• Bioventus Reports Third Quarter Results; Updates Full-Year 2021 Financial Guidance

    Source: Nasdaq GlobeNewswire / 09 Nov 2021 07:00:02   America/New_York

    DURHAM, N.C., Nov. 09, 2021 (GLOBE NEWSWIRE) -- Bioventus Inc. (Nasdaq: BVS) ("Bioventus" or "the Company"), a global leader in innovations for active healing, today reported financial results for three and nine months ended October 2, 2021.

    Q3 Financial Summary & Recent Highlights:

    • Net Sales of $108.9 million, up $23.0 million, or 26.8%, year-over-year, comprising:
      • Net Sales from legacy Bioventus Inc. of $98.1 million, representing organic revenue growth* of 14.2% year-over-year, and
      • Net Sales from the acquisition of Bioness Inc. of $10.8 million.
    • Net Loss of ($2.3) million, compared to Net Income of $8.0 million in prior year.
    • Adjusted EBITDA* of $21.3 million, compared to $23.1 million in prior year.
    • Updates full-year 2021 Net Sales guidance to $425-$430 million, up from $405-$415 million, driven by strong Q3 results, Q4 expectations, and the inclusion of the Company's recent acquisition of Misonix Inc.

    “During the third quarter, we continued building momentum across our diversified portfolio as the Bioventus team demonstrated strong execution and resiliency, driving double-digit organic growth despite some pandemic related headwinds in our Bone Graft Substitutes business,” stated Ken Reali, Bioventus’ chief executive officer. “The strong performance of our organization has enabled us to again raise our full-year revenue guidance.”

    Mr. Reali continued, “We are on-track to complete the integration of Bioness in the first quarter of 2022 and deliver on our cost synergy targets over the course of the next year. Finally, we are excited to have closed our acquisition of Misonix and to welcome the Misonix employees to Bioventus. This is a significant milestone that will enable multiple growth levers within the combined business. Our new Bioventus organization will allow us to go deeper with our customers leveraging our infrastructure and driving significant shareholder value over the near and medium term.”

    Third Quarter 2021 Financial Results:

    The following table represents net sales by geographic region, and by vertical, for the three months ended October 2, 2021 and September 26, 2020, respectively:

     Three Months Ended Change
    ($ thousands, except for percentage)October 2,
    2021    		 September 26,
    2020    		 $ %
    By Geographic Region:       
    U.S.$99,162  $78,886  $20,276  25.7%
    International9,728  7,022  2,706  38.5%
    Net Sales$108,890  $85,908  $22,982  26.8%
    By Vertical:       
    Pain Treatments and Joint Preservation$60,635  $48,781  $11,854  24.3%
    Restorative Therapies30,475  20,000  10,475  52.4%
    Bone Graft Substitutes17,780  17,127  653  3.8%
    Net Sales$108,890  $85,908  $22,982  26.8%


    Net sales of $108.9 million compared to $85.9 million for the third quarter of 2020, an increase of $23.0 million, or 26.8%, year-over-year, primarily due to acquisitions, strong commercial execution and ongoing recovery from the COVID-19 pandemic. International net sales for the third quarter of 2021 increased 38.5% year-over-year, or 34.7% on a constant currency* basis.

    Gross profit was $79.1 million, or 72.6% of net sales, compared to $62.5 million, or 72.7% of net sales, for the third quarter of 2020, an increase of $16.6 million, or 26.6%, year-over-year. Non-GAAP gross profit*   was $85.7 million, or 78.7% of net sales, compared to $67.9 million, or 79.1% of net sales, for the third quarter of 2020, an increase of $17.8 million, or 26.1%, year-over-year.

    Operating loss was ($1.0) million, compared to operating income of $6.9 million for the third quarter of 2020, a decrease of ($8.0) million, or (115.1%), year-over-year. Operating margin was (1.0%) of net sales, compared to 8.1% of net sales for the third quarter of 2020. 

    Non-GAAP operating income* was $15.1 million, compared to $14.7 million for the third quarter of 2020, an increase of $0.3 million, or 2.3%, year-over-year. Non-GAAP operating margin* was 13.8% of net sales, compared to 17.1% of net sales for the third quarter of 2020.

    Net Loss was ($2.3) million compared to net income of $8.0 million for the third quarter of 2020, a change of ($10.2) million or (128.5%), year-over-year.

    Adjusted EBITDA* was $21.3 million, compared to $23.1 million for the third quarter of 2020, a decrease of ($1.8) million, or (7.7%), year-over-year.

    Non-GAAP net income* was $13.8 million, compared to $12.6 million, for the third quarter of 2020, an increase of $1.3 million, or 10.1%, year-over-year.

    As of October 2, 2021, the Company had $80.9 million in cash and cash equivalents and $177.4 million in debt obligations, compared to $86.8 million in cash and cash equivalents and $188.4 million in debt obligations as of December 31, 2020.

    Updated Full Year 2021 Financial Guidance:

    For the twelve months ending December 31, 2021, the Company now expects:

    • Net sales of $425 million to $430 million, up approximately 32% to 34% year-over-year. The full year 2021 net sales guidance range is comprised of:
      • Net sales from legacy Bioventus Inc. of $378.1 million to $382.1 million, representing organic revenue growth* in the range of approximately 18% to 19% year-over-year, and,
      • Net sales from the recent acquisitions of Bioness Inc and Misonix Inc of approximately $46.9 million to $47.9 million.
    • Net income of $1.8 million to $3.7 million, compared to net income of $14.7 million for the twelve months ended December 31, 2020.
    • Non-GAAP net income* of $72.1 million to $75.6 million, compared to $47.4 million for the twelve months ended December 31, 2020.
    • Adjusted EBITDA* of $77.8 million to $82.0 million, compared to $72.4 million for the twelve months ended December 31, 2020.

    The Company's guidance reflects its current expectations regarding the impact of COVID-19 on its business. The severity and duration of the COVID-19 pandemic are outside of the Company’s control and, given the uncertain nature of the pandemic, could cause the Company’s future operating results to be different from our current expectations, particularly if the impact of the pandemic worsens.

    Presentation: This press release presents historical results, for the periods presented, of Bioventus Inc., including Bioventus LLC, the predecessor of Bioventus Inc. for financial reporting purposes. 

    Third Quarter 2021 Earnings Conference Call:

    Management will host a conference call to discuss the Company’s financial results and provide a business update, with a question and answer session, at 8:30 a.m. Eastern Time on November 9, 2021. Those who would like to participate may dial 844-945-2085 (442-268-1266 for international callers) and provide access code 9652759.

    A live webcast of the call and any accompanying materials will also be provided on the investor relations section of the Company's website at https://ir.bioventus.com/.

    The webcast will be archived on the Company’s website at https://ir.bioventus.com/ and available for replay until November 8, 2022.

    About Bioventus

    Bioventus delivers clinically proven, cost-effective products that help people heal quickly and safely. Its mission is to make a difference by helping patients resume and enjoy active lives. The Innovations for Active Healing from Bioventus include offerings for pain treatments, restorative therapies and surgical solutions. Built on a commitment to high quality standards, evidence-based medicine and strong ethical behavior, Bioventus is a trusted partner for physicians worldwide. For more information, visit www.bioventus.com, and follow the Company on LinkedIn and Twitter. Bioventus and the Bioventus logo are registered trademarks of Bioventus LLC.

    Legal Notice Regarding Forward-Looking Statements

    This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements contained in this press release that do not relate to matters of historical fact should be considered forward-looking statements, including, without limitation, statements concerning our business strategy, position and operations; expected sales trends, opportunities and growth; the ongoing COVID-19 pandemic; the expected benefits and impact of Bioventus’ products, including in certain regions, and biologic drug candidates; the benefits of and expected completion of integration efforts for the Bioness and Misonix acquisitions; and the Company’s financial guidance and expected financial performance. In some cases, you can identify forward-looking statements by terminology such as “aim,” “anticipate,” “assume,” “believe,” “contemplate,” “continue,” “could,” “due,” “estimate,” “expect,” “goal,” “intend,” “may,” “objective,” “plan,” “predict,” “potential,” “positioned,” “seek,” “should,” “target,” “will,” “would” and other similar expressions that are predictions of or indicate future events and future trends, or the negative of these terms or other comparable terminology, although not all forward-looking statements contain these words. Forward-looking statements are inherently subject to risks and uncertainties, some of which cannot be predicted or quantified. Factors that could cause actual results to differ materially from those contemplated in this press release include, but are not limited to, statements about the adverse impacts on our business as a result of the COVID-19 pandemic; our dependence on a limited number of products; our ability to develop, acquire and commercialize new products, line extensions or expanded indications; the continued and future acceptance of our existing portfolio of products and any new products, line extensions or expanded indications by physicians, patients, third-party payers and others in the medical community; our ability to differentiate the hyaluronic acid (“HA”) viscosupplementation therapies we own or distribute from alternative therapies for the treatment of osteoarthritic; the proposed down-classification of non-invasive bone growth stimulators, including our Exogen system, by the U.S. Food and Drug Administration ("FDA"); our ability to achieve and maintain adequate levels of coverage and/or reimbursement for our products, the procedures using our products, or any future products we may seek to commercialize, including any potential changes by Centers for Medicare and Medicaid Services in the manner in which our HA viscosupplementation products are reimbursed, our ability to complete acquisitions or successfully integrate new businesses, products or technologies in a cost-effective and non-disruptive manner; including the Misonix acquisition; competition against other companies; the negative impact on our ability to market our HA products due to the reclassification of HA products from medical devices to drugs in the United States by the FDA; our ability to attract, retain and motivate our senior management and qualified personnel; our ability to continue to research, develop and manufacture our products if our facilities are damaged or become inoperable; failure to comply with the extensive government regulations related to our products and operations; enforcement actions if we engage in improper claims submission practices or in improper marketing or promotion of our products; the FDA regulatory process and our ability to obtain and maintain required regulatory clearances and approvals; failure to comply with the government regulations that apply to our human cells, tissues and cellular or tissue-based products; the clinical studies of any of our future products that do not produce results necessary to support regulatory clearance or approval in the United States or elsewhere; and the other risks identified in the Risk Factors section of the Company’s public filings with the Securities and Exchange Commission (“SEC”), including Bioventus’ Annual Report on Form 10-K for the year ended December 31, 2020, as updated in our Quarterly Report on Form 10-Q for the three months ended October 2, 2021 and as such factors may be further updated from time to time in Bioventus’ other filings with the SEC, which are accessible on the SEC’s website at www.sec.gov and the Investor Relations page of Bioventus’ website at ir.bioventus.com. Except to the extent required by law, the Company undertakes no obligation to update or review any estimate, projection, or forward-looking statement. Actual results may differ materially from those set forth in the forward-looking statements.


    BIOVENTUS INC.

    Consolidated condensed balance sheets
    As of October 2, 2021 and December 31, 2020
    (Amounts in thousands, except share amounts) (unaudited)

     October 2,
    2021    		 December 31,
    2020
    Assets   
    Current assets:   
    Cash and cash equivalents$80,917  $86,839 
    Accounts receivable, net105,442  88,283 
    Inventory36,565  29,120 
    Prepaid and other current assets23,154  7,552 
    Total current assets246,078  211,794 
    Restricted cash50,000  — 
    Property and equipment, net10,297  6,879 
    Goodwill52,885  49,800 
    Intangible assets, net248,794  191,650 
    Operating lease assets16,938  14,961 
    Deferred tax assets481  — 
    Investment and other assets29,317  19,382 
    Total assets$654,790  $494,466 
    Liabilities and Members’ Equity   
    Current liabilities:   
    Accounts payable$10,897  $4,422 
    Accrued liabilities107,554  88,187 
    Accrued equity-based compensation10,875  11,054 
    Current portion of long-term debt15,000  15,000 
    Current portion of contingent consideration13,386  — 
    Other current liabilities2,993  3,926 
    Total current liabilities160,705  122,589 
    Long-term debt, less current portion162,437  173,378 
    Accrued equity-based compensation, less current portion—  29,249 
    Deferred income taxes47,687  3,362 
    Contingent consideration, less current portion30,906  — 
    Other long-term liabilities22,558  21,728 
    Total liabilities424,293  350,306 
    Stockholders’ and Members’ Equity:   
    Members' equity—  144,160 
    Preferred stock, $0.001 par value, 10,000,000 shares authorized, 0 shares issued   
    Class A common stock, $0.001 par value, 250,000,000 shares authorized, 41,097,292 shares issued and outstanding41  — 
    Class B common stock, $0.001 par value, 50,000,000 shares authorized, 15,786,737 shares issued and outstanding16  — 
    Additional paid-in capital158,480  — 
    Accumulated deficit(6,238) — 
    Accumulated other comprehensive income204  — 
    Total stockholders’ equity attributable to Bioventus Inc. and members’ equity152,503  144,160 
    Noncontrolling interest77,994  — 
    Total stockholders’ and members’ equity230,497  144,160 
    Total liabilities and stockholders’ and members’ equity$654,790  $494,466 


    BIOVENTUS INC.

    Consolidated condensed statements of operations and comprehensive (loss) income
    (Amounts in thousands, except share and per share data, unaudited)

     Three Months Ended Nine Months Ended
     October 2,
    2021    		 September 26,
    2020    		 October 2,
    2021    		 September 26,
    2020
    Net sales$108,890  $85,908  $300,484  $222,570 
    Cost of sales (including depreciation and amortization of $6,637 and $5,477, $17,491 and $16,076 respectively)29,821  23,444  85,546  62,521 
    Gross profit79,069  62,464  214,938  160,049 
    Selling, general and administrative expense69,636  50,295  173,372  131,104 
    Research and development expense6,153  3,569  11,936  8,311 
    Restructuring costs1,798  —  1,798  — 
    Change in fair value of contingent consideration651  —  1,292  — 
    Depreciation and amortization1,878  1,667  5,655  5,305 
    Impairment of variable interest entity assets—  —  5,674  — 
    Operating (loss) income(1,047) 6,933  15,211  15,329 
    Interest expense1,347  1,880  152  7,095 
    Other expense (income)757  (3,285) 2,821  (4,539)
    Other expense (income)2,104  (1,405) 2,973  2,556 
    (Loss) income before income taxes(3,151) 8,338  12,238  12,773 
    Income tax (benefit) expense(882) 373  759  302 
    Net (loss) income(2,269) 7,965  11,479  12,471 
    Loss attributable to noncontrolling interest1,198  492  8,260  1,164 
    Net (loss) income attributable to Bioventus Inc.$(1,071) $8,457  $19,739  $13,635 
            
    Net (loss) income$(2,269) $7,965  $11,479  $12,471 
    Other comprehensive (loss) income, net of tax       
    Change in foreign currency translation adjustments(366) 943  (1,225) 687 
    Comprehensive (loss) income(2,635) 8,908  10,254  13,158 
    Comprehensive loss attributable to noncontrolling interest1,300  492  8,182  1,164 
    Comprehensive (loss) income attributable to Bioventus Inc.$(1,335) $9,400  $18,436  $14,322 
            
    Loss per share of Class A common stock(1):       
    Basic and diluted$(0.03)   $(0.15)  
    Weighted-average shares of Class A common stock outstanding(1):       
    Basic and diluted41,837,581    41,816,706   
            
    (1) Per share information for the nine months ended October 2, 2021 represents loss per share of Class A common stock and weighted-average shares of Class A common stock outstanding from February 16, 2021 through October 2, 2021, the period following Bioventus Inc.'s initial public offering and related transactions described in Note 1. Organization and Note 7. Earnings per share within the Notes to the Unaudited Condensed Consolidated Financial Statements in the Company's Quarterly Report on Form 10-Q for the quarter ended October 2, 2021.


     

    BIOVENTUS INC.

    Consolidated condensed statements of cash flows
    (Amounts in thousands, unaudited)

     Three Months Ended Nine Months Ended
     October 2,
    2021    		 September 26,
    2020    		 October 2,
    2021    		 September 26,
    2020
    Operating activities:       
    Net (loss) income$(2,269) $7,965  $11,479  $12,471 
    Adjustments to reconcile net income to net cash provided by operating activities from continuing operations:       
    Depreciation and amortization8,522  7,276  23,185  21,789 
    Equity-based compensation5,938  7,390  (10,621) 619 
    Change in fair value of contingent consideration651  —  1,292  — 
    Change in fair value of Equity Participation Rights—  —  (2,774) (788)
    Change in fair value of interest rate swap(81) (21) (1,391) 1,980 
    Impairments related to variable interest entity—  —  7,043  — 
    Other, net404  (205) (210) 823 
    Changes in working capital(2,578) (1,164) (18,129) 9,858 
    Net cash from operating activities - continuing operations10,587  21,241  9,874  46,752 
    Net cash from operating activities - discontinued operations—  (400) —  (400)
    Net cash from operating activities10,587  20,841  9,874  46,352 
    Investing activities:       
    Purchase of Bioness, Inc., net of cash acquired(1,000) —  (46,790) — 
    Investments(11,124) (16,630) (11,124) (16,630)
    Purchase of property and equipment(1,926) (1,281) (4,568) (2,331)
    Other864  152  —  — 
    Net cash from investing activities - continuing operations(13,186) (17,759) (62,482) (18,961)
    Net cash from investing activities - discontinued operations—  —  —  172 
    Net cash from investing activities(13,186) (17,759) (62,482) (18,789)
    Financing activities:       
    Proceeds from issuance of Class A common stock sold in initial public offering, net of underwriting discounts and offering costs—  —  107,777  — 
    Proceeds from issuance of Class A and B common stock417  —  747  — 
    Borrowing on revolver—  —  —  49,000 
    Payments on revolver—  (49,000) —  (49,000)
    Payments on long-term debt(3,750) (2,500) (11,250) (5,000)
    Refunds (distributions) - members(996) (5,616) (183) (14,691)
    Other, net(17) —  (28) — 
    Net cash from financing activities(4,346) (57,116) 97,063  (19,691)
    Effect of exchange rate changes on cash(206) 272  (377) 86 
    Net change in cash, cash equivalents and restricted cash(7,151) (53,762) 44,078  7,958 
    Cash, cash equivalents and restricted cash at the beginning of the period138,068  126,240  86,839  64,520 
    Cash, cash equivalents and restricted cash at the end of the period$130,917  $72,478  $130,917  $72,478 


    Use of Non-GAAP Financial Measures

    Net Sales and International Net Sales Growth on a Constant Currency Basis

    Net Sales and International Net Sales Growth on a Constant Currency Basis is a non-GAAP measure, which is calculated by translating current and prior year results at the same foreign currency exchange rate. Constant currency can be presented for numerous GAAP measures, but is most commonly used by management to facilitate the comparison sales in foreign currencies to prior periods and analyze net sales performance without the impact of changes in foreign currency exchange rates.

    Organic Revenue Growth

    The Company defines the term “organic revenue” as revenue in the stated period excluding the impact from business acquisitions and divestitures. The Company uses the related term “organic revenue growth” to refer to the financial performance metric of comparing the stated period organic revenue with the reported revenue of the corresponding period in the prior year. The Company believes that these non-GAAP financial measures, when taken together with our GAAP financial measures, allows the Company and its investors to better measure the Company’s performance and evaluate long-term performance trends. Organic revenue growth also facilitates easier comparisons of the Company’s performance with prior and future periods and relative comparisons to its peers. The Company excludes the effect of acquisitions and divestitures because these activities can have a significant impact on the Company's reported results, which the Company believes makes comparisons of long-term performance trends difficult for management and investors.

    Adjusted EBITDA, Non-GAAP Gross Profit, Non-GAAP Gross Margin, Non-GAAP Operating Income, Non-GAAP Operating Expense, Non-GAAP Operating Margin, Non-GAAP Net Income, and Non-GAAP Earnings per share of Class A Common Stock.

    We present Adjusted EBITDA, Non-GAAP Gross Profit, Non-GAAP Gross Margin, Non-GAAP Operating Income, Non-GAAP Operating Expense, Non-GAAP Operating Margin, Non-GAAP Net Income, and Non-GAAP Earnings per share of Class A Common Stock, all non-GAAP financial measures, to supplement our financial reporting, because we believe these measures are useful indicators of our operating performance.

    We define Adjusted EBITDA as net income (loss) from continuing operations before depreciation and amortization, provision of income taxes and interest expense (income), adjusted for the impact of certain cash, non-cash and other items that we do not consider in our evaluation of ongoing operating performance. These items include equity compensation, restructuring costs, loss on debt retirement and modification, COVID-19 benefits, net, succession and transition charges, foreign currency impact, acquisitions and integration costs, inventory step-up costs, equity loss in unconsolidated investments, change in fair value of contingent consideration, impairments related to variable interest entity and other non-recurring costs. See the table below for a reconciliation of net income to Adjusted EBITDA. Our management uses Adjusted EBITDA principally as a measure of our operating performance and believes that Adjusted EBITDA is useful to our investors because it is frequently used by securities analysts, investors and other interested parties often use it in their evaluation of the operating performance of companies in industries similar to ours. Our management also uses Adjusted EBITDA for planning purposes, including the preparation of our annual operating budget and financial projections.

    Our management uses Non-GAAP Gross Profit, Non-GAAP Gross Margin, Non-GAAP Operating Income, Non-GAAP Operating Expense, Non-GAAP Operating Margin and Non-GAAP Net Income principally as measures of our operating performance and believe that these non-GAAP financial measures are useful to better understand the long term recurring performance of our core business and to facilitate comparison of our results to those of peer companies. Our management also uses these non-GAAP financial measures for planning purposes, including the preparation of our annual operating budget and financial projections.

    We define Non-GAAP Gross Profit as gross profit, adjusted for the impact of certain cash, non-cash and other items that we do not consider in our evaluation of ongoing operating performance. These items include depreciation and amortization included in the cost of goods sold and acquisition costs in cost of goods sold. We define Non-GAAP Gross Margin as the calculated ratio of Non-GAAP Gross Profit to net sales. See the table below for a reconciliation of gross profit and gross margin to Non-GAAP Gross Profit and Gross Margin.

    We define Non-GAAP Operating Income as operating income, adjusted for the impact of certain cash, non-cash and other items that we do not consider in our evaluation of ongoing operating performance. These items include depreciation and amortization included in the cost of goods sold, amortization included in operating expenses, restructuring costs, change in fair value of contingent consideration, COVID-19 expense, succession and transition charges, acquisition and integration costs, inventory step-up costs, impairments related to variable interest entity and other non-recurring costs. Non-GAAP Operating Margin is defined as defined as Non-GAAP Operating Income divided by net sales. See the table below for a reconciliation of Operating Income and operating margin to Non-GAAP Operating Income and Non-GAAP Operating Margin.

    We define Non-GAAP Operating Expense as operating expenses, adjusted to exclude certain cash, non-cash and other items that we do not consider in our evaluation of ongoing operating performance. These items include amortization included in operating expenses, restructuring costs, change in fair value of contingent consideration, COVID-19 expense, succession and transition charges, acquisition and integration costs, impairments related to variable interest entity and other non-recurring costs. See the table below for a reconciliation of Operating Expenses to Non-GAAP Operating Expenses.

    We define Non-GAAP Net Income as Net Income, adjusted for the impact of certain cash, non-cash and other items that we do not consider in our evaluation of ongoing operating performance. These items include depreciation and amortization included in the cost of goods sold, amortization included in operating expenses, restructuring costs, change in fair value of contingent consideration, loss on debt retirement and modification, COVID-19 expense, COVID-19 income, succession and transition charges, acquisition and integration costs, inventory step-up costs, impairments related to variable interest entity and other non-recurring costs. See the table below for a reconciliation of Net Income to Non-GAAP Net Income.

    We define Non-GAAP Earnings per Class A share as Earnings per Class A share, adjusted for the impact of certain cash, non-cash and other items that we do not consider in our evaluation of ongoing operating performance. These items include depreciation and amortization included in the cost of goods sold, amortization included in operating expenses, restructuring costs, change in fair value of contingent consideration, acquisition and integration costs and other non-recurring costs, divided by weighted average number of shares of Class A common stock outstanding during the period. See the table below for a reconciliation of loss per Class A share to Non-GAAP Earnings per Class A share.

    Reconciliation of Net (Loss) Income to Adjusted EBITDA (unaudited)

     Three Months Ended Nine Months Ended
    ($, thousands)October 2,
    2021    		 September 26,
    2020    		 October 2,
    2021    		 September 26,
    2020
    Net (loss) income$(2,269) $7,965  $11,479  $12,471 
    Depreciation and amortization(a)8,522  7,276  23,185  21,789 
    Income tax (benefit) expense(882) 373  759  302 
    Interest expense1,347  1,880  152  7,095 
    Equity compensation(b)5,938  7,390  (10,621) 619 
    Restructuring costs(c)1,798  —  1,798  — 
    COVID-19 benefits, net(d)—  (3,057) —  (4,158)
    Succession and transition charges(e)—  771  344  5,345 
    Foreign currency impact(f)17  (98) (47) (58)
    Acquisition and integration costs(g)1,575  —  6,604  — 
    Inventory step-up costs(h)—  —  2,106  — 
    Equity loss in unconsolidated investments(i)419  —  1,320  — 
    Change in fair value of contingent consideration(j)651  —  1,292  — 
    Impairments related to variable interest entity(k)—  —  7,043  — 
    Other non-recurring costs(l)4,199  601  6,858  884 
    Adjusted EBITDA$21,315  $23,101  $52,272  $44,289 

    (a) Includes for the three months ended October 2, 2021 and September 26, 2020 and the nine months ended October 2, 2021 and September 26, 2020, respectively, depreciation and amortization of $6,637, $5,477, $17,491 and $16,076 in cost of sales and $1,878, $1,667, $5,655 and $5,305 presented in the consolidated statements of operations and comprehensive (loss) income with the balance in research and development.
    (b) The three and nine months ended October 2, 2021 primarily includes equity-based compensation expense (income) resulting from awards granted under the Company’s current equity based compensation plan (2021 Plan) and compensation costs. The nine months ended October 2, 2021 also includes the change in fair market value of accrued equity-based compensation related to the BV LLC Phantom Profits Interest Plan (Phantom Plan) due to expected pricing with our IPO. Equity compensation expenses for the three and nine months ended September 26, 2020 represents compensation from the Company’s management incentive plan and Phantom Plan as well as the change in fair market value of accrued equity-based compensation related to the plans due to the impact of the COVID-19 pandemic on our business.
    (c) Costs incurred as a result of adopting a restructuring plan for businesses recently acquired to reduce headcount, reorganize management structure and consolidate certain facilities.
    (d) Represents income resulting from the Coronavirus Aid, Relief and Economic Security ("CARES") Act offset by additional cleaning and disinfecting expenses and contract termination fees for canceled events.
    (e) Primarily represents costs related to the CEO transition.
    (f) Foreign currency impact represents realized and unrealized gains and losses from fluctuations in foreign currency and is included within other (income) loss in the consolidated statements of operations and comprehensive (loss) income.
    (g) Represents costs incurred to acquire and integrate Bioness.
    (h) Amortization of the inventory step-up associated with the Bioness acquisition.
    (i) Represents CartiHeal equity investment losses.
    (j) Represents changes in fair value of contingent consideration associated with the Bioness acquisition.
    (k) Represents loss on impairment on Harbor's long-lived assets, and the Company's investment in Harbor.
    (l) Other non-recurring costs primarily includes charges associated with strategic transactions, such as potential acquisitions and public company preparation costs, primarily accounting and legal fees.

     


    Reconciliation of Net (Loss) Income to Non-GAAP Net Income (unaudited)

     Three Months Ended Nine Months Ended
    ($, thousands)October 2,
    2021    		 September 26,
    2020    		 October 2,
    2021    		 September 26,
    2020
    Net (loss) income$(2,269) $7,965  $11,479  $12,471 
    Depreciation & amortization included in cost of goods sold6,637  5,477  17,491  16,076 
    Amortization included in operating expenses1,241  1,408  3,813  4,537 
    Restructuring costs(a)1,798  —  1,798  — 
    Change in fair value of contingent consideration651  —  1,292  — 
    COVID-19 expense(b)—  130  —  277 
    COVID-19 income(c)—  (3,187) —  (4,435)
    Succession and transition charges (d)—  771  344  5,345 
    Acquisition and Integration costs(e)1,575  —  6,604  — 
    Inventory step-up costs(f)—  —  2,106  — 
    Impairments related to variable interest entity(g)—  —  7,043  — 
    Other non-recurring items(h)4,199  —  6,858  — 
    Non-GAAP Net income$13,832  $12,564  $58,828  $34,271 

    (a) Costs incurred as a result of adopting a restructuring plan for businesses recently acquired to reduce headcount, reorganize management structure and consolidate certain facilities.
    (b) Additional cleaning and disinfection expenses and contract termination fees for canceled events included in operating expenses.
    (c) Represents income resulting from the Coronavirus Aid, Relief and Economic Security ("CARES") Act.
    (d) Primarily represents costs related to the CEO transition.
    (e) Represents costs incurred to acquire and integrate Bioness.
    (f) Amortization of the inventory step-up associated with the Bioness acquisition.
    (g) Represents loss on impairment on Harbor's long-lived assets, and the Company's investment in Harbor.
    (h) Other non-recurring costs primarily includes charges associated with strategic transactions, such as potential acquisitions and public company preparation costs, primarily accounting and legal fees.


    Reconciliation of Loss per share of Class A Common Stock to Non-GAAP Earnings per share of Class A Common Stock (unaudited)

     Three Months Ended
    October 2, 2021
    Weighted average Class A Common Stock outstanding, basic & diluted 41,837,581 
    Loss per share of Class A Common Stock (basic & diluted)$(0.03)
    Depreciation and amortization included in cost of goods sold 0.12 
    Amortization included in operating expenses 0.02 
    Restructuring costs(a) 0.03 
    Change in fair value of contingent consideration 0.01 
    Acquisition and Integration costs(b) 0.03 
    Other non-recurring items(c) 0.07 
    Non-GAAP Earnings per share of Class A Common Stock (basic & diluted)$0.25 

    (a) Costs incurred as a result of adopting a restructuring plan for businesses recently acquired to reduce headcount, reorganize management structure and consolidate certain facilities.
    (b) Costs related to the Bioness acquisition.
    (c) Other non-recurring primarily consists of charges associated with potential strategic transactions, such as potential acquisitions.


    Reconciliation of Gross Profit to Non-GAAP Gross Profit and Gross Margin to Non-GAAP Gross Margin (unaudited)

     Three Months Ended Nine Months Ended
    ($, thousands)October 2,
    2021    		 September 26,
    2020    		 October 2,
    2021    		 September 26,
    2020
    Gross Profit$79,069  $62,464  $214,938  $160,049 
    Gross Margin 72.6%  72.7%  71.5%  71.9%
    Depreciation and Amortization included in cost of goods sold 6,637   5,477   17,491   16,076 
    Acquisition costs in cost of goods sold —   —   2,106   — 
    Non-GAAP Gross Profit$85,706  $67,941  $234,535  $176,125 
    Non-GAAP Gross Margin 78.7%  79.1%  78.1%  79.1%

    Reconciliation of Operating (Loss) Income to Non-GAAP Operating Income and Operating Margin to Non-GAAP Operating Margin (unaudited)

     Three Months Ended Nine Months Ended
    ($, thousands)October 2,
    2021    		 September 26,
    2020    		 October 2,
    2021    		 September 26,
    2020
    Operating (loss) income$(1,047) $6,933  $15,211  $15,329 
    Operating Margin(1.0 %) 8.1% 5.1% 6.9%
    Depreciation and Amortization included in cost of goods sold 6,637   5,477  17,491   16,076 
    Amortization included in operating expenses 1,241   1,408  3,813   4,537 
    Restructuring costs(a) 1,798   —  1,798   — 
    Change in fair value of contingent consideration 651   —  1,292   — 
    COVID-19 expense(b) —   130   —   277 
    Succession and transition charges(c) —   771  344   5,345 
    Acquisition and Integration costs(d) 1,575   —  6,604   — 
    Inventory step-up costs(e) —   —  2,106   — 
    Impairments related to variable interest entity(f) —   —  5,674   — 
    Other non-recurring items(g) 4,199   —  6,858   — 
    Non-GAAP Operating Income$15,054  $14,719  $61,191  $41,564 
    Non-GAAP Operating Margin13.8% 17.1% 20.4% 18.7%

    (a) Costs incurred as a result of adopting a restructuring plan for businesses recently acquired to reduce headcount, reorganize management structure and consolidate certain facilities.
    (b) Additional cleaning and disinfection expenses and contract termination fees for canceled events included in operating expenses.
    (c) Primarily represents costs related to the CEO transition.
    (d) Costs related to the Bioness acquisition.
    (e) Amortization of the inventory step-up associated with the Bioness acquisition.
    (f) Represents loss on impairment on Harbor's long-lived assets.
    (g) Other non-recurring primarily consists of charges associated with potential strategic transactions, such as potential acquisitions.


    Reconciliation of Operating Expenses to Non-GAAP Operating Expenses (unaudited)

     Three Months Ended Nine Months Ended
    ($, thousands)October 2,
    2021    		 September 26,
    2020    		 October 2,
    2021    		 September 26,
    2020
    Operating Expenses$80,116  $55,531  $199,727  $144,720 
    Amortization included in operating expenses1,241  1,408  3,813  4,537 
    Restructuring costs(a)1,798  —  1,798  — 
    Change in fair value of contingent consideration651  —  1,292  — 
    COVID-19 expense(b)—  130  —  277 
    Succession and transition charges(c)—  771  344  5,345 
    Acquisition and Integration costs(d)1,575  —  6,604  — 
    Impairments related to variable interest entity(e)—  —  5,674   — 
    Other non-recurring items(f)4,199  —  6,858  — 
    Non-GAAP Operating Expenses$70,652  $53,222  $173,344  $134,561 

    (a) Costs incurred as a result of adopting a restructuring plan for businesses recently acquired to reduce headcount, reorganize management structure and consolidate certain facilities.
    (b) Additional cleaning and disinfection expenses and contract termination fees for canceled events included in operating expenses.
    (c) Primarily represents costs related to the CEO transition.
    (d) Costs related to the Bioness acquisition.
    (e) Represents loss on impairment on Harbor's long-lived assets.
    (f) Other non-recurring primarily consists of charges associated with potential strategic transactions, such as potential acquisitions.


    Reconciliation of Guidance Range for Gross Profit to Non-GAAP Gross Profit and Gross Margin to Non-GAAP Gross Margin for the twelve months ending December 31, 2021

    ($, thousands)2021 Guidance
    Low    		 2021 Guidance
    High    		 Twelve
    Months Ended
    December 31,
    2020
    Net Sales$425,000  $430,000  $321,161 
    Cost of Sales 123,700   125,600   87,642 
    Gross Profit 301,300   304,400   233,519 
    Gross Margin70.9% 70.8% 72.7%
    Depreciation and Amortization included in cost of goods sold 25,200   26,000   21,169 
    Acquisition costs in cost of goods sold 4,100   4,100   — 
    Non-GAAP Gross Profit$330,600  $334,500  $254,688 
    Non-GAAP Gross Margin77.8% 77.8% 79.3%


    Reconciliation of Guidance Range for Net Income to Non-GAAP Net Income for the twelve months ending December 31, 2021

    ($, thousands)2021 Guidance
    Low    		 2021 Guidance
    High    		 Twelve
    Months Ended
    December 31,
    2020
    Net income$1,800  $3,700  $14,722 
    Depreciation and Amortization included in cost of goods sold25,600  26,400  21,168 
    Amortization included in operating expenses5,500  5,500  5,868 
    Loss on debt retirement and modification2,000  2,000  — 
    COVID-19 expense—  —  576 
    COVID-19 income—  —  (4,699)
    Succession & Transition300  300  5,609 
    Restructuring costs2,800  3,000  563 
    Acquisition and Integration costs13,100  13,100  — 
    Inventory step-up costs4,100  4,100  — 
    Change in fair value of contingent consideration1,900  2,000  — 
    Impairments related to variable interest entity7,000  7,000  — 
    Other non-recurring costs (a)8,000  8,500  3,590 
    Non-GAAP Net income$72,100  $75,600  $47,397 

    (a) Represents anticipated charges in connection with potential strategic investments.


    Reconciliation of Guidance Range for Net Income to Adjusted EBITDA
    for the twelve months ending December 31, 2021

    ($, thousands)2021 Guidance
    Low    		 2021 Guidance
    High    		 Twelve
    Months Ended
    December 31,
    2020
    Net Income$1,800  $3,700  $14,722 
    Depreciation and amortization33,700  34,500  28,643 
    Loss on debt retirement and modification2,000  2,000  — 
    Income tax expense2,400  2,900  1,192 
    Interest expense2,800  3,000  9,751 
    Equity compensation(3,900) (3,900) 10,103 
    COVID-19 benefits, net —   —  (4,123)
    Succession and transition charges300  300  5,609 
    Restructuring costs2,800  3,000   563 
    Foreign currency impact—  —  (117)
    Equity loss in unconsolidated investments1,800  1,800  467 
    Acquisition and Integration costs13,100  13,100  — 
    Inventory step-up costs4,100  4,100  — 
    Change in fair value of contingent consideration1,900  2,000  — 
    Impairments related to variable interest entity7,000  7,000  — 
    Other non-recurring costs (a)8,000  8,500  5,633 
    Adjusted EBITDA$77,800  $82,000  $72,443 

    (a) Represents anticipated charges in connection with potential strategic investments.

       
    Investor Inquiries: Press and Media Inquiries:
    Dave Crawford Thomas Hill
    Bioventus Bioventus
    investor.relations@bioventus.com thomas.hill@bioventus.com

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