GlobeNewswire Inc | Nov 9, 2021 07:00AM EST

November 09, 2021

DURHAM, N.C., Nov. 09, 2021 (GLOBE NEWSWIRE) -- Bioventus Inc. (Nasdaq: BVS) ("Bioventus" or "the Company"), a global leader in innovations for active healing, today reported financial results for three and nine months ended October2, 2021.

Q3 Financial Summary & Recent Highlights:

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

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

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

Third Quarter 2021 Financial Results:

The following table represents net sales by geographic region, and by vertical, for the three months ended October2, 2021 and September26, 2020, respectively:

Three Months Ended Change($ thousands, except for October 2, Septemberpercentage) 2021 26, $ % 2020By Geographic Region: U.S. $ 99,162 $ 78,886 $ 20,276 25.7 %International 9,728 7,022 2,706 38.5 %Net Sales $ 108,890 $ 85,908 $ 22,982 26.8 %By Vertical: Pain Treatments and Joint $ 60,635 $ 48,781 $ 11,854 24.3 %PreservationRestorative Therapies 30,475 20,000 10,475 52.4 %Bone Graft Substitutes 17,780 17,127 653 3.8 %Net Sales $ 108,890 $ 85,908 $ 22,982 26.8 %

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

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

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

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

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

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

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

As of October2, 2021, the Company had $80.9 million in cash and cash equivalents and $177.4 million in debt obligations, compared to $86.8 million in cash and cash equivalents and $188.4 million in debt obligations as of December31, 2020.

Updated Full Year 2021 Financial Guidance:

For the twelve months ending December31, 2021, the Company now expects:

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

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

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

Third Quarter 2021 Earnings Conference Call:

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

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

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

About Bioventus

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

Legal Notice Regarding Forward-Looking Statements

This press release contains forward-looking statements within the meaning of Section27A of the Securities Act of 1933, as amended, and Section21E 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 ongoingCOVID-19pandemic; the expected benefits and impact of Bioventus products, including in certain regions, and biologic drug candidates; the benefits of and expected completion of integration efforts for the Bioness and Misonix acquisitions; and the Companys 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 theCOVID-19pandemic; 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 ofnon-invasivebone 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 andnon-disruptivemanner; 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 Companys public filings with the Securities and Exchange Commission (SEC), including Bioventus Annual Report on Form 10-K for the year ended December 31, 2020, as updated in our Quarterly Report on Form 10-Q for the three months ended October 2, 2021 and as such factors may be further updated from time to time in Bioventus other filings with the SEC, which are accessible on the SECs website atwww.sec.govand the Investor Relations page of Bioventus website atir.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 sheetsAs of October2, 2021 and December31, 2020(Amounts in thousands, except share amounts) (unaudited)

October 2, December 2021 31, 2020Assets Current assets: Cash and cash equivalents $ 80,917 $ 86,839 Accounts receivable, net 105,442 88,283 Inventory 36,565 29,120 Prepaid and other current assets 23,154 7,552 Total current assets 246,078 211,794 Restricted cash 50,000 ? Property and equipment, net 10,297 6,879 Goodwill 52,885 49,800 Intangible assets, net 248,794 191,650 Operating lease assets 16,938 14,961 Deferred tax assets 481 ? Investment and other assets 29,317 19,382 Total assets $ 654,790 $ 494,466 Liabilities and Members? Equity Current liabilities: Accounts payable $ 10,897 $ 4,422 Accrued liabilities 107,554 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 13,386 ? Other current liabilities 2,993 3,926 Total current liabilities 160,705 122,589 Long-term debt, less current portion 162,437 173,378 Accrued equity-based compensation, less current ? 29,249 portionDeferred income taxes 47,687 3,362 Contingent consideration, less current portion 30,906 ? Other long-term liabilities 22,558 21,728 Total liabilities 424,293 350,306 Stockholders? and Members? Equity: Members' equity ? 144,160 Preferred stock, $0.001 par value, 10,000,000 shares authorized, 0 shares issuedClass A common stock, $0.001 par value, 250,000,000shares authorized, 41,097,292 shares issued and 41 ? outstandingClass B common stock, $0.001 par value, 50,000,000shares authorized, 15,786,737 shares issued and 16 ? outstandingAdditional paid-in capital 158,480 ? Accumulated deficit (6,238 ) ? Accumulated other comprehensive income 204 ? Total stockholders? equity attributable to Bioventus 152,503 144,160 Inc. and members? equityNoncontrolling interest 77,994 ? Total stockholders? and members? equity 230,497 144,160 Total liabilities and stockholders? and members? $ 654,790 $ 494,466 equity

BIOVENTUS INC.

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

Three Months Ended Nine Months Ended October 2, September October 2, September 2021 26, 2021 26, 2020 2020Net sales $ 108,890 $ 85,908 $ 300,484 $ 222,570 Cost of sales (includingdepreciation andamortization of $6,637 29,821 23,444 85,546 62,521 and $5,477, $17,491 and$16,076 respectively)Gross profit 79,069 62,464 214,938 160,049 Selling, general and 69,636 50,295 173,372 131,104 administrative expenseResearch and development 6,153 3,569 11,936 8,311 expenseRestructuring costs 1,798 ? 1,798 ? Change in fair value of 651 ? 1,292 ? contingent considerationDepreciation and 1,878 1,667 5,655 5,305 amortizationImpairment of variable ? ? 5,674 ? interest entity assetsOperating (loss) income (1,047 ) 6,933 15,211 15,329 Interest expense 1,347 1,880 152 7,095 Other expense (income) 757 (3,285 ) 2,821 (4,539 )Other expense (income) 2,104 (1,405 ) 2,973 2,556 (Loss) income before (3,151 ) 8,338 12,238 12,773 income taxesIncome tax (benefit) (882 ) 373 759 302 expenseNet (loss) income (2,269 ) 7,965 11,479 12,471 Loss attributable to 1,198 492 8,260 1,164 noncontrolling interestNet (loss) incomeattributable to $ (1,071 ) $ 8,457 $ 19,739 $ 13,635 Bioventus Inc. Net (loss) income $ (2,269 ) $ 7,965 $ 11,479 $ 12,471 Other comprehensive(loss) income, net of taxChange in foreigncurrency translation (366 ) 943 (1,225 ) 687 adjustmentsComprehensive (loss) (2,635 ) 8,908 10,254 13,158 incomeComprehensive lossattributable to 1,300 492 8,182 1,164 noncontrolling interestComprehensive (loss)income attributable to $ (1,335 ) $ 9,400 $ 18,436 $ 14,322 Bioventus Inc. Loss per share of Class A common stock^(1):Basic and diluted $ (0.03 ) $ (0.15 ) Weighted-average sharesof Class A common stock outstanding^(1):Basic and diluted 41,837,581 41,816,706 ^(1) Per share information for the nine months ended October2, 2021 representsloss per share of Class A common stock and weighted-average shares of Class Acommon stock outstanding from February 16, 2021 through October2, 2021, theperiod following Bioventus Inc.'s initial public offering and relatedtransactions described in Note 1. Organization and Note 7. Earnings per sharewithin the Notes to the Unaudited Condensed Consolidated Financial Statementsin the Company's Quarterly Report on Form 10-Q for the quarter ended October2,2021.



BIOVENTUS INC.

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

Three Months Ended Nine Months Ended October 2, September October 2, September 2021 26, 2021 26, 2020 2020Operating activities: Net (loss) income $ (2,269 ) $ 7,965 $ 11,479 $ 12,471 Adjustments to reconcilenet income to net cashprovided by operating activities from continuingoperations:Depreciation and 8,522 7,276 23,185 21,789 amortizationEquity-based compensation 5,938 7,390 (10,621 ) 619 Change in fair value of 651 ? 1,292 ? contingent considerationChange in fair value of ? ? (2,774 ) (788 )Equity Participation RightsChange in fair value of (81 ) (21 ) (1,391 ) 1,980 interest rate swapImpairments related to ? ? 7,043 ? variable interest entityOther, net 404 (205 ) (210 ) 823 Changes in working capital (2,578 ) (1,164 ) (18,129 ) 9,858 Net cash from operatingactivities - continuing 10,587 21,241 9,874 46,752 operationsNet cash from operatingactivities - discontinued ? (400 ) ? (400 )operationsNet cash from operating 10,587 20,841 9,874 46,352 activitiesInvesting activities: Purchase of Bioness, Inc., (1,000 ) ? (46,790 ) ? net of cash acquiredInvestments (11,124 ) (16,630 ) (11,124 ) (16,630 )Purchase of property and (1,926 ) (1,281 ) (4,568 ) (2,331 )equipmentOther 864 152 ? ? Net cash from investingactivities - continuing (13,186 ) (17,759 ) (62,482 ) (18,961 )operationsNet cash from investingactivities - discontinued ? ? ? 172 operationsNet cash from investing (13,186 ) (17,759 ) (62,482 ) (18,789 )activitiesFinancing activities: Proceeds from issuance ofClass A common stock soldin initial public offering, ? ? 107,777 ? net of underwritingdiscounts and offeringcostsProceeds from issuance of 417 ? 747 ? Class A and B common stockBorrowing on revolver ? ? ? 49,000 Payments on revolver ? (49,000 ) ? (49,000 )Payments on long-term debt (3,750 ) (2,500 ) (11,250 ) (5,000 )Refunds (distributions) - (996 ) (5,616 ) (183 ) (14,691 )membersOther, net (17 ) ? (28 ) ? Net cash from financing (4,346 ) (57,116 ) 97,063 (19,691 )activitiesEffect of exchange rate (206 ) 272 (377 ) 86 changes on cashNet change in cash, cashequivalents and restricted (7,151 ) (53,762 ) 44,078 7,958 cashCash, cash equivalents andrestricted cash at the 138,068 126,240 86,839 64,520 beginning of the periodCash, cash equivalents andrestricted cash at the end $ 130,917 $ 72,478 $ 130,917 $ 72,478 of the period

Use ofNon-GAAPFinancial 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 anon-GAAPmeasure, 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 Companys performance and evaluate long-term performance trends. Organic revenue growth also facilitates easier comparisons of the Companys performance with prior and future periods and relative comparisons to its peers. The Company excludes the effect of acquisitions and divestitures because these activities can have a significant impact on the Company's reported results, which the Company believes makes comparisons of long-term performance trends difficult for management and investors.

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

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

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

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

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

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

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

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

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

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

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

(a)Includes for the three months ended October 2, 2021 and September26, 2020 and the nine months ended October2, 2021 and September26, 2020, respectively, depreciation and amortization of $6,637, $5,477, $17,491 and $16,076 in cost of sales and $1,878, $1,667, $5,655 and $5,305 presented in the consolidated statements of operations and comprehensive (loss) income with the balance in research and development.(b)The three and nine months ended October2, 2021 primarily includes equity-based compensation expense (income) resulting from awards granted under the Companys current equity based compensation plan (2021 Plan) and compensation costs. The nine months ended October2, 2021 also includes the change in fair market value of accrued equity-based compensation related to the BV LLC Phantom Profits Interest Plan (Phantom Plan) due to expected pricing with our IPO. Equity compensation expenses for the three and nine months ended September26, 2020 represents compensation from the Companys management incentive plan and Phantom Plan as well as the change in fair market value of accrued equity-based compensation related to the plans due to the impact of the COVID-19 pandemic on our business.(c)Costs incurred as a result of adopting a restructuring plan for businesses recently acquired to reduce headcount, reorganize management structure and consolidate certain facilities.(d)Represents income resulting from the Coronavirus Aid, Relief and Economic Security ("CARES") Act offset by additional cleaning and disinfecting expenses and contract termination fees for canceled events.(e)Primarily represents costs related to the CEO transition.(f)Foreign currency impact represents realized and unrealized gains and losses from fluctuations in foreign currency and is included within other (income) loss in the consolidated statements of operations and comprehensive (loss) income.(g)Represents costs incurred to acquire and integrate Bioness.(h)Amortization of the inventory step-up associated with the Bioness acquisition.(i)Represents CartiHeal equity investment losses.(j)Represents changes in fair value of contingent consideration associated with the Bioness acquisition.(k)Represents loss on impairment on Harbor's long-lived assets, and the Company's investment in Harbor.(l)Other non-recurring costs primarily includes charges associated with strategic transactions, such as potential acquisitions and public company preparation costs, primarily accounting and legal fees.



Reconciliation of Net (Loss) Income toNon-GAAPNet Income (unaudited)

Three Months Ended Nine Months Ended October 2, September October 2, September($, thousands) 2021 26, 2021 26, 2020 2020Net (loss) income $ (2,269 ) $ 7,965 $ 11,479 $ 12,471 Depreciation& amortizationincluded in cost of goods 6,637 5,477 17,491 16,076 soldAmortization included in 1,241 1,408 3,813 4,537 operating expensesRestructuring costs^(a) 1,798 ? 1,798 ? Change in fair value of 651 ? 1,292 ? contingent considerationCOVID-19 expense^(b) ? 130 ? 277 COVID-19 income^(c) ? (3,187 ) ? (4,435 )Succession and transition ? 771 344 5,345 charges^(d)Acquisition and Integration 1,575 ? 6,604 ? costs^(e)Inventory step-up costs^(f) ? ? 2,106 ? Impairments related to ? ? 7,043 ? variable interest entity^(g)Othernon-recurringitems^(h) 4,199 ? 6,858 ? Non-GAAPNet income $ 13,832 $ 12,564 $ 58,828 $ 34,271

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

Reconciliation of Loss per share of Class A Common Stock toNon-GAAPEarnings per share of Class A Common Stock (unaudited)

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

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

Reconciliation of Gross Profit toNon-GAAPGross Profit and Gross Margin toNon-GAAPGross Margin (unaudited)

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

Reconciliation of Operating (Loss) Income toNon-GAAPOperating Income and Operating Margin toNon-GAAPOperating Margin (unaudited)

Three Months Ended Nine Months Ended October 2, September October 2, September($, thousands) 2021 26, 2021 26, 2020 2020Operating (loss) income $ (1,047 ) $ 6,933 $ 15,211 $ 15,329 Operating Margin (1.0 %) 8.1 % 5.1 % 6.9 %Depreciationand Amortization 6,637 5,477 17,491 16,076 included in cost of goods soldAmortization included in operating 1,241 1,408 3,813 4,537 expensesRestructuring costs^(a) 1,798 ? 1,798 ? Change in fair value of contingent 651 ? 1,292 ? considerationCOVID-19 expense^(b) ? 130 ? 277 Successionandtransitioncharges^ ? 771 344 5,345 (c)Acquisition and Integration costs^ 1,575 ? 6,604 ? (d)Inventory step-up costs^(e) ? ? 2,106 ? Impairments related to variable ? ? 5,674 ? interest entity^(f)Othernon-recurringitems^(g) 4,199 ? 6,858 ? Non-GAAPOperating Income $ 15,054 $ 14,719 $ 61,191 $ 41,564 Non-GAAPOperatingMargin 13.8 % 17.1 % 20.4 % 18.7 %

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

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

Three Months Ended Nine Months Ended October 2, September October 2, September($, thousands) 2021 26, 2021 26, 2020 2020Operating Expenses $ 80,116 $ 55,531 $ 199,727 $ 144,720 Amortization included in operating 1,241 1,408 3,813 4,537 expensesRestructuring costs^(a) 1,798 ? 1,798 ? Change in fair value of contingent 651 ? 1,292 ? considerationCOVID-19 expense^(b) ? 130 ? 277 Successionandtransitioncharges^ ? 771 344 5,345 (c)Acquisition and Integration costs^ 1,575 ? 6,604 ? (d)Impairments related to variable ? ? 5,674 ? interest entity^(e)Othernon-recurringitems^(f) 4,199 ? 6,858 ? Non-GAAP Operating Expenses $ 70,652 $ 53,222 $ 173,344 $ 134,561

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

Reconciliation of Guidance Range for Gross Profit toNon-GAAPGross Profit and Gross Margin toNon-GAAPGross Margin for the twelve months ending December31, 2021

Twelve Months($, thousands) 2021Guidance 2021Guidance Ended Low High December 31, 2020Net Sales $ 425,000 $ 430,000 $ 321,161 Cost of Sales 123,700 125,600 87,642 Gross Profit 301,300 304,400 233,519 Gross Margin 70.9 % 70.8 % 72.7 %Depreciationand Amortization 25,200 26,000 21,169 included in cost of goods soldAcquisition costs in cost of goods 4,100 4,100 ? soldNon-GAAPGross Profit $ 330,600 $ 334,500 $ 254,688 Non-GAAPGross Margin 77.8 % 77.8 % 79.3 %

Reconciliation of Guidance Range for Net Income toNon-GAAPNet Income for the twelve months ending December31, 2021

Twelve Months($, thousands) 2021Guidance 2021Guidance Ended Low High December 31, 2020Net income $ 1,800 $ 3,700 $ 14,722 Depreciation and Amortization 25,600 26,400 21,168 included in cost of goods soldAmortization included in operating 5,500 5,500 5,868 expensesLoss on debt retirement and 2,000 2,000 ? modificationCOVID-19 expense ? ? 576 COVID-19 income ? ? (4,699 )Succession & Transition 300 300 5,609 Restructuring costs 2,800 3,000 563 Acquisition and Integration costs 13,100 13,100 ? Inventory step-up costs 4,100 4,100 ? Change in fair value of contingent 1,900 2,000 ? considerationImpairments related to variable 7,000 7,000 ? interest entityOthernon-recurringcosts(a) 8,000 8,500 3,590 Non-GAAPNet income $ 72,100 $ 75,600 $ 47,397

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

Reconciliation of Guidance Range for Net Income to Adjusted EBITDAfor the twelve months ending December31, 2021

Twelve Months($, thousands) 2021Guidance 2021Guidance Ended Low High December 31, 2020Net Income $ 1,800 $ 3,700 $ 14,722 Depreciation and amortization 33,700 34,500 28,643 Loss on debt retirement and 2,000 2,000 ? modificationIncome tax expense 2,400 2,900 1,192 Interest expense 2,800 3,000 9,751 Equity compensation (3,900 ) (3,900 ) 10,103 COVID-19 benefits, net ? ? (4,123 )Succession and transition charges 300 300 5,609 Restructuring costs 2,800 3,000 563 Foreign currency impact ? ? (117 )Equity loss in unconsolidated 1,800 1,800 467 investmentsAcquisition and Integration costs 13,100 13,100 ? Inventory step-up costs 4,100 4,100 ? Change in fair value of contingent 1,900 2,000 ? considerationImpairments related to variable 7,000 7,000 ? interest entityOthernon-recurringcosts^(a) 8,000 8,500 5,633 Adjusted EBITDA $ 77,800 $ 82,000 $ 72,443

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

Investor Inquiries: Press and Media Inquiries:Dave Crawford Thomas HillBioventus Bioventusinvestor.relations@bioventus.com thomas.hill@bioventus.com