News

Bioventus Announces Divestiture of its Advanced Rehabilitation Business to Accelmed Partners

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by Scott Petrie

Bioventus Agrees to Nationwide Contract with Aetna Medicare Advantage Plans for DUROLANE for Knee Osteoarthritis

DURHAM, NC – Dec. 5, 2023 – Bioventus Inc. (Nasdaq: BVS) (“Bioventus” or the “Company”), a global leader in innovations for active healing, has agreed to a nationwide contract with Aetna™ Medicare Advantage plans. Beginning January 1, 2024, over 3 million Aetna™ Medicare Advantage plan members will have access to DUROLANE to treat knee osteoarthritis (OA) pain. DUROLANE, is a single-injection hyaluronic acid (HA)-based joint-fluid treatment for patients. DUROLANE will be one of two single-injection HA products under contract.

OA involves the breakdown, or degeneration, of cartilage and the synovial fluid that cushions and lubricates joint tissues. Injection treatments of HA-based products, such as DUROLANE, help manage knee OA pain.

“We are pleased DUROLANE is among the preferred options available to both Aetna™ Medicare Advantage members and physicians,” said Anthony Doyle, General Manager, Pain Treatments and Restorative Therapies for Bioventus. “Both now have access to a safe HA product that is proven to provide relief from knee OA pain.”

 

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.

Investor and Media Inquiries:
Dave Crawford
919-474-6787
[email protected]

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by Scott Petrie

Bioventus Proceeds with Option Structure Agreement with CartiHeal

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by Scott Petrie

Bioventus Invests in Trice Medical Minimally Invasive Technologies

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by Scott Petrie

Dave Crawford Joins Bioventus as Vice President, Investor Relations and Treasurer

DURHAM, NC – August 23, 2021 – Bioventus Inc. (Nasdaq: BVS) (“Bioventus” or the “Company”), a global leader in innovations for active healing, has appointed Dave Crawford as its Vice President, Investor Relations and Treasurer. Crawford has more than 20 years of experience across multiple areas of finance and comes to Bioventus from Avanos Medical, Inc. where he served for nearly seven years as its Vice President Treasurer, Investor Relations and Financial Planning and Analysis.

“We are happy to welcome Dave to lead our investor relations department and manage treasury at Bioventus,” said Greg Anglum, Senior Vice President and CFO. “Dave’s record of accomplishments, strong relationships within the financial community and career in finance and treasury are a perfect fit for the Company.”

Previously, Crawford spent several years in finance and treasury roles with Kimberly-Clark Corporation and was later promoted to Chief Financial Officer of the company’s Global Healthcare Division. Prior to that, Crawford held financial and treasury roles with Eli Lilly & Company. He began his career as a tax consultant with Arthur Andersen.

Crawford has an MBA from Duke University and received a Bachelor of Business Administration in Accounting from the University of Notre Dame.

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 treatment & joint preservation, restorative therapies and bone graft substitutes. 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.

Media Contact:
Thomas Hill
Bioventus
 
[email protected]

Investor Inquiries:
Mike Piccinino, CFA, IRC
Westwicke/ICR
[email protected]

 

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by Scott Petrie

Bioventus Reports Second Quarter Results; Updates Full Year 2021 Financial Guidance

DURHAM, NC – August 10, 2021 – Bioventus Inc. (Nasdaq: BVS) ("Bioventus" or "the Company"), a global leader in innovations for active healing, today reported financial results for three and six months ended July 3, 2021.

Q2 Financial Summary & Recent Highlights:

• Net Sales of $109.8 million, up $51.8 million, or 89.3%, year-over-year, comprising:
  • Net Sales from legacy Bioventus Inc. of $97.9 million, representing organic revenue growth* of 68.8% year-over-year, and
  • Net Sales from the acquisition of Bioness Inc., of $11.9 million.
• Net Loss of ($10.8) million, an increase of ($4.8) million, or 80.3% year-over-year.
• Adjusted EBITDA* of $19.9 million, up $12.9 million, or 186.5% year-over-year.
• Updates full year 2021 financial guidance, and reaffirms recently raised¹ Net Sales growth guidance of 26% to 29% year-over-year and raises Non-GAAP guidance.
• Recently closed and announced acquisitions of Bioness and Misonix respectively raises Total Addressable Market to $15 billion.

“Bioventus delivered strong second quarter results, driven by our team's ability to build upon the momentum we saw exiting the first quarter.  We achieved significant sequential quarterly growth and year over year growth while also obtaining double digit organic growth in comparison to Q2 2019 for legacy Bioventus,” stated Ken Reali, Chief Executive Officer of Bioventus. "We have raised our full year 2021 financial guidance and we believe we are well positioned to execute our strategy to accelerate our multi-year growth profile."

Mr. Reali continued: “Our integration of Bioness, which we acquired at the end of the first quarter, is being executed per our plan and we expect will be largely complete by the end of Q4.  We were also very pleased to announce that we entered into a definitive agreement to acquire Misonix, Inc., an important strategic transaction that we expect to close in Q4.

Our pending acquisition of Misonix, in addition to Bioness, will expand our total addressable market and deepens our portfolio of products. We view both acquisitions as important strategic additions that will be accretive to our long-term growth profile while leveraging our significant global commercial presence in orthopedics."

¹ Prior guidance was provided on July 29, 2021

Second Quarter 2021 Financial Results:

The following table represents net sales by geographic region, and by vertical, for the three months ended July 3, 2021 and June 27, 2020, respectively:

	Three Months Ended								Change
($ thousands, except for percentage)	July 3, 2021				June 27, 2020				$				%
By Geographic Region:
U.S.	$	98,682			$	53,166			$	45,516			85.6	%
International	11,134				4,851				6,283				129.5	%
Net Sales	$	109,816			$	58,017			$	51,799			89.3	%
By Vertical:
Pain Treatments and Joint Preservation	$	56,704			$	28,868			$	27,836			96.4	%
Restorative Therapies	32,511				17,968				14,543				80.9	%
Bone Graft Substitutes	20,601				11,181				9,420				84.3	%
Net Sales	$	109,816			$	58,017			$	51,799			89.3	%

Net sales of $109.8 million compared to $58.0 million for the second quarter of 2020, an increase of $51.8 million, or 89.3%, year-over-year, primarily due to the recovery from the COVID-19 pandemic. International net sales for the second quarter of 2021 increased 129.5% year-over-year, or 112.2% on a constant currency* basis.

Gross profit was $76.3 million, or 69.5% of net sales, compared to $40.3 million, or 69.5% of net sales, for the second quarter of 2020, an increase of $36.0 million, or 89.1%, year-over-year. Non-GAAP gross profit*  was $84.0 million, or 76.5% of net sales, compared to $45.6 million, or 78.7% of net sales, for the second quarter of 2020, an increase of $38.4 million, or 84.1%, year-over-year.

Operating loss was ($5.7) million, compared to ($4.6) million for the second quarter of 2020, an increase of ($1.1) million, or 25.0%, year-over-year. Operating margin was (5.2)% of net sales, compared to (7.9)% of net sales for the second quarter of 2020.

Non-GAAP operating income* was $13.3 million, compared to $6.2 million for the second quarter of 2020, an increase of $7.1 million, or 113.4%, year-over-year. Non-GAAP operating margin* was 12.1% of net sales, compared to 10.7% of net sales for the second quarter of 2020.

Net Loss was $(10.8) million compared to $(6.0) million for the second quarter of 2020, an increase of $(4.8) million or 80.3%, year-over-year

Adjusted EBITDA* was $19.9 million, compared to $6.9 million for the second quarter of 2020, an increase of $12.9 million, or 186.5%, year-over-year.

Non-GAAP net income* was $9.6 million, compared to $3.6 million, for the second quarter of 2020, an increase of $6.0 million, or 168.0%, year-over-year.

As of July 3, 2021, the Company had $136.1 million in cash and cash equivalents and $181.1 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 $405 million to $415 million, up approximately 26% to 29% year-over-year. The full year 2021 net sales guidance range is comprised of:
  • Net sales from legacy Bioventus Inc. of $372.5 million to $380.5 million, representing organic revenue growth* in the range of approximately 16% to 18% year-over-year, and,
  • Net sales from the acquisition of Bioness Inc., following the closing date of March 30, 2021, of approximately $32.5 million to $34.5 million.
• Net income of $13.0 million to $17.6 million, compared to net income of $14.7 million for the twelve months ended December 31, 2020.
• Non-GAAP net income* of $67.1 million to $69.5 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 the Company’s 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.

Second 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 5:00 p.m. Eastern Time on August 10, 2021. Those who would like to participate may dial 844-945-2085 (442-268-1266 for international callers) and provide access code 1650599.

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 August 10, 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 treatment & joint preservation, restorative therapies and bone graft substitutes. 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; expected completion of integration efforts for Bioness; the closing of the pending Misonix acquisition; 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 such factors may be 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 July 3, 2021 and December 31, 2020

(Amounts in thousands, except share and per share data) (unaudited)

	July 3, 2021				December 31, 2020
Assets
Current assets:
Cash and cash equivalents	$	136,065			$	86,839
Restricted cash	2,003				—
Accounts receivable, net	102,029				88,283
Inventory	34,020				29,120
Prepaid and other current assets	15,943				7,552
Total current assets	290,060				211,794
Property and equipment, net	8,960				6,879
Goodwill	52,135				49,800
Intangible assets, net	257,848				191,650
Operating lease assets	17,669				14,961
Deferred tax assets	481				—
Investment and other assets	19,483				19,382
Total assets	$	646,636			494,466
Liabilities and Members’ Equity
Current liabilities:
Accounts payable	$	9,881			$	4,422
Accrued liabilities	105,246				88,187
Accrued equity-based compensation	10,875				11,054
Current portion of long-term debt	15,000				15,000
Current portion of contingent consideration	13,220				—
Other current liabilities	3,964				3,926
Total current liabilities	158,186				122,589
Long-term debt, less current portion	166,084				173,378
Accrued equity-based compensation, less current portion	—				29,249
Deferred income taxes	48,410				3,362
Contingent consideration, less current portion	30,421				—
Other long-term liabilities	24,171				21,728
Total liabilities	427,272				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, 41,062,652 shares issued and outstanding	41				—
Class B common stock, $0.001 par value, 50,000,000 shares authorized, 15,786,737 shares issued and outstanding	16				—
Additional paid-in capital	146,199				—
Accumulated deficit	(5,167)				—
Accumulated other comprehensive income	468				—
Total stockholders’ equity attributable to Bioventus Inc. and members’ equity	141,557				144,160
Noncontrolling interest	77,807				—
Total stockholders’ and members’ equity	219,364				144,160
Total liabilities and stockholders’ and members’ equity	$	646,636			$	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								Six Months Ended
	July 3, 2021				June 27, 2020				July 3, 2021				June 27, 2020
Net sales	$	109,816			$	58,017			$	191,594			$	136,662
Cost of sales (including depreciation and amortization of $5,618 and $5,292, $10,854 and $10,599 respectively)	33,503				17,668				55,725				39,077
Gross profit	76,313				40,349				135,869				97,585
Selling, general and administrative expense	69,050				40,533				103,736				80,809
Research and development expense	4,836				2,596				5,783				4,742
Change in fair value of contingent consideration	641				—				641				—
Depreciation and amortization	1,852				1,813				3,777				3,638
Impairment of variable interest entity assets	5,674				—				5,674				—
Operating (loss) income	(5,740)				(4,593)				16,258				8,396
Interest expense (income)	1,681				2,834				(1,195)				5,215
Other expense (income)	1,645				(1,337)				2,064				(1,254)
Other expense	3,326				1,497				869				3,961
(Loss) income before income taxes	(9,066)				(6,090)				15,389				4,435
Income tax expense (benefit)	1,714				(110)				1,641				(71)
Net (loss) income	(10,780)				(5,980)				13,748				4,506
Loss attributable to noncontrolling interest	6,654				214				7,062				672
Net (loss) income attributable to Bioventus Inc.	(4,126)				(5,766)				20,810				5,178
Net (loss) income	(10,780)				(5,980)				13,748				4,506
Other comprehensive income (loss), net of tax
Change in foreign currency translation adjustments	23				213				(859)				(256)
Comprehensive (loss) income	(10,757)				(5,767)				12,889				4,250
Comprehensive loss attributable to noncontrolling interest	6,648				214				6,882				672
Comprehensive (loss) income attributable to Bioventus Inc.	$	(4,109)			$	(5,553)			$	19,771			$	4,922
Loss per share of Class A common stock(1):
Basic and diluted	$	(0.10)							$	(0.12)
Weighted-average shares of Class A common stock outstanding(1):
Basic and diluted	41,805,347								41,802,840
(1) Per share information for the six months ended July 3, 2021 represents loss per share of Class A common stock and weighted-average shares of Class A common stock outstanding from February 16, 2021 through July 3, 2021, the period following Bioventus Inc.'s initial public offering and related transactions described in Note 1. Organization and Note 7. Earnings per share within the Notes to the Unaudited Condensed Consolidated Financial Statements in the Company's Quarterly Report on Form 10-Q for the quarter ended July 3, 2021.

BIOVENTUS INC.

Consolidated condensed statements of cash flows

(Amounts in thousands, unaudited)

	Three Months Ended								Six Months Ended
	July 3, 2021				June 27, 2020				July 3, 2021				June 27, 2020
Operating activities:
Net (loss) income	$	(10,780)			$	(5,980)			$	13,748			$	4,506
Adjustments to reconcile net income to net cash provided by (used in) operating activities from continuing operations:
Depreciation and amortization	7,479				7,248				14,663				14,513
Equity-based compensation	5,853				255				(16,559)				(6,771)
Change in fair value of contingent consideration	641				—				641				—
Change in fair value of Equity Participation Rights unit	—				—				(2,774)				(788)
Change in fair value of interest rate swap	255				933				(1,310)				2,001
Impairments related to variable interest entity	7,043				—				7,043				—
Other, net	(1,280)				483				(614)				1,028
Changes in working capital	8,118				4,881				(15,551)				11,022
Net cash from operating activities	17,329				7,820				(713)				25,511
Investing activities:
Purchase of Bioness, Inc, net of cash acquired	1				—				(45,790)				—
Purchase of property and equipment	(1,272)				(751)				(2,642)				(1,050)
Other	(1,377)				—				(864)				(152)
Net cash from investing activities - continuing operations	(2,648)				(751)				(49,296)				(1,202)
Net cash from investing activities - discontinued operations	—				172				—				172
Net cash from investing activities	(2,648)				(579)				(49,296)				(1,030)
Financing activities:
Proceeds from issuance of Class A common stock sold in initial public offering, net of underwriting discounts and offering costs	(2,633)				—				107,777				—
Proceeds from issuance of Class A and B common stock	314				—				330				—
Borrowing on revolver	—				—				—				49,000
Payments on long-term debt	(3,750)				(2,500)				(7,500)				(2,500)
Refunds (distributions) - members	(41)				(9,075)				813				(9,075)
Other, net	(7)				218				(11)				—
Net cash from financing activities	(6,117)				(11,357)				101,409				37,425
Effect of exchange rate changes on cash	50				74				(171)				(186)
Net change in cash, cash equivalents and restricted cash	8,614				(4,042)				51,229				61,720
Cash, cash equivalents and restricted cash at the beginning of the period	129,454				130,282				86,839				64,520
Cash, cash equivalents and restricted cash at the end of the period	$	138,068			$	126,240			$	138,068			$	126,240

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, 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, change in fair value of contingent consideration, 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. 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, change in fair value of contingent consideration, COVID-19 expense, COVID-19 income, 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, change in fair value of contingent consideration, 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, change in fair value of contingent consideration, succession and transition charges, acquisition and integration costs, inventory step-up costs, impairments related to variable interest entity 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								Six Months Ended
($, thousands)	July 3, 2021				June 27, 2020				July 3, 2021				June 27, 2020
Net (loss) income	$	(10,780)			$	(5,980)			$	13,748			$	4,506
Depreciation and amortization(a)	7,479				7,248				14,663				14,513
Income tax expense (benefit)	1,714				(110)				1,641				(71)
Interest expense (income)	1,681				2,834				(1,195)				5,215
Equity compensation(b)	5,853				255				(16,559)				(6,771)
COVID-19 benefits, net(c)	—				(1,101)				—				(1,101)
Succession and transition charges(d)	187				3,801				344				4,574
Foreign currency impact(e)	(12)				(46)				(64)				40
Acquisition and integration costs(f)	1,833				—				5,029				—
Inventory step-up costs(g)	2,106				—				2,106				—
Equity loss in unconsolidated investments(h)	432				—				901				—
Change in fair value of contingent consideration(i)	641				—				641				—
Impairments related to variable interest entity(j)	7,043				—				7,043				—
Other non-recurring costs(k)	1,710				41				2,659				283
Adjusted EBITDA	$	19,887			$	6,942			$	30,957			$	21,188

• Includes for the three months ended July 3, 2021 and June 27, 2020 and the six months ended July 3, 2021 and June 27, 2020, respectively, depreciation and amortization of $5,618, $5,292, $10,854 and $10,599 in cost of sales and $1,852, $1,813, $3,777 and $3,638 presented in the consolidated statements of operations and comprehensive (loss) income with the balance in research and development.
• The three and six months ended July 3, 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 six months ended July 3, 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 six months ended June 27, 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.
• 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.
• Primarily represents costs related to the CEO transition.
• 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.
• Represents costs incurred to acquire and integrate Bioness.
• Amortization of the inventory step-up associated with the Bioness acquisition.
• Represents CartiHeal equity investment losses.
• Represents changes in fair value of contingent consideration associated with the Bioness acquisition.
• Represents loss on impairment on Harbor's long-lived assets, and the Company's investment in Harbor.
• 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.

	Three Months Ended								Six Months Ended
($, thousands)	July 3, 2021				June 27, 2020				July 3, 2021				June 27, 2020
Net (loss) income	$	(10,780)			$	(5,980)			$	13,748			$	4,506
Depreciation & amortization included in cost of goods sold	5,618				5,292				10,854				10,599
Amortization included in operating expenses	1,241				1,570				2,572				3,129
Change in fair value of contingent consideration	641				—				641				—
COVID-19 expense(a)	—				147				—				147
COVID-19 income(b)	—				(1,248)				—				(1,248)
Succession and transition charges (c)	187				3,801				344				4,574
Acquisition and Integration costs(d)	1,833				—				5,029				—
Inventory step-up costs(e)	2,106				—				2,106				—
Impairments related to variable interest entity(f)	7,043				—				7,043				—
Other non-recurring items(g)	1,710				—				2,659				—
Non-GAAP Net income	$	9,599			$	3,582			$	44,996			$	21,707

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

	Three Months Ended July 3, 2021
Weighted average Class A Common Stock outstanding, basic & diluted	41,805,347
Loss per share of Class A Common Stock (basic & diluted)	$	(0.10)
Depreciation and amortization included in cost of goods sold	0.10
Amortization included in operating expenses	0.02
Change in fair value of contingent consideration	0.01
Succession and transition charges(c)	0.00
Acquisition and Integration costs(d)	0.03
Inventory step-up costs(e)	0.04
Impairments related to variable interest entity(f)	0.03
Other non-recurring items(g)	0.03
Non-GAAP Earnings per share of Class A Common Stock (basic & diluted)	$	0.16

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

• Additional cleaning and disinfection expenses and contract termination fees for canceled events included in operating expenses.
• Represents income resulting from the CARES Act.
• Primarily represents costs related to the CEO transition.
• Costs related to the Bioness acquisition.
• Amortization of the inventory step-up associated with the Bioness acquisition.
• Represents loss on impairment on Harbor's long-lived assets, and the Company's investment in Harbor.
• 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								Six Months Ended
($, thousands)	July 3, 2021				June 27, 2020				July 3, 2021				June 27, 2020
Gross Profit	$	76,313			$	40,349			$	135,869			$	97,585
Gross Margin	69.5		%		69.5		%		70.9		%		71.4		%
Depreciation and Amortization included in cost of goods sold	5,618				5,292				10,854				10,599
Acquisition costs in cost of goods sold	2,106				—				2,106				—
Non-GAAP Gross Profit	$	84,037			$	45,641			$	148,829			$	108,184
Non-GAAP Gross Margin	76.5		%		78.7		%		77.7		%		79.2		%

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

	Three Months Ended								Six Months Ended
($, thousands)	July 3, 2021				June 27, 2020				July 3, 2021				June 27, 2020
Operating (loss) income	$	(5,740)			$	(4,593)			$	16,258			$	8,396
Operating Margin	(5.2		%)		(7.9		%)		8.5		%		6.1		%
Depreciation and Amortization included in cost of goods sold	5,618				5,292				10,854				10,599
Amortization included in operating expenses	1,241				1,570				2,572				3,129
Change in fair value of contingent consideration	641				—				641				—
COVID-19 expense(a)	—				147				—				147
COVID-19 income(b)	—				—				—				—
Succession and transition charges(c)	187				3,801				344				4,574
Acquisition and Integration costs(d)	1,833				—				5,029				—
Inventory step-up costs(e)	2,106				—				2,106				—
Impairments related to variable interest entity(f)	5,674				—				5,674				—
Other non-recurring items(g)	1,710				—				2,659				—
Non-GAAP Operating Income	$	13,270			$	6,217			$	46,137			$	26,845
Non-GAAP Operating Margin	12.1		%		10.7		%		24.1		%		19.6		%

• Additional cleaning and disinfection expenses and contract termination fees for canceled events included in operating expenses.
• Represents income resulting from the CARES Act.
• Primarily represents costs related to the CEO transition.
• Costs related to the Bioness acquisition.
• Amortization of the inventory step-up associated with the Bioness acquisition.
• Represents loss on impairment on Harbor's long-lived assets.
• 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								Six Months Ended
($, thousands)	July 3, 2021				June 27, 2020				July 3, 2021				June 27, 2020
Operating Expenses	$	82,053			$	44,942			$	119,611			$	89,189
Amortization included in operating expenses	1,241				1,570				2,572				3,129
Change in fair value of contingent consideration	641				—				641				—
COVID-19 expense(a)	—				147				—				147
COVID-19 income(b)	—				—				—				—
Succession and transition charges(c)	187				3,801				344				4,574
Acquisition and Integration costs(d)	1,833				—				5,029				—
Impairments related to variable interest entity(e)	5,674				—				5,674				—
Other non-recurring items(f)	1,710				—				2,659				—
Non-GAAP Operating Expenses	$	70,767			$	39,424			$	102,692			$	81,339

•  Additional cleaning and disinfection expenses and contract termination fees for canceled events included in operating expenses.
• Represents income resulting from the CARES Act.
• Primarily represents costs related to the CEO transition.
• Costs related to the Bioness acquisition.
• Represents loss on impairment on Harbor's long-lived assets.
• 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	$	405,000			$	415,000			$	321,161
Cost of Sales	116,900				116,700				87,642
Gross Profit	288,100				298,300				233,519
Gross Margin	71.1		%		71.9		%		72.7		%
Depreciation and Amortization included in cost of goods sold	24,100				23,600				21,169
Acquisition costs in cost of goods sold	2,100				2,100				—
Non-GAAP Gross Profit	$	314,300			$	324,000			$	254,688
Non-GAAP Gross Margin	77.6		%		78.1		%		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	$	13,000			$	17,600			$	14,722
Depreciation and Amortization included in cost of goods sold	24,100				23,600				21,168
Amortization included in operating expenses	5,800				5,400				5,868
COVID-19 expense	—				—				576
COVID-19 income	—				—				(4,699)
Succession & Transition	300				300				5,609
Restructuring costs	—				—				563
Acquisition and Integration costs	8,000				7,500				—
Inventory step-up costs	2,100				2,100
Change in fair value of contingent consideration	1,800				2,000				—
Impairments related to variable interest entity	7,000				7,000				—
Other non-recurring costs (a)	5,000				4,000				3,590
Non-GAAP Net income	$	67,100			$	69,500			$	47,397

• 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	$	13,000			$	17,600			$	14,722
Depreciation and amortization	32,300				31,400				28,643
Income tax expense	7,900				8,700				1,192
Interest expense	2,300				2,300				9,751
Equity compensation	(3,700)				(2,700)				10,103
COVID-19 benefits, net	—				—				(4,123)
Succession and transition charges	300				300				5,609
Restructuring costs	—				—				563
Foreign currency impact	—				—				(117)
Equity loss in unconsolidated investments	1,800				1,800				467
Acquisition and Integration costs	8,000				7,500				—
Inventory step-up costs	2,100				2,100
Change in fair value of contingent consideration	1,800				2,000				—
Impairments related to variable interest entity	7,000				7,000				—
Other non-recurring costs (a)	5,000				4,000				5,633
Adjusted EBITDA	$	77,800			$	82,000			$	72,443

• Represents anticipated charges in connection with potential strategic investments.

Investor Inquiries:
Mike Piccinino, CFA, IRC
Westwicke/ICR
[email protected]

Press and Media Inquiries:
Thomas Hill
Bioventus
[email protected]

*See below under “Use of Non-GAAP Financial Measures” for a definition and reconciliation of this measure.

---

by Scott Petrie

Bioventus and Misonix Announce Definitive Agreement for Bioventus to Acquire Misonix

The Combination Further Differentiates Bioventus’ Product Portfolio and Accelerates Its Revenue Growth

• Significantly Expands TAM and Adds Considerable Scale and Scope in Spine and Lower Extremity
• Enhances Surgical Solutions Vertical by Adding Minimally Invasive Ultrasonic Technologies That Improve Clinical Outcomes
• Deepens Restorative Therapies Vertical by Adding Regenerative Medicine Wound Products
• Bioventus and Misonix Management to Host Joint Conference Call Today at 4:30 p.m. Eastern Time

 DURHAM, NC and FARMINGDALE, NY – July 29, 2021 – Bioventus Inc. (Nasdaq: BVS) (“Bioventus”), a global leader in innovations for active healing, and Misonix, Inc. (Nasdaq: MSON) (“Misonix”), a provider of minimally invasive therapeutic ultrasonic technologies and regenerative medicine that enhance clinical outcomes, today announced that they have entered into a definitive agreement by which Bioventus will acquire Misonix in a cash-and-stock transaction.

Under the terms of the agreement, which has been unanimously approved by the boards of directors of both Bioventus and Misonix, Misonix stockholders will receive aggregate consideration that values Misonix at approximately $518 million on a fully diluted basis (based on Bioventus’ 7-day volume-weighted average stock price (VWAP) of $16.6284 per share) as of July 27, 2021.  In the transaction, Misonix stockholders may elect to receive either (i) 1.6839 shares of Bioventus class A common stock or (ii) $28.00 in cash, without interest, for each share of Misonix common stock they hold, subject to proration based on an aggregate maximum cash amount payable by Bioventus equal to $10.50 per share of Misonix common stock outstanding shortly prior to the completion of the transaction. The aggregate share consideration represents 25% of the combined company on a fully diluted basis. The aggregate per-share value for Misonix represents a 25% premium to Misonix’s 30-day VWAP as of July 27, 2021. The transaction is subject to regulatory approvals, Bioventus stockholder approval, Misonix stockholder approval, and other customary closing conditions. It is expected to close in the fourth quarter of 2021.

Following the closing of the transaction, the combined company is expected to conduct business as Bioventus Inc. and will leverage the global strengths of both product brands as a pure-play regenerative medicine and orthopedics company. The merger of Bioventus and Misonix will create a medical technology company positioned with leading products and specialized salesforces serving a $15 billion total addressable market across the hospital, ambulatory surgical center, and office care settings. The highly complementary nature of the two businesses are expected to result in scale across a range of care settings, geographies, and therapeutic areas.

Ken Reali, Chief Executive Officer of Bioventus, stated, “We are excited to further establish Bioventus as a differentiated, growth-focused medical technology company with deep and broad capabilities across a range of care settings and specialties. We believe this acquisition will accelerate our growth opportunities, enhance our double-digit revenue growth, and provide a significant opportunity for long-term margin expansion. We believe the combination with Misonix will create significant value for our shareholders and enable us to better serve our customers with more comprehensive solutions and a broader portfolio. The new Bioventus will also unlock meaningful growth opportunities for the employees of both organizations.”

“We are thrilled to announce this agreement to combine with Bioventus and realize our next phase of commercial development,” commented Stavros Vizirgianakis, Chief Executive Officer of Misonix. “Bioventus shares Misonix’s commitment to improving patient outcomes, and we believe this combination will create value for our shareholders as the combined organization continues to drive innovation and increase physician demand.”

The combined entity is anticipated to benefit significantly from opportunities to build on its extensive capabilities and commercial reach, including:

• Accelerating Misonix’s BoneScalpel and Nexus adoption through Bioventus’ extensive spine surgical solutions footprint;
• Augmenting Bioventus’ leading lower extremity offerings and commercial footprint to accelerate growth in this call point;
• Significantly expanding the direct wound salesforce that covers the entire customer continuum, including physicians’ offices, ambulatory surgical centers, wound clinics, and hospitals; and
• Extending Misonix’s international access through Bioventus’ direct channels and infrastructure in the Netherlands, Canada, Germany, and the UK.

Financial Highlights

Bioventus expects  the transaction to add nearly $80 million of calendar year 2021 revenue and provide an incremental 100 basis points to Bioventus’ long-term average annual revenue growth rate before factoring in any potential revenue synergies.

Bioventus also expects the combination to generate $20 million of annual pre-tax cost synergies by the end of the second full year following the completion of the transaction. Cost synergy opportunities include public company expenses, overlapping support and systems costs, and infrastructure expenses.

Bioventus anticipates that the transaction will be accretive to its adjusted EBITDA in the first full year after completion of the transaction and accretive to its adjusted EBITDA margins by the second full year after completion of the transaction.

Structure and Financing

The transaction has been be structured in a manner designed to be a tax-free reorganization for U.S. federal income tax purposes. The combined company will retain Bioventus’ headquarters in Durham, NC.

Bioventus expects to fund the cash portion of the acquisition with cash on hand and through a fully committed financing provided by Wells Fargo. Pro forma for the combination, Bioventus estimates its year-end 2021 net leverage ratio to be approximately 3.6x before factoring in the benefit of any synergies. Bioventus anticipates significant deleveraging in 2022 and beyond.

Governance

Stavros Vizirgianakis, Chief Executive Officer of Misonix and a member of its Board of Directors, and Patrick Beyer, a member of Misonix’s Board of Directors, will be added as members of the Bioventus Board of Directors at the closing of the transaction.

Approvals

The transaction is subject to regulatory approvals, Bioventus stockholder approval, Misonix stockholder approval, and other customary closing conditions. It is expected to close in the fourth quarter of 2021.

As a part of the transaction, certain Bioventus stockholders—Smith & Nephew, EW Healthcare Partners and Ampersand Capital, which in total represent a majority of the overall shareholder base—have evidenced their support by entering into agreements to vote in favor of the transaction.

Certain Misonix stockholders—Stavros Vizirgianakis, SV Health Investors, and 1315 Capital—have also evidenced their support by entering into agreements to vote in favor of the transaction.

Bioventus Second Quarter 2021 Revenue Results Update

This afternoon, Bioventus separately pre-announced preliminary revenue results for the second quarter of 2021. Full financial results for the second quarter will be released after the market closes on August 10, 2021, followed by Bioventus’ previously scheduled earnings call at 5:00pm ET that same day.

Misonix Fourth Quarter and Full Year Revenue Results for Fiscal 2021

This afternoon, Misonix separately pre-announced preliminary revenue results for the fourth quarter and full year of fiscal 2021. Full financial results for the fourth quarter and full year of fiscal 2021 will be released during Misonix’s earnings call on a date to be determined.

Advisors

Perella Weinberg Partners LP acted as lead financial advisor to Bioventus. Morgan Stanley acted as financial advisor to Bioventus. Latham & Watkins LLP provided legal counsel to Bioventus. J.P. Morgan Securities LLC served as exclusive financial advisor to Misonix. Jones Day served as legal advisor to Misonix.

Conference Call and Webcast

Bioventus and Misonix management will host a conference call today, July 29, 2021, beginning at 4:30 p.m. Eastern Time to discuss the transaction and Bioventus’ preliminary revenue results, followed by a question-and-answer session.

The conference call will be available to interested parties through a live audio webcast  where it will be archived and accessible for approximately 12 months. The live dial-in number for the call is (844) 945-2085 (U.S.) or (442) 268-1266 (International). The participant passcode is 6280506.

If you do not have access to the Internet and want to listen to an audio replay of the conference call, dial (855) 859-2056  (U.S.) or (404) 537-3406 (International) and enter passcode 6280506. The audio replay will be available beginning at 7:30 p.m Eastern Time on July 29, 2021 until 7:30 p.m. Eastern Time on October 28, 2021.

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 treatment & joint preservation, restorative therapies and bone graft substitutes. 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.

About Misonix

Misonix, Inc. (Nasdaq: MSON) is a provider of minimally invasive therapeutic ultrasonic medical devices and regenerative tissue products. Its surgical team markets and sells BoneScalpel and SonaStar, which facilitate precise bone sculpting and removal of soft and hard tumors and tissue, primarily in the areas of neurosurgery, orthopedic, plastic and maxillo-facial surgery. Misonix’ wound team markets and sells TheraSkin, Therion, TheraGenesis and SonicOne to debride, treat and heal chronic and traumatic wounds in inpatient, outpatient and physician office sites of service. At Misonix, Better Matters! That is why throughout Misonix’ history, Misonix has maintained its commitment to medical technology innovation and the development of products that radically improve outcomes for patients. Additional information is available on the Misonix’ web site at www.misonix.com.

Additional Information and Where to Find It

In connection with the proposed transaction, Bioventus and Misonix plan to file with the Securities and Exchange Commission (the “SEC”) and mail or otherwise provide to their respective stockholders a joint proxy statement/prospectus and other relevant documents in connection with the proposed transaction.  Before making a voting decision, Bioventus’ and Misonix’s stockholders are urged to read the joint proxy statement/prospectus and any other documents filed by each of Bioventus and Misonix with the SEC in connection with the proposed transaction or incorporated by reference therein carefully and in their entirety when they become available because they will contain important information about Bioventus, Misonix and the proposed transactions.  Investors and stockholders may obtain a free copy of these materials (when they are available) and other documents filed by Bioventus and Misonix with the SEC at the SEC’s website at www.sec.gov, at Bioventus’ website at www.bioventus.com, at Misonix’s website at www.misonix.com or by sending a written request to Bioventus at 4721 Emperor Boulevard, Suite 100 Durham, North Carolina 27703, Attention: Investor Relations or by telephone at (919) 474-6700. The documents filed by Misonix with the SEC may be obtained free of charge at Misonix’s website at www.misonix.com or at the SEC’s website at www.sec.gov. These documents may also be obtained free of charge from Misonix by requesting them by mail at Misonix, Inc., 1938 New Highway, Farmingdale, New York 11735, Attention: Investor Relations, or by telephone at (631) 694-9555.

Participants in the Solicitation

This document does not constitute a solicitation of a proxy, an offer to purchase or a solicitation of an offer to sell any securities. There will be no sale or purchase of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended. Bioventus and Misonix and their respective directors, executive officers and certain other members of management and employees may be deemed to be participants in soliciting proxies from their respective stockholders in connection with the proposed transaction.  Information regarding the persons who may, under the rules of the SEC, be considered to be participants in the solicitation of Bioventus’ and Misonix’s stockholders, respectively, in connection with the proposed transaction will be set forth in joint proxy statement/prospectus if and when it is filed with the SEC by Bioventus and Misonix.  Security holders may obtain information regarding the names, affiliations and interests of Bioventus’ directors and officers in Bioventus’ Annual Report on Form 10-K for the fiscal year ended December 31, 2020, which was filed with the SEC on March 26, 2021. Security holders may obtain information regarding the names, affiliations and interests of Misonix’s directors and officers in Misonix’s Annual Report on Form 10-K for the fiscal year ended June 30, 2020, which was filed with the SEC on September 3, 2020 and its definitive proxy statement for its 2021 annual meeting of stockholders, which was filed with the SEC on May 14, 2021. To the extent the holdings of Bioventus securities by Bioventus’ directors and executive officers or the holdings of Misonix’s securities by Misonix’s directors and executive officers have changed since the amounts set forth in Bioventus’s Annual Report on Form 10-K for the fiscal year ended December 31, 2020 or Misonix’s proxy statement for its 2021 annual meeting of stockholders, respectively, such changes have been or will be reflected on Statements of Change in Ownership on Form 4 filed with the SEC. Additional information regarding these individuals and any direct or indirect interests they may have in the proposed transaction will be set forth in the joint proxy statement/prospectus when and if it is filed with the SEC in connection with the proposed transaction, at Bioventus’ website at www.bioventus.com and at Misonix’s website at www.misonix.com.

Forward-Looking Statements

This document contains forward-looking statements within the meaning of the federal securities law that are subject to various risks and uncertainties that could cause our actual results to differ materially from those expressed or implied in such statements. Words such as “anticipate,” “expect,” “project,” “intend,” “believe,” and words and terms of similar substance used in connection with any discussion of future plans, actions or events identify forward-looking statements. Such factors include, but are not limited to: (i) Misonix or Bioventus may be unable to obtain stockholder approval as required for the acquisition; (ii) other conditions to the closing of the acquisition may not be satisfied; (iii) the acquisition may involve unexpected costs, liabilities or delays; (iv) the effect of the announcement of the acquisition on the ability of Misonix or Bioventus to retain and hire key personnel and maintain relationships with customers, suppliers and others with whom Misonix or Bioventus does business, or on Misonix’ or Bioventus’ operating results and business generally; (v) Misonix’ or Bioventus’ respective businesses may suffer as a result of uncertainty surrounding the acquisition and disruption of management’s attention due to the acquisition; (vi) the outcome of any legal proceedings related to the acquisition; (vii) Misonix or Bioventus may be adversely affected by other economic, business, and/or competitive factors; (viii) the occurrence of any event, change or other circumstances that could give rise to the termination of the merger agreement; (ix) risks that the acquisition disrupts current plans and operations and the potential difficulties in employee retention as a result of the acquisition; (x) the risk that Misonix or Bioventus may be unable to obtain governmental and regulatory approvals required for the transaction, or that required governmental and regulatory approvals may delay the transaction or result in the imposition of conditions that could reduce the anticipated benefits from the proposed transaction or cause the parties to abandon the proposed transaction; and (xi) other risks to consummation of the acquisition, including the risk that the acquisition will not be consummated within the expected time period or at all. Additional factors that may affect the future results of Misonix and Bioventus are set forth in their respective filings with the SEC, including each of Misonix’s and Bioventus’ most recently filed Annual Report on Form 10-K, subsequent Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and other filings with the SEC, which are available on the SEC’s website at www.sec.gov.  The risks and uncertainties described above and in Misonix’s and Bioventus’ most recent periodic reports are not exclusive and further information concerning Misonix and Bioventus and their respective businesses, including factors that potentially could materially affect its business, financial condition or operating results, may emerge from time to time. Readers are urged to consider these factors carefully in evaluating these forward-looking statements. Readers should also carefully review the risk factors described in other documents that Misonix and Bioventus file from time to time with the SEC. The forward-looking statements in this document speak only as of the date of this press release. Except as required by law, Misonix and Bioventus assume no obligation to update or revise these forward-looking statements for any reason, even if new information becomes available in the future.

Bioventus Media Contact:
Thomas Hill
 
[email protected]

Bioventus Investor Inquiries:
Mike Piccinino, CFA, IRC
Westwicke/ICR
[email protected]

Misonix Contacts:
Joe Dwyer
Chief Financial Officer
Misonix, Inc.
631-927-9113

Norberto Aja, Jennifer Neuman
JCIR
212-835-8500 or [email protected]

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by Scott Petrie

Bioventus Inc. Reports Preliminary Second Quarter Net Sales; Updates Full-Year 2021 Net Sales Guidance

DURHAM, NC – July 29, 2021 – Bioventus Inc. (Nasdaq: BVS) ("Bioventus" or "the Company"), a global leader in innovations for active healing, today reported preliminary financial results for the three months ended July 3, 2021.

Preliminary Second Quarter Net Sales:

Net Sales of $108 million to $110 million represents 86.2% to 89.7% year-over-year growth and comprises:

• Net sales from legacy Bioventus Inc. of $96.5 million to $98.0 million, representing organic year-over-year revenue growth* of 66.4% to 69.0%, and
• Net sales from the acquisition of Bioness Inc. of $11.5 million to $12.0 million.

Updated Full-Year 2021 Net Sales Guidance:

For the twelve months ending December 31, 2021, the Company now expects net sales of $405 million to $415 million, up approximately 26% to 29% year-over-year. The full-year 2021 net sales guidance range comprises:

• Net sales from legacy Bioventus Inc. of $372.5 million to $380.5 million, representing organic revenue growth* in the range of approximately 16% to 18% year-over-year, and,
• Net sales from the acquisition of Bioness Inc., of approximately $32.5 million to $34.5 million.

The Company will update its full year 2021 guidance for GAAP and non-GAAP net income and adjusted EBITDA as part of its earnings press release on August 10, 2021.

“I am extremely pleased with our second quarter results, which speak to our team’s performance as we continued to build on the momentum we saw during the first quarter” stated Ken Reali, Chief Executive Officer of Bioventus.  “We look forward to providing further context and details on our Q2 results and our  full-year financial guidance as part of our full earnings release on August 10th.”

Bioventus Acquires Misonix Inc:

Bioventus separately today announced it has entered in to a definitive agreement to acquire Misonix, Inc. (NASDAQ: MSON), a provider of minimally invasive therapeutic ultrasonic medical devices and regenerative products that enhance clinical outcomes, in a cash-and-stock transaction.  Further details have been provided in a separate press release, and the management of both companies will hold a conference call this afternoon to discuss the acquisition.

Second 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 5:00 p.m. Eastern Time on August 10, 2021. Those who would like to participate may dial 844-945-2085 (442-268-1266 for international callers) and provide access code 1650599.

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 August 10, 2022.

Selected preliminary financial results for the three months ended July 3, 2021

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

Included above are certain estimated preliminary unaudited financial results for the three months ended July 3, 2021 and the corresponding period of the prior fiscal year. We have provided ranges, rather than specific amounts, for the three months ended July 3, 2021 because these results are preliminary and subject to change, and there is a possibility that our actual results may differ materially from these preliminary estimates. These ranges are based on the information available to us as of the date of this announcement.

These estimated preliminary results for the three months ended July 3, 2021 are derived from the preliminary internal financial records of Bioventus Inc. and are subject to revisions based on our procedures and controls associated with the completion of our financial reporting, including all the customary reviews and approvals.

These estimated preliminary results should not be viewed as a substitute for financial statements prepared in accordance with U.S. GAAP. Our independent registered public accounting firm has not conducted a review of, and does not express an opinion or any other form of assurance with respect to, these estimated preliminary results. It is possible that we or our independent registered public accounting firm may identify items that would require us to make adjustments to the preliminary estimates set forth below as we complete our financial statements and that our actual results may differ materially from these preliminary estimates. Accordingly, undue reliance should not be placed on these preliminary estimates. These preliminary estimates are not necessarily indicative of any future period and should be read together with “Risk Factors,” “Special Note Regarding Forward-Looking Statements,” “Selected Financial Data,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our previous reports filed with the Securities and Exchange Commission.

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 treatment & joint preservation, restorative therapies and bone graft substitutes. 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 preliminary financial results for the three months ended July 3, 2021 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, risks to 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; 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 such factors may be 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.

Use of Non-GAAP Financial Measures

Organic Revenue Growth

The Company defines the term “organic revenue” as revenue in the stated period excluding the impact from business acquisitions and divestitures that occurred within the last 12 months. 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.

Investor Inquiries:
Mike Piccinino, CFA, IRC
Westwicke/ICR
[email protected]

Press and Media Inquiries:
Thomas Hill
Bioventus
[email protected]

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by Scott Petrie

Bioventus Management to Present at Canaccord Genuity Growth Conference and Morgan Stanley Virtual Global Healthcare Conference

DURHAM, NC – July 27, 2021 – Senior management of Bioventus Inc. (Nasdaq: BVS) (“Bioventus” or the “Company”), a global leader in innovations for active healing, will present at the Canaccord Genuity 41^st Annual Growth Conference on Thursday, August 12 at 3:30 p.m. ET and the Morgan Stanley Virtual Global Healthcare Conference on Friday, September 10 at 9:30 a.m. ET. Both events are virtual conferences.

Presentation materials for the events will be available in the investor relations section on the Bioventus website at https://www.bioventus.com prior to the start of each presentation. In addition, a live audio webcast of the Company’s presentation at each event will be available under the investor relations section of the Bioventus website and links to a replay of these events may be accessed via the investor relations section for at least 30 days.

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 treatment & joint preservation, restorative therapies and bone graft substitutes. 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.

Media Contact:
Thomas Hill
 
[email protected]

Investor Inquiries:
Mike Piccinino, CFA, IRC
Westwicke/ICR
[email protected]

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by Scott Petrie

Bioventus Appoints Mary Kay Ladone to Board of Directors

DURHAM, NC – July 14, 2021 – Bioventus Inc. (Nasdaq: BVS) (“Bioventus” or the “Company”), a global leader in innovations for active healing, has announced the appointment of Mary Kay Ladone to the Company’s Board of Directors, effective July 15, 2021. In addition, she was appointed to the Board’s Audit and Risk Committee (the “Audit Committee”) and Compensation Committee. Ladone, an accomplished executive serving large global health care companies over her more than 30-year career, will join the Board as an independent director.

“We are very pleased to welcome Mary Kay to our Board as she will provide valuable experience and insights as we execute our strategy of growth acceleration through new product development and M&A,” said Ken Reali, CEO, Bioventus. “Her global financial, strategic planning and business development experience, as well as her strong track record of leading best-in-class investor relations programs, will be invaluable to Bioventus.”

Currently Ladone serves as Corporate Officer, Senior Vice President, Corporate Development Strategy & Investor Relations, Hillrom Holdings, Inc., and began her career there in 2016 as Vice President and Investor Relations Officer.

“I am honored to serve on the Board of Bioventus and eager to leverage my experience to help guide the company as it builds on its strong foundation, grows its current business and delivers more innovations for active healing to patients, physicians and payers around the world,” said Ladone.

“We are excited to have Mary Kay join the Bioventus Board,” stated William Hawkins, Chairman of the Bioventus Board of Directors.  “Her experience and strong track record of success will be a significant addition and complementary to our current Board.”

Previously, Ladone served as Senior Vice President and Corporate Officer, Investor Relations of Baxalta, Inc., a global biopharmaceutical company spun out from Baxter International in 2015. She began her career in Finance at Baxter International, Inc., and went on to serve in several progressive financial, operational and communication roles at the company. Ladone was promoted to Corporate Vice President and Corporate Officer, Investor Relations, and led Baxter’s investor relations program from 2004 to 2015.

Ladone has consistently been recognized by the investment community as a top investor relations professional, including numerous designations by Institutional Investor. She has served on the Board of Trustees of Edward-Elmhurst Health System since 2009 as a member and/or chair of the Executive, Finance and Investment Committee, and held the position of Vice Chairman of Edward Health Services Corporation from 2012 to 2013.

Ladone received a Bachelor of Business Administration degree from the University of Notre Dame.

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 treatment & joint preservation, restorative therapies and bone graft substitutes. 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.

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 Bioventus’s future growth and strategy and the expected contributions of Ms. Ladone to the Company’s Board. 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, 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; our ability to recognize the benefits of our investments; our ability to complete acquisitions or successfully integrate new businesses, products or technologies in a cost-effective and non-disruptive manner; 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 product 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 period ended December 31, 2020, as such factors may be 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 from those set forth in this press release due to the risks and uncertainties inherent in the Company’s business.

Media Contact:
Thomas Hill
 
[email protected]

Investor Inquiries:
Mike Piccinino, CFA, IRC
Westwicke/ICR
[email protected]

 

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by Scott Petrie