Anika Therapeutics, Inc. 10-Q

ITEM 1. FINANCIAL STATEMENTS   Anika Therapeutics, Inc. and Subsidiaries Consolidated Balance Sheets (in thousands, except per share data) (unaudited)       June 30,     December 31,   ASSETS   2022     2021   Current assets:                 Cash and cash equivalents   $ 91,392     $ 94,386   Accounts receivable, less allowance for credit losses of $ 1,405 and $ 1,442 at June 30, 2022 and December 31, 2021, respectively     32,172       29,843   Inventories, net     35,336       36,010   Prepaid expenses and other current assets     8,956       8,289   Total current assets     167,856       168,528   Property and equipment, net     48,087       47,602   Right-of-use assets     31,607       20,957   Other long-term assets     20,914       20,285   Intangible assets, net     78,490       82,382   Goodwill     7,169       7,781   Total assets   $ 354,123     $ 347,535                     LIABILITIES AND STOCKHOLDERS ’ EQUITY                 Current liabilities:                 Accounts payable   $ 8,165     $ 7,633   Accrued expenses and other current liabilities     16,951       17,847   Contingent consideration     4,315       4,315   Total current liabilities     29,431       29,795   Other long-term liabilities     587       1,258   Deferred tax liability     8,220       10,157   Lease liabilities     29,732       19,240   Commitments and contingencies (Note 10)                     Stockholders’ equity:                 Preferred stock, $ 0.01 par value; 1,250 shares authorized, no shares issued and outstanding at June 30, 2022 and December 31, 2021, respectively           -   Common stock, $ 0.01 par value; 90,000 shares authorized, 14,598 and 14,441 shares issued and outstanding at June 30, 2022 and December 31, 2021, respectively     146       144   Additional paid-in-capital     72,851       67,081   Accumulated other comprehensive loss     ( 6,646 )     ( 5,718 ) Retained earnings     219,802       225,578   Total stockholders’ equity     286,153       287,085   Total liabilities and stockholders’ equity   $ 354,123     $ 347,535                   The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.   3       Anika Therapeutics, Inc. and Subsidiaries Consolidated Statements of Operations and Comprehensive Income (in thousands, except per share data) (unaudited)         For the Three Months Ended June 30,     For the Six Months Ended June 30,       2022     2021     2022     2021   Revenue   $ 39,657     $ 38,145     $ 76,350     $ 72,437   Cost of product revenue     14,795       17,333       29,684       30,651   Gross Profit     24,862       20,812       46,666       41,786                                     Operating expenses:                                 Research & development     6,975       7,293       13,132       13,654   Selling, general & administrative     21,268       17,989       40,469       36,164   Change in fair value of contingent consideration     -       ( 13,650 )     -       ( 18,470 ) Total operating expenses     28,243       11,632       53,601       31,348   (Loss) income from operations     ( 3,381 )     9,180       ( 6,935 )     10,438   Interest and other income (expense), net     96       ( 50 )     ( 58 )     ( 93 ) (Loss) income before income taxes     ( 3,285 )     9,130       ( 6,993 )     10,345   (Benefit from) provision for income taxes     ( 442 )     2,599       ( 1,217 )     976   Net (loss) income   $ ( 2,843 )   $ 6,531     $ ( 5,776 )   $ 9,369                                     Net (loss) income per share:                                 Basic   $ ( 0.20 )   $ 0.45     $ ( 0.40 )   $ 0.65   Diluted   $ ( 0.20 )   $ 0.45     $ ( 0.40 )   $ 0.64                                     Weighted average common shares outstanding:                     -           Basic     14,555       14,393       14,511       14,368   Diluted     14,555       14,627       14,511       14,583                                     Net (loss) income   $ ( 2,843 )   $ 6,531     $ ( 5,776 )   $ 9,369   Foreign currency translation adjustment     ( 847 )     199       ( 928 )     ( 310 ) Comprehensive (loss) income   $ ( 3,690 )   $ 6,730     $ ( 6,704 )   $ 9,059     The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.   4       Anika Therapeutics, Inc. and Subsidiaries Consolidated Statements of Stockholders' Equity (in thousands) (unaudited)         Six Months Ended June 30, 2022                                       Accumulated               Common Stock             Other     Total       Number of     $.01 Par     Additional Paid     Retained     Comprehensive     Stockholders'       Shares     Value     in Capital     Earnings     Loss     Equity   Balance, January 1, 2022     14,441     $ 144     $ 67,081     $ 225,578     $ ( 5,718 )   $ 287,085   Issuance of common stock for equity awards     1       -       15                       15   Vesting of restricted stock units     106       1       ( 1 )                     -   Stock-based compensation expense                     2,545                       2,545   Retirement of common stock for minimum tax withholdings     ( 30 )     -       ( 844 )                     ( 844 ) Net income                             ( 2,933 )             ( 2,933 ) Other comprehensive income                                     ( 81 )     ( 81 ) Balance, March 31, 2022     14,518     $ 145     $ 68,796     $ 222,645     $ ( 5,799 )   $ 285,787   Vesting of restricted stock units     61       1       ( 1 )                     -   Issuance of ESPP shares     20       -       -                       -   Stock-based compensation expense                     4,081                       4,081   Retirement of common stock for minimum tax withholdings     ( 1 )     -       ( 25 )                     ( 25 ) Net income                             ( 2,843 )             ( 2,843 ) Other comprehensive income                                     ( 847 )     ( 847 ) Balance, June 30, 2022     14,598     $ 146     $ 72,851     $ 219,802     $ ( 6,646 )   $ 286,153         Six Months Ended June 30, 2021                                       Accumulated               Common Stock             Other     Total       Number of     $.01 Par     Additional Paid     Retained     Comprehensive     Stockholders'       Shares     Value     in Capital     Earnings     Loss     Equity   Balance, January 1, 2021     14,329     $ 143     $ 55,355     $ 221,444     $ ( 4,542 )   $ 272,400   Issuance of common stock for equity awards     -       -       1       -       -       1   Vesting of restricted stock units     46       1       ( 1 )                     -   Forfeiture of restricted stock awards                                             -   Stock-based compensation expense                     2,259                       2,259   Retirement of common stock for minimum tax withholdings     ( 9 )     -       ( 333 )                     ( 333 ) Repurchase of common stock                                             -   Net income                             2,838               2,838   Other comprehensive income                                     ( 509 )     ( 509 ) Balance, March 31, 2021     14,366     $ 144     $ 57,281     $ 224,282     $ ( 5,051 )   $ 276,656   Issuance of common stock for equity awards     18       -       640       -       -       640   Vesting of restricted stock units     35       -       -                       -   Stock-based compensation expense                     2,797                       2,797   Retirement of common stock for minimum tax withholdings     ( 1 )     -       ( 19 )                     ( 19 ) Net income                             6,531               6,531   Other comprehensive income                                     199       199   Balance, June 30, 2021     14,418     $ 144     $ 60,699     $ 230,813     $ ( 4,852 )   $ 286,804     The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.   5         Anika Therapeutics, Inc. and Subsidiaries   Consolidated Statements of Cash Flows   (in thousands)   (unaudited)       Six Months Ended June 30,       2022     2021   Cash flows from operating activities:                 Net (loss) income   $ ( 5,776 )   $ 9,369   Adjustments to reconcile net income to net cash provided by operating activities:                 Depreciation     3,435       3,086   Amortization of acquisition related intangible assets     3,891       3,925   Amortization of acquisition related inventory step-up     -       4,786   Non-cash operating lease cost     797       912   Change in fair value of contingent consideration     -       ( 18,470 ) Loss on disposal of fixed assets     -       831   Stock-based compensation expense     6,626       5,056   Deferred income taxes     ( 2,020 )     1,196   Provision (recovery) for doubtful accounts     175       ( 26 ) Provision for inventory     675       2,404   Changes in operating assets and liabilities:                 Accounts receivable     ( 3,103 )     ( 5,347 ) Inventories     ( 1,541 )     ( 6,796 ) Prepaid expenses, other current and long-term assets     ( 948 )     1,608   Accounts payable     284       ( 642 ) Operating lease liabilities     ( 764 )     ( 849 ) Accrued expenses, other current and long-term liabilities     ( 1,169 )     2,307   Income taxes     657       ( 1,487 ) Net cash provided by operating activities     1,219       1,863                     Cash flows from investing activities:                 Acquisition of Parcus Medical and Arthrosurface, net of cash acquired     -       ( 352 ) Proceeds from maturities of investments     -       2,501   Purchases of property and equipment     ( 3,266 )     ( 2,732 ) Net cash used in investing activities     ( 3,266 )     ( 583 )                   Cash flows from financing activities:                 Payments made on finance leases     ( 53 )     ( 147 ) Cash paid for tax withheld on vested restricted stock awards     ( 870 )     ( 353 ) Proceeds from exercises of equity awards     15       643   Net cash (used in) provided by financing activities     ( 908 )     143                     Exchange rate impact on cash     ( 39 )     ( 59 )                   (Decrease)/Increase in cash and cash equivalents     ( 2,994 )     1,364   Cash and cash equivalents at beginning of period     94,386       95,817   Cash and cash equivalents at end of period   $ 91,392     $ 97,181   Supplemental disclosure of cash flow information:                 Non-cash investing activities:                 Right-of-use assets obtained in exchange for operating lease liabilities   $ 11,589     $ 220   Purchases of property and equipment included in accounts payable and accrued expenses   $ 680     $ 263     The accompanying notes are an integral part of these unaudited condensed consolidated financial statements   6     ANIKA THERAPEUTICS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (amounts in thousands, except share and per share amounts or as otherwise noted) ( unaudited )     1. Nature of Business   Anika Therapeutics, Inc. (“the Company”) is a global joint preservation company that creates and delivers meaningful advancements in early intervention orthopedic care, including in the areas of osteoarthritis (“OA”) pain management, regenerative solutions, soft tissue repair and bone preserving joint technologies.   In early 2020, the Company expanded its overall technology platform through its strategic acquisitions of Parcus Medical, LLC (“Parcus Medical”), a sports medicine implant and instrumentation solutions provider focused on sports medicine and soft tissue repair, and Arthrosurface, Inc. (“Arthrosurface”), a company specializing in less invasive, bone preserving partial and total joint replacement solutions. These acquisitions broadened the Company’s product portfolio, developed over its 30 years of expertise in hyaluronic acid technology, into the broader joint preservation and restoration market with greater market potential, added high-growth revenue streams, increased the Company’s commercial capabilities, diversified its revenue base, and expanded its product pipeline and research and development expertise.   The Company is subject to risks common to companies in the life sciences industry including, but not limited to, development by the Company or its competitors of new technological innovations, dependence on key personnel, protection of proprietary technology, commercialization of existing and new products, and compliance with U.S. Food and Drug Administration and foreign regulations and approval requirements, as well as the ability to grow the Company’s business through appropriate commercial strategies.   There continue to be uncertainties regarding the pandemic of the novel coronavirus (“COVID- 19” ), and the Company is closely monitoring the impact of COVID- 19 on all aspects of its business, including how it will impact its customers, employees, suppliers, vendors, business partners and a broader impact on elective surgeries. The Company is unable to predict the specific impact that COVID- 19 may have on its financial position and operations moving forward due to the numerous uncertainties. Any estimates made herein may change as new events occur and additional information is obtained, and actual results could differ materially from any estimates made herein under different assumptions or conditions. The Company will continue to assess the evolving impact of COVID- 19.     2. Basis of Presentation   The accompanying unaudited condensed consolidated financial statements and related notes have been prepared by the Company pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) and in accordance with accounting principles generally accepted in the United States (“US GAAP”). The financial statements include the accounts of Anika Therapeutics, Inc. and its subsidiaries. Inter-company transactions and balances have been eliminated. Certain information and footnote disclosures normally included in annual financial statements prepared in accordance with US GAAP have been or omitted pursuant to SEC rules and regulations relating to interim financial statements. The December 31, 2021 balances reported herein were derived from the audited consolidated financial statements. In the opinion of management, these unaudited condensed consolidated financial statements contain all adjustments (consisting only of normal recurring adjustments) necessary to fairly state the condensed consolidated financial statements.   The accompanying unaudited condensed consolidated financial statements and related notes should be read in conjunction with the Company’s annual financial statements filed with its Annual Report on Form  10 -K for the year ended December 31, 2021. The results of operations for the three -month and six -month periods ended June 30, 2022, are not indicative of the results to be expected for the year ending December  31, 2022   Segment Information   Operating segments are components of an enterprise about which separate financial information is available that is evaluated regularly by the chief operating decision maker, or decision-making group, in deciding how to allocate resources and in assessing performance. The Company’s chief operating decision maker is its President and Chief Executive Officer as of June 30, 2022. Based on the criteria established by Accounting Standards Codification 280,   Segment Reportin g, the Company has one operating and reportable segment.   7       3. Business Combinations   Parcus Medical, LLC   On January 24, 2020, the Company completed the acquisition of Parcus Medical pursuant to the terms of the Agreement and Plan of Merger, dated as of January 4, 2020 ( the “Parcus Medical Merger Agreement”). Parcus Medical is a sports medicine implant and instrumentation solutions provider focused on surgical repair and reconstruction of soft tissue.   Consideration Transferred   Pursuant to the Parcus Medical Merger Agreement, the Company acquired all outstanding equity of Parcus Medical for estimated total purchase consideration of $ 75.1 million, as of January 24, 2020, which consisted of:   Cash consideration   $ 32,794   Deferred consideration     1,642   Estimated fair value of contingent consideration     40,700   Estimated total purchase consideration   $ 75,136     Pursuant to the Parcus Medical Merger Agreement, contingent consideration represents additional payments that the Company may be required to make in the future which could total up to $ 60.0 million depending on the level of net sales of Parcus Medical products generated in 2020 through 2022.   The fair value of contingent consideration related to net sales as of January 24, 2020, and at each reporting date, was determined based on a Monte Carlo simulation model in an option pricing framework, whereby a range of possible scenarios were simulated. The liability for contingent consideration was included in current liabilities on the condensed consolidated balance sheets and will be remeasured at each reporting period until the contingency is resolved. As of June 30, 2022, the net sales related contingent consideration amounted to $ 4.3 million which was included in current liabilities and the Company does not expect any further milestones to be achieved.   Acquisition-related costs were not included as a component of consideration transferred but were expensed in the periods in which the costs are incurred. The Company incurred approximately $ 1.9 million in transaction costs related to the Parcus Medical acquisition during the three -month period ending March 31, 2020. The transaction costs subsequent to March 31, 2020 were immaterial.   Fair Value of Net Assets Acquired   The estimate of fair value as of the acquisition date required the use of significant assumptions and estimates. Critical estimates included, but were not limited to, future expected cash flows, including projected revenues and expenses, and the applicable discount rates. These estimates were based on assumptions that the Company believes to be reasonable, however, actual results may differ from these estimates.         8     The allocation of purchase price to the identifiable assets acquired and liabilities assumed was based on estimates of fair value as of January 24, 2020, and was as follows:   Recognized identifiable assets acquired and liabilities assumed:         Cash and cash equivalents   $ 196   Accounts receivable     2,029   Inventories     10,968   Prepaid expenses and other current assets     364   Property and equipment, net     1,099   Right-of-use assets     944   Intangible assets     44,000   Accounts payable, accrued expenses and other current liabilities     ( 2,763 ) Other long-term liabilities     ( 594 ) Lease liabilities     ( 735 ) Net assets acquired     55,508   Goodwill     19,628   Estimated total purchase consideration   $ 75,136     Subsequent to the acquisition date, during the three -month period ended September 30, 2020, the Company completed the identification and confirmation of Parcus Medical inventory in the possession of its direct and distributor sales force, which resulted in an increase to the fair value of inventory of $ 1.9 million as of the January 24, 2020 acquisition date. As a result, the Company recorded this addition to inventory with a corresponding reduction to goodwill as a measurement period adjustment which was reflected to the goodwill amount included in the table above.   The acquired intangible assets based on estimates of fair value as of January 24, 2020 were as follows:   Developed technology   $ 41,100   Trade name     1,800   Customer relationships     1,100   Total acquired intangible assets   $ 44,000     The fair value of developed technology will be amortized over a useful life of 15 years, the fair value of customer relationships over 10 years, and the fair value of the trade name over 5 years.   The excess of the purchase price over the fair value of the net assets acquired was recorded as goodwill and assigned to the newly established reporting unit for Parcus Medical and Arthrosurface. The goodwill was impaired in 2020 and there was no remaining goodwill as of December 31, 2020.   Arthrosurface, Inc.   On February 3, 2020, the Company completed the acquisition of Arthrosurface pursuant to the terms of the Agreement and Plan of Merger, dated as of January 4, 2020 ( the “Arthrosurface Merger Agreement”). Arthrosurface is a joint preservation technology company specializing in less invasive, bone-preserving partial and total joint replacement solutions.   Consideration Transferred   Pursuant to the Arthrosurface Merger Agreement, the Company acquired all outstanding equity of Arthrosurface for estimated total purchase consideration of $ 90.3 million, as of February 3, 2020 which consisted of:   Cash consideration   $ 61,909   Estimated fair value of contingent consideration     28,376   Estimated total purchase consideration   $ 90,285     9     Pursuant to the Arthrosurface Merger Agreement, the Company could be required to make future payments of up to $ 40.0 million depending on the achievement of regulatory milestones and the level of net sales of Arthrosurface products from 2020 through 2021. The fair value of contingent consideration related to regulatory milestones as of February 3, 2020 was determined through a scenario-based discounted cash flow analysis using scenario probabilities and regulatory milestone dates. The fair value of contingent consideration related to net sales achievement as of February 3, 2020 was determined based upon a Monte Carlo simulation approach at acquisition date, whereby a range of possible scenarios were simulated. The Company paid $ 5.0 million in October 2020 and $ 10.0 million in July 2021 based upon the achievement of two distinct regulatory milestones. As of June 30, 2022, there were no milestones remaining.   Acquisition-related costs were not included as a component of consideration transferred but were expensed in the periods in which the costs are incurred. The Company incurred approximately $ 2.2 million in transaction costs related to the Arthrosurface acquisition during the three -month period ending March 31, 2020. The transaction costs subsequent to March 31, 2020 were immaterial.   Fair Value of Net Assets Acquired   The estimate of fair value required the use of significant assumptions and estimates. Critical estimates included, but were not limited to, future expected cash flows, including projected revenues and expenses, and the applicable discount rates. These estimates were based on assumptions that the Company believes to be reasonable. However, actual results may differ from these estimates.   The allocation of purchase price to the identifiable assets acquired and liabilities assumed was based on estimates of fair value as of February 3, 2020, as follows:   Recognized identifiable assets acquired and liabilities assumed:         Cash and cash equivalents   $ 1,072   Accounts receivable     5,368   Inventories     15,652   Prepaid expenses and other current assets     535   Property, plant and equipment     3,394   Other long-term assets     7,548   Intangible assets     48,900   Accounts payable, accrued expenses and other liabilities     ( 3,929 ) Deferred tax liabilities     ( 11,147 ) Net assets acquired     67,393   Goodwill     22,892   Estimated total purchase consideration   $ 90,285   Intangible assets acquired consist of:         Developed technology   $ 37,000   Trade name     3,400   Customer relationships     7,900   IPR&D     600   Total acquired intangible assets   $ 48,900     The fair value of developed technology will be amortized over an estimated useful life of 15 years, the fair value of customer relationships over 10 years, and the fair value of trade names over 5 years. A total of $ 0.6 million represents the fair value of IPR&D with an indefinite useful life which was impaired during the quarter ended December 31, 2021.   The excess of the purchase price over the fair value of the net assets acquired was recorded as goodwill and assigned to the newly established reporting unit for Parcus Medical and Arthrosurface. The Goodwill was impaired in 2020 and there was no remaining goodwill as of December 31, 2020.     4. Fair Value Measurements   The Company has certain cash equivalents in money market funds that are classified within Level 1 of the fair value hierarchy and are valued based on quoted prices in active markets. For cash, accounts receivables, accounts payable, and accrued interest, the carrying amounts approximate fair value, because of the short maturity of these instruments, and therefore fair value information is not included in the table below. Contingent consideration related to the previously described business combinations are classified within Level 3 of the fair value hierarchy as the determination of fair value uses considerable judgement and represents the Company’s best estimate of an amount that could be realized in a market exchange for the asset or liability. There were no transfers between fair value levels during the six -month periods ended June 30, 2022 or 2021. See Note 3, Business Combinations for additional discussion of contingent consideration as of June 30, 2022.   10                 Active Markets     Significant Other     Significant                       for Identical Assets     Observable Inputs     Unobservable Inputs               June 30, 2022     (Level 1)     (Level 2)     (Level 3)     Amortized Cost   Cash equivalents:                                         Money Market Funds   $ 67,112     $ 67,112     $ -     $ -     $ 67,112                                             Other current liabilities:                                         Contingent Consideration - Short Term   $ 4,315     $ -     $ -     $ 4,315     $ -                 Active Markets     Significant Other     Significant                       for Identical Assets     Observable Inputs     Unobservable Inputs               December 31, 2021     (Level 1)     (Level 2)     (Level 3)     Amortized Cost   Cash equivalents:                                         Money Market Funds   $ 67,046     $ 67,046     $ -     $ -     $ 67,046                                             Other current liabilities:                                         Contingent Consideration - Short Term   $ 4,315     $ -     $ -     $ 4,315     $ -     Contingent Consideration   The following table provides a rollforward of the contingent consideration related to business acquisitions discussed in Note 3, Business Combinations       Six Months Ended June 30,       2022     2021   Balance, beginning   $ 4,315     $ 35,410   Change in fair value     -       ( 18,470 ) Balance, ending   $ 4,315     $ 16,940     11       5. Inventories   Inventories consist of the following:       June 30,     December 31,       2022     2021   Raw materials   $ 16,766     $ 16,881   Work-in-process     14,170       11,442   Finished goods     24,583       26,731   Total   $ 55,519     $ 55,054                     Inventories   $ 35,336     $ 36,010   Other long-term assets     20,183       19,044   Total   $ 55,519     $ 55,054     Inventories are stated net of inventory reserves of $ 7.2 million and $ 9.1 million as of June 30, 2022 and December 31, 2021, respectively.     6. Intangible Assets               Six Months Ended June 30, 2022     December 31, 2021               Gross Value     Less: Accumulated Currency Translation Adjustment     Less: Accumulated Amortization     Net Book Value     Net Book Value     Weighted Average Useful Life   Developed technology   $ 89,580     $ ( 1,608 )   $ ( 20,789 )   $ 67,183     $ 70,081       15   IPR&D     2,656       ( 1,006 )     -       1,650       1,650     Indefinite   Customer relationships     9,000       -       ( 2,177 )     6,823       7,273       10   Distributor relationships     4,700       ( 415 )     ( 4,285 )     -       -       5   Patents     1,000       ( 189 )     ( 656 )     155       179       16   Tradenames     5,200       -       ( 2,521 )     2,679       3,199       5   Total   $ 112,136     $ ( 3,218 )   $ ( 30,428 )   $ 78,490     $ 82,382       13     The aggregate amortization expense related to intangible assets was $ 1.9 million and $ 2.0 million for the three -month periods ended June 30, 2022 and 2021, respectively, and $ 3.9 million for each of the six -month periods ended June 30, 2022 and 2021.     7. Goodwill   The Company assesses goodwill for impairment annually, or, under certain circumstances, more frequently, such as when events or changes in circumstances indicate there may be impairment.   Changes in the carrying value of goodwill for the six months ended June 30, 2022 were as follows:       Six Month Ended June 30, 2022 Balance, beginning   $ 7,781   Effect of foreign currency adjustments     ( 612 ) Balance, ending   $ 7,169       12     8. Leases   The Company leases its buildings and manufacturing facilities under operating leases. As of June 30, 2022, the Company had real estate leases in Bedford, Massachusetts, Franklin, Massachusetts, Sarasota, Florida, Warsaw, Indiana and Padova, Italy.   In June 2022, the Company finalized renewal options to extend the current term of its leases for its building and manufacturing facility in Bedford as well as its two facilities in Sarasota. With the extension of these renewal options, the Bedford lease term extends to 2027 with several lease renewal options into 2038 and the two leases in Sarasota extend to 2027 but may be extended by mutual agreement. The Sarasota leases also include a right to terminate in 2025 at the Company’s option. The current term of the Franklin lease extends to 2023 and the current term of the Padova lease extends to 2032, with a right to terminate at the Company’s option without penalty.   The following table summarizes the Company’s significant commitments under lease agreements as of June 30, 2022:       Operating Leases     Financing Leases     Total                             2022 (Remainder of Year)   $ 1,304     $ 66     $ 1,370   2023     3,081       132       3,213   2024     3,026       43       3,069   2025     3,066       -       3,066   2026     2,760       -       2,760   Thereafter     27,873       -       27,873   Present value adjustment     ( 9,636 )     ( 2 )     ( 9,638 ) Present value of lease payments     31,474       239       31,713   Less current portion included in accrued expenses and other current liabilities     ( 1,742 )     ( 132 )     ( 1,874 ) Total lease liabilities   $ 29,732     $ 107     $ 29,839     During the three and six months ended June 30, 2022, the Company incurred lease expense of $ 0.6 million and $ 1.3 million, respectively. During the three and six months ended June 30, 2021, the Company incurred lease expense of $ 0.7 million and $ 1.3 million, respectively. As of June 30, 2022, the weighted average remaining operating lease term was 15.2 years and the weighted average incremental borrowing rate used to determine the operating lease liability was 3.6 %.     9. Accrued Expenses and Other Liabilities   Accrued expenses and other liabilities consist of the following:       June 30,  2022     December 31,  2021                     Compensation and related expenses   $ 8,816     $ 9,523   Professional fees     3,154       3,590   Operating lease liability – current     1,742       1,526   Clinical trial costs     2,074       1,961   Financing lease liability – current     132       188   Other     1,033       1,059   Total   $ 16,951     $ 17,847     13       10. Commitments and Contingencies   In certain of its contracts, the Company warrants to its customers that the products it manufactures conform to the product specifications as in effect at the time of delivery of the specific product. The Company may also warrant that the products it manufactures do not infringe, violate, or breach any U.S. or international patent or intellectual property right, trade secret, or other proprietary information of any third party. On occasion, the Company contractually indemnifies its customers against any and all losses arising out of, or in any way connected with, any claim or claims of breach of its warranties or any actual or alleged defect in any product caused by the negligent acts or omissions of the Company. The Company maintains a products liability insurance policy that limits its exposure to these risks. Based on the Company’s historical activity, in combination with its liability insurance coverage, the Company believes the estimated fair value of these indemnification agreements is immaterial. The Company had no accrued warranties as of June 30, 2022 or December 31, 2021 and has no history of claims paid.   The Company is also involved from time-to-time in various legal proceedings arising in the normal course of business. Although the outcomes of these legal proceedings are inherently difficult to predict, the Company does not expect the resolution of these occasional legal proceedings to have a material adverse effect on its financial position, results of operations, or cash flow.   On October 21, 2021, the Company received notice that the former unitholders of Parcus Medical had filed a request for arbitration regarding the earnout provisions agreed to in the Parcus Medical Merger Agreement. The Company has engaged in the arbitration process and does not anticipate a resolution during 2022. The Company is unable to estimate the potential liability with respect to this matter at this time. There are numerous factors that make it difficult to estimate reasonably possible loss or range of loss at this stage of the matter, including the significant number of legal and factual issues still to be resolved in the arbitration process. The Company intends to vigorously defend against the claims and believes it has strong defenses to the claims asserted.     11. Revenue and Geographic Information   Revenue by product family was as follows:        Three Months Ended June 30,     Six Months Ended June 30,       2022     2021     2022     2021                                     OA Pain Management   $ 25,741     $ 24,321     $ 48,474     $ 43,637   Joint Preservation and Restoration     12,095       11,884       24,234       24,103   Non-Orthopedics     1,821       1,940       3,642       4,697       $ 39,657     $ 38,145     $ 76,350     $ 72,437     Revenue from the Company’s sole significant customer, DePuy Synthes Mitek Sports Medicine (“Mitek”), part of the Johnson & Johnson Medical Companies, as a percentage of the Company’s total revenue was 45 % and 46 % for the three months ended June 30, 2022 and 2021, respectively, and 42 % and 44 % for the six months ended June 30, 2022 and 2021, respectively   The Company receives payments from our customers based on billing schedules established in each contract. Up-front payments are recorded as deferred revenue upon receipt or when due and may require deferral of revenue recognition to a future period until we perform our obligations under these arrangements. Amounts are recorded as accounts receivable when our right to consideration is unconditional. Deferred revenue was $ 0.3 million and $ 1.0 million as of June 30, 2022 and December 31, 2021, respectively.   14     Total revenue by geographic location was as follows:       Three Months Ended June 30,       2022     2021       Total     Percentage of     Total     Percentage of       Revenue     Revenue     Revenue     Revenue   Geographic Location:                                 United States   $ 29,686       75 %   $ 30,069       79 % Europe     5,292       13 %     5,089       13 % Other     4,679       12 %     2,987       8 % Total   $ 39,657       100 %   $ 38,145       100 %       Six Months Ended June 30,       2022     2021       Total     Percentage of     Total     Percentage of       Revenue     Revenue     Revenue     Revenue   Geographic Location:                                 United States   $ 56,459       73 %   $ 55,074       76 % Europe     11,088       15 %     10,570       15 % Other     8,803       12 %     6,793       9 % Total   $ 76,350       100 %   $ 72,437       100 %     12. Equity Incentive Plan   Equity Incentive Plan   The Anika Therapeutics, Inc. 2017 Omnibus Incentive Plan (the “2017 Plan”) was approved by the Company’s stockholders on June 13, 2017 and subsequently amended on June 18, 2019, June 16, 2020, June 16, 2021 and June 8, 2022. On June 8, 2022, the Company’s stockholders approved an amendment to the 2017 Plan increasing the number of shares by 250,000 shares from 4.6 million shares to 4.85 million shares. The 2017 Plan provides for the grant of incentive stock options, nonqualified stock options, stock appreciation rights (“SARs”), restricted stock awards, performance restricted stock units (“PSUs”), restricted stock units (“RSUs”), total shareholder return options (“TSRs”) and performance options that may be settled in cash, stock, or other property. In accordance with the 2017 Plan approved by the Company’s stockholders, including the amendments thereto, each share award other than stock options or SARs will reduce the number of total shares available for grant by two shares. Subject to adjustment for specified types of changes in the Company’s capitalization, no more than 4.85 million shares of common stock may be issued under the 2017 Plan. There were 1.2 million shares available for future grant at June 30, 2022 under the 2017 Plan.   The Anika Therapeutics, Inc. 2021 Inducement Plan (the “Inducement Plan”) was adopted by the Company’s board of directors on November 4, 2021. The Inducement Plan reserves 125,000 shares of common stock for issuance pursuant to equity-based awards granted under the Inducement Plan. Such awards may be granted only to an individual who was not previously the Company’s employee or director with the Company. The Inducement Plan provides for the grant of awards under terms substantially similar to the 2017 Plan (as amended). There were 4,883 shares available for future grant at June 30, 2022 under the Inducement Plan.   The Company may satisfy the awards upon exercise, or upon fulfillment of the vesting requirements for other equity-based awards, with either newly issued shares or shares reacquired by the Company. Stock-based awards are granted with an exercise price equal to or greater than the market price of the Company’s stock on the date of grant. Awards contain service conditions or service and performance conditions, and they generally become exercisable ratably over three years with a maximum contractual term of ten years.   15     The Company presents the expenses related to stock-based compensation awards in the same expense line items as cash compensation paid to each of its employees as follows (in thousands):       Three Months Ended June 30,     Six Months Ended June 30,       2022     2021     2022     2021   Cost of product revenue   $ 227     $ 214     $ 403     $ 343   Research & development     503       402       870       643   Selling, general & administrative     3,351       2,181       5,323       4,070   Total stock-based compensation expense   $ 4,081     $ 2,797     $ 6,626     $ 5,056     Stock Options   Stock options are granted to purchase common shares at prices that are equal to the fair market value of the shares on the date the options are granted or, in the case of premium options, are granted with an exercise price at 110 % of the market price of the Company’s common stock on the date of grant. Options generally vest in equal annual installments over a period of three years and expire 10 years after the date of grant. The grant-date fair value of options is recognized as expense on a straight-line basis over the requisite service period, which is generally the vesting period.   The following summarizes the activity under the Company’s stock option plans:       Number of Options     Weighted Average Exercise Price     Weighted Average Remaining Contractual Term (in years)     Aggregate Intrinsic Value (in thousands)   Outstanding as of December 31, 2021     1,175,993     $ 39.56                   Granted     464,775     $ 23.21                   Exercised     ( 437 )   $ 9.10             $ 10   Forfeited and canceled     ( 130,925 )   $ 44.25                   Outstanding as of June 30, 2022     1,509,406     $ 35.53       8.5     $ 21   Vested, June 30, 2022     459,732     $ 40.07       7.5     $ 7   Vested or expected to vest, June 30, 2022     1,509,406     $ 35.53       8.5     $ 21     The aggregate intrinsic value of options exercised for the six -month period ended June 30, 2022 was immaterial.   The Company granted 464,775 stock options during the six -month ended June 30, 2022, of which 382,201 shares were premium-priced options.   As of June 30, 2022, there was $ 10.4 million of unrecognized compensation cost related to unvested stock options. This expense is expected to be recognized over a weighted average period of 2.0 years.   The Company uses the Black-Scholes pricing model to determine the fair value of options granted. The calculation of the fair value of stock options is affected by the stock price on the grant date, the expected volatility of the Company’s common stock over the expected term of the award, the expected life of the award, the risk-free interest rate and the dividend yield. The Company estimates the fair value of TSRs using Monte-Carlo simulation model where the expected volatility assumption is evaluated over 6.3 years. The actual number of TSR options that may be earned ranges from 0 % to 150 % of the target number, depending on the total shareholder return of the Company relative to the peer group over the vesting period of 2.7 years. There were 104,638 TSRs as of June 30, 2022.   16     The assumptions used in the Black-Scholes pricing model for options granted during the six months ended June 30, 2022 and 2021, along with the weighted-average grant-date fair values, were as follows:       Six Months Ended June 30,       2022     2021   Risk free interest rate     1.3% - 3.0%       0.3% - 0.6%   Expected volatility     53.8 % - 55.2 %       54.8 % - 55.9 %   Expected life (years)       4.5           4.0     Expected dividend yield       0.0%           0.0%     Fair value per option       11.28           14.19       Restricted Stock Units   RSUs generally vest in equal annual installments over a three -year period. The grant-date fair value of RSUs is recognized as expense on a straight-line basis over the requisite service period, which is generally the vesting period. The Company determines the fair value of RSUs based on the closing price of its common stock on the date of grant.   RSU activity for the six -month period ended June 30, 2022 was as follows:       Number of Shares     Weighted Average Fair Value   Outstanding as of December 31, 2021     412,658     $ 36.33   Granted     498,189     $ 25.18   Vested     ( 149,365 )   $ 36.26   Forfeited and cancelled     ( 41,095 )   $ 33.75   Outstanding as of June 30, 2022     720,387     $ 28.78       The weighted-average grant-date fair value per share of RSUs granted was $ 34.99 for the six -month ended June 30, 2021. The total fair value of RSUs vested was $ 5.4 million and $ 3.5 million for the six -month periods ended June 30, 2022 and 2021, respectively.   As of June 30, 2022, there was $ 17.6 million of unrecognized compensation cost related to time-based RSUs, which was expected to be recognized over a weighted-average period of 2.2 years.   Performance Stock Units   PSU activity for the six -month ended June 30, 2022 was as follows:       Number of Shares     Weighted Average Fair Value   Outstanding as of December 31, 2021     158,297     $ 37.44   Performance factor adjustment     2,125     $ 32.53   Vested     ( 19,125 )   $ 32.53   Forfeited and cancelled     ( 23,400 )   $ 41.86   Outstanding as of June 30, 2022     117,897     $ 34.98     The total fair value of PSUs vested was $ 0.6 million and $ 0 for the six -month period ended June 30, 2022 and 2021, respectively. As of June 30, 2022, none of the milestones related to the outstanding PSUs were expected to be achieved.   17       13. Income Taxes   The Company recorded an income tax benefit of $ 0.4  million and $ 1.2  million for the  three - and  six -month periods ended  June 30, 2022,  resulting in effective tax rates of  13.5 % and  17.4 %, respectively. The Company recorded income tax expense of $ 2.6  million and $ 1.0  million for the  three - and  six -month periods ended  June 30, 2021,  based on effective tax rates of  28.5 % and  9.4 %, respectively.   The decrease in the effective tax rate for the  three -month period ended  June 30, 2022 ,  as compared to the same period in  2021 ,  was primarily due to $ 0.7 million recorded as tax expense for the change in the fair value of contingent consideration, recognized as a discrete charge in the second quarter of 2021 and a discrete charge of $ 0.6 million during second quarter of 2022 related to non-deductible stock compensation. The increase in the effective tax rate for the  six -month period ended  June 30, 2022 ,  as compared to the same period in  2021 ,  was primarily due to the year-to-date net tax benefit in 2021 on the change in the fair value of contingent consideration, in the amount of $ 1.1 million resulting in a net decrease in the effective tax rate for the six -month period ended June 30, 2021.   The Company files income tax returns in the United States on a federal basis, in certain U.S. states, and in certain foreign jurisdictions. The associated tax filings remain subject to examination by applicable tax authorities for a certain length of time following the tax year to which those filings relate, which varies by jurisdiction.   In connection with the preparation of the financial statements, the Company assessed whether it is more likely than not that it will be able to utilize, in future periods, the Company’s deferred income tax assets to offset future taxable income and tax liabilities. The Company concluded that it is more likely than not that its deferred tax assets will be realized, after evaluation and consideration of both the positive and negative evidence. On December 31, 2021, the Company released a valuation allowance that had been previously recorded related to its net deferred tax assets in Italy in the amount of $ 0.9 million. The Company did not record a valuation allowance on its deferred tax balances as of June 30, 2022.     14. Earnings Per Share ( “ EPS ” )   Basic EPS is calculated by dividing net income (loss) by the weighted average number of shares outstanding during the period. Unvested restricted shares, although legally issued and outstanding, are not considered outstanding for purposes of calculating basic EPS. Diluted EPS is calculated by dividing net income by the weighted average number of shares outstanding plus the dilutive effect, if any, of outstanding share-based awards using the treasury stock method   The following table provides share information used in the calculation of the Company's basic and diluted earnings per share (in thousands):       Three Month Period Ended June 30,     Six Months Ended June 30,       2022     2021     2022     2021   Shares used in the calculation of basic earnings per share     14,555       14,393       14,511       14,368   Effect of dilutive securities:                                 Share-based payment awards     -       234       -       215   Diluted shares used in the calculation of earnings per share     14,555       14,627       14,511       14,583     The Company had a net loss during the three and six -months ended June 30, 2022, and therefore all potential common shares would have been anti-dilutive and accordingly were excluded from the computation of diluted EPS. Stock options of 1.1 million shares were outstanding for the six -month period ended June 30, 2021, respectively, and were not included in the computation of diluted EPS because the awards’ impact on EPS would have been anti-dilutive.   18       ITEM 2. MANAGEMENT ’ S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS   You should read the following discussion in conjunction with our financial statements and related notes appearing elsewhere in this report and our audited consolidated financial statements and related notes contained in our Annual Report on Form 10-K for the year ended December 31, 2021, or our 2021 Form 10-K. In addition to historical information, this report contains "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934 concerning our business, consolidated financial condition, and results of operations. The Securities and Exchange Commission, or the SEC, encourages companies to disclose forward-looking statements so that investors can better understand a company’s prospects and make informed investment decisions. Forward-looking statements are subject to risks and uncertainties, many of which are outside our control, which could cause actual results to differ materially from these statements. Therefore, you should not rely on any of these forward-looking statements. Forward-looking statements can be identified by such words as "will," "likely," "may," "believe," "expect," "anticipate," "intend," "seek," "designed," "develop," "would," "future," "can," "could," “estimate,” “potential,” and other expressions that are predictions of or indicate future events and trends and that do not relate to historical matters. All statements other than statements of historical facts included in this report regarding our strategies, prospects, financial condition, operations, costs, plans, and objectives are forward-looking statements. Examples of forward-looking statements include, among others, statements regarding the effect of COVID-19 and related impacts on our business, operations, and financial results, expected future operating results, expectations regarding the timing and receipt of regulatory results, anticipated levels of capital expenditures, and expectations of the effect on our financial condition of claims, litigation, and governmental and regulatory proceedings.   Please also refer to those factors described in “Part I, Item 1A. Risk Factors” of our 2021 Form 10-K for important factors that we believe could cause actual results to differ materially from those in our forward-looking statements. Any forward-looking statement made by us in this report is based only on information currently available to us and speaks only as of the date on which it is made. We undertake no obligation to publicly update any forward-looking statement, whether written or oral, that may be made from time to time, whether as a result of new information, future developments or otherwise.   Management Overview   We are a global joint preservation company that creates and delivers meaningful advancements in early intervention orthopedic care. Based on our collaborations with clinicians to understand what they need most to treat their patients, we develop minimally invasive products that restore active living for people around the world. We are committed to leading in high opportunity spaces within orthopedics, including osteoarthritis, or OA, pain management, regenerative solutions, sports medicine soft tissue repair and bone preserving joint technologies.   We have thirty years of global expertise developing, manufacturing and commercializing products based on and/or enhanced with our hyaluronic acid, or HA, technology platform. HA is a naturally occurring polymer found throughout the body that is vital for proper joint health and tissue function. Our proprietary technologies for modifying the HA molecule allow product properties to be tailored specifically to multiple uses, including enabling longer residence time to support OA pain management and creating a solid form of HA called Hyaff, which is a platform utilized in our regenerative solutions portfolio.   In early 2020, we expanded our overall technology platform, product portfolio, and significantly enhanced and accelerated our commercial infrastructure, especially in the United States, through our strategic acquisitions of Parcus Medical, a sports medicine and instrumentation solutions provider focused on soft tissue repair, and Arthrosurface, a company specializing in bone preserving partial and total joint replacement solutions. Through these acquisitions, we have transformed our company. We expanded our addressable market from the over $1 billion global OA pain management market to the over $8 billion global joint preservation market (which includes the faster growing sports medicine soft tissue repair and extremities segments), advanced our commercial capabilities, instituted systems and processes to support our transformation, and expanded our product pipeline and research and development expertise in our target markets.   As we look towards the future, our business is positioned to capture value within our target market of joint preservation. We believe our success will be driven by our:     ● Decades of experience in HA-based regenerative solutions and early intervention orthopedics combined under new seasoned leadership with a strong financial foundation for future investment in meaningful solutions for our customers and their patients;   19       ● Robust network of stakeholders in our target markets to identify evolving unmet patient treatment needs;     ● Prioritized investment in differentiated pipeline of regenerative solutions, bone preserving implants and sports medicine soft tissue repair products;         ● Leveraging our global commercial expertise and building out our capabilities to drive growth across the portfolio, with an intentional and increased focus on the ambulatory surgery centers site of care in the United States;     ● Opportunity to pursue strategic inorganic growth opportunities, including potential partnerships and smaller acquisitions, technology licensing, and leveraging our strong financial foundation and operational capabilities; and     ● Energized and experienced team focused on strong values, talent, and culture.   COVID-19 Pandemic   In March 2020, the World Health Organization declared the spread of the COVID-19 virus a pandemic. This pandemic has caused an economic downturn on a global scale, as well as significant volatility in the financial markets. There has been significant volatility in our results on a quarterly basis due to the worldwide cancellation or delay of elective procedures, staffing shortages and supply chain disruptions, as well as the impact on timelines associated with certain clinical studies. Resurgence of COVID-19 as a result of emerging variants or other factors could result in additional staffing shortages or supply chain disruptions that could impact our business and operations. We have had some disruption in our ability to supply products to our customers due to supply chain disruptions and staffing shortages which has caused back orders or delays in certain shipments to our customers. The companies that produce our products, product components or otherwise support our manufacturing processes, the distribution centers where we manage our inventory, or the operations of our logistics and other service providers, including third parties that sterilize and store our products, are or could be disrupted, temporarily close or experience worker shortages for a sustained period of time. To date, we believe we have taken adequate precaution to mitigate the impact of the current disruption of key materials, components and parts to the extent possible and reasonable. We expect, however, the current supply chain disruption with certain key suppliers to continue, which could have a material adverse effect on our operations. For additional information on the impact of supply chain disruption related to the COVID-19 pandemic on our manufacturing operations, please refer to the section captioned “Part II, Item 1A. Risk Factors.   Our commercial day-to-day operations have been impacted due to the worldwide cancellations and/or delays of elective procedures and restrictions on travel for both our employees and our clinician customers, and timelines associated with certain clinical studies and research and development programs have been delayed. While the impact has been limited to these items to date, we caution that there continues to be a possibility for potential future implementation of certain additional restrictions or other challenges associated with infections, staffing shortages, volatility in elective surgical procedures or supply chain disruptions due to COVID-19 and its current or new variants in certain jurisdictions. In particular, supply constraints that have continued into 2022 that we have partially been able to mitigate to date could be expected to impact our ability to produce and supply our products. The impact of these challenges is currently unknown, but could be significant.   Products   OA Pain Management   Our OA Pain Management product family consists of:     ● Monovisc and Orthovisc, our single- and multi-injection, HA-based viscosupplement product offerings indicated to provide pain relief from OA conditions solely for use in the knee. Our OA Pain Management products are generally administered to patients in an office setting. In the United States, Monovisc and Orthovisc are marketed exclusively by DePuy Synthes Mitek Sports Medicine, part of the Johnson & Johnson Medical Companies. The Monovisc and Orthovisc products have been the market leaders, based on combined overall revenue in the viscosupplement market, since 2018. Internationally, we market our OA Pain Management products directly through a worldwide network of commercial distributors.     ● Cingal, our novel, third-generation, single-injection OA Pain Management product consisting of our proprietary cross-linked HA material combined with a fast-acting steroid. Cingal is designed to provide both short- and long-term pain relief. Cingal is CE Mark approved and for several years has been sold outside the United States directly in over 30 countries through our network of distributors. In the United States, Cingal is a pipeline product currently under clinical trial studies and is not available for commercial sale.     ● Hyvisc, our high molecular weight injectable HA veterinary product approved for the treatment of joint dysfunction in horses due to non-infectious synovitis associated with equine OA.   20     Joint Preservation and Restoration   Our Joint Preservation and Restoration product family consists of:      ● Bone Preserving Joint Technologies . Our portfolio of more than 150 bone preserving joint technologies, including partial joint replacement, joint resurfacing, and minimally invasive and bone sparing implants, is designed to treat upper and lower extremity orthopedic conditions as well as knee and hip conditions caused by arthritic disease, acute trauma and injury. These products span multiple joints including the shoulder, foot/ankle, wrist, knee and hip and are generally intended to restore a patient’s natural anatomy and movement. These products are often used to treat patients with OA progression beyond where our OA Pain Management products can allow the patients to retain an active lifestyle when early surgical intervention becomes preferable.     ● Soft Tissue Repair . Our line of soft tissue repair solutions is used by surgeons to repair and reconstruct damaged ligaments and tendons resulting from sports injuries, acute trauma and disease. These more traditional sports medicine solutions include screws, sutures, suture anchors, grafts and other surgical systems that facilitate surgical procedures on the shoulder, knee, hip, upper and lower extremities, and other soft tissues.     ● Regenerative Solutions . Our portfolio of orthopedic regenerative solutions leveraging our proprietary technologies based on HA and Hyaff, which is a solid form of HA. These products include Tactoset Injectable Bone Substitute, an HA-enhanced injectable bone repair therapy designed to treat insufficiency fractures and for augmenting hardware fixation, such as suture anchors and Hyalofast, a biodegradable support for human bone marrow mesenchymal stem cells used for cartilage regeneration and as an adjunct for microfracture surgery. Tactoset cleared and commercialized principally in the United States, whereas Hyalofast is CE Mark approved and currently available outside the United States in over 30 countries within Europe, South America, Asia, and certain other international markets. In the United States, Hyalofast is a product under clinical trial studies and is not available for commercial sale.   We currently commercialize Bone Preserving Joint Technologies, Soft Tissue Repair products, and Tactoset (from our Regenerative Solutions portfolio) in the United States by selling to hospitals and ambulatory surgery centers, through an independent network of sales representatives and distributors, and utilize our distributor network for sales in certain international markets.   Non-Orthopedic   Our Non-Orthopedic product family consists of legacy HA-based products that are marketed principally for non-orthopedic applications. These products include Hyalobarrier, an anti-adhesion barrier indicated for use after abdomino-pelvic surgeries, Hyalomatrix, used for the treatment of complex wounds such as burns and ulcers, as well as products used in connection with the treatment of ears, nose and throat disorders, and ophthalmic products, including injectable, high molecular weight HA products such as Anikavisc and Nuvisc, used as viscoelastic agents in ophthalmic surgical procedures such as cataract extraction and intraocular lens implantation. These Non-Orthopedic products are sold through commercial sales and marketing partners around the world.       21     Results of Operations   Three and Six Months Ended June 30, 2022 Compared to Three and Six Months Ended June 30, 2021       Three Months Ended June 30,     Six Months Ended June 30,       2022     2021     $ Inc/(Dec)     % Inc/(Dec)     2022     2021     $ Inc/(Dec)     % Inc/(Dec)       (in thousands, except percentages)             (in thousands, except percentages)           Revenue   $ 39,657     $ 38,145     $ 1,512       4 %   $ 76,350     $ 72,437     $ 3,913       5 % Cost of revenue     14,795       17,333       (2,538 )     (15% )     29,684       30,651       (967 )     (3% ) Gross Profit     24,862       20,812       4,050       19 %     46,666       41,786       4,880       12 % Gross Margin     63 %     55 %                     61 %     58 %                 Operating expenses:                                                                 Research & development     6,975       7,293       (318 )     (4% )     13,132       13,654       (522 )     (4% ) Selling, general & administrative     21,268       17,989       3,279       18 %     40,469       36,164       4,305       12 % Change in fair value of contingent consideration     -       (13,650 )     13,650       (100% )     -       (18,470 )     18,470       (100% ) Total operating expenses     28,243       11,632       16,611       143 %     53,601       31,348       22,253       71 % Loss (income) from operations     (3,381 )     9,180       (12,561 )     (137% )     (6,935 )     10,438       (17,373 )     (166% ) Interest and other income (expense), net     96       (50 )     146       (292% )     (58 )     (93 )     35       (38% ) (Loss) income before income taxes     (3,285 )     9,130       (12,415 )     (136% )     (6,993 )     10,345       (17,338 )     (168% ) (Benefit from) provision for income taxes     (442 )     2,599       (3,041 )     (117% )     (1,217 )     976       (2,193 )     (225% ) Net (loss) income   $ (2,843 )   $ 6,531     $ (9,374 )     (144% )   $ (5,776 )   $ 9,369     $ (15,145 )     (162% )   Revenue   Revenue for the three-month period ended June 30, 2022 was $39.7 million, an increase of $1.6 million as compared to $38.1 million for the three-month period ended June 30, 2021. Revenue for the six-month period ended June 30, 2022 was $76.4 million, an increase of $4.0 million as compared to $72.4 million for the six-month period ended June 30, 2021. For the three- and six-month periods ended June 30, 2021, the increases in revenue were mainly due an increase in OA Pain Management revenues, primarily related to the continued recovery from the impact of the COVID-19 pandemic on global sales volumes as well as favorable timing of ordering patterns from international distributors and strategic partners.   The following tables present product revenue by product family:       Three Months Ended June 30,       2022     2021     $  Inc/(Dec)     % Inc/(Dec)                                     OA Pain Management   $ 25,741     $ 24,321     $ 1,420       6 % Joint Preservation and Restoration     12,095       11,884       211       2 % Non-Orthopedic     1,821       1,940       (119 )     (6% )     $ 39,657     $ 38,145     $ 1,512       4 %         Six Months Ended June 30,       2022     2021     $ Inc/(Dec)     % Inc/(Dec)                                     OA Pain Management   $ 48,474     $ 43,637     $ 4,837       11 % Joint Preservation and Restoration     24,234       24,103       131       1 % Non-Orthopedic     3,642       4,697       (1,055 )     (22% )     $ 76,350     $ 72,437     $ 3,913       5 %   22     Revenue from our OA Pain Management product family increased 6% and 11%, respectively, for the three-month and six-month periods ended June 30, 2022, as compared to the same periods in 2021, due primarily to continued recovery from the impact of the COVID-19 pandemic on global sales volumes as well as favorable timing of ordering patterns from international distributors and strategic partners which can vary significantly on a quarterly basis.   Revenue from our Joint Preservation and Restoration product family increased 2% and 1%, respectively, for the three-month and six-month periods ended June 30, 2022, as compared to the same periods in 2021, due primarily to recovery in elective procedures from the COVID-19 pandemic, which however remained limited due in part to constraints on staffing.   Revenue from our Non-Orthopedic product family decreased 6% and 22%, respectively, for the three-month and six-month periods ended June 30, 2022, respectively, as compared to the same periods in 2021, primarily due to timing of distributor sales as well as due to higher revenues in 2021 from certain legacy products related to end-of-life purchases.   Gross Profit and Margin   Gross profit for the three -and six -month periods ended June 30, 2022 increased $4.1 million and $4.9 million, to $24.9 million and $46.7 million, respectively. Gross profit for the three- and six-month periods ended June 30, 2021, was $20.8 million and $41.8 million, respectively. The increases in gross profit for the three-month and six-month periods ended June 30, 2022, as compared to the same period in 2021 were primarily due to increased revenue as well as the impact of inventory step-up charges associated with the acquisitions of Arthrosurface and Parcus Medical in 2021 and product rationalization charges taken in the second quarter of 2021.   Gross margin for the three- and six-month periods ended June 30, 2022 was 63% and 61%, respectively. Gross margin for the three- and six-month periods ended June 30, 2021 was 55% and 58%, respectively. The increases to gross margin for the three-month and six-month periods ended June 30, 2022 was due primarily to the unfavorable impact of inventory step-up charges associated with the Arthrosurface and Parcus Medical in 2021 and product rationalization charges taken in the second quarter of 2021.   Research and Development   Research and development expenses for the three- and six-month periods ended June 30, 2022 were $7.0 million and $13.1 million, a decrease of $0.3 million and $0.6 million respectively as compared to the same period in 2021. The decreases for the three-month and six-month periods ended June 30, 2022 was primarily due to lower clinical trial spending, primarily on Cingal pilot study which is expected to be complete in 2022.   Selling, General and Administrative   Selling, general and administrative, or SG&A expenses for the three- and six-month periods ended June 30, 2022 were $21.3 million and $40.5 million representing an increase of $3.3 million and $4.3 million, respectively as compared to the same period in 2021. This increase in SG&A expense for the three-month and six-month periods ended June 30, 2022, was primarily due to expansion of our commercial capabilities in the United States and expanded marketing activities and other operational capabilities to support the growing business needs. Certain marketing and medical education activities also were more limited in 2021 due to the COVID-19 pandemic. The increase in SG&A expense was also due to higher stock-based compensation expense in 2022 driven by additional headcount associated with the Company’s strategic transformation that accelerated in 2020 and 2021.   Contingent Consideration Fair Value Change   The fair value of contingent consideration as of June 30, 2022 did not change compared to December 31, 2021. During the three-month and six-month periods ended June 30, 2021, the change in the fair value of contingent consideration liabilities was $13.7 million and $18.5 million, respectively, resulting in a non-cash benefit to net income.   Income Taxes   The benefit from income taxes was $0.4 million and $1.2 million for the three- and six-month periods ended June 30, 2022, resulting in effective tax rates of 13.5% and 17.4%, respectively. The provision for income taxes was $2.6 million and $1.0 million for the three- and six-month periods ended June 30, 2021, based on effective tax rates of 28.5% and 9.4%, respectively.   23     The decrease in the effective tax rate for the three-month period ended June 30, 2022 ,  as compared to the same period in 2021 ,  was primarily due to $0.7 million recorded as tax expense for the change in the fair value of contingent consideration, recognized as a discrete charge in the second quarter of 2021 and a discrete charge of $0.6 million during second quarter of 2022 related to non-deductible stock compensation. The increase in the effective tax rate for the six-month period ended June 30, 2022 ,  as compared to the same period in 2021 ,  was primarily due to the year to date net tax benefits in 2021 on the change in the fair value of contingent consideration, in the amount of $1.1 million resulting in a net decrease in the effective tax rate for the six-month period ended June 30, 2021.   Net (Loss) Income   For the three and six-month period ended June, 2022, net loss was $2.8 million and $5.8 million, or $0.20 per diluted share and $0.44 per diluted share, respectively, compared to net income of $6.5 million and $9.4 million, or $0.45 per diluted share and $0.64 per diluted share, for the same periods in prior year. The decrease in net income and diluted earnings per share was primarily due to gains recorded in the three-month and six-month periods ended June 30, 2021 related to the change in fair value of contingent consideration, as well as increased spending to expand our commercial capability in the United States, partially offset by increased revenue.   Non-GAAP Financial Measures   We present certain information with respect to adjusted gross profit and adjusted gross margin, adjusted Earnings Before Interest, Tax, Depreciation and Amortization, or EBITDA, adjusted net income, adjusted diluted earnings per share or adjusted EPS, which are financial measures not based on any standardized methodology prescribed by accounting principles generally accepted in the United States, or GAAP, and is not necessarily comparable to similarly titled measures presented by other companies.   We have presented adjusted gross profit and adjusted gross margin, adjusted EBITDA, adjusted net income, adjusted EPS, because they are key measures used by our management and board of directors to understand and evaluate our operating performance and to develop operational goals for managing our business. We believe these financial measures help identify underlying trends in our business that could otherwise be masked by the effect of the expenses that we exclude. In particular, we believe that the exclusion of these items in calculating these measures can provide a useful tool for period-to-period comparisons of our core operating performance. Accordingly, we believe that these measures provide useful information to investors and others in understanding and evaluating our operating results, enhancing the overall understanding of our past performance and future prospects and allowing for greater transparency with respect to key financial metrics used by our management in their financial and operational decision-making.   Adjusted Gross Profit and Adjusted Gross Margin   We define adjusted gross profit as our gross profit excluding amortization of certain acquired intangible assets, the impact of inventory fair-value step up associated with our recent acquisitions and certain product rationalization charges. The amortized assets contribute to revenue generation, and the amortization of such assets will likely continue in future periods until such assets are fully amortized. These assets include the fair value of certain identified assets acquired in acquisitions, including developed technology and acquired tradenames. We define adjusted gross margin as adjusted gross profit divided by total revenue.   The following is a reconciliation of adjusted gross profit to gross profit for the three- and six-month periods ended June 30, 2022 and 2021, respectively:       For the Three Months Ended June 30,     For the Six Months Ended June 30,       2022     2021     2022     2021   Gross Profit   $ 24,862     $ 20,812     $ 46,666     $ 41,786   Product rationalization related charges     -       2,063       -       2,063   Acquisition related intangible asset amortization     1,562       1,562       3,124       3,124   Acquisition related inventory step up     -       2,208       -       4,786   Adjusted Gross Profit   $ 26,424     $ 26,645     $ 49,790     $ 51,759                                     Adjusted Gross Margin     67 %     70 %     65 %     71 %   24     Adjusted gross profit for the three- and six-month periods ended June 30, 2022 decreased $0.2 million and $2.0 million to $26.4 million and $49.8 million, respectively, representing 67% and 65% of revenue. Adjusted gross profit for the three- and six-month periods ended June 30, 2021 was $26.6 million and $51.8 million, respectively, or 70% and 71% of revenue for the periods, respectively. The decrease in adjusted gross profit for the three- and six-month periods ended June 30, 2022, was primarily due to unfavorable revenue mix and production inefficiencies caused in part by supply chain and staffing challenges.   Adjusted EBITDA     We present information below with respect to adjusted EBITDA, which we define as our net income (loss) excluding interest and other income, net, income tax benefit (expense), depreciation and amortization, stock-based compensation, product rationalization, and acquisition related expenses. In light of the COVID-19 pandemic, we have also excluded the impacts of goodwill impairment charges and changes in the fair value of contingent consideration associated with our acquisition transactions in early 2020.   Adjusted EBITDA is not prepared in accordance with US GAAP, and should not be considered in isolation of, or as an alternative to, measures prepared in accordance with US GAAP. There are a number of limitations related to the use of adjusted EBITDA rather than net income (loss), which is the nearest US GAAP equivalent. Some of these limitations are:     ● adjusted EBITDA excludes depreciation and amortization, and, although these are non-cash expenses, the assets being depreciated or amortized may have to be replaced in the future, the cash requirements for which are not reflected in adjusted EBITDA;     ● we exclude stock-based compensation expense from adjusted EBITDA although (a) it has been, and will continue to be for the foreseeable future, a significant recurring expense for our business and an important part of our employee compensation strategy and (b) if we did not pay out a portion of our compensation in the form of stock-based compensation, the cash salary expense included in operating expenses likely would be higher, which would affect our cash position;     ● we exclude acquisition related expenses, including transaction costs and other related expenses, amortization and depreciation of acquired assets in recent acquisitions, and the impact of inventory fair-value step up on cost of revenue;     ● we exclude certain impairment charges, including certain product rationalization charges as a result of managing our financial position in light of our recent acquisitions, the impact of COVID-19 and changing regulatory requirements;     ● we exclude goodwill impairment charges and changes in the fair value of contingent consideration;     ● the expenses and other items that we exclude in our calculation of adjusted EBITDA may differ from the expenses and other items, if any, that other companies may exclude from adjusted EBITDA when they report their operating results;     ● adjusted EBITDA does not reflect changes in, or cash requirements for, working capital needs;     ● adjusted EBITDA does not reflect (benefit from) provision for income taxes or the cash requirements to pay taxes; and     ● adjusted EBITDA does not reflect historical cash expenditures or future requirements for capital expenditures or contractual commitments.   25     The following is a reconciliation of net income (loss) to adjusted EBITDA for the three- and six-month periods ended June 30, 2022 and 2021, respectively:       For the Three Months Ended June 30,     For the Six Months Ended June 30,       2022     2021     2022     2021   Net (loss) income   $ (2,843 )   $ 6,531     $ (5,776 )   $ 9,369   Interest and other expense, net     (96 )     50       58       93   Benefit from income taxes     (442 )     2,599       (1,217 )     976   Depreciation and amortization     1,933       1,716       3,753       3,437   Share-based compensation     4,081       2,797       6,626       5,056   Product rationalization     -       2,063       -       2,063   Acquisition related intangible asset amortization     1,787       1,787       3,574       3,574   Acquisition related inventory step up     -       2,208       -       4,786   Change in fair value of contingent consideration     -       (13,650 )     -       (18,470 ) Adjusted EBITDA   $ 4,420     $ 6,101     $ 7,018     $ 10,884     Adjusted EBITDA for the three-month period ended June 30, 2022, decreased $1.7 million as compared with the same period in 2021. The decrease in adjusted EBITDA for the period was primarily due to increased commercial spending to support future growth as certain marketing and medical education activities were more limited in 2021.   Adjusted EBITDA for the six-month period ended June 30, 2022, decreased $3.9 million as compared with the same period in 2021. The decrease in adjusted EBITDA for the period was primarily due to lower adjusted gross profit, from unfavorable revenue mix and production inefficiencies caused in part by supply chain and staffing challenges, as well as an increase in operating expenses primarily attributable to expansion of our commercial capability in the United States.   Adjusted Net Income (Loss) and Adjusted EPS   We present information below with respect to adjusted net income (loss) and adjusted EPS. We define adjusted net income (loss) as our net income (loss) excluding acquisition-related expenses, amortization and depreciation of acquired assets, the impact of inventory fair-value step up on cost of revenue and the impacts of goodwill impairment charges and changes in the fair value of contingent consideration, as well as certain impairment charges, including product rationalization charges, on a tax effected basis. Acquisition related expenses are those that we would not have incurred except as a direct result of acquisition transactions. Acquisition related expenses consist of investment banking, legal, accounting, and other professional and related expenses. The amortized assets contribute to revenue generation, and the amortization of such assets will recur in future periods until such assets are fully amortized. These assets include the estimated fair value of certain identified assets acquired in acquisitions, including in-process research and development, developed technology, customer relationships and acquired tradenames. We define adjusted EPS as US GAAP diluted earnings (loss) per share excluding the above adjustments to net income used in calculating adjusted net income, each on a per share and tax effected basis.   26     The following is a reconciliation of adjusted net income (loss) to net income (loss) for the three- and six-month periods ended June 30, 2022 and 2021, respectively:       For the Three Months Ended June 30,     For the Six Months Ended  June 30,       2022     2021     2022     2021   Net (loss) income   $ (2,843 )   $ 6,531     $ (5,776 )   $ 9,369   Product rationalization, tax effected     -       1,590       -       1,590   Acquisition related intangible asset amortization; tax effected     1,219       1,356       2,565       2,754   Acquisition related inventory step up, tax effected     -       1,675       -       3,688   Change in fair value of contingent consideration, tax effected     -       (9,789 )     -       (15,287 ) Adjusted net (loss) income   $ (1,624 )   $ 1,363     $ (3,211 )   $ 2,114     The following is a reconciliation of adjusted EPS to diluted earnings (loss) per share for the three- and six-month periods ended June 30, 2022 and 2021:       For the Three Months Ended  June 30,     For the Six Months Ended  June 30,       2022     2021     2022     2021   Diluted (loss) earnings per share (EPS)   $ (0.20 )   $ 0.45     $ (0.40 )   $ 0.64   Product rationalization, tax effected     -       0.11       -       0.11   Acquisition related intangible asset amortization; tax effected     0.08       0.09       0.18       0.19   Acquisition related inventory step up, tax effected     -       0.11       -       0.25   Change in fair value of contingent consideration, tax effected     -       (0.67 )     -       (1.05 ) Adjusted diluted (loss) earnings per share (EPS)   $ (0.12 )   $ 0.09     $ (0.22 )   $ 0.14     Adjusted net (loss) income and adjusted diluted (loss) income per share in the three-month period ended June 30, 2022 decreased by $3.0 million or $0.21, respectively, as compared with the same period in 2021. The decrease for the period was primarily due to increased commercial spending to support future growth as certain marketing and medical education activities were more limited in 2021.   Adjusted net (loss) income in and adjusted diluted (loss) income per share the six-month period ended June 30, 2022, decreased $5.3 million or $0.36, as compared with the same period in 2021. The decrease in adjusted net income for the period was primarily due to lower adjusted gross profit, from unfavorable revenue mix and production inefficiencies caused in part by supply chain and staffing challenges due largely to the impact of the COVID-19 pandemic, as well as an increase in selling and marketing expenses primarily attributable to increased cost to support our commercial capability in the United States and an increase in stock-based compensation expense driven by incremental headcount associated with the Company’s strategic transformation that accelerated in 2020 and 2021.   Liquidity and Capital Resources   We require cash to fund our operating activities and to make capital expenditures and other investments in the business. We expect that our requirements for cash to fund these uses will increase as our operations expand. We continue to generate cash from operating activities and believe that our operating cash flows, cash currently on our condensed consolidated balance sheet and availability under our credit facility will be sufficient to allow us to continue to invest in our existing business, to manage our capital structure on a short and long-term basis, and to meet our anticipated operating cash needs. Cash, cash equivalents, and investments aggregated $91.4 million and $94.4 million, and working capital totaled $138.4 million and $138.7 million, at June 30, 2022 and December 31, 2021, respectively. We are closely monitoring our liquidity and capital resources for any potential impact that the COVID-19 pandemic may have on our operations.   27     On November 12, 2021, we entered into a Third Amendment to Credit Agreement with Bank of America N.A. as administrative agent, amended and restated our existing revolving line of credit agreement dated October 24, 2017 which provides up to $75.0 million in the form of a senior revolving line of credit. Subject to certain conditions, we may request up to an additional $75.0 million for a maximum aggregate commitment of $150.0 million. As of June 30, 2022, and December 31, 2021, there were no outstanding borrowings, and we are in compliance with the terms of the credit facility.       Six Months Ended June 30,       2022     2021   Cash provided by (used in)                 Operating activities   $ 1,219     $ 1,863   Investing activities     (3,266 )     (583 ) Financing activities     (908 )     143   Effect of exchange rate changes on cash     (39 )     (59 ) Net (decrease) in cash and cash equivalents   $ (2,994 )   $ 1,364     The following changes contributed to the net change in cash and cash equivalents in the three-month period ended June 30, 2022 as compared to the same period in 2021.   Operating Activities   Cash provided by operating activities was $1.2 million for the six-month period ended June 30, 2022, as compared to cash provided by operating activities of $1.9 million for the same period in 2021. The decrease in cash provided operating activities in 2022 was primarily due to net loss incurred in 2022 and offset by an improvement in working capital attributable to timing of collections and inventory purchases and lower income tax payments.   For the foreseeable future, we expect to continue to invest substantial resources in research and development for new products and clinical studies as well as continued investment in our commercial infrastructure to support our growth strategy. These costs will be funded with a combination of cash on hand and cash expected to be generated from future operations.    Investing Activities   Cash used in investing activities was $3.3 million for the six-month period ended June 30, 2022, as compared to cash used in investing activities of $0.6 million for the same period in 2021. The change was primarily due to an increase in capital expenditures to support commercial growth of the business in the six-month period ended June 30, 2022 and proceeds from maturities of investments that occurred in 2021.   Financing Activities   Cash used in financing activities was $0.9 million for the six-month period ended June 30, 2022, as compared to cash provided by financing activities of $0.1 million for the same period in 2021. The change was primarily attributable to an increase in the utilization of cash for employee tax withholding in exchange for shares surrendered by equity award holders and lower stock option exercises in 2022.   28     Critical Accounting Policies and Estimates   The preparation of our consolidated financial statements in conformity with US GAAP requires management to use judgment in making estimates and assumptions that affect the reported amounts of assets, liabilities, revenue and expenses, and related disclosure of contingent assets and liabilities. We believe that our accounting policies for revenue recognition, accounts receivable and allowance for credit losses, goodwill, acquired in-process research and development, inventory and contingencies are based on, among other things, judgments and assumptions made by management that include inherent risks and uncertainties. There have been no significant changes to the above critical accounting policies or in the underlying accounting assumptions and estimates used in such policies from those disclosed in our annual consolidated financial statements and accompanying notes included in our 2021 Form 10-K for the year ended December 31, 2021 We monitor our estimates on an ongoing basis for changes in facts and circumstances, and material changes in these estimates could occur in the future. Changes in estimates are recorded in the period in which they become known. We base our estimates on historical experience and other assumptions that we believe to be reasonable under the circumstances. Actual results may differ from our estimates, if past experience or other assumptions do not turn out to be substantially accurate.   Recent Accounting Pronouncements   A discussion of Recent Accounting Pronouncements is included in our 2021 Form 10-K for the fiscal year ended December 31, 2021.   Contractual Obligations and Other Commercial Commitments   Our contractual obligations and other commercial commitments are summarized in the section captioned “Part II, Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources—Contractual Obligations and Other Commercial Commitments” in our 2021 Form 10-K for the year ended December 31, 2021. There were no material changes to our contractual obligations reported in our 2021 Form 10-K during the six months ended June 30, 2022 other than changes in operating leases reported in Note 8. For additional discussion, see Note 10 to the condensed consolidated financial statements included in this report.   To the extent that funds generated from our operations, together with our existing capital resources, are insufficient to meet future requirements, we will be required to obtain additional funds through equity or debt financings, strategic alliances with corporate partners and others, or through other sources. No assurance can be given that any additional financing will be made available to us or will be available on acceptable terms should such a need arise.   Off-Balance Sheet Arrangements   We do not use special purpose entities or other off-balance sheet financing techniques that we believe have, or are reasonably likely to have, a current or future material effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, or capital resources.