XML 39 R26.htm IDEA: XBRL DOCUMENT v3.23.1
Acquisitions and divestitures (Tables)
3 Months Ended
Apr. 01, 2023
Business Combination and Asset Acquisition [Abstract]  
Schedule of Held for Sale Assets and Liabilities
The carrying amounts of the major classes of assets and liabilities of the Wound Business that were classified as held for sale were as follows:
April 1, 2023
Carrying amounts of assets classified as held for sale
Accounts receivable, net of allowance of $898
$4,114 
Inventory1,481 
Property and equipment, net443 
Intangible assets31,835 
Total assets held for sale$37,873 
Carrying amounts of liabilities classified as held for sale
Accounts payable$1,285 
Accrued liabilities588 
Total liabilities held for sale$1,873 
The following table summarizes CartiHeal’s major classes of assets and liabilities as reported on the consolidated condensed balance sheets as of December 31, 2022 as the balances were fully deconsolidated as of April 1, 2023:
December 31, 2022
Carrying amounts of major classes of assets included as part of discontinued operations
Cash$1,628 
Restricted cash23 
Other receivables350 
Inventory642 
Prepaid and other current assets134 
Property and equipment, net191 
Goodwill6,297 
Intangible assets, net398,873 
Operating lease assets618 
Other assets15 
Total assets$408,771 
Carrying amounts of major liabilities included as part of discontinued operations
Accounts payable$852 
Accrued liabilities384 
Current portion of deferred consideration117,615 
Other current liabilities236 
Deferred income taxes79,863 
Deferred consideration79,269 
Contingent consideration67,251 
Other long-term liabilities2,528 
Total liabilities$347,998 
The following table summarizes the major income and expense line items of these discontinued operations, as reported in the consolidated statements of operations for the three months ended April 1, 2023 and April 2, 2022:
Three Months Ended
April 1, 2023April 2, 2022
Selling, general and administrative expense$1,728 $— 
Research and development expense396 — 
Change in fair value of contingent consideration(a)
1,710 — 
Depreciation and amortization(a)
4,264 — 
Operating loss from discontinued operations(8,098)— 
Interest expense (income), net4,889 — 
Other expense(b)
61,442 401 
Other expense66,331 401 
Net loss(74,429)(401)
Loss attributable to noncontrolling interest14,937 — 
Net loss attributable to Bioventus Inc.$(59,492)$(401)
(a)Depreciation and amortization and the change in fair value of contingent consideration represents the significant operating non-cash items of discontinued operations.
(b)Other expense includes the $60,639 loss on deconsolidation, of which $10,150 was attributable to non-refundable payments.
Schedule of Business Acquisitions, by Acquisition
The fair value of consideration for the CartiHeal Acquisition was comprised of the following:
Cash consideration$100,000 
Transaction related costs8,622 
Subtotal of cash at closing108,622 
Deferred Amount183,400 
Sales Milestone61,901 
Fair value of previously held equity interest(a)
39,477 
Total consideration$393,400 
(a)    Remeasurement of the Company’s equity method investment in CartiHeal, net of equity losses as a result of the purchase. The remeasurement included a gain of $23,709 calculated as the difference between the fair value and the carrying value of the Company’s investment in CartiHeal at the acquisition date and was recognized in other income during the third quarter of 2022 on the consolidated condensed statements of operations and comprehensive loss. The fair value was based upon: (i) the consideration transferred to members owning 89.97% of CartiHeal’s fully diluted shares; (ii) calculating the value of CartiHeal’s fully diluted shares based upon the transferred consideration; and (iii) applying the calculated value to the Company’s 10.03% ownership in CartiHeal’s fully diluted shares at the acquisition date.
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed The following table summarizes the fair values of the assets acquired and liabilities assumed at the acquisition date:
Fair value of consideration$393,400 
Assets acquired and liabilities assumed:
Cash and cash equivalents and restricted cash3,781 
Inventory642 
Prepaid and other current assets552 
Property and equipment259 
Intangibles410,200 
Investment and other assets727 
Accounts payable(18)
Accrued liabilities(459)
Other current liabilities(171)
Deferred income taxes(79,863)
Other liabilities(2,544)
Net assets acquired333,106 
Resulting goodwill$60,294 
Schedule of Finite-Lived and Indefinite-Lived Intangible Assets Acquired as Part of Business Combination
CartiHeal’s intangibles consisted of the following:
Useful LifeFair Value
Intellectual Property - US Segment20 years$351,500 
Intellectual Property - International Segment8 years58,700 
$410,200