Bioventus Inc.
For the period ended Jun 28, 2025. Filed Aug 6, 2025.
View on SEC.govAbout this filing
A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Jun 28, 2025 · Filed Aug 6, 2025
BVS$10.61-0.7%Stored close · as of Nov 6, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2025-03-29; filed 2025-05-06.
0001628280-25-022401
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2025-06-28; filed 2025-08-06.
0001665988-25-000017
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 94 previous paragraphs and 116 current paragraphs.
56 unchanged; 37 reworded; 22 added; 1 removed; 0 previous and 1 current paragraphs rearranged.
Tables are not compared: 15 previous and 22 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (22)
Current report
On July 31, 2025, we entered into a Credit Agreement (the “2025 Credit Agreement”) consisting of a $300.0 million term loan facility (the “2025 Term Loan”) and a $100.0 million revolving credit facility (the “2025 Revolver”). The proceeds resulting from the 2025 Term Loan, $30.0 million in borrowings on the 2025 Revolver and $2.6 million in available cash were used to repay the outstanding Term Loan balance under the Amended 2019 Credit Agreement, which totaled $332.6 million on July 31, 2025. The 2025 Credit Agreement is expected to provide $2.0 million of annual interest expense savings, increased liquidity and debt maturity extension to July 2030. On August 1, 2025, the Company entered into two interest rate swaps totaling $150.0 million to hedge the interest rate risk associated with the Company’s floating-rate SOFR-based borrowings under the 2025 Credit Agreement.
Current report
Peripheral Nerve Stimulation
Current report
In July 2025, we received FDA 510(k) clearances for both TalisMann and StimTrial, expanding our innovative growth portfolio of PNS solutions for chronic pain management. These clearances mark an important step forward and represent a substantial growth opportunity as we look to expand in the PNS market. With TalisMann and StimTrial now FDA-cleared, we offer a comprehensive PNS portfolio that empowers physicians to potentially treat a broader spectrum of patients—from initial assessment to long-term therapy—with greater confidence and flexibility. This development also reinforces our commitment to delivering non-opioid, minimally invasive therapies designed to address real-world clinical needs.
Current report
TalisMann combines our patented electric field conduction technology with an integrated pulse generator to potentially reach deeper, larger nerves. This combination is designed to provide long-term relief from chronic nerve pain for patients, potentially increasing the number of patients who respond to neuromodulation therapy. From a physician's perspective, the increase in power allows for easier lead placement and potentially broadens addressable nerves. StimTrial provides physicians the ability to evaluate patient response to PNS therapy, which we expect will facilitate physician adoption and payer reimbursement where trial assessments are required. We expect to begin a limited commercial release of both TalisMann and StimTrial in select U.S. markets during the third quarter, with a broader rollout planned for early 2026.
Current report
(h)Represents a non-cash impairment charge for intangible assets solely attributable to our Advanced Rehabilitation Business in 2024 due to our decision to divest the business.
Current report
Net sales decreased $5.6 million, or 4.2%, compared to the prior year period. Changes by business were: (i) Pain Treatments—$0.8 million decrease due to lower average selling price (“ASP”) driven by lower than normal private payer rebates in the prior year; (ii) Surgical Solutions—$4.0 million increase due to volume growth in BGS and Ultrasonics; and (iii) Restorative Therapies—$8.8 million decrease due to a net decline of $10.6 million in sales reflecting the divestiture of our Advanced Rehabilitation Business, partially offset by a $1.7 million increase for our EXOGEN Bone Stimulation System.
Current report
Net sales slightly increased compared to the prior year comparable period primarily due to an increase in our sales in Pain Treatments for Durolane and in Surgical Solutions for Ultrasonics, offset by the divestiture of our Advanced Rehabilitation Business, which totaled $3.5 million.
Current report
Gross profit decreased $3.6 million, or 3.8%, primarily due to the $5.5 million decline resulting from the divestiture of our Advanced Rehabilitation Business. This decrease was partially offset by volume growth in Surgical Solutions and our EXOGEN Bone Stimulation System. The slight increase in gross margin resulted from the divestiture of our Advanced Rehabilitation Business, offset by freight and tariff costs for our EXOGEN Bone Stimulation System.
Current report
U.S.
Current report
Gross profit increased $0.5 million, or 2.9%, primarily due to volume growth in Pain Treatments and Surgical Solutions, partially offset by a $1.8 million decline in sales resulting from the divestiture of our Advanced Rehabilitation Business. Gross margin increased due to favorable movements in ASP, partially offset by an unfavorable change in product and country mix.
Current report
Selling, general and administrative expenses decreased by $17.6 million, or 18.2%, due to decreases in: (i) shareholder litigation costs settled during 2024 of $12.5 million; (ii) compensation-related costs of $2.8 million from less commissions due to lower sales and an overall reduction in compensation expenses, which were partially driven by the sale of the Advanced Rehabilitation Business; and (iii) stock-based compensation of $1.8 million.
Current report
Research and development expense decreased $1.0 million, or 24.7% due to decreases in: (i) compensation-related costs of $0.4 million; (ii) consulting expenses of $0.3 million due to the completion of certain projects; and (iii) stock-based compensation of $0.3 million.
Current report
Research and development expense decreased $0.7 million, or 9.6%, due to a $0.5 million decline in consulting expenses resulting from the completion of certain projects and a decrease of $0.4 million in compensation-related costs.
Current report
Impairment of assets
Current report
We evaluated the Advanced Rehabilitation Business for impairment during the second quarter of 2024 due to our decision to divest the business. As a result of this evaluation, we recorded a $31.9 million impairment to reduce the intangible assets of the Advanced Rehabilitation Business to reflect their respective fair values less any costs to sell. We based the fair value of its intangibles on the consideration agreed to with the purchaser of the Advanced Rehabilitation Business.
Current report
The effective tax rate for the three months ended June 28, 2025 was driven by income in foreign jurisdictions. The effective rate for the three months ended June 29, 2024 was due to the impairment of intangibles related to the Advanced Rehabilitation Business and taxable income in certain entities.
Current report
U.S.
Current report
Adjusted EBITDA increased $2.4 million or 84.3%, in the three months ended June 28, 2025 compared to the prior year period primarily due to the increase in gross profit from Durolane and Surgical Solutions and lower administrative expenses, partially offset by a reduction of gross profit resulting from the divestiture of our Advanced Rehabilitation Business.
Current report
U.S.
Current report
Adjusted EBITDA increased $1.7 million or 29.7%, in the six months ended June 28, 2025 compared to the prior year period primarily due to lower administrative expenses partially offset by lower gross profit resulting from the divestiture of our Advanced Rehabilitation Business.
Current report
On July 31, 2025, we entered into the 2025 Credit Agreement, consisting of a $300.0 million 2025 Term Loan and the 2025 Revolver with a borrowing capacity of $100.0 million. The proceeds resulting from the 2025 Term Loan, $30.0 million in borrowings on the 2025 Revolver and $2.6 million in available cash were used to repay the outstanding loan balances under the Amended 2019 Credit Agreement, which totaled $332.6 million on July 31, 2025. The 2025 Credit Agreement is expected to provide $2.0 million of annual interest expense savings, increased liquidity and debt maturity extension to July 2030. On August 1, 2025, the Company entered into two interest rate swaps (“Interest Rate Swaps”) to hedge the interest rate risk associated with the Company’s floating-rate SOFR-based borrowings under the 2025 Credit Agreement. The Company will pay a fixed interest rate in exchange for SOFR-based variable interest throughout the life of the Interest Rate Swaps. The Interest Rate Swaps have a weighted average fixed interest rate of 3.60% and an underlying notional value of $150.0 million, or 50.0% of the 2025 Term Loan.
Current report
The 2025 Credit Agreement contains affirmative and negative covenants applicable to senior secured credit facilities, including covenants that, among other things, limit or restrict the ability of the Company to, subject to negotiated exceptions, incur additional indebtedness, liens on its assets, engage in acquisitions or dispositions, pay dividends or make other distributions, enter into transactions with affiliated persons, make investments, change the nature of its business or organizational documents, or prepay or make modifications to other indebtedness that would adversely affect the Lenders. The 2025 Credit Agreement also contains financial covenants including a maximum consolidated total net leverage ratio of 4.00 to 1.00 for the fiscal quarter ending September 30, 2025 through the fiscal quarter ending December 31, 2025, and starting with the fiscal quarter ending March 31, 2026 and for each fiscal quarter thereafter, a maximum consolidated total net leverage ratio of 3.50 to 1.00. The Company may elect to increase such ratio level by 0.50 to 1.00 following certain permitted acquisitions. A minimum interest coverage ratio of 2.50 to 1.00 must also be maintained. The 2025 Revolver includes standard provisions related to conditions of borrowing and customary events of default. The Company does not expect any of these restrictions to affect or limit its ability to conduct business in the ordinary course.
Removed paragraphs (1)
Previous report
Research and development expense increased due to certain equity-based compensation forfeitures during the first quarter of 2024.
Reworded paragraphs (37)
Previous wording
◦Knee Osteoarthritis (“KOA”) area: Our product portfolio includes a range of intra-articular, hyaluronic acid (“HA”) injections that help relieve patient discomfort and improve quality of life.
Current wording
◦Knee Osteoarthritis (“KOA”): Our product portfolio includes a range of intra-articular, hyaluronic acid (“HA”) injections that help relieve patient discomfort and improve quality of life. In the U.S., we also distribute the XCELL Platelet-Rich Plasma (“PRP”) system, a technology that is synergistic with our existing physician call points as many surgeons using HA also use PRP.
Previous wording
◦Peripheral Nerve Stimulation (“PNS”) area: We are focused on developing a full portfolio of peripheral nerve stimulation products with solutions for acute, temporary and chronic pain.
Current wording
◦Peripheral Nerve Stimulation (“PNS”): We are focused on developing a full portfolio of peripheral nerve stimulation products with solutions for acute, temporary and chronic pain.
Previous wording
◦Bone Graft Substitutes (“BGS”): Our product portfolio includes a range of products that facilitate optimal bone fusion following a surgical procedure.
Current wording
◦Bone Graft Substitutes (“BGS”): Our BGS product portfolio includes a range of products that facilitate optimal bone fusion following a surgical procedure.
Previous wording
◦Fracture Care: We provide low-intensity pulse ultrasound to help patients who suffer from bone fractures that do not heal through traditional methods. We plan to expand our U.S. clinical indications to address the healing of fresh fractures, especially for high-risk patients.
Current wording
◦Fracture Care: We provide low-intensity pulse ultrasound to help patients who suffer from bone fractures that do not heal through traditional methods. We plan to expand our U.S. clinical fracture care indications to address the healing of fresh fractures, especially for high-risk patients.
Previous wording
The following table sets forth total net sales, net loss and Adjusted EBITDA for the periods presented:
Current wording
The following table sets forth total net sales, net income (loss) and Adjusted EBITDA for the periods presented:
Previous wording
(1)See below under results of operations-Adjusted EBITDA for a reconciliation of net loss to Adjusted EBITDA.
Current wording
(a)See below under results of operations-Adjusted EBITDA for a reconciliation of net income (loss) to Adjusted EBITDA.
Previous wording
On December 31, 2024, we closed the sale of certain products within our advanced rehabilitation business, including the L100, L300 Go, L360, H200, Vector Gait & Safety System and Bioness Integrated Therapy System (collectively, the “Advanced Rehabilitation Business”). The Advanced Rehabilitation Business was considered non-core and required additional research and development expenditures to achieve its next stage of growth. We received $24.7 million at closing, net of transactional fees, subject to a post-closing adjustment for net working capital expected to be settled in the second quarter of 2025. The proceeds were used to pay $20.0 million in long-term debt obligations on December 31, 2024. We may also receive an aggregate of $20.0 million in potential earn-out payments, which are based on the achievement of certain revenue and financial metric thresholds in respect to sales of products from the Advanced Rehabilitation Business during the 2025 and 2026 fiscal years.
Current wording
On December 31, 2024, we closed the sale of certain products within our Advanced Rehabilitation Business, including the L100, L300 Go, L360, H200, Vector Gait & Safety System and Bioness Integrated Therapy System (collectively, the “Advanced Rehabilitation Business”). The Advanced Rehabilitation Business was considered non-core and required additional research and development expenditures to achieve its next stage of growth. We received $24.7 million at closing, net of transactional fees, subject to a post-closing adjustment for net working capital. We paid $0.7 million in the second quarter of 2025 to settle the adjustment for net working capital. The proceeds were used to pay $20.0 million in long-term debt obligations on December 31, 2024. We may also receive an aggregate of $20.0 million in potential earn-out payments, which are based on the achievement of certain revenue and financial metric thresholds in respect to sales of products from the Advanced Rehabilitation Business during the 2025 and 2026 fiscal years.
Previous wording
The following table presents a reconciliation of net loss to Adjusted EBITDA for the periods presented:
Current wording
The following table presents a reconciliation of net income (loss) to Adjusted EBITDA for the periods presented:
Previous wording
(a)Includes for the three months ended March 29, 2025 and March 30, 2024, respectively, depreciation and amortization of $10.3 million and $10.0 million in cost of sales and $1.6 million and $1.8 million in operating expenses presented in the consolidated condensed statements of operations and comprehensive loss.
Current wording
(a)Includes for the three and six months ended June 28, 2025 and June 29, 2024, respectively, depreciation and amortization of $10.6 million, $11.0 million, $20.9 million and $21.0 million in cost of sales and $1.4 million, $2.1 million, $3.0 million and $3.9 million in operating expenses presented in the consolidated condensed statements of operations and comprehensive income (loss).
Previous wording
(c)Comprised of costs incurred as a result of certain shareholder litigation unrelated to our ongoing operations.
Current wording
(c)Costs incurred as a result of certain shareholder litigation unrelated to our ongoing operations.
Previous wording
(f)Financial restructuring costs include advisory fees and debt amendment related costs.
Current wording
(f)Financial restructuring costs in 2025 related to our new 2025 Credit Agreement. Activity in 2024 is attributable to advisory fees and debt amendment related costs related to our Amended 2019 Credit Agreement.
Previous wording
(h)Other items includes charges associated with strategic transactions, such as potential acquisitions or divestitures and a transformative project to redesign systems and information processing. Other items during the three months ended March 29, 2025 primarily consisted of $0.5 million of divestiture expenses related to the Advanced Rehabilitation Business sold on December 31, 2024.
Current wording
(i)Other items includes charges associated with strategic transactions, including potential acquisitions or divestitures and a transformative project to redesign systems and information processing. Other items during the six months ended June 28, 2025 primarily consisted of $0.5 million of divestiture expenses related to the Advanced Rehabilitation Business sold on December 31, 2024.
Previous wording
During the three months ended March 30, 2024, other items primarily consisted of: (i) strategic transactions and divestiture expenses of $0.5 million, primarily related to the Advanced Rehabilitation Business; and (ii) transformative project costs of $0.8 million.
Current wording
During the three and six months ended June 29, 2024, other items primarily consisted of: (i) strategic transaction expenses of $1.8 million and $2.3 million, respectively, primarily related to Advanced Rehabilitation Business divestiture expenses; and (ii) transformative project costs of $0.5 million and $1.3 million, respectively.
Previous wording
We present Adjusted EBITDA, a non-GAAP financial measure, because we believe it is a useful indicator that management uses to measure operating performance and for planning purposes, including the preparation of our annual operating budget and financial projections. We believe that Adjusted EBITDA is useful to our investors because it is frequently used by securities analysts, investors and other interested parties in their evaluation of the operating performance of companies in industries similar to ours. We define Adjusted EBITDA as net loss from operations before depreciation and amortization, provision of income taxes and interest expense, net, 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 acquisition and divestiture related costs, certain shareholder litigation costs, impairments of assets, restructuring and succession charges, equity compensation expense, financial restructuring costs and other items. Adjusted EBITDA by segment is comprised of net sales and costs directly attributable to a segment, as well as an allocation of corporate overhead costs primarily based on a ratio of net sales by segment to total consolidated net sales.
Current wording
We present Adjusted EBITDA, a non-GAAP financial measure, because we believe it is a useful indicator for management to measure operating performance and for planning purposes, including the preparation of our annual operating budget and financial projections. We believe that Adjusted EBITDA is useful to our investors because it is frequently used by securities analysts, investors and other interested parties in their evaluation of the operating performance of companies in industries similar to ours. We define Adjusted EBITDA as net income (loss) from operations before depreciation and amortization, provision of income taxes and interest expense, net, 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 acquisition and divestiture related costs, certain shareholder litigation costs, impairments of assets, restructuring and succession charges, equity compensation expense, financial restructuring costs and other items. Adjusted EBITDA by segment is comprised of net sales and costs directly attributable to a segment, as well as an allocation of corporate overhead costs primarily based on a ratio of net sales by segment to total consolidated net sales.
Previous wording
Non-GAAP financial measures have limitations as an analytical tool and should not be considered in isolation or as a substitute for, or superior to, the financial information prepared and presented in accordance with U.S. GAAP. These measures might exclude certain normal recurring expenses. Therefore, these measures might not provide a complete understanding of the Company's performance and should be reviewed in conjunction with the U.S. GAAP financial measures. Additionally, other companies might define their non-GAAP financial measures differently than we do. Investors are encouraged to review the reconciliation of the non-GAAP measure provided in this Quarterly Report on Form 10-Q, including all tables referencing Adjusted EBITDA to its most directly comparable U.S. GAAP measure.
Current wording
Non-GAAP financial measures have limitations as an analytical tool and should not be considered in isolation or as a substitute for, or superior to, the financial information prepared and presented in accordance with U.S. GAAP. These measures might exclude certain normal recurring expenses. Therefore, these measures might not provide a complete understanding of the Company's performance and should be reviewed in conjunction with U.S. GAAP financial measures. Additionally, other companies might define their non-GAAP financial measures differently than we do. Investors are encouraged to review the reconciliation of the non-GAAP measure provided in this Quarterly Report on Form 10-Q, including all tables referencing Adjusted EBITDA to its most directly comparable U.S. GAAP measure.
Previous wording
Net sales decreased compared to the prior year comparable period primarily due to the divestiture of our Advanced Rehabilitation Business, which totaled $1.9 million.
Current wording
Net sales increased compared to the prior year comparable period primarily due to an increase in our sales in Pain Treatments for Durolane and in Surgical Solutions for Ultrasonics, partially offset by the divestiture of our Advanced Rehabilitation Business, which totaled $1.6 million.
Previous wording
Net sales decreased $3.8 million, or 3.3%, compared to the prior year period. Changes by business were: (i) Pain Treatments—$2.0 million increase due to volume growth primarily driven by Durolane partially offset by a decline in Supartz and Gelsyn-3, in part, due to inventory reductions by certain distributors following higher purchases at the end of last year; (ii) Surgical Solutions—$2.5 million increase due to volume growth in Ultrasonics; and (iii) Restorative Therapies—$8.3 million decrease was comprised of a net decline of $9.6 million reflecting the divestiture of our Advanced Rehabilitation Business, partially offset with $1.3 million growth increase for our EXOGEN Bone Stimulation System.
Current wording
Net sales decreased $9.4 million, or 3.8%, compared to the prior year period. Changes by business were: (i) Pain Treatments—$1.3 million increase due to volume growth primarily driven by Durolane partially offset by a decline in volume, in part, due to inventory reductions by certain distributors following higher purchases at the end of 2024 and a shift in channel mix; (ii) Surgical Solutions—$6.5 million increase due to volume growth in BGS and Ultrasonics; and (iii) Restorative Therapies—$17.2 million decrease due to a net decline in sales of $20.1 million reflecting the divestiture of our Advanced Rehabilitation Business, partially offset by a $3.0 million increase in our sales for our EXOGEN Bone Stimulation System.
Previous wording
Gross profit decreased $1.5 million, or 16.5%, primarily due to the $1.1 million decline resulting from the divestiture of our Advanced Rehabilitation Business. Gross margin declined due to product and country mix.
Current wording
Gross profit increased $2.0 million, or 21.6%, primarily due to volume growth in Pain Treatments and Surgical Solutions, partially offset by the $0.7 million decline resulting from the divestiture of our Advanced Rehabilitation Business. Gross margin increased due to favorable movements in ASP.
Previous wording
Gross profit decreased $3.8 million, or 4.8%, primarily due to the $5.1 million decline resulting from the divestiture of our Advanced Rehabilitation Business. This decrease was partially offset with volume growth in Pain Treatments, Surgical Solutions and our EXOGEN Bone Stimulation System. The slight change in gross margin as a percent of sales resulted from a decrease in selling price in certain Pain Treatment products as a result of temporary shifts in channel mix.
Current wording
Gross profit decreased $7.4 million, or 4.3%, primarily due to the $10.6 million decline in sales resulting from the divestiture of our Advanced Rehabilitation Business. This decrease was partially offset by volume growth in Pain Treatments, Surgical Solutions and our EXOGEN Bone Stimulation System. The decrease in gross margin resulted from: (i) a decrease in ASP in certain Pain Treatment products as a result of temporary shifts in channel mix; and (ii) freight and tariff costs for our EXOGEN Bone Stimulation System.
Previous wording
Selling, general and administrative expenses decreased by $5.3 million, or 6.7%, due to decreases compensation-related costs of $5.2 million from less commissions on lower sales and reduced compensation related accruals, which were partially driven by the sale of the Advanced Rehabilitation Business.
Current wording
Selling, general and administrative expenses decreased by $22.8 million, or 13.0%, due to decreases in: (i) shareholder litigation costs settled during 2024 of $13.6 million; (ii) compensation-related costs of $8.0 million from less commissions on lower sales and an overall reduction in compensation expenses, which were partially driven by the sale of the Advanced Rehabilitation Business; and (iii) stock-based compensation of $2.9 million.
Previous wording
Activity relating to the change in fair value of contingent consideration relates to contingent consideration associated with the acquisition of Bioness in March 2021. Certain milestones were achieved during the fourth quarter of 2024 and as a result, we ceased revaluing the contingent consideration liability. We paid $9.0 million of contingent consideration in February 2025 and will pay the remaining $10.6 million during 2025.
Current wording
Activity from the change in fair value of contingent consideration relates to contingent consideration associated with the acquisition of Bioness in March 2021. Certain milestones were achieved during the fourth quarter of 2024 and as a result, we ceased revaluing the contingent consideration liability in 2025. We made contingent consideration payments of $9.0 million and $10.8 million during the first and second quarters of 2025, respectively, which settled the Bioness contingent consideration liability in its entirety.
Previous wording
Depreciation and amortization decreased during the three months ended March 29, 2025 compared to the prior year comparable period due to certain information technology assets being fully depreciated in 2025.
Current wording
Depreciation and amortization decreased during the three and six months ended June 28, 2025 compared to the prior year comparable periods primarily due to certain information technology assets being fully depreciated in 2025.
Previous wording
Loss on disposals during the three months ended March 29, 2025 resulted from working capital adjustments associated with the sale of our Advanced Rehabilitation Business.
Current wording
Loss on disposals during the three and six months ended June 28, 2025 resulted from working capital adjustments associated with the sale of our Advanced Rehabilitation Business.
Previous wording
Interest expense, net decreased during the three months ended March 29, 2025 compared to the prior year comparable period due to less debt outstanding and a decrease in interest rates. The increase in other expense, net of $0.7 million was due to fluctuations in foreign currency compared to the prior year comparable period.
Current wording
Interest expense, net decreased during the three and six months ended June 28, 2025 compared to the prior year comparable periods due to less debt outstanding and a decrease in interest rates. The increase in other expense, net during the three and six months ended June 28, 2025 was due to fluctuations in foreign currency compared to the prior year comparable periods.
Previous wording
The rate change for the three months ended March 29, 2025 compared to the prior year comparable period was due to the divestiture of the Advanced Rehabilitation Business and foreign income tax offset by the release of certain reserves for uncertain tax positions in 2025. The effective tax rate for the three months ended March 30, 2024 was based upon taxable income in certain entities including activity generated from the Advance Rehabilitation Business.
Current wording
The effective tax rate for the six months ended June 28, 2025 was based upon foreign income tax partially offset with the release of certain reserves for uncertain tax positions. The effective tax rate for the six months ended June 29, 2024 was due to the impairment of intangibles related to the Advanced Rehabilitation Business and taxable income in certain entities.
Previous wording
Subsequent to the IPO and related transactions, we are the sole managing member of BV LLC in which we owned 80.8% and 80.6% at March 29, 2025 and December 31, 2024, respectively. We have a majority economic interest and the sole voting interest in and control the management of BV LLC. As a result, we consolidate the financial results of BV LLC and report a noncontrolling interest representing the 19.2% that is owned by the Continuing LLC Owner. Noncontrolling interest activity during the three months ended March 29, 2025 was the result of losses recorded.
Current wording
Subsequent to the IPO and related transactions, we are the sole managing member of BV LLC in which we owned 80.9% and 80.6% at June 28, 2025 and December 31, 2024, respectively. We have a majority economic interest and the sole voting interest in and control the management of BV LLC. As a result, we consolidate the financial results of BV LLC and report a noncontrolling interest representing the 19.1% that is owned by the Continuing LLC Owner. Noncontrolling interest changes during the periods presented resulted from recorded income and loss activity.
Previous wording
Adjusted EBITDA decreased $2.7 million, or 13.7%, primarily due to lower gross profit resulting from the divestiture of our Advanced Rehabilitation Business, partially offset with lower compensation related expenses.
Current wording
Adjusted EBITDA decreased $3.1 million, or 9.9%, in the three months ended June 28, 2025 compared to the prior year period primarily due to lower gross profit resulting from the divestiture of our Advanced Rehabilitation Business and the impact of foreign currency, partially offset by lower compensation-related expenses.
Previous wording
Adjusted EBITDA decreased $0.7 million or 24.8%, primarily due to lower gross profit resulting from the divestiture of our Advanced Rehabilitation Business, partially offset with lower administrative expenses.
Current wording
Adjusted EBITDA decreased $5.8 million, or 11.3%, in the six months ended June 28, 2025 compared to the prior year period primarily due to lower gross profit resulting from the divestiture of our Advanced Rehabilitation Business and the impact of foreign currency, partially offset by lower compensation-related expenses.
Previous wording
On December 31, 2024, we closed the sale of the Advanced Rehabilitation Business, which was considered non-core and required additional research and development expenditures to achieve its next stage of growth. We received $24.7 million at closing, net of transactional fees, subject to a post-closing adjustment for net working capital expected to be settled in the second quarter of 2025. The proceeds were used to pay $20.0 million in long-term debt obligations on December 31, 2024. We may also receive an aggregate of $20.0 million in potential earn-out payments, which are based on the achievement of certain revenue and financial metric thresholds in respect to sales of products from the Advanced Rehabilitation Business during the 2025 and 2026 fiscal years.
Current wording
On December 31, 2024, we closed the sale of the Advanced Rehabilitation Business, which was considered non-core and required additional research and development expenditures to achieve its next stage of growth. We received $24.7 million at closing, net of transactional fees, subject to a post-closing adjustment for net working capital. We paid $0.7 million in the second quarter of 2025 to settle the adjustment for net working capital. The proceeds were used to pay $20.0 million in long-term debt obligations on December 31, 2024. We may also receive an aggregate of $20.0 million in potential earn-out payments, which are based on the achievement of certain revenue and financial metric thresholds in respect to sales of products from the Advanced Rehabilitation Business during the 2025 and 2026 fiscal years.
Previous wording
We believe that we have enough liquidity to continue operations for the next twelve months and to repay the $10.0 million due October 29, 2025. We anticipate that to the extent that we require capital, we will obtain funding through additional equity financings or the incurrence of other indebtedness or a combination of these potential sources of capital. As of March 29, 2025, we had the ability to borrow up to an additional $27.8 million on our Revolving Credit Facility and available letters of credit. We may explore divestiture opportunities for non-core assets to improve our liquidity position. In addition, we may raise additional funds to finance future cash needs through receivables or royalty financings or corporate collaboration and licensing arrangements. If we raise additional funds by issuing equity securities or convertible debt, our stockholders will experience dilution. The covenants under the Amended 2019 Credit Agreement limit our ability to obtain additional debt financing. Debt financing, if allowed under the Amended 2019 Credit Agreement and if available, would result in increased payment obligations and might involve agreements that include covenants limiting or restricting our ability to take specific actions, such as incurring additional debt, or making capital expenditures. If we raise additional funds through collaboration and licensing arrangements with third parties, it might be necessary to relinquish valuable rights to our products, future revenue streams or product candidates, or to grant licenses on terms that might not be favorable to us. We cannot be certain that additional funding will be available on acceptable terms, or at all. Any failure to raise capital in the future might have a negative impact on our financial condition and our ability to pursue our business strategies.
Current wording
We may explore divestiture opportunities for non-core assets to improve our liquidity position. In addition, we may raise additional funds to finance future cash needs through receivables or royalty financings or corporate collaboration and licensing arrangements. If we raise additional funds by issuing equity securities or convertible debt, our stockholders will experience dilution. If we raise additional funds through collaboration and licensing arrangements with third parties, it might be necessary to relinquish valuable rights to our products, future revenue streams or product candidates, or to grant licenses on terms that might not be favorable to us. We cannot be certain that additional funding will be available on acceptable terms, or at all. Any failure to raise capital in the future might have a negative impact on our financial condition and our ability to pursue our business strategies.
Previous wording
The Amended 2019 Credit Agreement contains customary affirmative and negative covenants, including those related to financial reporting and notification, restrictions on the declaration or payment of certain distributions on or in respect of Bioventus LLC’s equity interests, restrictions on acquisitions, investments and certain other payments, limitations on the incurrence of new indebtedness, limitations on transfers, sales and other dispositions of assets of Bioventus LLC and its subsidiaries, as well as limitations on making changes to the business and organizational documents of Bioventus LLC and its subsidiaries. Financial covenant requirements include a maximum debt leverage ratio and an interest coverage ratio. In addition, during the period commencing on the Closing Date and ending upon the satisfaction of certain conditions occurring not prior to October 29, 2025, the Company will be subject to certain additional requirements and covenants, including a requirement to maintain Liquidity (as defined in the Amended 2019 Credit Agreement) of not less than$10.0 million as of the end of each calendar month during such period. The Term Loan Facilities will mature on October 29, 2026. The Revolver will mature on October 29, 2025. We were in compliance with the financial covenants as stated with the Amended 2019 Credit Agreement as of March 29, 2025.
Current wording
The Amended 2019 Credit Agreement, repaid on July 31, 2025, contained customary affirmative and negative covenants, including those related to financial reporting and notification, restrictions on the declaration or payment of certain distributions on or in respect of Bioventus LLC’s equity interests, restrictions on acquisitions, investments and certain other payments, limitations on the incurrence of new indebtedness, limitations on transfers, sales and other dispositions of assets of Bioventus LLC and its subsidiaries, as well as limitations on making changes to the business and organizational documents of Bioventus LLC and its subsidiaries. Financial covenant requirements included a maximum debt leverage ratio and an interest coverage ratio. We were subject to certain additional requirements and covenants, including a requirement to maintain Liquidity (as defined in the Amended 2019 Credit Agreement) of not less than$10.0 million as of the end of each calendar month during such period. We were in compliance with the financial covenants as stated in the Amended 2019 Credit Agreement as of June 28, 2025.
Previous wording
We have an outstanding Revolver balance of $10.0 million as of March 29, 2025, which was borrowed and used for working capital needs. The Revolver matures on October 29, 2025.
Current wording
We had an outstanding Revolver balance of $5.0 million as of June 28, 2025, which was borrowed and used for working capital needs. We paid the remaining Revolver balance of $5.0 million on July 11, 2025.
Previous wording
Cash and cash equivalents as of March 29, 2025 totaled $22.8 million, compared to $41.6 million as of December 31, 2024. The change in cash was primarily due to the following:
Current wording
Cash and cash equivalents as of June 28, 2025 totaled $32.9 million, compared to $41.6 million as of December 31, 2024. The change in cash was primarily due to the following:
Previous wording
Net cash from operating activities decreased $13.3 million, due to larger compensation payments in 2025 compared to the prior year and a decline in sales and an increase in inventory purchases. These operating cash outflows were partially offset by a decrease in interest payments resulting from the timing of interest payments and less debt outstanding.
Current wording
Net cash from operating activities decreased $2.6 million due to larger compensation payments in 2025 compared to the prior year and a decline in sales and an increase in inventory purchases. These operating cash outflows were partially offset by a decrease in interest payments resulting from the timing of interest payments and less debt outstanding.
Previous wording
Net cash from investing activities increased $0.2 million, due to the $0.7 million purchase of distribution rights for one of our HA products in 2024, partially offset by a $0.5 million increase in capital expenditures primarily related to information technology.
Current wording
Net cash from investing activities decreased $1.1 million due to an increase of $1.1 million in capital expenditures primarily related to information technology and a working capital settlement of $0.7 million related to our sale of the Advanced Rehabilitation Business, partially offset by a $0.7 million outflow in 2024 for the purchase of an HA distribution right.
Previous wording
Net cash flows from financing activities increased $5.2 million, due to $10.0 million in net borrowings on our Revolver and $4.2 million less in principal and deferred financing payments during 2024. These financing cash inflows were partially offset by a $9.0 million payment for contingent consideration related to a previous acquisition.
Current wording
Net cash flows from financing activities decreased $1.6 million due to a $19.8 million payment for contingent consideration related to a previous acquisition, partially offset by $12.5 million less in principal and deferred financing payments and $5.0 million in net borrowings on our Revolver during 2025.
Previous wording
The Company is also considered a “smaller reporting company,” as defined by Rule 12b-2 of the Securities Exchange Act of 1934 (the “Exchange Act”), which was determined as of the last day of the Company’s second fiscal quarter of 2024. The Company will continue to be categorized as a smaller reporting company-accelerated filer until the Company’s public float reaches a certain threshold. The Company may rely on exemptions from certain disclosure requirements that are available to smaller reporting companies.
Current wording
The Company is also considered a “smaller reporting company,” as defined by Rule 12b-2 of the Securities Exchange Act of 1934 (the “Exchange Act”), which was determined as of the last day of the Company’s second fiscal quarter of 2024. The Company will continue to be categorized as a smaller reporting company-accelerated filer until the Company’s public float reaches a certain threshold as of the determination date. The Company may rely on exemptions from certain disclosure requirements that are available to smaller reporting companies.
Rearranged current paragraphs (1)
Current report — wording carried from elsewhere
We anticipate that to the extent that we require capital, we will obtain funding through additional equity financings or the incurrence of other indebtedness or a combination of these potential sources of capital. As of June 28, 2025, we had the ability to borrow up to an additional $32.8 million on our Revolving Credit Facility net of outstanding letters of credit.