PART I. FINANCIAL INFORMATION [Item 1. Financial Statements (Unaudited)](index=5&type=section&id=Item%201.%20Financial%20Statements%20%28Unaudited%29) This section presents the unaudited consolidated condensed financial statements for Bioventus Inc. for the three and nine months ended September 30, 2023, and October 1, 2022 [Consolidated Condensed Statements of Operations and Comprehensive Loss](index=5&type=section&id=Consolidated%20Condensed%20Statements%20of%20Operations%20and%20Comprehensive%20Loss) The company reported a net loss from continuing operations of $8.8 million for Q3 2023, a significant improvement from the $101.0 million loss in the same period of 2022 Q3 & Nine Months 2023 vs 2022 Operating Results (in thousands) | Metric | Q3 2023 | Q3 2022 | 9M 2023 | 9M 2022 | | :--- | :--- | :--- | :--- | :--- | | **Net Sales** | $120,794 | $128,662 | $376,922 | $386,283 | | **Gross Profit** | $78,850 | $84,535 | $241,892 | $256,891 | | **Operating Income (Loss)** | $2,418 | $(126,839) | $(82,890) | $(151,597) | | **Net Loss from Continuing Operations** | $(8,791) | $(101,035) | $(113,540) | $(123,174) | | **Net Loss Attributable to Bioventus Inc.** | $(7,303) | $(108,245) | $(150,134) | $(126,774) | | **Loss Per Share (Basic & Diluted)** | $(0.12) | $(1.76) | $(2.40) | $(2.07) | [Consolidated Condensed Balance Sheets](index=6&type=section&id=Consolidated%20Condensed%20Balance%20Sheets) Total assets decreased to $811.1 million as of September 30, 2023, from $1.37 billion at year-end 2022, primarily due to divestitures Balance Sheet Summary (in thousands) | Account | Sep 30, 2023 | Dec 31, 2022 | | :--- | :--- | :--- | | **Total Current Assets** | $249,452 | $272,575 | | **Total Assets** | $811,104 | $1,372,649 | | **Total Current Liabilities** | $160,843 | $304,017 | | **Total Liabilities** | $584,648 | $960,427 | | **Total Stockholders' Equity** | $226,456 | $412,222 | [Consolidated Condensed Statements of Cash Flows](index=9&type=section&id=Consolidated%20Condensed%20Statements%20of%20Cash%20Flows) Net cash from operating activities significantly improved to $5.0 million for the nine months ended September 30, 2023, from a net cash use of $18.8 million in the prior-year period Nine Months Ended Cash Flow Summary (in thousands) | Cash Flow Activity | Sep 30, 2023 | Oct 1, 2022 | | :--- | :--- | :--- | | **Net cash from operating activities** | $4,970 | $(18,781) | | **Net cash from investing activities** | $16,398 | $(113,033) | | **Net cash from financing activities** | $(26,639) | $67,514 | | **Net change in cash, cash equivalents and restricted cash** | $(5,010) | $(64,831) | | **Cash at end of period** | $26,827 | $34,382 | [Notes to the Unaudited Consolidated Condensed Financial Statements](index=10&type=section&id=Notes%20to%20the%20Unaudited%20Consolidated%20Condensed%20Financial%20Statements) The notes detail significant accounting policies and events, including a "Going Concern" warning and details on recent divestitures and acquisitions - The company has substantial doubt about its ability to continue as a going concern due to the risk of violating financial covenants under its Credit and Guaranty Agreement in 2024[59](index=59&type=chunk)[60](index=60&type=chunk)[292](index=292&type=chunk) - On May 22, 2023, the company sold its Wound Business (TheraSkin and TheraGenesis products) for potential consideration of **$84.9 million**, including **$34.9 million** at closing and up to **$45.0 million** in earn-outs[69](index=69&type=chunk)[187](index=187&type=chunk) - On February 27, 2023, the company deconsolidated its subsidiary CartiHeal, transferring shares to a trustee and relieving **$60.6 million** in deferred consideration and milestone obligations[72](index=72&type=chunk)[190](index=190&type=chunk) - The company identified and is correcting immaterial misstatements from prior periods related to the calculation of noncontrolling interest and deferred income taxes[33](index=33&type=chunk)[34](index=34&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations (MD&A)](index=33&type=section&id=Item%202.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations%20%28MD%26A%29) This section provides management's perspective on the company's financial performance, condition, and liquidity, highlighting key transactions and the "Going Concern" issue [Results of Operations](index=36&type=section&id=Results%20of%20Operations) Net sales decreased 6.1% to $120.8 million in Q3 2023, driven by the Wound Business divestiture and lower pricing in Pain Treatments, partially offset by growth in Surgical Solutions and International sales Net Sales by Segment and Vertical - Q3 2023 vs Q3 2022 (in thousands) | Segment / Vertical | Q3 2023 | Q3 2022 | Change $ | Change % | | :--- | :--- | :--- | :--- | :--- | | **U.S. Total** | **$106,227** | **$116,288** | **$(10,061)** | **(8.7%)** | | Pain Treatments | $48,416 | $47,010 | $1,406 | 3.0% | | Restorative Therapies | $24,855 | $38,096 | $(13,241) | (34.8%) | | Surgical Solutions | $32,956 | $31,182 | $1,774 | 5.7% | | **International Total** | **$14,567** | **$12,374** | **$2,193** | **17.7%** | | **Total Net Sales** | **$120,794** | **$128,662** | **$(7,868)** | **(6.1%)** | Adjusted EBITDA Reconciliation Summary (in thousands) | Line Item | Q3 2023 | Q3 2022 | 9M 2023 | 9M 2022 | | :--- | :--- | :--- | :--- | :--- | | **Net loss from continuing operations** | $(8,791) | $(101,035) | $(113,540) | $(123,174) | | **Adjustments (Depreciation, Interest, Taxes, etc.)** | $30,526 | $122,958 | $180,384 | $174,598 | | **Adjusted EBITDA** | **$21,735** | **$21,923** | **$66,844** | **$51,424** | - The decrease in U.S. Restorative Therapies sales was primarily due to the divestiture of the Wound Business and volume decline in the Advanced Rehabilitation business[223](index=223&type=chunk) - SG&A expenses decreased by **$9.1 million (11.6%)** in Q3 2023 due to lower equity-based compensation, reduced bad debt, and cost-saving initiatives[251](index=251&type=chunk) [Liquidity and Capital Resources](index=45&type=section&id=Liquidity%20and%20Capital%20Resources) The company's liquidity is under pressure, leading to a "Going Concern" disclosure due to the risk of violating financial covenants in 2024 - The company's financial position and forecasts raise substantial doubt about its ability to continue as a going concern, primarily due to the risk of breaching debt covenants in 2024[292](index=292&type=chunk)[59](index=59&type=chunk) - Cash, cash equivalents and restricted cash decreased to **$26.8 million** as of September 30, 2023, from **$30.2 million** at December 31, 2022[1](index=1&type=chunk) - The company amended its credit agreement on March 31, 2023, to modify financial covenants, waive prior noncompliance, and modify interest rates, requiring liquidity of at least **$10.0 million**[96](index=96&type=chunk)[274](index=274&type=chunk) - For the nine months of 2023, net cash from continuing operations was **$7.1 million**, a **$25.1 million** improvement from the prior year, driven by lower compensation and cost reductions[276](index=276&type=chunk)[324](index=324&type=chunk) [Controls and Procedures](index=48&type=section&id=Item%204.%20Controls%20and%20Procedures) Management concluded that due to ongoing material weaknesses, the company's disclosure controls and procedures were not effective as of September 30, 2023 - The CEO and CFO concluded that disclosure controls and procedures were not effective as of September 30, 2023, due to ongoing material weaknesses[302](index=302&type=chunk) - A material weakness exists in the control environment due to an ineffective risk assessment process, inadequate personnel resources, and high employee turnover[279](index=279&type=chunk) - A separate material weakness was identified related to the Q3 2022 rebates accrual, where processes were insufficient, leading to a subsequent **$8.4 million** revenue reduction[281](index=281&type=chunk) - Remediation efforts include reinforcing control execution and accountability, hiring additional resources, prioritizing key projects, and implementing new processes and controls for the rebates accrual, though not yet fully remediated[305](index=305&type=chunk)[331](index=331&type=chunk) PART II. OTHER INFORMATION [Legal Proceedings](index=50&type=section&id=Item%201.%20Legal%20Proceedings) The company is involved in several legal proceedings, including a putative class action lawsuit and a related derivative shareholder lawsuit - A class action lawsuit (Ciarciello v. Bioventus) was filed in January 2023, alleging failure to disclose information on rebate practices and financial prospects, with Exchange Act claims proceeding to discovery[176](index=176&type=chunk)[308](index=308&type=chunk) - A related derivative shareholder lawsuit (Grogan v. Reali) was filed in October 2023, alleging similar misconduct, with the company seeking to stay this case[176](index=176&type=chunk)[308](index=308&type=chunk) - Litigation related to the Bioness acquisition has been largely resolved, with Bioventus being dismissed from one case in April 2023 and another matter settled in December 2022[201](index=201&type=chunk)[335](index=335&type=chunk) [Risk Factors](index=52&type=section&id=Item%201A.%20Risk%20Factors) This section updates the company's risk factors, highlighting the potential adverse impact of the ongoing conflict in Israel on its business operations - A new risk factor highlights the ongoing conflict in Israel, which could adversely impact the company's manufacturing facility in Hod Hasharon, producing rehabilitation products accounting for less than **10%** of total net sales[313](index=313&type=chunk) - Potential impacts from the conflict include manufacturing disruptions, export delays, inability of regulatory bodies to visit the facility, and employee shortages due to military call-ups[313](index=313&type=chunk) - The company reiterates that its international operations subject it to various economic, political, and regulatory risks, including currency fluctuations, trade barriers, and geopolitical actions[313](index=313&type=chunk)[340](index=340&type=chunk)

Bioventus Inc. (NASDAQ:BVS) Q2 2023 Results Conference Call August 8, 2023 8:30 AM ET Dave Crawford - VP, IR Mark Singleton - SVP and CFO Chase Knickerbocker - Craig-Hallum Capital Group Robbie Marcus - JPMorgan Thank you for standing by, and welcome to Bioventus, Inc. Second Quarter 2023 Earnings Conference Call. Dave Crawford Tony will begin his remarks with an update on our business and outlook for the second half of the year, followed by a review of the quarter. Mark will offer further detail of our sec ...

Forward-Looking Statements This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements contained in this press release that do not relate to matters of historical fact should be considered forward-looking statements, including, without limitation, statements concerning our future financial results and liquidity; our ability to continue as a going concern; ...

Dave Crawford - VP, IR Tony Bihl - CEO Mark Singleton - SVP and CFO Operator I would now like to turn the conference over to Dave Crawford, Vice President, Investor Relations. Please go ahead. Before we begin, I would like to remind everyone that our remarks today may contain forward-looking statements that are based on the current expectations of management and involve inherent risks and uncertainties that could cause actual results to differ materially from those indicated, including the risks and uncerta ...

Bioventus Inc. (NASDAQ:BVS) Q4 2022 Earnings Conference Call March 31, 2023 8:30 AM ET Company Participants Dave Crawford - Vice President, Investor Relations Ken Reali - Chief Executive Officer Mark Singleton - Senior Vice President and Chief Financial Officer Conference Call Participants Alex Nowak - Craig-Hallum Caitlin Cronin - Canaccord Operator Good day. And welcome to the Bioventus Incorporated Fourth Quarter 2022 Earnings Conference Call. All participants will be in a listen-only mode. [Operator Ins ...

Consolidation UNITED STATES FORM 10-K Delaware 81-0980861 (State or Other Jurisdiction of Incorporation or Organization) (I.R.S. Employer Identification No.) SIGNATURES PART I Item 1. Business Item 1A. Risk Factors Item 1B. Unresolved Staff Comments Item 2. Properties Item 3. Legal Proceedings Item 4. Mine Safety Disclosures Table of Contents The Company is an accelerated public company filer. Therefore, required effective dates for adopting new or revised accounting standards are generally earlier than whe ...

Bioventus Inc. (NASDAQ:BVS) Q3 2022 Earnings Conference Call November 8, 2022 8:30 AM ET Company Participants Dave Crawford - VP of IR Ken Reali - CEO Mark Singleton - SVP and CFO Conference Call Participants Chase Knickerbocker - Craig-Hallum Capital Group Caitlin Cronin - Canaccord Genuity Drew Ranieri - Morgan Stanley Philip Coover - Goldman Sachs Rohin Patel - JPMorgan Operator Good day, and welcome to Bioventus Inc. Third Quarter 2022 Earnings Conference Call. All participants will be in a listen-only ...

Bioventus Inc. (NASDAQ:BVS) Q2 2022 Earnings Conference Call August 11, 2022 8:30 AM ET Company Participants Dave Crawford - VP of IR Ken Reali - CEO Mark Singleton - SVP and CFO Conference Call Participants Alex Nowak - Craig-Hallum Capital Group Robbie Marcus - JPMorgan Drew Ranieri - Morgan Stanley Phil Coover - Goldman Sachs Operator Good morning, and welcome to the Bioventus Incorporated Second Quarter 2022 Earnings Conference Call. All participants will be in listen-only mode. [Operator Instructions]. ...

August 11, 2022 Q1 2021 Results Innovations For Active Healing Second Quarter 2022 Financial Results Agenda and Speakers Ken Reali Chief Executive Officer Q2 2022 Review Progress on 2022 Priorities Mark Singleton Senior Vice-President and Chief Financial Officer Q2 2022 Results CartiHeal Financing 2022 Guidance Forward Looking Statements and Non-GAAP Financial Measures Forward-Looking Statements This presentation contains forward-looking statements within the meaning of Section 27A of the Securities Act of ...

Bioventus Inc. (NASDAQ:BVS) Q1 2022 Earnings Conference Call May 10, 2022 8:30 AM ET Company Participants Dave Crawford - Vice President of Investor Relations Ken Reali - Chief Executive Officer Mark Singleton - Senior Vice President and Chief Financial Office Conference Call Participants Alex Nowak - Craig Hallum Operator Good day and thank you for standing by. Welcome to Bioventus First Quarter 2022 Earnings Conference Call. [Operator Instructions] Please be advised that todayÂ's conference is being recor ...