1, 2023 totaled $317 and $1,845, respectively. |
Income taxes
Income taxes | 3 Months Ended |
Mar. 30, 2024 | |
Income Tax Disclosure [Abstract] | |
Income taxes | Income taxes The tax provision for interim periods is determined using an estimate of the Company's annual effective tax rate, adjusted for discrete items, if any, that arise during the period. Each quarter, the Company updates its estimate of its annual effective tax rate, and if the estimated annual effective tax rate changes, the Company makes a cumulative adjustment in such period. The quarterly tax provision, and estimate of the Company's annual effective tax rate, are subject to variation due to several factors, including variability in pre-tax income (or loss), the mix of jurisdictions to which such income relates, changes in how the Company conducts business, and tax law developments. For the three months ended March 30, 2024 and April 1, 2023, the Company's effective tax rate was 17.9% and 0.1%, respectively. The change in rate for the three months ended March 30, 2024 compared to the prior year comparable period was primarily due to an increase in taxable income in certain entities. 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 | 3 Months Ended |
Mar. 30, 2024 | |
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 9.1 years. The components of lease cost were as follows: Three Months Ended March 30, 2024 April 1, 2023 Operating lease cost $ 888 $ 1,069 Short-term lease cost (a) 80 206 Financing lease cost: Amortization of finance lease assets 158 235 Interest on lease liabilities 221 137 Total lease cost $ 1,347 $ 1,647 (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: Three Months Ended March 30, 2024 April 1, 2023 Cash paid for amounts included in measurement of lease liabilities: Operating cash flows from operating leases $ 1,178 $ 1,100 Operating cash flows from financing leases $ 221 $ 90 Financing cash flows from finance leases $ 183 $ 37 Right-of-use assets obtained in exchange for lease obligations: Operating lease obligations $ 95 $ 225 Financing lease obligations $ — $ 9,141 Supplemental balance sheet and other information related to leases were as follows: March 30, 2024 December 31, 2023 Operating lease assets $ 12,462 $ 13,353 Operating lease liabilities—current $ 4,028 $ 4,057 Operating lease liabilities—noncurrent 9,671 10,573 Total operating lease liabilities $ 13,699 $ 14,630 Property, plant and equipment, net (finance leases) $ 13,884 $ 14,279 Finance lease liabilities—current $ 778 $ 759 Finance lease liabilities—noncurrent 10,184 10,386 Total financing lease liabilities $ 10,962 $ 11,145 Weighted average remaining lease term (years) for leases Operating leases 3.6 3.8 Finance leases 9.1 9.3 Weighted average discount rate for leases Operating leases 4.7 % 4.7 % Finance leases 8.1 % 8.1 % 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, certain of the Company’s current and former directors and officers were named as defendants in a derivative shareholder lawsuit (in which the Company is a nominal defendant) 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, and a claim for contribution, and generally alleges the same purported misconduct as alleged in the Ciarciello case. On January 12, 2024, the Court agreed to stay this case pending resolution of the Ciarciello case. On February 9, 2024, another plaintiff filed a derivative shareholder lawsuit against certain of the Company’s current and former directors and officers (in which the Company is a nominal defendant) filed in the United States District Court for the District of Delaware, Sanderson, on behalf of Bioventus Inc., v. Reali, et.al., No. 1:24-cv-00180-RGA (D. Del. 2024). Like the Grogan case, this case asserts violations of Section 10(b) of the Exchange Act, breaches of fiduciary duties and related state law claims, and a claim for contribution, and generally alleges the same purported misconduct as alleged in the Ciarciello case. On May 1, 2024, the parties filed a stipulation to consolidate the two derivative matters and stay them on terms similar to those entered in the Grogan case. On May 2, 2024, the United States District Court for the District of Delaware granted the stipulation and ordered the consolidation of the Sanderson and Grogan cases. The Company believes the claims alleged in each of the above matters lack merit and intends to defend itself vigorously. The outcome of these matters is not presently determinable, and any loss is neither probable nor reasonably estimable. Misonix former distributor litigation 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. On March 6, 2024, the Second Circuit Court of Appeals issued its ruling affirming the lower Court’s summary judgment in favor of Misonix in all respects. Bioness stockholder litigation On February 8, 2022, a minority shareholder of Bioness filed an action in the Delaware State Court of Chancery in connection with the Company’s acquisition of Bioness, Teuza, a Fairchild Technology Venture Ltd. v. Lindon, et. al., No. 2022-0130 -SG. 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. 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 was paid 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 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 March 30, 2024 and April 1, 2023 totaled $3,579 and $2,321, 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. From time to time, the Company causes 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 March 30, 2024 and December 31, 2023, the Company had three LOCs outstanding for $1,800. 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 $250 per member per year. |
Revenue recognition
Revenue recognition | 3 Months Ended |
Mar. 30, 2024 | |
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, 2023. 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. As previously discussed in Note 1. Organization, SonicOne revenue was reclassified from Restorative Therapies to Surgical Solutions on a prospective and retrospective basis as its capabilities to remove devitalized or necrotic tissue and fiber deposits more closely aligns with Surgical Solutions’ soft tissue management. SonicOne revenue reclassified for the three months ended April 1, 2023 totaled $1,712 and $65 for the U.S. and International reporting segments, respectively. The Company had product sales to one customer totaling $13,143 in the U.S. segment during the three months ended March 30, 2024, representing 10.2% of total net sales. The following table presents the Company’s net sales disaggregated by major business within each segment as follows: Three Months Ended March 30, 2024 April 1, 2023 U.S. Pain Treatments $ 50,637 $ 40,995 Restorative Therapies 25,304 30,776 Surgical Solutions 38,340 32,207 Total U.S. net sales 114,281 103,978 International Pain Treatments 6,052 5,331 Restorative Therapies 5,170 5,549 Surgical Solutions 3,954 4,201 Total International net sales 15,176 15,081 Total net sales $ 129,457 $ 119,059 |
Segments
Segments | 3 Months Ended |
Mar. 30, 2024 | |
Segment Reporting [Abstract] | |
Segments | Segments The Company’s two reportable segments are U.S. and International. U.S. segment revenues totaled $114,281 and $103,978 for the three months ended March 30, 2024 and April 1, 2023, respectively. International segment revenues totaled $15,176 and $15,081 for the three months ended March 30, 2024 and April 1, 2023, respectively. 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 March 30, 2024 April 1, 2023 Segment Adjusted EBITDA U.S. $ 19,756 $ 14,712 International 2,867 2,239 Interest expense, net (10,339) (9,694) Depreciation and amortization (11,785) (16,473) Acquisition and related costs (211) (1,175) Shareholder litigation costs (1,168) — Restructuring and succession charges (53) (317) Equity compensation (2,591) (1,846) Financial restructuring costs (352) (5,330) Impairments of assets — (78,615) Other items (1,199) (3,665) Loss before income taxes $ (5,075) $ (100,164) |
Discontinued Operations
Discontinued Operations | 3 Months Ended |
Mar. 30, 2024 | |
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 Settlement Agreement and the deconsolidation of CartiHeal. CartiHeal had no sales during the year ended December 31, 2023. 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 months ended April 1, 2023: Three Months Ended March 30, 2024 April 1, 2023 Selling, general and administrative expense $ — $ 1,728 Research and development expense — 396 Change in fair value of contingent consideration (a) — 1,710 Depreciation and amortization (a) — 4,264 Impairments of assets — — Operating loss from discontinued operations — 8,098 Interest expense, net — 4,889 Other (income) expense (b) — 61,442 Other (income) expense — 66,331 Loss before income taxes — (74,429) Income tax benefit, net — — Net loss from discontinued operations — (74,429) Loss attributable to noncontrolling interest - — 14,937 Net loss attributable to Bioventus Inc. - $ — $ (59,492) (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. Total investing cash outflows included these non-refundable payments and $1,356 cash on hand at disposal. |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 30, 2024 | Apr. 01, 2023 | |
Pay vs Performance Disclosure | ||
Net Income (Loss) | $ (4,570) | $ (139,150) |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended |
Mar. 30, 2024 | |
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) | 3 Months Ended |
Mar. 30, 2024 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Reclassifications | Reclassifications |
Use of estimates | Use of estimates The preparation of financial statements in accordance with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and the disclosure of contingent assets and liabilities, at the date of the financial statements, as well as the reported amounts of revenues and expenses during the period. On an ongoing basis, management evaluates these estimates, including those related to contractual allowances and sales incentives, allowance for credit losses, inventory reserves, goodwill and intangible assets impairment, valuation of assets and liabilities assumed in acquisitions, useful lives of long lived assets, fair value measurements, litigation and contingent liabilities, income taxes, and equity-based compensation. Management bases its estimates on historical experience, future expectations and other relevant assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from those estimates. |
Recent accounting pronouncements | Recent accounting pronouncements In addition to being a smaller reporting and an emerging growth company, the Company also is an accelerated filer under SEC rules and regulations. Therefore, required effective dates for adopting new or revised accounting standards are generally earlier than when smaller reporting companies and emerging growth companies who are not accelerated filers are required to adopt. In December 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update 2023-09 (“ASU 2023-09”), Income Taxes , which enhances the transparency of income tax disclosures by expanding annual disclosure requirements related to the rate reconciliation and income taxes paid. The amendments are effective for fiscal years beginning after December 15, 2024. Early adoption is permitted. The amendments should be applied on a prospective basis. Retrospective application is permitted. The Company is currently evaluating this ASU to determine its impact on the Company's disclosures. In November 2023, the FASB issued Accounting Standards Update 2023-07 (“ASU 2023-07”), Segment Reporting , which improves reportable segment disclosure requirements. ASU 2023-07 primarily enhances disclosures about significant segment expenses by requiring that a public entity disclose significant segment expenses that are regularly provided to the Chief Operating Decision Maker (“CODM”) and included within each reported measure of segment profit or loss. This ASU also (i) requires that a public entity disclose, on an annual and interim basis, an amount for other segment items by reportable segment, and a description of its composition; (ii) requires that all annual disclosures are provided in the interim periods; (iii) clarifies that if the CODM uses more than one measure of profitability in assessing segment performance and deciding how to allocate resources, that one or more of those measures may be reported; (iv) requires disclosure of the title and position of the CODM and a description of how the reported measures are used by the CODM in assessing segment performance and in deciding how to allocate resources; (v) requires that an entity with a single segment provide all new required disclosures. ASU 2023-07 is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024 and requires retrospective application. Early adoption is permitted. The amendments under ASU 2023-07 relate to financial disclosures and its adoption will not have an impact on the Company’s results of operations, financial position or cash flows. The Company will adopt ASU 2023-07 for the annual reporting period ending December 31, 2024 and for interim reporting periods thereafter. |
Balance sheet information (Tabl
Balance sheet information (Tables) | 3 Months Ended |
Mar. 30, 2024 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of Accounts Receivable | Accounts receivable, net of allowances, consisted of the following as of: March 30, 2024 December 31, 2023 Accounts receivable $ 128,670 $ 127,008 Less: Allowance for credit losses (3,129) (4,219) $ 125,541 $ 122,789 |
Schedule of Accounts Receivable, Allowance for Credit Loss | Changes in credit losses were as follows: Three Months Ended March 30, 2024 April 1, 2023 Beginning balance $ (4,219) $ (7,022) Benefit (provision) for expected credit losses 976 (1,079) Write-offs 223 286 Recoveries (109) (484) Disposition — 898 Ending balance $ (3,129) $ (7,401) |
Schedule of Inventory | Inventory consisted of the following as of: March 30, 2024 December 31, 2023 Raw materials and supplies $ 25,690 $ 21,062 Finished goods 71,315 70,271 97,005 91,333 |
Schedule of Accrued Liabilities | Accrued liabilities consisted of the following as of: March 30, 2024 December 31, 2023 Gross-to-net deductions $ 63,891 $ 59,592 Bonus and commission 13,869 19,437 Compensation and benefits 6,341 9,709 Accrued interest 6,451 6,606 Income and other taxes 5,017 4,749 Other liabilities 18,036 19,702 $ 113,605 $ 119,795 |
Financial instruments (Tables)
Financial instruments (Tables) | 3 Months Ended |
Mar. 30, 2024 | |
Debt Disclosure [Abstract] | |
Schedule of Long-term Debt Instruments | Long-term debt consisted of the following as of: March 30, 2024 December 31, 2023 Amended Term Loan due October 2026 (9.82% at March 30, 2024) $ 379,392 $ 382,448 Revolver due October 2025 (9.82% at March 30, 2024) 15,000 15,000 Less: Current portion of long-term debt (35,811) (27,848) Unamortized debt issuance cost (1,616) (917) Unamortized discount (1,535) (1,685) $ 355,430 $ 366,998 |
Fair value measurements (Tables
Fair value measurements (Tables) | 3 Months Ended |
Mar. 30, 2024 | |
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 3 inputs: March 30, 2024 December 31, 2023 Total Level 3 Total Level 3 Liabilities: Bioness contingent consideration $ 18,445 $ 18,445 $ 18,150 $ 18,150 Total liabilities: $ 18,445 $ 18,445 $ 18,150 $ 18,150 |
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) | 3 Months Ended |
Mar. 30, 2024 | |
Compensation And Employee Benefit Plans [Abstract] | |
Schedule of Nonvested Restricted Stock Units Activity | A summary of the RSU award activity for the three months ended March 30, 2024 is as follows (number of units in thousands): Number of units Weighted-average grant-date fair value per unit Unvested at December 31, 2023 2,066 $ 4.51 Granted 2,124 5.34 Vested (196) 8.17 Forfeited or canceled (55) 8.94 Unvested at March 30, 2024 3,939 $ 4.69 |
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 three months ended March 30, 2024 is shown in the following table: Risk-free interest rate 3.93% - 4.3% Expected dividend yield — % Expected stock price volatility 36.1% - 36.3% Expected life of stock options (years) 6.25 |
Schedule of Stock Options Roll Forward | A summary of stock option activity is as follows for the three months ended March 30, 2024 (number of options in thousands): Number of options Weighted-average exercise price Weighted average remaining contractual term Aggregate intrinsic value Outstanding at December 31, 2023 4,347 $ 8.68 Granted 1,752 5.18 Exercised (209) 5.18 Forfeited or canceled (332) 12.60 Outstanding at March 30, 2024 5,558 7.61 7.39 $ 3,733 Exercisable and vested at March 30, 2024 2,149 $ 10.50 4.62 $ 147 |
Stockholders_ equity (Tables)
Stockholders’ equity (Tables) | 3 Months Ended |
Mar. 30, 2024 | |
Equity [Abstract] | |
Schedule of Other Ownership Interests | The following table summarizes the ownership interest in BV LLC as of March 30, 2024 and December 31, 2023 (number of units in thousands): March 30, 2024 December 31, 2023 LLC Interests Ownership % LLC Interests Ownership % Number of LLC Interests owned Bioventus Inc. 63,672 80.1 % 63,267 80.0 % Continuing LLC Owner 15,787 19.9 % 15,787 20.0 % Total 79,459 100.0 % 79,054 100.0 % |
Earnings per share (Tables)
Earnings per share (Tables) | 3 Months Ended |
Mar. 30, 2024 | |
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 March 30, 2024 April 1, 2023 Numerator: Net loss from continuing operations, net of tax $ (5,982) $ (100,018) Net loss attributable to noncontrolling interests — continuing operations 1,412 20,360 Net loss attributable to Bioventus Inc. Class A $ (4,570) $ (79,658) Numerator: Net loss from discontinued operations, net of tax $ — $ (74,429) Net loss attributable to noncontrolling interests — discontinued operations — 14,937 Net loss attributable to Bioventus Inc. Class A $ — $ (59,492) Denominator: Weighted-average shares of Class A common stock outstanding - basic and diluted 63,380,187 62,124,752 Net loss per share of Class A common stock from continuing operations, $ (0.07) $ (1.28) Net loss per share of Class A common stock from discontinued operations, — (0.96) Net loss per share of Class A common stock, basic and diluted $ (0.07) $ (2.24) |
Schedule of Antidilutive Securities | The following number of weighted-average potentially dilutive shares as of March 30, 2024 and April 1, 2023 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 March 30, 2024 April 1, 2023 LLC Interests held by Continuing LLC Owner (a) 15,786,737 15,786,737 Stock options 734,278 8,517,045 RSUs 1,479,188 1,070,105 Total 18,000,203 25,373,887 (a) Class A Shares reserved for future issuance upon redemption or exchange of LLC Interests by the Continuing LLC Owner. |
Commitments and contingencies (
Commitments and contingencies (Tables) | 3 Months Ended |
Mar. 30, 2024 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Lease, Cost | The components of lease cost were as follows: Three Months Ended March 30, 2024 April 1, 2023 Operating lease cost $ 888 $ 1,069 Short-term lease cost (a) 80 206 Financing lease cost: Amortization of finance lease assets 158 235 Interest on lease liabilities 221 137 Total lease cost $ 1,347 $ 1,647 (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: Three Months Ended March 30, 2024 April 1, 2023 Cash paid for amounts included in measurement of lease liabilities: Operating cash flows from operating leases $ 1,178 $ 1,100 Operating cash flows from financing leases $ 221 $ 90 Financing cash flows from finance leases $ 183 $ 37 Right-of-use assets obtained in exchange for lease obligations: Operating lease obligations $ 95 $ 225 Financing lease obligations $ — $ 9,141 |
Schedule of Assets and Liabilities, Lessee | Supplemental balance sheet and other information related to leases were as follows: March 30, 2024 December 31, 2023 Operating lease assets $ 12,462 $ 13,353 Operating lease liabilities—current $ 4,028 $ 4,057 Operating lease liabilities—noncurrent 9,671 10,573 Total operating lease liabilities $ 13,699 $ 14,630 Property, plant and equipment, net (finance leases) $ 13,884 $ 14,279 Finance lease liabilities—current $ 778 $ 759 Finance lease liabilities—noncurrent 10,184 10,386 Total financing lease liabilities $ 10,962 $ 11,145 Weighted average remaining lease term (years) for leases Operating leases 3.6 3.8 Finance leases 9.1 9.3 Weighted average discount rate for leases Operating leases 4.7 % 4.7 % Finance leases 8.1 % 8.1 % |
Revenue recognition (Tables)
Revenue recognition (Tables) | 3 Months Ended |
Mar. 30, 2024 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of Disaggregation of Revenue | The following table presents the Company’s net sales disaggregated by major business within each segment as follows: Three Months Ended March 30, 2024 April 1, 2023 U.S. Pain Treatments $ 50,637 $ 40,995 Restorative Therapies 25,304 30,776 Surgical Solutions 38,340 32,207 Total U.S. net sales 114,281 103,978 International Pain Treatments 6,052 5,331 Restorative Therapies 5,170 5,549 Surgical Solutions 3,954 4,201 Total International net sales 15,176 15,081 Total net sales $ 129,457 $ 119,059 |
Segments (Tables)
Segments (Tables) | 3 Months Ended |
Mar. 30, 2024 | |
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 March 30, 2024 April 1, 2023 Segment Adjusted EBITDA U.S. $ 19,756 $ 14,712 International 2,867 2,239 Interest expense, net (10,339) (9,694) Depreciation and amortization (11,785) (16,473) Acquisition and related costs (211) (1,175) Shareholder litigation costs (1,168) — Restructuring and succession charges (53) (317) Equity compensation (2,591) (1,846) Financial restructuring costs (352) (5,330) Impairments of assets — (78,615) Other items (1,199) (3,665) Loss before income taxes $ (5,075) $ (100,164) |
Discontinued Operations (Tables
Discontinued Operations (Tables) | 3 Months Ended |
Mar. 30, 2024 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Schedule of Balance Sheet and Statement of Operation | 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 months ended April 1, 2023: Three Months Ended March 30, 2024 April 1, 2023 Selling, general and administrative expense $ — $ 1,728 Research and development expense — 396 Change in fair value of contingent consideration (a) — 1,710 Depreciation and amortization (a) — 4,264 Impairments of assets — — Operating loss from discontinued operations — 8,098 Interest expense, net — 4,889 Other (income) expense (b) — 61,442 Other (income) expense — 66,331 Loss before income taxes — (74,429) Income tax benefit, net — — Net loss from discontinued operations — (74,429) Loss attributable to noncontrolling interest - — 14,937 Net loss attributable to Bioventus Inc. - $ — $ (59,492) (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. Total investing cash outflows included these non-refundable payments and $1,356 cash on hand at disposal. |
Organization - Narrative (Detai
Organization - Narrative (Details) | Mar. 30, 2024 employee |
Bioventus Inc. | |
Class of Stock [Line Items] | |
Number of employees | 995 |
Balance sheet information - Sch
Balance sheet information - Schedule of Accounts Receivable (Details) - USD ($) $ in Thousands | Mar. 30, 2024 | Dec. 31, 2023 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Accounts receivable | $ 128,670 | $ 127,008 |
Less: Allowance for credit losses | (3,129) | (4,219) |
Accounts receivable, net | $ 125,541 | $ 122,789 |
Balance sheet information - Com
Balance sheet information - Components of Accounts Receivable (Narrative) (Details) | 3 Months Ended | 12 Months Ended |
Mar. 30, 2024 | Dec. 31, 2023 | |
Accounts Receivable | Customer | Customer One | ||
Concentration Risk [Line Items] | ||
Concentration risk percentage | 18.70% | 16% |
Balance sheet information - S_2
Balance sheet information - Schedule of Accounts Receivable, Allowance for Credit Loss (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 30, 2024 | Apr. 01, 2023 | |
Accounts Receivable, Allowance for Credit Loss [Roll Forward] | ||
Beginning balance | $ (4,219) | $ (7,022) |
Benefit (provision) for expected credit losses | 976 | (1,079) |
Write-offs | 223 | 286 |
Recoveries | (109) | (484) |
Disposition | 0 | 898 |
Ending balance | $ (3,129) | $ (7,401) |
Balance sheet information - S_3
Balance sheet information - Schedule of Inventory (Details) - USD ($) $ in Thousands | Mar. 30, 2024 | Dec. 31, 2023 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Raw materials and supplies | $ 25,690 | $ 21,062 |
Finished goods | 71,315 | 70,271 |
Total | $ 97,005 | $ 91,333 |
Balance sheet information - S_4
Balance sheet information - Schedule of Accrued Liabilities (Details) - USD ($) $ in Thousands | Mar. 30, 2024 | Dec. 31, 2023 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Gross-to-net deductions | $ 63,891 | $ 59,592 |
Bonus and commission | 13,869 | 19,437 |
Compensation and benefits | 6,341 | 9,709 |
Accrued interest | 6,451 | 6,606 |
Income and other taxes | 5,017 | 4,749 |
Other liabilities | 18,036 | 19,702 |
Accrued liabilities | $ 113,605 | $ 119,795 |
Acquisitions and divestitures (
Acquisitions and divestitures (Details) - USD ($) $ in Thousands | 3 Months Ended | ||||
May 22, 2023 | Feb. 27, 2023 | Mar. 30, 2024 | Apr. 01, 2023 | Jul. 12, 2022 | |
Business Acquisition [Line Items] | |||||
Deferral period | 18 months | ||||
Payments on long-term debt | $ 30,000 | ||||
Impairments of assets | $ 0 | $ 78,615 | |||
CartiHeal Ltd | |||||
Business Acquisition [Line Items] | |||||
Litigation settlement, amount awarded to other party | $ 10,150 | ||||
CartiHeal Ltd | |||||
Business Acquisition [Line Items] | |||||
Percentage of business acquired | 100% | ||||
CartiHeal Ltd | Deferred Consideration | |||||
Business Acquisition [Line Items] | |||||
Bioness contingent consideration | 215,000 | ||||
CartiHeal Ltd | Sales Milestone | |||||
Business Acquisition [Line Items] | |||||
Bioness contingent consideration | $ 135,000 | ||||
Disposed of by Sale | Wound Business | |||||
Business Acquisition [Line Items] | |||||
Cash consideration | 84,675 | ||||
Closing amount | 34,675 | ||||
Deferred amount | 5,000 | ||||
Earn-out payments | 45,000 | ||||
Transactional fees | $ 3,880 | ||||
Impairments of assets | $ 78,615 | ||||
Discontinued Operations, Disposed of by Means Other than Sale | CartiHeal Ltd | |||||
Business Acquisition [Line Items] | |||||
Business acquisition, percentage of shares transferred to trustee | 100% | ||||
Loss from discontinued operations, net of tax | $ 60,639 |
Financial instruments - Schedul
Financial instruments - Schedule Of Long-Term Debt Instruments (Details) - USD ($) $ in Thousands | Mar. 30, 2024 | Dec. 31, 2023 |
Debt Instrument [Line Items] | ||
Current portion of long-term debt | $ (35,811) | $ (27,848) |
Unamortized debt issuance cost | (1,616) | (917) |
Unamortized discount | (1,535) | (1,685) |
Long-term debt, less current portion | 355,430 | 366,998 |
Revolving Credit Facility | ||
Debt Instrument [Line Items] | ||
Long-term debt, gross | $ 15,000 | 15,000 |
Effective interest rate | 9.82% | |
Term Loan | ||
Debt Instrument [Line Items] | ||
Long-term debt, gross | $ 379,392 | $ 382,448 |
Effective interest rate | 9.82% |
Financial instruments - Narrati
Financial instruments - Narrative (Details) | 1 Months Ended | 3 Months Ended | 4 Months Ended | ||||||||||
Jun. 30, 2024 USD ($) | Mar. 31, 2023 USD ($) | Jul. 12, 2022 | Jul. 11, 2022 USD ($) | Dec. 06, 2019 USD ($) | Jan. 31, 2024 USD ($) | Mar. 31, 2023 USD ($) | Mar. 30, 2024 USD ($) letter_of_credit | Jul. 01, 2023 USD ($) | Apr. 01, 2023 USD ($) | Dec. 29, 2021 USD ($) | Dec. 31, 2023 USD ($) | Oct. 29, 2021 USD ($) | |
Debt Instrument [Line Items] | |||||||||||||
Borrowing on revolver | $ 0 | $ 49,000,000 | |||||||||||
Deferred financing costs | 1,616,000 | $ 917,000 | |||||||||||
Original issue discount | 1,535,000 | 1,685,000 | |||||||||||
Secured Debt | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Debt instrument, covenant, liquidity, minimum | $ 10,000,000 | $ 10,000,000 | |||||||||||
Secured Debt | Secured Overnight Financing Rate (SOFR) | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Debt instrument, lending margin, interest rate | 4.25% | 3.25% | |||||||||||
Secured Debt | Base Rate | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Debt instrument, lending margin, interest rate | 3.25% | 2.25% | |||||||||||
Revolving Credit Facility | Forecast | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Revolver credit capacity reduced amount | $ 5,000,000 | ||||||||||||
Term Loan | Level 2 | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Long-term debt, fair value | 380,341,000 | ||||||||||||
Line of Credit | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Loss on debt retirement and modification | $ 0 | $ 0 | |||||||||||
Line of Credit | Secured Debt | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Debt instrument, face amount | $ 200,000,000 | ||||||||||||
Line of Credit | Secured Debt | Term Loan | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Debt instrument, face amount | $ 360,750,000 | ||||||||||||
Repayments on revolver | $ 80,000,000 | ||||||||||||
Line of Credit | Secured Debt | Term Loan Facility, July 2022 | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Borrowing on revolver | $ 80,000,000 | ||||||||||||
Line of Credit | Secured Debt | Term Loan Facilities | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Deferred financing costs | 1,616,000 | ||||||||||||
Long-term debt | 376,241,000 | ||||||||||||
Original issue discount | 1,535,000 | ||||||||||||
Repayments of medium-term notes | $ 30,000,000 | ||||||||||||
Interest expense, debt | 381,000 | 223,000 | |||||||||||
Line of Credit | Secured Debt | Term Loan Facility, January 2024 | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Debt issuance costs, gross | 1,180,000 | ||||||||||||
Amortization of debt issuance costs | 325,000 | ||||||||||||
Deferred financing costs | 855,000 | ||||||||||||
Line of Credit | Secured Debt | Term Loan Facility, March 2023 | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Debt issuance costs, gross | 3,661,000 | ||||||||||||
Amortization of debt issuance costs | 1,617,000 | ||||||||||||
Deferred financing costs | $ 2,044,000 | ||||||||||||
Line of Credit | Revolving Credit Facility | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Revolving credit facility, borrowing capacity | $ 50,000,000 | $ 45,000,000 | |||||||||||
Debt instrument, term | 5 years | ||||||||||||
Outstanding borrowings on line of credit | $ 15,000,000 | ||||||||||||
Line of Credit | Bridge Loan | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Debt instrument, term | 5 days | ||||||||||||
Line of Credit | Letter of Credit | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Revolving credit facility, borrowing capacity | $ 7,500,000 | ||||||||||||
Line of credit facility, number of LOCs outstanding | letter_of_credit | 3 | ||||||||||||
Line of credit facility, remaining borrowing capacity | $ 5,700,000 |
Fair value measurements - Sched
Fair value measurements - Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis (Details) - Fair Value, Recurring - USD ($) $ in Thousands | Mar. 30, 2024 | Dec. 31, 2023 |
Liabilities: | ||
Total liabilities: | $ 18,445 | $ 18,150 |
Bioness, Inc | ||
Liabilities: | ||
Bioness contingent consideration | 18,445 | 18,150 |
Level 3 | ||
Liabilities: | ||
Total liabilities: | 18,445 | 18,150 |
Level 3 | Bioness, Inc | ||
Liabilities: | ||
Bioness contingent consideration | $ 18,445 | $ 18,150 |
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 | Mar. 30, 2024 |
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 | |
Mar. 30, 2024 | Apr. 01, 2023 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Change in fair value of contingent consideration | $ 295 | $ 287 |
Bioness, Inc | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Change in fair value of contingent consideration | $ 295 | $ 287 |
Equity-based compensation - Nar
Equity-based compensation - Narrative (Details) - USD ($) | 3 Months Ended | |
Mar. 30, 2024 | Apr. 01, 2023 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Equity compensation | $ 2,591,000 | |
Unamortized compensation expense, options | 5,211,000 | |
RSUs | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Unamortized compensation expense, RSUs | $ 8,159,000 | |
Compensation expense net yet amortized, period for recognition | 1 year 8 months 15 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 | 2 years 1 month 24 days | |
Expiration period | 10 years | |
Weighted-average fair value of stock options granted (in dollars per share) | $ 2.26 | |
Stock options | Minimum | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Vesting period | 1 year | |
Stock options | Maximum | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Vesting period | 4 years | |
Employee Stock | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Number of shares available to be awarded (in shares) | 1,519,604 | |
Equity compensation | $ 128,000 | |
Number of shares issued (in shares) | 0 | 222,076 |
2021 Plan | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Income tax benefit | $ 0 | $ 430,000 |
2021 and 2023 Plan | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Equity compensation | $ 1,718,000 | |
Common Class A | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Common stock closing price, (in dollars per share) | $ 5.20 | |
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) | 19,564,333 | |
Number of shares available to be awarded (in shares) | 9,119,667 | |
Common Class A | 2023 Retention Equity Award Plan | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Number of shares authorized to be awarded (in shares) | 600,000 | |
Number of shares available to be awarded (in shares) | 80,700 |
Equity-based compensation - Sch
Equity-based compensation - Schedule of Nonvested Restricted Stock Units Activity (Details) - RSUs shares in Thousands | 3 Months Ended |
Mar. 30, 2024 $ / shares shares | |
Number of units | |
Beginning balance (in shares) | shares | 2,066 |
Granted (in shares) | shares | 2,124 |
Vested (in shares) | shares | (196) |
Forfeited or canceled (in shares) | shares | (55) |
Ending balance (in shares) | shares | 3,939 |
Weighted-average grant-date fair value per unit | |
Beginning balance (in dollars per share) | $ / shares | $ 4.51 |
Granted (in dollars per share) | $ / shares | 5.34 |
Vested (in dollars per share) | $ / shares | 8.17 |
Forfeited or canceled (in dollars per share) | $ / shares | 8.94 |
Ending balance (in dollars per share) | $ / shares | $ 4.69 |
Equity-based compensation - S_2
Equity-based compensation - Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions (Details) - Stock options | 3 Months Ended |
Mar. 30, 2024 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Risk-free interest rate, minimum | 3.93% |
Risk-free interest rate, maximum | 4.30% |
Expected dividend yield | 0% |
Expected stock price volatility, minimum | 36.10% |
Expected stock price volatility, maximum | 36.30% |
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 | 3 Months Ended |
Mar. 30, 2024 USD ($) $ / shares shares | |
Number of options | |
Beginning balance (in shares) | shares | 4,347 |
Granted (in shares) | shares | 1,752 |
Exercised (in shares) | shares | (209) |
Forfeited or canceled (in shares) | shares | (332) |
Ending balance (in shares) | shares | 5,558 |
Exercisable and vested (in shares) | shares | 2,149 |
Weighted-average exercise price | |
Beginning balance (in dollars per share) | $ / shares | $ 8.68 |
Granted (in dollars per share) | $ / shares | 5.18 |
Exercised (in dollars per share) | $ / shares | 5.18 |
Forfeited or canceled (in dollars per share) | $ / shares | 12.60 |
Ending balance (in dollars per share) | $ / shares | 7.61 |
Exercisable and vested (in dollars per share) | $ / shares | $ 10.50 |
Outstanding, weighted average remaining contractual term | 7 years 4 months 20 days |
Exercisable and vested (in years) | 4 years 7 months 13 days |
Options outstanding, Aggregate intrinsic value | $ | $ 3,733 |
Exercisable and vested | $ | $ 147 |
Stockholders_ equity - Narrativ
Stockholders’ equity - Narrative (Details) | 3 Months Ended | ||
Feb. 16, 2021 $ / shares shares | Mar. 30, 2024 vote $ / shares shares | Dec. 31, 2023 $ / shares shares | |
Class of Stock [Line Items] | |||
Preferred stock, shares authorized (in shares) | 10,000,000 | 10,000,000 | 10,000,000 |
Common Class A | |||
Class of Stock [Line Items] | |||
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 | ||
Shares issued or issuable, required stock to LLC interest ratio | 1 | ||
Common Class A | Bioventus Inc. | |||
Class of Stock [Line Items] | |||
Number of shares issued in acquisition (in shares) | 31,838,589 | ||
Common Class A | IPO | |||
Class of Stock [Line Items] | |||
Number of shares issued in public offering (in shares) | 9,200,000 | ||
Common Class B | |||
Class of Stock [Line Items] | |||
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) - Bioventus Inc. - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended |
Mar. 30, 2024 | Dec. 31, 2023 | |
Class of Stock [Line Items] | ||
LLC Interests | $ 63,672 | $ 63,267 |
Ownership % | 80.10% | 80% |
Continuing LLC Owner | ||
Class of Stock [Line Items] | ||
LLC Interests | $ 15,787 | $ 15,787 |
Ownership % | 19.90% | 20% |
Bioventus and Continuing LLC Owner | ||
Class of Stock [Line Items] | ||
LLC Interests | $ 79,459 | $ 79,054 |
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 | |
Mar. 30, 2024 | Apr. 01, 2023 | |
Numerator: | ||
Net loss from continuing operations, net of tax | $ (5,982) | $ (100,018) |
Net loss attributable to noncontrolling interests — continuing operations | 1,412 | 20,360 |
Net loss attributable to Bioventus Inc. Class A common stockholders — continuing operations | (4,570) | (79,658) |
Net loss from discontinued operations, net of tax | 0 | (74,429) |
Net loss attributable to noncontrolling interests — discontinued operations | 0 | 14,937 |
Net loss attributable to Bioventus Inc. Class A common stockholders — discontinued operations | $ 0 | $ (59,492) |
Denominator: | ||
Weighted-average shares of Class A common stock outstanding - basic (in shares) | 63,380,187 | 62,124,752 |
Weighted-average shares of Class A common stock outstanding - diluted (in shares) | 63,380,187 | 62,124,752 |
Net loss per share of Class A common stock from continuing operations, basic (in dollars per share) | $ (0.07) | $ (1.28) |
Net loss per share of Class A common stock from continuing operations, diluted (in dollars per share) | (0.07) | (1.28) |
Net loss per share of Class A common stock from discontinuing operations, diluted (in dollars per share) | 0 | (0.96) |
Net loss per share of Class A common stock from discontinuing operations, basic (in dollars per share) | 0 | (0.96) |
Net loss per share of class A common stock, basic (in dollars per share) | (0.07) | (2.24) |
Net loss per share of class A common stock, diluted (in dollars per share) | $ (0.07) | $ (2.24) |
Earnings per share - Schedule_2
Earnings per share - Schedule of Antidilutive Securities (Details) - shares | 3 Months Ended | |
Mar. 30, 2024 | Apr. 01, 2023 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities (in shares) | 18,000,203 | 25,373,887 |
LLC Interests held by Continuing LLC Owner | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities (in shares) | 15,786,737 | 15,786,737 |
Stock options | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities (in shares) | 734,278 | 8,517,045 |
RSUs | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities (in shares) | 1,479,188 | 1,070,105 |
Restructuring costs - Narrative
Restructuring costs - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 30, 2024 | Apr. 01, 2023 | |
Restructuring and Related Activities [Abstract] | ||
Restructuring costs | $ 0 | $ 317 |
Payments for restructuring | $ 840 | $ 1,845 |
Income taxes (Details)
Income taxes (Details) | 3 Months Ended | ||
Mar. 30, 2024 | Apr. 01, 2023 | Feb. 16, 2021 | |
Income Tax Disclosure [Abstract] | |||
Effective income tax rate | 17.90% | 0.10% | |
Tax receivable agreement, percent | 85% |
Commitments and contingencies -
Commitments and contingencies - Narrative (Details) $ in Thousands | 3 Months Ended | 12 Months Ended | ||||||||
Jan. 31, 2024 USD ($) | Mar. 08, 2023 USD ($) | Nov. 10, 2021 USD ($) | Dec. 22, 2020 | Aug. 23, 2019 | Feb. 09, 2016 | Mar. 30, 2024 USD ($) letter_of_credit | Apr. 01, 2023 USD ($) | Dec. 31, 2022 USD ($) | Dec. 31, 2023 USD ($) letter_of_credit | |
Loss Contingencies [Line Items] | ||||||||||
Number of letters of credit outstanding | letter_of_credit | 3 | 3 | ||||||||
Letters of credit outstanding, amount | $ 1,800 | $ 1,800 | ||||||||
Stop loss insurance, threshold per member per year | 250 | |||||||||
Three Injection OA Product | ||||||||||
Loss Contingencies [Line Items] | ||||||||||
Supply commitment, term | 10 years | |||||||||
Supply commitment, renewal term | 5 years | |||||||||
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 | $ 3,579 | $ 2,321 | ||||||||
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, rights and obligations, payment period | 5 days | |||||||||
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 paid | $ 709 | |||||||||
Finite-lived intangible asset recognized | $ 709 | |||||||||
Minimum | ||||||||||
Loss Contingencies [Line Items] | ||||||||||
Lessee, operating lease, remaining lease term | 1 month | |||||||||
Maximum | ||||||||||
Loss Contingencies [Line Items] | ||||||||||
Lessee, operating lease, remaining lease term | 9 years 1 month 6 days |
Commitments and contingencies_2
Commitments and contingencies - Schedule of Lease, Cost (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 30, 2024 | Apr. 01, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | ||
Operating lease cost | $ 888 | $ 1,069 |
Short-term lease cost | 80 | 206 |
Amortization of finance lease assets | 158 | 235 |
Interest on lease liabilities | 221 | 137 |
Total lease cost | 1,347 | 1,647 |
Cash paid for amounts included in measurement of lease liabilities: | ||
Operating cash flows from operating leases | 1,178 | 1,100 |
Operating cash flows from financing leases | 221 | 90 |
Financing cash flows from finance leases | 183 | 37 |
Right-of-use assets obtained in exchange for lease obligations: | ||
Operating lease obligations | 95 | 225 |
Financing lease obligations | $ 0 | $ 9,141 |
Commitments and contingencies_3
Commitments and contingencies - Schedule of Assets and Liabilities, Lessee (Details) - USD ($) $ in Thousands | Mar. 30, 2024 | Dec. 31, 2023 |
Operating leases: | ||
Operating lease assets | $ 12,462 | $ 13,353 |
Operating lease liabilities—current | 4,028 | 4,057 |
Operating lease liabilities—noncurrent | 9,671 | 10,573 |
Total operating lease liabilities | 13,699 | 14,630 |
Finance leases: | ||
Property, plant and equipment, net (finance leases) | 13,884 | 14,279 |
Finance lease liabilities—current | 778 | 759 |
Finance lease liabilities—noncurrent | 10,184 | 10,386 |
Total financing lease liabilities | $ 10,962 | $ 11,145 |
Weighted average remaining lease term (years) for leases | ||
Operating leases | 3 years 7 months 6 days | 3 years 9 months 18 days |
Finance leases | 9 years 1 month 6 days | 9 years 3 months 18 days |
Weighted average discount rate for leases | ||
Operating leases | 4.70% | 4.70% |
Finance leases | 8.10% | 8.10% |
Finance Lease, Right-of-Use Asset, Statement of Financial Position [Extensible Enumeration] | Property and equipment, net | Property and equipment, net |
Revenue from Contract with Cust
Revenue from Contract with Customer - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 30, 2024 | Apr. 01, 2023 | |
Disaggregation of Revenue [Line Items] | ||
Total net sales | $ 129,457 | $ 119,059 |
Customer One | Revenue Benchmark | Customer | ||
Disaggregation of Revenue [Line Items] | ||
Total net sales | $ 13,143 | |
Revenue percentage of total net sales | 10.20% | |
U.S. | ||
Disaggregation of Revenue [Line Items] | ||
Revenues | 1,712 | |
Total net sales | $ 114,281 | 103,978 |
International | ||
Disaggregation of Revenue [Line Items] | ||
Revenues | 65 | |
Total net sales | $ 15,176 | $ 15,081 |
Revenue recognition - Schedule
Revenue recognition - Schedule of Disaggregation of Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 30, 2024 | Apr. 01, 2023 | |
Disaggregation of Revenue [Line Items] | ||
Total net sales | $ 129,457 | $ 119,059 |
U.S. | ||
Disaggregation of Revenue [Line Items] | ||
Total net sales | 114,281 | 103,978 |
U.S. | Pain Treatments | ||
Disaggregation of Revenue [Line Items] | ||
Total net sales | 50,637 | 40,995 |
U.S. | Restorative Therapies | ||
Disaggregation of Revenue [Line Items] | ||
Total net sales | 25,304 | 30,776 |
U.S. | Surgical Solutions | ||
Disaggregation of Revenue [Line Items] | ||
Total net sales | 38,340 | 32,207 |
International | ||
Disaggregation of Revenue [Line Items] | ||
Total net sales | 15,176 | 15,081 |
International | Pain Treatments | ||
Disaggregation of Revenue [Line Items] | ||
Total net sales | 6,052 | 5,331 |
International | Restorative Therapies | ||
Disaggregation of Revenue [Line Items] | ||
Total net sales | 5,170 | 5,549 |
International | Surgical Solutions | ||
Disaggregation of Revenue [Line Items] | ||
Total net sales | $ 3,954 | $ 4,201 |
Segments - Narrative (Details)
Segments - Narrative (Details) $ in Thousands | 3 Months Ended | |
Mar. 30, 2024 USD ($) segment | Apr. 01, 2023 USD ($) | |
Segment Reporting Information [Line Items] | ||
Number of reportable segments | segment | 2 | |
U.S. | Operating Segments | ||
Segment Reporting Information [Line Items] | ||
Revenues | $ 114,281 | $ 103,978 |
International | Operating Segments | ||
Segment Reporting Information [Line Items] | ||
Revenues | $ 15,176 | $ 15,081 |
Segments - Schedule of Reconcil
Segments - Schedule of Reconciliation of Operating Profit (Loss) from Segments to Consolidated (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 30, 2024 | Apr. 01, 2023 | |
Segment Reporting Information [Line Items] | ||
Interest expense, net | $ (10,339) | $ (9,694) |
Depreciation and amortization | (11,785) | (16,473) |
Equity compensation | (2,591) | |
Impairments of assets | 0 | (78,615) |
Loss before income taxes | (5,075) | (100,164) |
Segment Reconciling Items | ||
Segment Reporting Information [Line Items] | ||
Interest expense, net | (10,339) | (9,694) |
Depreciation and amortization | (11,785) | (16,473) |
Acquisition and related costs | (211) | (1,175) |
Shareholder litigation costs | (1,168) | 0 |
Restructuring and succession charges | (53) | (317) |
Equity compensation | (2,591) | (1,846) |
Financial restructuring costs | (352) | (5,330) |
Impairments of assets | 0 | (78,615) |
Other items | (1,199) | (3,665) |
U.S. | Operating Segments | ||
Segment Reporting Information [Line Items] | ||
Segment Adjusted EBITDA | 19,756 | 14,712 |
International | Operating Segments | ||
Segment Reporting Information [Line Items] | ||
Segment Adjusted EBITDA | $ 2,867 | $ 2,239 |
Discontinued Operations - Narra
Discontinued Operations - Narrative (Details) | Feb. 27, 2023 |
Discontinued Operations, Disposed of by Means Other than Sale | 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 and Dis
Discontinued Operations and Disposal Groups - Schedule of Statement of Operations (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 30, 2024 | Apr. 01, 2023 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Loss on deconsolidation | $ 60,639 | $ 60,639 |
Non-refundable payments | 10,150 | 10,150 |
Disposed of by Sale | ||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Cash | 1,356 | 1,356 |
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 | 1,728 |
Research and development expense | 0 | 396 |
Change in fair value of contingent consideration | 0 | 1,710 |
Depreciation and amortization | 0 | 4,264 |
Impairments of assets | 0 | 0 |
Operating loss from discontinued operations | 0 | 8,098 |
Interest expense, net | 0 | 4,889 |
Other (income) expense | 0 | 61,442 |
Other (income) expense | 0 | 66,331 |
Loss before income taxes | 0 | (74,429) |
Income tax benefit, net | 0 | 0 |
Net loss from discontinued operations | 0 | (74,429) |
Loss attributable to noncontrolling interest - discontinued operations | 0 | 14,937 |
Net loss attributable to Bioventus Inc. - discontinued operations | $ 0 | $ (59,492) |