0001628280-21-022681 | 10-Q | XBRL Viewer

$ 12,471

12,471

Members' equity, ending balance at Sep. 26, 2020

687

145,339

Members' equity, beginning balance at Jun. 27, 2020

141,791

Increase (Decrease) in Stockholders' Equity [Roll Forward]

Profits interest forfeiture

Distribution to members

(5,399)

7,965

Members' equity, ending balance at Sep. 26, 2020

943

145,339

Members' equity, beginning balance at Dec. 31, 2020

144,160

Increase (Decrease) in Stockholders' Equity [Roll Forward]

Distribution of Continuing LLC Owner

(215)

$ (215)

Refund from members prior to Organizational Transactions

123

Other equity forfeiture

(39)

11,479

Effect of Organizational Transactions

(1,225)

(48,487)

(168,714)

$ 32

$ 16

$ 41,060

79,119

Effect of Organizational Transactions (in shares)

31,838,589

15,786,737

Initial public offering, net of offering costs (in shares)

9,200,000

58,703

Initial public offering, net of offering costs

$ 106,450

$ 731

$ 9

$ 0

$ 106,441

$ 731

Ending balance (in shares) at Oct. 02, 2021

41,097,292

15,786,737

Ending balance at Oct. 02, 2021

230,497

$ 41

$ 16

158,480

$ 204

$ (6,238)

77,994

Beginning balance (in shares) at Jul. 03, 2021

41,062,652

15,786,737

Beginning balance at Jul. 03, 2021

219,364

$ 41

$ 16

146,199

468

(5,167)

77,807

Increase (Decrease) in Stockholders' Equity [Roll Forward]

Distribution of Continuing LLC Owner

(24)

Equity based compensation

(2,269)

(1,071)

(1,198)

5,938

4,427

1,511

(366)

(264)

(102)

Effect of Organizational Transactions

(366)

^[1]

7,437

Initial public offering, net of offering costs (in shares)

34,640

Initial public offering, net of offering costs

417

Ending balance (in shares) at Oct. 02, 2021

41,097,292

15,786,737

Ending balance at Oct. 02, 2021

$ 230,497

$ 0

$ 41

$ 16

$ 158,480

$ 204

$ (6,238)

$ 77,994

[1]	(1) Refer to Note 9. Income taxes within the Notes to the unaudited consolidated condensed financial statements for further details

Consolidated condensed statements of cash flows - USD ($) $ in Thousands	9 Months Ended
	Oct. 02, 2021	Sep. 26, 2020
Operating activities:
Net income	$ 11,479	$ 12,471
Adjustments to reconcile net income to net cash provided by operating activities from continuing operations:
Depreciation and amortization	23,185	21,789
(Recovery) provision for expected credit losses	(138)	1,089
Equity-based compensation from 2021 Stock Incentive Plan	13,735	0
Profits interest plan, liability-classified and other equity awards compensation	(24,356)	619
Change in fair value of contingent consideration	1,292	0
Change in fair value of interest rate swap	(1,391)	1,980
Change in fair value of Equity Participation Rights	(2,774)	(788)
Impairments related to variable interest entity	7,043	0
Other, net	(72)	(266)
Changes in operating assets and liabilities:
Accounts receivable	(13,149)	3,361
Inventories	1,496	(7,004)
Accounts payable and accrued expenses	7,247	11,568
Other current assets and liabilities	(13,723)	1,933
Net cash from operating activities - continuing operations	9,874	46,752
Net cash from operating activities - discontinued operations	0	(400)
Net cash from operating activities	9,874	46,352
Investing activities:
Purchase of Bioness, Inc., net of cash acquired	(46,790)	0
Investments	(11,124)	(16,630)
Purchase of property and equipment	(4,568)	(2,331)
Net cash from investing activities - continuing operations	(62,482)	(18,961)
Net cash from investing activities - discontinued operations	0	172
Net cash from investing activities	(62,482)	(18,789)
Financing activities:
Proceeds from issuance of Class A common stock sold in initial public offering, net of underwriting discounts and offering costs	107,777	0
Proceeds from issuance of Class A and B common stock	747	0
Borrowing on revolver	0	49,000
Payment on revolver	0	(49,000)
Payments on long-term debt	(11,250)	(5,000)
Distributions to members	(183)	(14,691)
Other, net	(28)	0
Net cash from financing activities	97,063	(19,691)
Effect of exchange rate changes on cash	(377)	86
Net change in cash, cash equivalents and restricted cash	44,078	7,958
Cash, cash equivalents and restricted cash at the beginning of the period	86,839	64,520
Cash, cash equivalents and restricted cash at the end of the period	130,917	72,478
Supplemental disclosure of noncash investing and financing activities
Accrued member distributions	123	607
Accounts payable for purchase of property, plant and equipment	$ 612	$ 580

Organization	9 Months Ended
Organization	Oct. 02, 2021
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Organization	Organization The Company Bioventus Inc. (the Company, we, us or our) was formed as a Delaware corporation for the purpose of facilitating an initial public offering (IPO) and other related transactions in order to carry on the business of Bioventus LLC and its subsidiaries (BV LLC). The Company is headquartered in Durham, North Carolina. BV LLC, is a limited liability company formed under the laws of the state of Delaware on November 23, 2011 and operates as a partnership. BV LLC commenced operations in May 2012. BV LLC is a global medical device company, conducting business in various countries, primarily in North America and Europe, with approximately 900 employees. The Company is focused on developing and commercializing clinically differentiated, cost efficient and minimally invasive treatments that engage and enhance the body’s natural healing processes. Initial Public Offering On February 16, 2021, the Company closed an IPO of 9,200,000 shares of Class A common stock at a public offering price of $13.00 per share, which includes 1,200,000 shares issued pursuant to the underwriters' over-allotment option. The Company received $111,228 in proceeds, net of underwriting discounts and commissions of $8,372, which was used to purchase newly-issued membership interests from BV LLC at a price per interest equal to the IPO price of $13.00. The Company also incurred offering expenses totaling $4,778 in addition to the underwriting discounts and commissions. Offering expenses of $1,327 were paid in 2020 and $3,451 were paid in 2021. Subsequent to the IPO and related transactions that occurred in connection with the IPO (the Transactions), the Company is the sole managing member of BV LLC and owns 72.3% of BV LLC. The Company has a majority economic interest, the sole voting interest in, and controls the management of BV LLC. As a result, the Company consolidates the financial results of BV LLC and reports a non-controlling interest representing the 27.7% interest not held by the Company. IPO Transactions The Company and BV LLC completed the following Transactions in connection with the IPO. BV LLC amended and restated the Bioventus LLC Agreement, to, among other things, (i) provide for a new single class of common membership interests in BV LLC (LLC Interests), (ii) exchange all of the existing membership interests in BV LLC for new LLC Interests and (iii) appoint Bioventus Inc. as the sole managing member of BV LLC. The Company amended and restated its certificate of incorporation to, among other things, provide for the (i) authorization of 250,000,000 shares of Class A common stock with a par value of $0.001 per share; (ii) authorization of 50,000,000 shares of Class B common stock with a par value of $0.001 per share; (iii) authorization of 10,000,000 shares of undesignated preferred stock that may be issued from time to time by the Company's Board of Directors (BOD) in one or more series; and (iv) establishment of a classified BOD, divided into three classes, each of whose members will serve for staggered three-year terms. Holders of Class A / Class B common stock are entitled to one vote per share and, except as otherwise required, will vote together as a single class on all matters on which stockholders generally are entitled to vote. Holders of Class B common stock are not entitled to receive dividends and will not be entitled to receive any distributions upon the liquidation, dissolution or winding up of the Company. Shares of Class B common stock may only be issued to the extent necessary to maintain the one-to-one ratio between the number of LLC Interests held by the only member of BV LLC that remained a member following the Transactions (Continuing LLC Owner) and the number of shares of Class B common stock held by the Continuing LLC Owner. Shares of Class B common stock are transferable only together with an equal number of LLC Interests. Shares of Class B common stock will be canceled on a one-for-one basis if the Company, at the election of a Continuing LLC Owner, redeem or exchange LLC Interests. The Company’s amended and restated certificate of incorporation and the Bioventus LLC Agreement requires that the Company and BV LLC at all times maintain a one-to-one ratio between the number of shares of Class A common stock issued by the Company and the number of LLC Interests owned by the Company, as well as a one-to-one ratio between the number of shares of Class B common stock owned by the Continuing LLC Owner and the number of LLC Interests owned by the Continuing LLC Owner. The Company acquired, by merger, ten entities that were members of BV LLC (Former LLC Owners), for which the Company issued 31,838,589 shares of Class A common stock as merger consideration (Merger). The only assets held by the Former LLC Owners were 31,838,589 LLC Interests and a corresponding number of shares of Class B common stock. Upon consummation of the Merger, the Company canceled the 31,838,589 shares of Class B common stock and recognized the 31,838,589 LLC Interests at carrying value, as the Merger is considered to be a recapitalization transaction. As of October 2, 2021, the Company held 41,097,292 LLC Interests, which represented a 72.3% ownership interest in BV LLC. The financial statements for periods prior to the IPO and Transactions have been adjusted to combine the previously separate entities for presentation purposes. Prior to the Transactions, Bioventus Inc. had no operations. Interim periods The Company reports quarterly interim periods on a 13-week basis within a standard calendar year. Each annual reporting period begins on January 1 and ends on December 31. Each quarter ends on the Saturday closest to calendar quarter-end, with the exception of the fourth quarter, which ends on December 31. The 13-week quarterly periods for fiscal year 2021 end on April 3, July 3 and October 2. Comparable periods for 2020 ended on March 28, June 27 and September 26. The fourth and first quarters may vary in length depending on the calendar year. Unaudited interim financial information The accompanying unaudited consolidated financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States of America (U.S. GAAP) for interim financial information and with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. Pursuant to these rules and regulations they do not include all information and notes required by U.S. GAAP for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring adjustments) considered necessary for a fair statement of the Company’s financial condition and results of operations have been included. Operating results for the periods presented are not necessarily indicative of the results that may be expected for the full year. As such, the information included in this report should be read in conjunction with the Company’s 2020 Annual Report on Form 10-K. The balance sheet at December 31, 2020 has been derived from the audited consolidated financial statements of the Company but does not include all the disclosures required by U.S. GAAP. COVID-19 pandemic impact In 2020, the COVID-19 pandemic spread around the world including the United States. New variants of the virus have emerged, some of which have shown to be more contagious. The COVID-19 pandemic has had widespread, rapidly evolving and unpredictable impacts on global society, economies, financial markets and business practices. Federal and state governments implemented measures in an effort to prevent or minimize the spread of the virus, and ongoing effects of the pandemic, including social distancing, travel restrictions, border closures, limitations on public gatherings, mandatory closure or reduced capacity of businesses, work from home, supply chain logistical changes and other measures, which caused global business disruptions and significant volatility in U.S. and international debt and equity markets. Our business, results of operations and financial condition have been and may continue to be, materially impacted by fluctuations in patient visits and elective procedures and any future temporary cessations of elective procedures and could be further impacted by delays in payments from customers, supply chain interruptions, extended “shelter-in-place” orders or advisories, facility closures or other reasons related to the pandemic. Furthermore, the long-term impact of COVID-19 on our business will depend on many factors, including, but not limited to, the duration and severity of the pandemic, new and ongoing measures taken in response to the pandemic, the availability, adoption and effectiveness of vaccines and treatments, the impact on economic activity from the pandemic and actions taken in response and the resulting impact it has on our partners, patients and communities in which we operate, all of which continue to be uncertain. As of the date of issuance of these consolidated financial statements, the extent to which COVID-19 could materially impact the Company’s financial conditions, liquidity or results of operations is uncertain. To the extent COVID-19 disruptions continue to adversely impact our business, results of operations and financial condition, it may also have the effect of heightening risks relating to our ability to successfully commercialize newly developed or acquired products or therapies, consolidation in the healthcare industry, intensified pricing pressure as a result of changes in the purchasing behavior of hospitals and maintenance of our numerous contractual relationships. On March 27, 2020, the Coronavirus Aid, Relief and Economic Security Act (CARES Act) was signed into law, which was aimed at providing emergency assistance and health care for individuals, families, and businesses affected by the COVID-19 pandemic and generally supporting the U.S. economy. The CARES Act, among other things, includes provisions relating to refundable payroll tax credits, deferment of employer social security payments, net operating loss carryback periods, alternative minimum tax credit refunds, and modifications to the net interest deduction limitations. As a result of the CARES Act and at the direction of the U.S. Department of Health and Human Services (HHS), the Company received $1,247 and $2,854 in Provider Relief Fund Payments in April and July 2020, respectively. The Company determined it complied with the conditions to be able to keep and use the funds to reimburse for health care related expenses and lost revenue attributable to the public health emergency resulting from COVID-19. The payments were recorded as other income on the consolidated statement of operations and comprehensive (loss) income for the three and nine months ended September 26, 2020. Recent accounting pronouncements The Company has elected to comply with non-accelerated public company filer effective dates of adoption. Therefore, the required effective dates for adopting new or revised accounting standards as described below are generally earlier than when emerging growth companies are required to adopt. Accounting Pronouncements Recently Adopted In December 2019, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update 2019-12, Income Taxes (ASU 2019-12), which amended the accounting for income taxes. ASU 2019-12 eliminates certain exceptions to the guidance for income taxes related to the approach for intraperiod tax allocation, the methodology for calculating income taxes in an interim period and the recognition of deferred tax liabilities for outside basis differences as well as simplifying aspects of the accounting for franchise taxes and enacted changes in tax laws or rates and clarifies the accounting for transactions that result in a step-up in the tax basis of goodwill. The Company adopted ASU 2019-12 on January 1, 2021 and it did not have a material impact on its consolidated financial statements.

Balance sheet information

9 Months Ended

Oct. 02, 2021

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Balance sheet information

Cash, cash equivalents and restricted cash

A summary of cash and cash equivalents and restricted cash is as follows:


	October 2, 2021		December 31, 2020
Cash and cash equivalents	$	80,917	$	86,839
Restricted cash	50,000		—
	$	130,917	$	86,839

Restricted cash consists of a $50,000 escrow deposit with a financial institution for a potential future acquisition, refer to Note 3. Business combinations and investments for further information.

Accounts receivable, net

Accounts receivable, net are amounts billed and currently due from customers. The Company records the amounts due net of allowance for credit losses. Collection of the consideration that the Company expects to receive typically occurs within 30 to 90 days of billing. The Company applies the practical expedient for contracts with payment terms of one year or less which does not consider the effects of the time value of money. Occasionally, the Company enters into payment agreements with patients that allow payment terms beyond one year. In those cases, the financing component is not deemed significant to the contract.

Accounts receivable, net of allowances, consisted of the following as of:


	October 2, 2021		December 31, 2020
Accounts receivable	$	108,504	$	92,273
Less: Allowance for credit losses	(3,062)		(3,990)
	$	105,442	$	88,283

The Company maintains an allowance for credit losses for estimated losses resulting from the inability of its customers to make required payments. The allowance for credit losses is calculated by region and by customer type, where appropriate considering several factors including age of accounts, collection history, historical account write-offs, current economic conditions, and supportable forecasted economic expectations. Due to the short-term nature of its receivables, the estimate of expected credit losses is based on aging of the account receivable balances. The allowance is adjusted on a specific identification basis for certain accounts as well as pooling of accounts with similar characteristics. An increase in the provision for credit losses may be required when the financial condition of the Company’s customers or its collection experience deteriorates. The Company has a diverse customer base with no single customer representing ten percent of sales or accounts receivable. Historically, the Company’s reserves have been adequate to cover credit losses. The Company’s exposure to credit losses may increase if its customers are adversely affected by changes in health care laws, coverage and reimbursement, economic pressures or uncertainty associated with local or global economic recessions, disruption associated with the COVID-19 pandemic, or other customer-specific factors. The Company considered the current and expected future economic and market conditions surrounding the COVID-19 pandemic and determined that the estimate of credit losses was not significantly impacted. Estimates are used to determine the allowance, which are based on an assessment of anticipated payment and all other historical, current and future information that is reasonably available.

Changes in credit losses were as follows:


	Three Months Ended				Nine Months Ended
	October 2, 2021		September 26, 2020		October 2, 2021		September 26, 2020
Beginning balance	$	(3,019)	$	(5,249)	$	(3,990)	$	(4,146)
Recovery (provision)	(221)		73		138		(1,089)
Write-offs	243		376		927		628
Recoveries	(65)		(84)		(137)		(277)
Ending balance	$	(3,062)	$	(4,884)	$	(3,062)	$	(4,884)

Inventory

Inventory consisted of the following as of:


	October 2, 2021		December 31, 2020
Raw materials and supplies	$	3,381	$	3,665
Finished goods	34,710		26,323
Gross	38,091		29,988
Excess and obsolete reserves	(1,526)		(868)
	$	36,565	$	29,120

Accrued liabilities

Accrued liabilities consisted of the following as of:


	October 2, 2021		December 31, 2020
Gross-to-net deductions	$	63,195	$	43,656
Bonus and commission	16,483		15,188
Compensation and benefits	6,987		5,875
Income and other taxes	21		2,434
Other liabilities	20,868		21,034
	$	107,554	$	88,187

Business combinations and investments

9 Months Ended

Oct. 02, 2021

Business Combination and Asset Acquisition [Abstract]

Business combinations and investments

Acquisitions

Misonix, Inc.

On July 29, 2021, the Company entered into an Agreement and Plan of Merger (the Misonix Merger Agreement) to acquire Misonix, Inc. (Misonix) in a cash-and-stock transaction (the Misonix Merger). On October 29, 2021, the Company completed the Misonix Merger. Misonix manufactures minimally invasive surgical ultrasonic medical devices used for precise bone sculpting, removal of soft and hard tumors and tissue debridement, primarily in the areas of neurosurgery, orthopedic surgery, plastic surgery, wound care and maxillo-facial surgery. Misonix also exclusively distributes skin allografts and wound care products used to support healing of wounds. Please refer to Note 13. Subsequent events for further details regarding the transaction.

Bioness, Inc.

On March 30, 2021, in order to broaden its portfolio and increase its global footprint, the Company acquired 100% of the capital stock of Bioness, Inc. (Bioness Acquisition). Bioness, Inc. (Bioness) is a global leader in neuromodulation and advanced rehabilitation medical devices through its innovative peripheral nerve stimulation therapy and premium advanced rehabilitation solutions. The Company had previously made a $1,500 convertible debt investment in Bioness on January 4, 2021 as part of an exclusive negotiation to purchase Bioness, which was subsequently repaid in conjunction with the acquisition. The consideration paid for Bioness is comprised of the following:


	Consideration
Cash consideration at closing	$	48,933
Contingent consideration at fair value	43,000
Total Bioness consideration	$	91,933

Contingent consideration is comprised of future earn-out payments contingent upon the achievement of certain research and development projects as well as sales milestones related to Bioness products. Contingent earn-out payments could total up to $65,000 for the achievement of the following:

•$15,000 for obtaining FDA approval for U.S. commercial distribution of a certain product for certain indications on or before June 30, 2022;

•$20,000 for meeting net sales targets for certain implantable products over a three year period ending on June 30, 2025 at the latest;

•Up to $10,000 for meeting net sales milestones for certain implantable products over a three year period ending on June 30, 2025 at the latest; and

•$20,000 for maintaining Centers for Medicare & Medicaid Services coverage and reimbursement for certain products at specified levels as of December 31, 2024.

The allocation of the purchase price is preliminary and subject to change. The primary areas of the purchase price that are not yet finalized are related to contingent consideration (specifically related to timeline of milestones), intangible assets and the residual goodwill. Accordingly, adjustments may be made to the values of assets and liabilities assumed as additional information is obtained about the facts and circumstances that existed at the acquisition date. The following table summarizes the preliminary fair values of the assets acquired and liabilities assumed at the acquisition date and the resulting goodwill, which is expected to be deductible for tax purposes:


Fair value of consideration	$	91,933
Assets acquired and liabilities assumed:
Cash and cash equivalents	2,143
Accounts receivable	4,124
Inventory	7,318
Prepaid and other current assets	1,947
Property and equipment	673
Intangible assets	86,250
Operating lease assets	3,616
Other assets	132
Accounts payable and accrued liabilities	(11,405)
Other current liabilities	(1,020)
Other liabilities	(4,930)
Net assets acquired	88,848
Resulting goodwill(a)	$	3,085

(a)The U.S. segment was allocated the resulting goodwill from the Bioness acquisition.

The following table summarizes the preliminary fair values of identifiable intangible assets and their useful lives:


	Useful Life (in years)	Fair Value
Intellectual property	10 years	$	44,750
IPR&D	N/A	41,250
Customer relationships	2 years	250
		$	86,250

The aggregate amortization expense related to acquired intangible assets for the following five periods is as follows: $1,150 - remainder of 2021, $4,600 - 2022, $4,506 - 2023, $4,475 - 2024 and $4,475 - 2025.

The Company incurred $1,575 and $6,604 in acquisition and integration costs during the three and nine months ended October 2, 2021, respectively, which are included in selling general and administrative expense within the consolidated condensed statement of operations and comprehensive (loss) income.

Bioness’ advanced rehabilitation revenue is comprised of Exoskeletal Systems, Vector Units and Bioness Integrated Therapy Systems (BITS), which is included within the Company’s Restorative Therapies vertical. The Company’s Pain Treatment and Joint Preservation vertical will encompass Bioness’ peripheral nerve stimulation therapy products, which includes the StimRouter, an implantable neuromodulation device used to treat chronic peripheral nerve pain.

Revenue from Bioness’ products is primarily recognized at a point in time upon transfer of control of its products to customers such as medical facilities and individual patients. Revenue is recognized net of discounts, which can be offered through a variety of factors.

Consolidated Pro Forma Results

The Company’s consolidated condensed statements of operations reflect net sales of $10,798 and $22,668 and net loss attributable to Bioness of $5,396 and $8,925 for the three and nine months ended October 2, 2021, respectively. Consolidated unaudited pro forma results of operations for the Company are presented below assuming the Bioness Acquisition had occurred January 1, 2020. Pro forma operating results for the three and nine months ended September 26, 2020 include operating expenses of $1,575 and $8,710, respectively, for acquisition integration costs and inventory related adjustments.


	Three Months Ended				Nine Months Ended
	October 2, 2021		September 26, 2020		October 2, 2021		September 26, 2020
Net sales	$	108,890	$	94,907	$	309,431	$	252,477
Net (loss) income	$	(694)	$	2,816	$	15,608	$	(8,591)
Weighted-average shares of Class A common stock outstanding, basic and diluted(1):	$	—			$	(0.08)
(1) Per share information for the nine months ended October 2, 2021 represents loss per share of Class A common stock and weighted-average shares of Class A common stock outstanding from February 16, 2021 through October 2, 2021, the period following Bioventus Inc.'s initial public offering and related transactions described in Note 1. Organization and Note 7. Earnings per share.

Investments

VIE

The Company had a fully diluted 8.8% ownership of Harbor Medtech Inc.’s (Harbor) Series C Preferred Stock. The Company and Harbor entered into an exclusive Collaboration Agreement in 2019 for purposes of developing a product for orthopedic uses to be commercialized by the Company and supplied by Harbor. The Company’s partial ownership and exclusive Collaboration Agreement created a variable interest in Harbor. The Company terminated the Collaboration Agreement on June 8, 2021. As a result, Harbor had been consolidated in the Company’s consolidated financial statements from the third quarter of 2019 through June 8, 2021 when the Company ceased being the primary beneficiary because it no longer had the power to direct Harbor’s significant activities.

The Company determined that the termination was a triggering event requiring an impairment assessment of Harbor’s long lived assets. The assessment resulted in an impairment of $5,674, representing Harbor’s long-lived asset balance, which was recorded within impairment of variable entity assets for the nine months ended October 2, 2021 in the consolidated condensed statements of operations and comprehensive (loss) income, of which $5,176 is attributable to the non-controlling interest. The Company also assessed its Harbor investment post deconsolidation, which resulted in a $1,369 impairment, representing the remaining investment balance in Harbor and was recorded within other expense for the nine months ended October 2, 2021 in the consolidated condensed statements of operations and comprehensive (loss) income. The Company continues to have license rights to certain technology obtained from Harbor and is continuing product development initiated under the Collaboration Agreement.

Harbor assets that could only be used to settle Harbor obligations and Harbor liabilities for which creditors did not have recourse to the general credit of the Company were as follows at December 31, 2020:


	December 31, 2020
Cash and cash equivalents	$	803
Property and equipment, net	173
Intangible assets, net	5,635
Operating lease assets	178
Other assets	74
	$	6,863

Accounts payable and accrued liabilities	$	366
Other current liabilities	2,004
Other long-term liabilities	659
	$	3,029

Equity Method

The Company has an equity investment in CartiHeal Ltd. (CartiHeal), a privately held entity that does not have a readily determinable fair value, which the Company began recording as an equity investment during the third quarter of 2020. The CartiHeal investment carrying value totaled $17,318 as of October 2, 2021, yielding a 10.03% fully diluted equity ownership. Net losses from CartiHeal for the three and nine months ended October 2, 2021 totaled $419 and $1,320, respectively, which are included in other expense within the consolidated condensed statement of operations and other comprehensive (loss) income. Net losses from CartiHeal for the three and nine months ended September 26, 2020 were nominal.

On July 15, 2020, the Company entered into an Option and Equity Purchase Agreement with CartiHeal (Option Agreement). In August 2021, CartiHeal achieved pivotal clinical trial success, as defined in the Option Agreement, for a CartiHeal product, which provides the Company with an exclusive option to acquire 100% of CartiHeal’s shares (Call Option), and provides CartiHeal with a put option that would require the Company to purchase 100% of CartiHeal’s shares under certain conditions (Put Option). In order to preserve the Company’s Call Option, in accordance with the Option Agreement and upon approval of the BOD, the Company deposited $50,000 into escrow in August 2021 for the potential acquisition of CartiHeal, which is included in restricted cash on the consolidated balance sheet. Consideration for the acquisition of all of the remaining shares of CartiHeal, excluding those the Company owns, pursuant to the Call Option or Put Option would be $314,895, inclusive of the existing deposit, all of which would be payable at closing, with an additional $150,000 payable upon achievement of certain sales milestones related to Agili-C. Such closing would be subject to customary closing conditions.

The Call Option may be exercised at any time up to and within 45 days following notice of the U.S. Food and Drug Administration (FDA) approval for a CartiHeal product currently in development. In addition, upon the same FDA approval, CartiHeal may exercise the Put Option within 45 days, which requires the Company to complete the acquisition of the remaining equity in CartiHeal.

CartiHeal submitted the final clinical module of a Modular Premarket Approval Application (PMA) seeking FDA approval during the fourth quarter of 2021. In order to support the completion of the PMA, if needed, the Company will purchase an additional 338,089 of CartiHeal Series G Preferred Shares for $5,000.

Other

On August 23, 2021, the Company purchased 413,896,609 shares of Trice Medical, Inc.’s (Trice) Series D Preferred Stock for $10,000, representing an 11.7% ownership interest. Trice is a privately held company that develops and commercializes minimally invasive technologies for sports medicine and orthopedic surgical procedures and it does not have a readily determinable fair value. Under the measurement alternative, the Trice investment is recorded at cost, less any impairment, plus or minus any changes resulting from observable price changes in orderly transactions for an identical or similar investment of the same issuer.

Financial instruments

9 Months Ended

Oct. 02, 2021

Debt Disclosure [Abstract]

Financial instruments

Long-term debt consists of the following:


	October 2, 2021		December 31, 2020
Term Loan due December 2024 (2.33% at October 2, 2021)	$	178,750	$	190,000
Less:
Current portion of long-term debt	(15,000)		(15,000)
Unamortized debt issuance cost	(889)		(1,098)
Unamortized discount	(424)		(524)
	$	162,437	$	173,378

The 2019 Credit Agreement requires the Company to comply with financial and other covenants. The Company complied with all covenants as of October 2, 2021. The 2019 Credit Agreement contains a $50,000 revolving credit facility, from which there were no outstanding borrowings as of October 2, 2021 and December 31, 2020.

The estimated fair value of the Term Loan as of October 2, 2021 was $180,421. The fair value of these obligations was determined by using a discounted cash flow model based on current market interest rates available to the Company. These inputs are corroborated by observable market data for similar obligations and are classified as Level 2 instruments within the fair value hierarchy.

On August 29, 2021, the Company amended the 2019 Credit Agreement (the First Amendment). The First Amendment provided additional flexibility allowing for future establishment and incurrence of a senior secured term loan facility (Term Loan Facility) in the aggregate principal amount of up to $262,000 plus, at the Company’s election, an amount sufficient to fund any original issue discount or upfront fees. The Term Loan Facility, if any, will be established pursuant to, and become effective upon the execution of a subsequent amendment, which will set forth the amount, terms and conditions of the Term Loan Facility. The proceeds of the Term Loan Facility, if any, would be available through a single draw on the closing date of the Misonix Merger and the Company would be required to use the proceeds to finance the cash consideration related to the Misonix Merger, to repay debt and related fees, premiums and expenses. After these uses, the remaining proceeds, if any, can be used for working capital needs and general corporate purposes. Concurrently with the Misonix Merger and the incurrence of the Term Loan Facility, if at all, the First Amendment requires a prepayment of $80,000 on the existing Term Loan under the 2019 Credit Agreement. Wells is providing committed financing through a Backstop Term Facility in the amount of $102,500 if additional capital is needed to fund the Misonix Merger. Please refer to Note 13. Subsequent events for further details concerning changes to the Company’s financial instruments.

The Company enters into interest rate swap agreements to limit its exposure to changes in the variable interest rate on its long-term debt. The Company has one non-designated interest rate swap agreement and has no other active derivatives. The swap is carried at fair value on the balance sheet (Refer to Note 5. Fair value measurements) with changes in fair value recorded as interest income or expense within the consolidated statements of operations and comprehensive (loss) income. Nominal net interest was recorded during the three months ended October 2, 2021 and September 26, 2020 related to the change in fair value of the interest rate swap. Net interest income of $1,391 and expense of $1,980 was recorded related to the change in fair value of the interest rate swap for the nine months ended October 2, 2021 and September 26, 2020, respectively.

The notional amount of the swap totaled $100,000, or 55.9% of the Term Loan outstanding principal at October 2, 2021. The swap locked in the variable portion of the interest rate on the $100,000 notional at 0.64%

The entire disclosure for information about short-term and long-term debt arrangements, which includes amounts of borrowings under each line of credit, note payable, commercial paper issue, bonds indenture, debenture issue, own-share lending arrangements and any other contractual agreement to repay funds, and about the underlying arrangements, rationale for a classification as long-term, including repayment terms, interest rates, collateral provided, restrictions on use of assets and activities, whether or not in compliance with debt covenants, and other matters important to users of the financial statements, such as the effects of refinancing and noncompliance with debt covenants.

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Fair value measurements

9 Months Ended

Oct. 02, 2021

Fair Value Disclosures [Abstract]

Fair value measurements

Fair value measurementsOur process for determining fair value has not changed from that described in the Company’s 2020 Annual Report on Form 10-K.

There were no assets measured at fair value on a recurring basis and there were no liabilities valued at fair value using Level 1 inputs. The following table provides information for liabilities measured at fair value on a recurring basis using Level 2 and Level 3 inputs:


	October 2, 2021						December 31, 2020
	Total		Level 2		Level 3		Total		Level 2		Level 3
Interest rate swap	$	211	$	211	$	—	$	1,602	$	1,602	$	—
Contingent consideration	44,292		—		44,292		—		—		—
Management incentive plan and liability- classified awards	—		—		—		40,303		—		40,303
Equity Participation Right	—		—		—		6,101		—		6,101
Total liabilities	$	44,503	$	211	$	44,292	$	48,006	$	1,602	$	46,404

Interest rate swap

The Company values interest rate swaps using discounted cash flows. Forward curves and volatility levels are used to estimate future cash flows that are not certain. These are determined using observable market inputs when available and based on estimates when not available. The fair value of the swap was recorded in the Company’s consolidated balance sheets within accrued liabilities. Changes in fair value are recognized as interest expense within the consolidated statements of operations and comprehensive (loss) income.

Contingent consideration

The Company initially values contingent consideration related to business combinations using a probability-weighted calculation of potential payment scenarios discounted at rates reflective of the risks associated with the expected future cash flows. Key assumptions used to estimate the fair value of contingent consideration include revenue and the probability of achieving the specific targets as discussed in Note 3. Business combinations and investments. After the initial valuation, the Company will use its best estimate to measure contingent consideration related to the Bioness Acquisition at each subsequent reporting period using the following unobservable Level 3 inputs:

Valuation Technique

Unobservable inputs

Range

Bioness contingent consideration

Discounted cash flow

Payment discount rate

5.0% - 6.8%

Payment period

2021 - 2025

The contingent consideration reported in the above table resulted from the March 30, 2021 Bioness acquisition, which is adjusted on a monthly basis based upon the passage of time or success or failure of achieving certain milestones. Refer to Note 3. Business combinations and investments for further details. Changes in contingent consideration related to the Bioness acquisition totaled $651 and $1,292 for the three and nine months ended October 2, 2021, respectively, which were recorded as the change in fair value of contingent consideration within the consolidated statements of operations and comprehensive (loss) income.

Management incentive plan (MIP) and liability-classified awards

BV LLC had operated two equity-based compensation plans, the management incentive plan (MIP) and the BV LLC Phantom Profits Interest Plan (Phantom Plan and, together with the MIP, the Plans), which were terminated on February 11, 2021 in connection with the Company’s IPO. Awards granted under the MIP Plan and the 2015 Phantom Units were liability-classified and the 2012 Phantom Units were equity-classified. Prior to the IPO and during the nine months ended October 2, 2021, the Company settled the remaining 183,078 units with the sole MIP awardee for $10,802. No awards under the Plans were granted post-IPO and the Phantom Plan awards will be settled 12 months following the termination. Vested awardees whose BV LLC employment terminated prior to the IPO will have their awards settled for $10,875, which is included in accrued equity-based compensation on the consolidated condensed balance sheets. Awardees that were active BV LLC employees at the IPO will receive an aggregate of 798,422 shares of Class A common stock.

The following table provides a reconciliation of the beginning and ending balances for the MIP and liability-classified awards at fair value using significant unobservable inputs or Level 3:


Balance at December 31, 2020	$	40,303
Change in fair value	(25,185)
Initial estimate (vesting)	829
Payments	(11,281)
Phantom plan conversion to Class A common stock	(4,666)
Balance at October 2, 2021	$	—

Equity Participation Right (EPR) Unit

Prior to the IPO, the Continuing LLC owner owned the only EPR Unit and its only entitlement was 0.55% of available distributions arising from a distribution event such as the IPO. The EPR Unit was redeemed in exchange for $3,327 in connection with the IPO in February 2021, at which time the EPR ceased to exist and all entitlements ended. The revaluation for the EPR liability is recognized in interest (income) expense on the consolidated statements of operations and comprehensive (loss) income.

The following table provides a reconciliation of the beginning and ending balances for the EPR Unit at fair value using significant unobservable inputs Level 3:


Balance at December 31, 2020	$	6,101
Change in fair value	(2,774)
Payment	(3,327)
Balance at October 2, 2021	$	—

Share-based Payment Arrangement [Abstract]

The entire disclosure for the fair value of financial instruments (as defined), including financial assets and financial liabilities (collectively, as defined), and the measurements of those instruments as well as disclosures related to the fair value of non-financial assets and liabilities. Such disclosures about the financial instruments, assets, and liabilities would include: (1) the fair value of the required items together with their carrying amounts (as appropriate); (2) for items for which it is not practicable to estimate fair value, disclosure would include: (a) information pertinent to estimating fair value (including, carrying amount, effective interest rate, and maturity, and (b) the reasons why it is not practicable to estimate fair value; (3) significant concentrations of credit risk including: (a) information about the activity, region, or economic characteristics identifying a concentration, (b) the maximum amount of loss the entity is exposed to based on the gross fair value of the related item, (c) policy for requiring collateral or other security and information as to accessing such collateral or security, and (d) the nature and brief description of such collateral or security; (4) quantitative information about market risks and how such risks are managed; (5) for items measured on both a recurring and nonrecurring basis information regarding the inputs used to develop the fair value measurement; and (6) for items presented in the financial statement for which fair value measurement is elected: (a) information necessary to understand the reasons for the election, (b) discussion of the effect of fair value changes on earnings, (c) a description of [similar groups] items for which the election is made and the relation thereof to the balance sheet, the aggregate carrying value of items included in the balance sheet that are not eligible for the election; (7) all other required (as defined) and desired information.

+ References + Details

Equity-based compensation

9 Months Ended

Oct. 02, 2021

Equity-based compensation

Terminated plans

Prior to the IPO, BV LLC operated two equity-based compensation plans, the MIP and the Phantom Plan, which were terminated on February 11, 2021 in conjunction with the IPO. Prior to the Plans termination, during the nine months ended October 2, 2021, (i) the Company granted 90,000 Phantom Plan units; (ii) there were no MIP awards granted; (iii) 900 Phantom Plan units were forfeited and (iv) other Phantom Units were redeemed for $479. Compensation expense related to the Phantom Plan of $829 for the nine months ended October 2, 2021. This amount excludes the $25,185 decrease in fair market value of accrued equity-based compensation due to adjustments to reflect the difference between the expected pricing from the pending IPO and the actual offering price, of which $1,777 was recorded in research and development expense within the consolidated statement of operations and comprehensive (loss) income for the nine months ended October 2, 2021. Compensation expense of $1,390 and $2,468 was recorded for the three and nine months ended September 26, 2020, excluding a $6,000 fair market value increase and a $1,849 fair market value decrease, respectively, within accrued equity-based compensation due to the impact of COVID-19 on the market and economy.

2021 Plan

The Company operates an equity-based compensation plan (2021 Plan). The 2021 Plan is designed to grant incentive awards to eligible employees and other service providers in order to attract, motivate and retain the talent for which the Company competes. The 2021 Plan allows for the issuance of stock options (incentive and nonqualified), restricted stock, dividend equivalents, restricted stock units (RSUs), other stock-based awards, and cash awards. (collectively, Awards). Generally, non-cash Awards granted under the 2021 Plan are equity-classified. As of October 2, 2021, 7,592,476 shares of Class A common stock were authorized to be awarded and 1,919,555 shares were available for award. The number of shares available for issuance will be increased annually on January 1 of each calendar year beginning in 2022 through 2031, equal to the lesser of (i) 4.5% of the shares of our Class A common stock outstanding on the final day of the immediately preceding calendar year and (ii) a smaller number of shares as determined by the Company’s BOD.

Equity-based compensation expense of $5,799 and $13,521 was recognized for the three and nine months ended October 2, 2021, respectively, for Awards granted under the 2021 Plan. The expense is primarily included in selling, general and administrative expense with a nominal amount in research and development expense on the consolidated statement of operations and comprehensive (loss) income based upon the classification of the employee. There was no income tax benefit related to this expense for the three and nine months ended October 2, 2021.

Restricted Stock Units

During the three and nine months ended October 2, 2021, the Company granted employees and non-employee directors time-based RSUs which vest at various dates through September 7, 2025. The compensation expense, which represents the fair value of the stock measured at the market price on the date of grant, is recognized over the vesting period, which is typically between 1 and 4 years.

No RSUs were vested or settled during the three and nine months ended October 2, 2021. Unamortized compensation expense related to the RSUs amounted to $10,500 at October 2, 2021, and is expected to be recognized over a weighted average period of approximately 0.72 years. A summary of the RSU award activity for the nine months ended October 2, 2021 is as follows (number of units in thousands):


	Number of units	Weighted-average grant-date fair value per unit
Outstanding at December 31, 2020	—	$	—
Granted	945	14.38
Outstanding at April 3, 2021	945	14.38
Granted	2	14.90
Forfeited/canceled	(4)	13.53
Outstanding at July 3, 2021	943	14.38
Granted	38	15.08
Forfeited/canceled	(4)	14.19
Outstanding at October 2, 2021	977	$	14.41

Stock Options

During the three and nine months ended October 2, 2021, the Company granted employees time-based stock options which vest over 2 to 4 years following the date of grant and expire within 10 years. The fair value of time-based stock options is determined using the Black-Scholes valuation model, with such value recognized as expense over the service period, which is typically 2 to 4 years, net of actual forfeitures. A summary of the Company’s assumptions used in determining the fair value of the stock options granted during the nine months ended October 2, 2021 is shown in the following table.


Risk-free interest rate	0.59% - 1.19%
Expected dividend yield	—	%
Expected stock price volatility	32.9% - 33.5%
Expected life of stock options	5.75- 6.25
Weighted-average fair value of stock options granted	$4.21 - 5.29

The expected term of the options granted is estimated using the simplified method. Expected volatility is based on the historical volatility of the Company’s peers common stock. The risk-free interest rate is determined based upon a constant U.S. Treasury security rate with a contractual life that approximates the expected term of the option.

No options vested or were exercisable during the nine months ended October 2, 2021. Unamortized compensation expense related to the options amounted to $16,161 at October 2, 2021, and is expected to be recognized over a weighted average period of approximately 1.20 years. A summary of stock option activity is as follows for the nine months ended October 2, 2021 (number of options in thousands):


	Number of options	Weighted-average exercise price		Weighted average remaining contractual term
Outstanding at December 31, 2020	—	$	—
Granted	4,621	13.03
Outstanding at April 3, 2021	4,621	13.03
Granted	4	14.90
Outstanding at July 3, 2021	4,625	13.03
Granted	75	14.90
Forfeited/canceled	(4)	13.00
Outstanding at October 2, 2021	4,696	$	13.06	3.1 years

The aggregate intrinsic value of options outstanding as of October 2, 2021 was $6,061 and is calculated as the difference between the exercise price of the underlying options and the market price of the Company’s common stock for options that had exercise prices lower than $14.33, the closing price of the Company’s stock on October 1, 2021.

Employee Stock Purchase Plan

In February 2021, in connection with the IPO, the Company began operating the 2021 Employee Stock Purchase Plan (ESPP). The ESPP provides for the issuance of shares of the Company’s common stock to eligible employees of the Company and its subsidiaries that elect to participate in the plan and purchase shares of common stock through payroll deductions (including executive officers).

During each enrollment period, eligible employees may designate between 1% and 15% of their compensation to be deducted for the purchase of common stock under the plan (or such other percentage in order to comply with regulations applicable to employees domiciled in or resident of a member state of the European Union). The purchase price of the shares under the ESPP is equal to 85% of the fair market value on the first day of the offering period or, if lower, on the last day of the offering period.

As of October 2, 2021, the aggregate number of shares reserved for issuance under the ESPP was 483,617. A total of 34,640 and 58,703 shares were issued and $139 and $214 of expense was recognized during the three and nine months ended October 2, 2021, respectively.

Earnings per share

9 Months Ended

Oct. 02, 2021

Earnings Per Share [Abstract]

Earnings per share

The following table sets forth the computation of basic and diluted loss per share of Class A common stock for the period following the Transactions (amounts in thousands, except share and per share data):



	Three Months Ended October 2, 2021		February 16, 2021 through October 2, 2021
Numerator:
Net loss	$	(2,269)	$	(14,498)
Net loss attributable to noncontrolling interests	1,198		8,260
Net loss attributable to Bioventus Inc. Class A common stockholders	$	(1,071)	$	(6,238)

Denominator:
Weighted-average shares of Class A common stock outstanding - basic and diluted	41,837,581		41,816,706

Net loss per share of Class A common stock, basic and diluted	$	(0.03)	$	(0.15)

Shares of Class B common stock do not share in the losses of the Company and are therefore not participating securities. As such, separate presentation of basic and diluted losses per share of Class B common stock under the two-class method has not been presented.

The following number of weighted-average potentially dilutive shares as of October 2, 2021 were excluded from the calculation of diluted loss per share because the effect of including such potentially dilutive shares would have been antidilutive upon conversion:


	Three Months Ended October 2, 2021	Nine Months Ended October 2, 2021
LLC Interests held by Continuing LLC Owner(a)	15,786,737	15,786,737
Stock options	4,657,637	4,624,655
RSUs	961,429	838,818
Unvested shares of Class A common stock	26,946	30,530
Total	21,432,749	21,280,740

(a)Class A Shares reserved for future issuance upon redemption or exchange of LLC Interests by Continuing LLC Owner.

Restructuring costs

9 Months Ended

Oct. 02, 2021

Restructuring and Related Activities [Abstract]

Restructuring costs

The Company completed a restructuring plan during the fourth quarter of 2020 and the remaining $247 accrued liabilities were paid during the nine months ended October 2, 2021.

In the third quarter of 2021, the Company adopted a restructuring plan for a business recently acquired to reduce headcount, reorganize management structure and consolidate certain facilities. The Company expects total charges related to this restructuring plan to be $2,900 and expects the plan will be completed in the first quarter of 2022. Total pre-tax charges of $1,798, for severance and other labor expenses were recorded in restructuring costs within the consolidated condensed statements of operations and comprehensive (loss) income for the three and nine months ended October 2, 2021. The Company’s restructuring charges and payments for all plans comprised of the following:


	Employee severance and temporary labor costs		Other charges		Total
Balance at December 31, 2020	$	166	$	81	$	247
Expenses incurred	1,798		—		1,798
Payments made	(852)		(81)		(933)
Balance at October 2, 2021	$	1,112	$	—	$	1,112

Income taxes	9 Months Ended
Income taxes	Oct. 02, 2021
Income Tax Disclosure [Abstract]
Income taxes	Income taxes As a result of the Transactions, Bioventus Inc. became the sole managing member of BV LLC, which is treated as a partnership for U.S. federal and most applicable state and local income tax purposes. As a partnership, BV LLC is not subject to U.S. federal and certain state and local income taxes. Any taxable income or loss generated by BV LLC is passed through to and included in the taxable income or loss of its members, including the Company following the Transactions, on a pro rata basis. Bioventus Inc. is subject to U.S. federal income taxes, in addition to state and local income taxes with respect to its allocable share of any taxable income of BV LLC following the Transactions. The Company is also subject to taxes in foreign jurisdictions. The tax provision for interim periods is determined using an estimate of the Company's annual effective tax rate, adjusted for discrete items, if any, that arise during the period. Each quarter, the Company updates its estimate of its annual effective tax rate, and if the estimated annual effective tax rate changes, the Company makes a cumulative adjustment in such period. The quarterly tax provision, and estimate of the Company's annual effective tax rate, are subject to variation due to several factors, including variability in pre-tax income (or loss), the mix of jurisdictions to which such income relates, changes in how the Company conducts business, and tax law developments. For the three months ended October 2, 2021 and September 26, 2020 the Company's estimated effective tax rate was 28.0% and 4.5%, respectively. For the nine months ended October 2, 2021 and September 26, 2020 the Company's estimated effective tax rate was 6.2% and 2.4%, respectively. The increase was primarily driven by the change in structure resulting from the IPO and associated Up C structure as well as the impact of non-deductible stock option expense during 2021. Upon finalizing the 2020 tax returns of the entities involved in the Merger, the Company recorded an increase in the estimated tax receivable of $7,437 with an offset to additional paid-in capital. The refunds were the result of certain distributions paid in accordance with the LLC agreement. The Company recorded deferred taxes with the offset to additional paid-in capital in connection with the Transaction. The deferred tax asset of $481 was due to tax credits and the deferred tax liability of $45,998 was for the difference between the book value and the tax basis of the Company’s investment in BV LLC. The Company maintains a valuation allowance on certain deferred tax assets that has determined are not more-likely-than-not to be realizable. The Company assesses the need for an adjustment to this valuation allowance on a quarterly basis. The assessment is based on estimates of future sources of taxable income for the jurisdictions in which the Company operates and the periods over which deferred tax assets will be realizable. In the event the Company determines that it will be able to realize all or part of its net deferred tax assets in the future, all or part of the valuation allowance will be reversed in the period in which the Company makes such determination. The release of all or part of the valuation allowance against deferred tax assets may cause greater volatility in the effective tax rate in the periods in which it is reversed. Tax Receivable Agreement The Company expects to obtain an increase in the share of the tax basis of the assets of BV LLC when LLC Interests are redeemed or exchanged by the Continuing LLC Owner and other qualifying transactions. This increase in tax basis may have the effect of reducing the amounts that the Company would otherwise pay in the future to various tax authorities. The increase in tax basis may also decrease gains (or increase losses) on future dispositions of certain capital assets to the extent tax basis is allocated to those capital assets. On February 16, 2021, the Company entered into a tax receivable agreement (TRA) with the Continuing LLC Owner that provides for the payment by the Company to the Continuing LLC Owner of 85% of the amount of tax benefits, if any, that the Company actually realizes as a result of (i) increases in the tax basis of assets of BV LLC resulting from any redemptions or exchanges of LLC Interests or any prior sales of interests in BV LLC and (ii) certain other tax benefits related to our making payments under the TRA. The Company will maintain a full valuation allowance against deferred tax assets related to the tax attributes generated as a result of redemptions of LLC Interests or exchanges described above until it is determined that the benefits are more-likely-than-not to be realized. As of October 2, 2021, Continuing LLC Owner had not exchanged LLC Interests for shares of Class A common stock and therefore the Company had not recorded any liabilities under the TRA.

The entire disclosure for income taxes. Disclosures may include net deferred tax liability or asset recognized in an enterprise's statement of financial position, net change during the year in the total valuation allowance, approximate tax effect of each type of temporary difference and carryforward that gives rise to a significant portion of deferred tax liabilities and deferred tax assets, utilization of a tax carryback, and tax uncertainties information.

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-Paragraph 2
-Subparagraph (a)
-URI http://asc.fasb.org/extlink&oid=6424122&loc=d3e41874-109331

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 235
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(h)(2))
-URI http://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690

Commitments and Contingencies Disclosure [Abstract]

Commitments and contingencies

9 Months Ended

Oct. 02, 2021

Commitments and contingencies

Leases

The Company leases its office facilities as well as other property, vehicles and equipment under operating leases. The Company also leases certain office equipment under nominal finance leases. The remaining lease terms range from 1 month to 7 years.

The components of lease cost were as follows:


	Three Months Ended				Nine Months Ended
	October 2, 2021		September 26, 2020		October 2, 2021		September 26, 2020
Operating lease cost	$	885	$	651	$	2,499	$	1,943
Short-term lease cost(a)	153		81		482		285



Total lease cost	$	1,038	$	732	$	2,981	$	2,228

(a)Includes variable lease cost and sublease income, which are immaterial.

Supplemental cash flow information and non-cash activity related to operating leases were as follows:


	Nine Months Ended
	October 2, 2021		September 26, 2020
Operating cash flows from operating leases	$	2,598	$	1,920

Supplemental balance sheet and other information related to operating leases were as follows:


	October 2, 2021			December 31, 2020
Operating lease assets	$	16,938		$	14,961

Operating lease liabilities- current	$	2,956		$	1,960
Operating lease liabilities- noncurrent	15,223			14,108
Total operating lease liabilities	$	18,179		$	16,068








Weighted average remaining lease term (years)	6.0			7.2

Weighted average discount rate	4.4		%	5.0		%

Product Recall

In December 2020, the Company voluntarily recalled our ultrasound gel, an accessory to one of the Restorative Therapies product. The Company has incurred $2,061 in total costs associated with this recall. Reserves of $126 and $1,684 were recorded within accrued liabilities on the consolidated balance sheets at October 2, 2021 and December 31, 2020, respectively.

Legal Contingencies

In the normal course of business, the Company periodically becomes involved in various claims and lawsuits, and governmental proceedings and investigations that are incidental to the business. The Company accrues a liability when a loss is considered probable and the amount can be reasonably estimated. When a material loss contingency is reasonably possible but not probable, the Company does not record a liability, but instead discloses the nature and the amount of the claim, and an estimate of the loss or range of loss, if such an estimate can be made. Legal fees are expensed as incurred. In the opinion of management, the outcome of any existing claims and legal or regulatory proceedings, other than the specific matters described below, if decided adversely, is not expected to have a material adverse effect on the Company's business, financial condition, results of operations, or cash flows.

With respect to governmental proceedings and investigations, like other companies in our industry, the Company is subject to extensive regulation by national, state and local governmental agencies in the U.S. and in other jurisdictions in which the Company operates. As a result, interaction with governmental agencies is ongoing. The Company’s standard practice is to cooperate with regulators and investigators in responding to inquiries.

On September 15, 2021, a purported stockholder of Misonix filed an action in the United States District Court for the Eastern District of New York, captioned Stein v. Misonix, Inc., et al., Case No. 2:21-cv-05127 (E.D.N.Y.) (the Stein Complaint). The Stein Complaint names Misonix and members of its board of directors as defendants. On September 16, 2021, a purported stockholder of Misonix filed an action in the United States District Court for the Southern District of New York, captioned Ciccotelli v. Misonix, Inc. et al., Case No. 1:21-cv-07773 (S.D.N.Y.) against Misonix, members of its board of directors, the Company, and its subsidiaries, Merger Sub I and Merger Sub II, as defendants. On October 12, 2021, another purported stockholder of Misonix filed an action in the United States District Court for the Eastern District of New York, captioned Rubin v. Misonix, Inc. et al., Case No. 1:21-cv-05672 (S.D.N.Y.) (the Rubin Complaint) and on October 15, 2021, another purported stockholder of Misonix filed an action in the United States District Court for the Southern District of New York, captioned Taylor v. Misonix, Inc. et al., Case No. 1:21-cv-08513 (S.D.N.Y.) (the Taylor Complaint). The Rubin Complaint and the Taylor Complaint name Misonix and members of its board of directors as defendants.

Each of the complaints asserts claims under Section 14(a) and Section 20(a) of the Exchange Act and SEC Rule 14a-9, challenging the adequacy of disclosures in the proxy statement/prospectus filed with the SEC on September 8, 2021 or the Definitive Proxy Statement filed with the SEC on September 24, 2021, regarding Misonix and/or Bioventus’ projections and J.P. Morgan’s financial analysis. The complaints seek, among other relief, (i) injunctive relief preventing the parties from proceeding with the merger, (ii) rescission in the event that the merger is consummated, and (iii) an award of costs, including attorneys’ and experts’ fees.

The Company and/or Misonix stockholders may file additional lawsuits challenging the merger, which may name the Company, Misonix, members of the Board of Directors for the Company or Misonix and/or others as defendants. No assurance can be made as to the outcome of such lawsuits or the complaint, including the amount of costs associated with defending, or any other liabilities that may be incurred in connection with the litigation of, such claims.

Prior to the closing of our acquisition of Bioness, Bioness had been named as a defendant in a lawsuit, for which we are indemnified under the indemnification provisions contained in the Bioness Merger Agreement. The case relates to an action brought in February 2021 in the Delaware State Court of Chancery by a former minority shareholder and director of Bioness, seeking a temporary restraining order contesting our acquisition of Bioness. While the complaint to block the Bioness acquisition was dismissed by the court, a separate action was brought against the Company under the indemnification provisions of the Bioness Certificate of Incorporation to recover attorney fees and other expenses totaling approximately $2,000 incurred by the director and shareholder in connection with the dismissed case.

On August 19, 2021, the court issued a ruling granting, in part, plaintiff’s motion for summary judgment, awarding plaintiff attorney’s fees and related expenses incurred in connection with performance of the plaintiff’s directorial duties, and denying fees and expenses incurred in a non-director capacity. In its ruling, the Court’s order also directed the parties to agree upon a process that will govern the payment of and challenges to plaintiff’s payment requests and required Bioness to pay 50% of the demanded amount into escrow if more than 50% of the total invoiced amount was in dispute. Pursuant to the court’s order, to date, Bioness has paid approximately $1,000 into escrow and continues to meet and confer with the plaintiff to resolve all matters relating to this proceeding.

The Company is presently unable to predict the duration, scope, or result of the foregoing proceedings. As such, the Company is presently unable to develop a reasonable estimate of a possible loss or range of losses, if any, related to these matters. While the Company intends to defend these matters vigorously, the outcome of such litigation or any other litigation is necessarily uncertain.

Other matters

On August 23, 2019, the Company was assigned a third-party license on a product currently in development and the Company is subject to a 3% royalty on certain commercial sales, or a nominal minimum amount per quarter, beginning in 2023.

On May 29, 2019, the Company and the Musculoskeletal Transplant Foundation, Inc. d/b/a MTF Biologics (MTF), entered into a collaboration and development agreement to develop one or more products for orthopedic application to be commercialized by the Company and supplied by MTF (the Development Agreement). The first phase has been completed. Additional fees for the subsequent phases will be determined as the development work progresses. The Development Agreement continues until the date when the parties execute a supply agreement for the commercial products.

On December 9, 2016, the Company entered into an amended and restated license agreement for the exclusive U.S. distribution and commercialization rights of a single injection osteoarthritis (OA) product with the supplier of the Company’s single injection OA product for the non-U.S. market. The agreement requires the Company to meet annual minimum purchase requirements and pay royalties on net sales. Royalties related to this agreement totaled $3,677 and $3,069 during the three months ended October 2, 2021 and September 26, 2020, respectively, and $9,602 and $7,038 during the nine months ended October 2, 2021 and September 26, 2020, respectively. These royalties are included in cost of sales on the consolidated statement of operations and comprehensive (loss) income.

As part of a supply agreement entered on February 9, 2016 for the Company’s three injection OA product, the Company is subject to annual minimum purchase requirements for 10 years. After the initial 10 years, the agreement will automatically renew for an additional 5 years unless terminated by the Company or the seller in accordance with the agreement.

As part of a supply agreement for the Company’s five injection OA product, that was amended and restated on December 22, 2020, the Company is subject to annual minimum purchase requirements for 8 years.

The Company has an exclusive license agreement for bioactive bone graft putty. The Company is required to pay a royalty on all commercial sales revenue from the licensed products with a minimum annual royalty payment through 2023, the date the agreement will expire, upon the expiration of the patent held by the licensor. These royalties are included in cost of sales on the consolidated statement of operations and comprehensive (loss) income.

From time to time, the Company causes letters of credit (LOCs) to be issued to provide credit support for guarantees, contractual commitments and insurance policies. The fair values of the LOCs reflect the amount of the underlying obligation and are subject to fees payable to the issuers, competitively determined in the marketplace. As of October 2, 2021 and December 31, 2020, the Company had one LOC outstanding for a nominal amount.

The Company currently maintains insurance for risks associated with the operation of its business, provision of professional services and ownership of property. These policies provide coverage for a variety of potential losses, including loss or damage to property, bodily injury, general commercial liability, professional errors and omissions and medical malpractice. The Company is self-insured for health insurance covering most of its employees located in the United States. The Company maintains stop-loss insurance on a “claims made” basis for expenses in excess of $200 per member per year.

Revenue recognition

9 Months Ended

Oct. 02, 2021

Revenue from Contract with Customer [Abstract]

Revenue recognition

Our policies for recognizing sales have not changed from those described in the Company’s 2020 Annual Report on Form 10-K. The Company attributes net sales to external customers to the U.S. and to all foreign countries based on the legal entity from which the sale originated. The following table presents our net sales by segment disaggregated by geographic markets and major products (Vertical) as follows:


	Three Months Ended				Nine Months Ended
	October 2, 2021		September 26, 2020		October 2, 2021		September 26, 2020
Primary geographic markets:
U.S.	$	99,162	$	78,886	$	272,382	$	204,022
International	9,728		7,022		28,102		18,548
Total net sales	$	108,890	$	85,908	$	300,484	$	222,570
Vertical:
Pain Treatments and Joint Preservation	$	60,635	$	48,781	$	158,869	$	118,932
Restorative Therapies	30,475		20,000		84,807		61,433
Bone Graft Substitutes	17,780		17,127		56,808		42,205
Total net sales	$	108,890	$	85,908	$	300,484	$	222,570

The entire disclosure of revenue from contract with customer to transfer good or service and to transfer nonfinancial asset. Includes, but is not limited to, disaggregation of revenue, credit loss recognized from contract with customer, judgment and change in judgment related to contract with customer, and asset recognized from cost incurred to obtain or fulfill contract with customer. Excludes insurance and lease contracts.

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-URI http://asc.fasb.org/topic&trid=49130388

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
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Segments

9 Months Ended

Oct. 02, 2021

Segment Reporting [Abstract]

Segments

The Company’s two reportable segments are U.S. and International. The Company’s products are primarily sold to orthopedists, musculoskeletal and sports medicine physicians, podiatrists, neurosurgeons and orthopedic spine surgeons, as well as to their patients. The Company does not disclose segment information by asset as the Chief Operating Decision Maker does not review or use it to allocate resources or to assess the operating results and financial performance. Segment adjusted EBITDA is the segment profitability metric reported to the Company’s Chief Operating Decision Maker for purposes of decisions about allocation of resources to, and assessing performance of, each reportable segment.

The following table presents segment adjusted EBITDA reconciled to (loss) income before income taxes:


	Three Months Ended				Nine Months Ended
	October 2, 2021		September 26, 2020		October 2, 2021		September 26, 2020
Segment adjusted EBITDA
U.S.	$	19,782	$	21,649	$	46,929	$	42,800
International	1,533		1,452		5,343		1,489
Depreciation and amortization	(8,522)		(7,276)		(23,185)		(21,789)
Interest expense	(1,347)		(1,880)		(152)		(7,095)
Equity compensation	(5,938)		(7,390)		10,621		(619)
Restructuring costs	(1,798)		—		(1,798)		—
COVID-19 benefits, net	—		3,057		—		4,158
Succession and transition charges	—		(771)		(344)		(5,345)
Foreign currency impact	(17)		98		47		58
Acquisition and integration costs	(1,575)		—		(6,604)		—
Inventory step-up costs	—		—		(2,106)		—
Equity loss in unconsolidated investments	(419)		—		(1,320)		—
Change in fair value of contingent consideration	(651)		—		(1,292)		—
Impairments related to variable interest entity	—		—		(7,043)		—
Other non-recurring costs	(4,199)		(601)		(6,858)		(884)
(Loss) income before income taxes	$	(3,151)	$	8,338	$	12,238	$	12,773

The entire disclosure for reporting segments including data and tables. Reportable segments include those that meet any of the following quantitative thresholds a) it's reported revenue, including sales to external customers and intersegment sales or transfers is 10 percent or more of the combined revenue, internal and external, of all operating segments b) the absolute amount of its reported profit or loss is 10 percent or more of the greater, in absolute amount of 1) the combined reported profit of all operating segments that did not report a loss or 2) the combined reported loss of all operating segments that did report a loss c) its assets are 10 percent or more of the combined assets of all operating segments.

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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Organization, Consolidation and Presentation of Financial Statements [Abstract]

Subsequent events

9 Months Ended

Oct. 02, 2021

Subsequent Events [Abstract]

Subsequent events

Financial Instruments

On October 25, 2021, the Company borrowed $20,000 on the Revolver.

On October 29, 2021, the Company amended the 2019 Credit Agreement (the Second Amendment) and prepaid $80,000 on the existing Term Loan under the 2019 Credit Agreement. Upon executing the Second Amendment and making the prepayment, the amended 2019 Credit Agreement is comprised of a $360,750 term loan (Amended Term Loan) and the $50,000 revolving facility. All obligations under the Second Amendment remain guaranteed by the Company and certain of the Company’s wholly owned subsidiaries. Substantially all the assets of the Company collateralize the obligations under the Second Amendment.

During October 2021, the Company paid financing costs totaling $2,867 as a result of the Second Amendment of which $1,003 was capitalized on the consolidated condensed balance sheet as deferred financing costs. The remaining $1,864 and an additional $277 in deferred costs were recorded in selling, general and administrative expense and interest expense, respectively, comprising a total loss on debt retirement and modification of $2,141.

The Amended Term Loan and Revolver mature on October 29, 2026. As of October 29, 2021, $357,562 was outstanding on the Amended Term Loan, net of an original issue discount of $1,438 and deferred financing costs of $1,750. Scheduled quarterly principal payments are as follows with the final payment of $225,469 at Maturity:


	Quarterly payment
2022	$	4,509
2023 and 2024	$	6,764
2025 and 2026	$	9,019

As of October 29, 2021, following the Second Amendment, the interest rate on the 1-month Eurodollar loan including the initial margin of 2.00% was 2.09%. Loan margin is adjusted after the quarterly financial statements are delivered to the lenders in accordance with the amended pricing grid below:


Leverage ratio	Eurodollar		BR
> 2.50 to 1.00	2.00	%	1.00	%
>1.50 to 1.00 and < 2.50 to 1.00	1.75	%	0.75	%
> 0.75 to 1.00 and < 1.50 to 1.00	1.50	%	0.50	%
< 0.75 to 1.00	1.25	%	0.25	%

The commitment fee rate increased to 0.30% through December 31, 2021 and is adjusted after the quarterly financial statements are delivered to lenders based on the amended pricing grid below:


Leverage ratio	Commitment fee rate
> 2.50 to 1.00	0.30	%
>1.50 to 1.00 and < 2.50 to 1.00	0.25	%
> 0.75 to 1.00 and < 1.50 to 1.00	0.20	%
< 0.75 to 1.00	0.15	%

Contractual maturities of long-term debt as of October 29, 2021, were as follows:


2022	$	18,038
2023	27,056
2024	27,056
2025	36,075
2026 and thereafter	252,525
Deferred financing costs	(1,750)
Original issue discount	(1,438)
Total long-term debt	357,562
Less current portion	(13,528)
Total	$	344,034

Misonix Merger

On October 29, 2021, the Misonix Merger closed after regulatory, Bioventus stockholder and Misonix stockholder approvals were obtained and customary closing conditions were met. The consideration for Misonix is comprised of the following:


	Common Shares	Price per Share		Amount
Cash				$	182,988
Bioventus Class A shares	18,340,790	$	14.97	274,562
Value of Misonix options settled in Bioventus options				22,624
Merger consideration				480,174
Other cash consideration				33,004
Total Misonix consideration				$	513,178

The Company funded the cash portion of the acquisition, partial prepayment of the Company’s existing debt obligations and extinguishment of Misonix’s existing debt obligations through the issuance of new debt described above and cash on hand. The Company incurred $2,970 and $3,162 in acquisition costs during the three and nine months ended October 2, 2021, respectively, which are included in selling general and administrative expense within the consolidated condensed statement of operations and other comprehensive (loss) income. The disclosures required by ASC 805 have not been included for the acquisition as the transaction was recently consummated and the initial purchase accounting is incomplete.

Organization (Policies)	9 Months Ended
Organization (Policies)	Oct. 02, 2021
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Recent accounting pronouncements	Recent accounting pronouncements The Company has elected to comply with non-accelerated public company filer effective dates of adoption. Therefore, the required effective dates for adopting new or revised accounting standards as described below are generally earlier than when emerging growth companies are required to adopt. Accounting Pronouncements Recently Adopted In December 2019, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update 2019-12, Income Taxes (ASU 2019-12), which amended the accounting for income taxes. ASU 2019-12 eliminates certain exceptions to the guidance for income taxes related to the approach for intraperiod tax allocation, the methodology for calculating income taxes in an interim period and the recognition of deferred tax liabilities for outside basis differences as well as simplifying aspects of the accounting for franchise taxes and enacted changes in tax laws or rates and clarifies the accounting for transactions that result in a step-up in the tax basis of goodwill. The Company adopted ASU 2019-12 on January 1, 2021 and it did not have a material impact on its consolidated financial statements.

Balance sheet information (Tables)

9 Months Ended

Oct. 02, 2021

Schedule of Cash and Cash Equivalents

A summary of cash and cash equivalents and restricted cash is as follows:


	October 2, 2021		December 31, 2020
Cash and cash equivalents	$	80,917	$	86,839
Restricted cash	50,000		—
	$	130,917	$	86,839

Schedule of Restrictions on Cash and Cash Equivalents

A summary of cash and cash equivalents and restricted cash is as follows:


	October 2, 2021		December 31, 2020
Cash and cash equivalents	$	80,917	$	86,839
Restricted cash	50,000		—
	$	130,917	$	86,839

Schedule of Accounts Receivable

Accounts receivable, net of allowances, consisted of the following as of:


	October 2, 2021		December 31, 2020
Accounts receivable	$	108,504	$	92,273
Less: Allowance for credit losses	(3,062)		(3,990)
	$	105,442	$	88,283

Summary of Accounts Receivable, Allowance for Credit Loss

Changes in credit losses were as follows:


	Three Months Ended				Nine Months Ended
	October 2, 2021		September 26, 2020		October 2, 2021		September 26, 2020
Beginning balance	$	(3,019)	$	(5,249)	$	(3,990)	$	(4,146)
Recovery (provision)	(221)		73		138		(1,089)
Write-offs	243		376		927		628
Recoveries	(65)		(84)		(137)		(277)
Ending balance	$	(3,062)	$	(4,884)	$	(3,062)	$	(4,884)

Schedule of Inventory

Inventory consisted of the following as of:


	October 2, 2021		December 31, 2020
Raw materials and supplies	$	3,381	$	3,665
Finished goods	34,710		26,323
Gross	38,091		29,988
Excess and obsolete reserves	(1,526)		(868)
	$	36,565	$	29,120

Schedule of Accrued Liabilities

Accrued liabilities consisted of the following as of:


	October 2, 2021		December 31, 2020
Gross-to-net deductions	$	63,195	$	43,656
Bonus and commission	16,483		15,188
Compensation and benefits	6,987		5,875
Income and other taxes	21		2,434
Other liabilities	20,868		21,034
	$	107,554	$	88,187

Business combinations and investments (Tables)

9 Months Ended

Oct. 02, 2021

Business Combination and Asset Acquisition [Abstract]

Schedule of Business Acquisitions, by Acquisition

The consideration paid for Bioness is comprised of the following:


	Consideration
Cash consideration at closing	$	48,933
Contingent consideration at fair value	43,000
Total Bioness consideration	$	91,933

The consideration for Misonix is comprised of the following:


	Common Shares	Price per Share		Amount
Cash				$	182,988
Bioventus Class A shares	18,340,790	$	14.97	274,562
Value of Misonix options settled in Bioventus options				22,624
Merger consideration				480,174
Other cash consideration				33,004
Total Misonix consideration				$	513,178

Schedule of Recognized Identified Assets Acquired and Liabilities Assumed

The following table summarizes the preliminary fair values of the assets acquired and liabilities assumed at the acquisition date and the resulting goodwill, which is expected to be deductible for tax purposes:


Fair value of consideration	$	91,933
Assets acquired and liabilities assumed:
Cash and cash equivalents	2,143
Accounts receivable	4,124
Inventory	7,318
Prepaid and other current assets	1,947
Property and equipment	673
Intangible assets	86,250
Operating lease assets	3,616
Other assets	132
Accounts payable and accrued liabilities	(11,405)
Other current liabilities	(1,020)
Other liabilities	(4,930)
Net assets acquired	88,848
Resulting goodwill(a)	$	3,085

(a)The U.S. segment was allocated the resulting goodwill from the Bioness acquisition.

Schedule of Finite-Lived Intangible Assets Acquired as Part of Business Combination

The following table summarizes the preliminary fair values of identifiable intangible assets and their useful lives:


	Useful Life (in years)	Fair Value
Intellectual property	10 years	$	44,750
IPR&D	N/A	41,250
Customer relationships	2 years	250
		$	86,250

Business Acquisition, Pro Forma Information

Consolidated unaudited pro forma results of operations for the Company are presented below assuming the Bioness Acquisition had occurred January 1, 2020. Pro forma operating results for the three and nine months ended September 26, 2020 include operating expenses of $1,575 and $8,710, respectively, for acquisition integration costs and inventory related adjustments.


	Three Months Ended				Nine Months Ended
	October 2, 2021		September 26, 2020		October 2, 2021		September 26, 2020
Net sales	$	108,890	$	94,907	$	309,431	$	252,477
Net (loss) income	$	(694)	$	2,816	$	15,608	$	(8,591)
Weighted-average shares of Class A common stock outstanding, basic and diluted(1):	$	—			$	(0.08)
(1) Per share information for the nine months ended October 2, 2021 represents loss per share of Class A common stock and weighted-average shares of Class A common stock outstanding from February 16, 2021 through October 2, 2021, the period following Bioventus Inc.'s initial public offering and related transactions described in Note 1. Organization and Note 7. Earnings per share.

Schedule of Variable Interest Entities


	December 31, 2020
Cash and cash equivalents	$	803
Property and equipment, net	173
Intangible assets, net	5,635
Operating lease assets	178
Other assets	74
	$	6,863

Accounts payable and accrued liabilities	$	366
Other current liabilities	2,004
Other long-term liabilities	659
	$	3,029

Schedule of Long-term Debt Instruments

Tabular disclosure of the significant judgments and assumptions made in determining whether a variable interest (as defined) held by the entity requires the variable interest entity (VIE) (as defined) to be consolidated and (or) disclose information about its involvement with the VIE, individually or in aggregate (as applicable); the nature of restrictions, if any, on the consolidated VIE's assets and on the settlement of its liabilities reported by an entity in its statement of financial position, including the carrying amounts of such assets and liabilities; the nature of, and changes in, the risks associated with involvement in the VIE; how involvement with the VIE affects the entity's financial position, financial performance, and cash flows; the lack of recourse if creditors (or beneficial interest holders) of the consolidated VIE have no recourse to the general credit of the primary beneficiary (if applicable); the terms of arrangements, giving consideration to both explicit arrangements and implicit variable interests, if any, that could require the entity to provide financial support to the VIE, including events or circumstances that could expose the entity to a loss; the methodology used by the entity for determining whether or not it is the primary beneficiary of the variable interest entity; the significant factors considered and judgments made in determining that the power to direct the activities of a VIE that most significantly impact the VIE's economic performance are shared (as defined); the carrying amounts and classification of assets and liabilities of the VIE included in the statement of financial position; the entity's maximum exposure to loss, if any, as a result of its involvement with the VIE, including how the maximum exposure is determined and significant sources of the entity's exposure to the VIE; a comparison of the carrying amounts of the assets and liabilities and the entity's maximum exposure to loss; information about any liquidity arrangements, guarantees, and (or) other commitments by third parties that may affect the fair value or risk of the entity's variable interest in the VIE; whether or not the entity has provided financial support or other support (explicitly or implicitly) to the VIE that it was not previously contractually required to provide or whether the entity intends to provide that support, including the type and amount of the support and the primary reasons for providing the support; and supplemental information the entity determines necessary to provide.

+ References + Details

Financial instruments (Tables)

9 Months Ended

Oct. 02, 2021

Debt Disclosure [Abstract]

Long-term debt consists of the following:


	October 2, 2021		December 31, 2020
Term Loan due December 2024 (2.33% at October 2, 2021)	$	178,750	$	190,000
Less:
Current portion of long-term debt	(15,000)		(15,000)
Unamortized debt issuance cost	(889)		(1,098)
Unamortized discount	(424)		(524)
	$	162,437	$	173,378

Tabular disclosure of long-debt instruments or arrangements, including identification, terms, features, collateral requirements and other information necessary to a fair presentation. These are debt arrangements that originally required repayment more than twelve months after issuance or greater than the normal operating cycle of the entity, if longer.

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Schedule of Liabilities Measured At Fair Value on Recurring Basis

Fair value measurements (Tables)

9 Months Ended

Oct. 02, 2021

Fair Value Disclosures [Abstract]

The following table provides information for liabilities measured at fair value on a recurring basis using Level 2 and Level 3 inputs:


	October 2, 2021						December 31, 2020
	Total		Level 2		Level 3		Total		Level 2		Level 3
Interest rate swap	$	211	$	211	$	—	$	1,602	$	1,602	$	—
Contingent consideration	44,292		—		44,292		—		—		—
Management incentive plan and liability- classified awards	—		—		—		40,303		—		40,303
Equity Participation Right	—		—		—		6,101		—		6,101
Total liabilities	$	44,503	$	211	$	44,292	$	48,006	$	1,602	$	46,404

Schedule of Fair Value Measurement Inputs and Valuation Techniques

After the initial valuation, the Company will use its best estimate to measure contingent consideration related to the Bioness Acquisition at each subsequent reporting period using the following unobservable Level 3 inputs:

Valuation Technique

Unobservable inputs

Range

Bioness contingent consideration

Discounted cash flow

Payment discount rate

5.0% - 6.8%

Payment period

2021 - 2025

Schedule of Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation

The following table provides a reconciliation of the beginning and ending balances for the MIP and liability-classified awards at fair value using significant unobservable inputs or Level 3:


Balance at December 31, 2020	$	40,303
Change in fair value	(25,185)
Initial estimate (vesting)	829
Payments	(11,281)
Phantom plan conversion to Class A common stock	(4,666)
Balance at October 2, 2021	$	—

The following table provides a reconciliation of the beginning and ending balances for the EPR Unit at fair value using significant unobservable inputs Level 3:


Balance at December 31, 2020	$	6,101
Change in fair value	(2,774)
Payment	(3,327)
Balance at October 2, 2021	$	—

Equity-based compensation (Tables)

9 Months Ended

Oct. 02, 2021

Share-based Payment Arrangement [Abstract]

Schedule of Nonvested Restricted Stock Units Activity

A summary of the RSU award activity for the nine months ended October 2, 2021 is as follows (number of units in thousands):


	Number of units	Weighted-average grant-date fair value per unit
Outstanding at December 31, 2020	—	$	—
Granted	945	14.38
Outstanding at April 3, 2021	945	14.38
Granted	2	14.90
Forfeited/canceled	(4)	13.53
Outstanding at July 3, 2021	943	14.38
Granted	38	15.08
Forfeited/canceled	(4)	14.19
Outstanding at October 2, 2021	977	$	14.41

Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions

A summary of the Company’s assumptions used in determining the fair value of the stock options granted during the nine months ended October 2, 2021 is shown in the following table.


Risk-free interest rate	0.59% - 1.19%
Expected dividend yield	—	%
Expected stock price volatility	32.9% - 33.5%
Expected life of stock options	5.75- 6.25
Weighted-average fair value of stock options granted	$4.21 - 5.29

Schedule of Stock Options Roll Forward

A summary of stock option activity is as follows for the nine months ended October 2, 2021 (number of options in thousands):


	Number of options	Weighted-average exercise price		Weighted average remaining contractual term
Outstanding at December 31, 2020	—	$	—
Granted	4,621	13.03
Outstanding at April 3, 2021	4,621	13.03
Granted	4	14.90
Outstanding at July 3, 2021	4,625	13.03
Granted	75	14.90
Forfeited/canceled	(4)	13.00
Outstanding at October 2, 2021	4,696	$	13.06	3.1 years

Earnings per share (Tables)

9 Months Ended

Oct. 02, 2021

Earnings Per Share [Abstract]

Schedule of Earnings Per Share



	Three Months Ended October 2, 2021		February 16, 2021 through October 2, 2021
Numerator:
Net loss	$	(2,269)	$	(14,498)
Net loss attributable to noncontrolling interests	1,198		8,260
Net loss attributable to Bioventus Inc. Class A common stockholders	$	(1,071)	$	(6,238)

Denominator:
Weighted-average shares of Class A common stock outstanding - basic and diluted	41,837,581		41,816,706

Net loss per share of Class A common stock, basic and diluted	$	(0.03)	$	(0.15)

Schedule of Antidilutive Securities


	Three Months Ended October 2, 2021	Nine Months Ended October 2, 2021
LLC Interests held by Continuing LLC Owner(a)	15,786,737	15,786,737
Stock options	4,657,637	4,624,655
RSUs	961,429	838,818
Unvested shares of Class A common stock	26,946	30,530
Total	21,432,749	21,280,740

(a)Class A Shares reserved for future issuance upon redemption or exchange of LLC Interests by Continuing LLC Owner.

Restructuring costs (Tables)

9 Months Ended

Oct. 02, 2021

Restructuring and Related Activities [Abstract]

Schedule of Restructuring Reserve by Type of Cost

The Company’s restructuring charges and payments for all plans comprised of the following:


	Employee severance and temporary labor costs		Other charges		Total
Balance at December 31, 2020	$	166	$	81	$	247
Expenses incurred	1,798		—		1,798
Payments made	(852)		(81)		(933)
Balance at October 2, 2021	$	1,112	$	—	$	1,112

Commitments and contingencies (Tables)

9 Months Ended

Oct. 02, 2021

Commitments and Contingencies Disclosure [Abstract]

Schedule of Lease, Cost

The components of lease cost were as follows:


	Three Months Ended				Nine Months Ended
	October 2, 2021		September 26, 2020		October 2, 2021		September 26, 2020
Operating lease cost	$	885	$	651	$	2,499	$	1,943
Short-term lease cost(a)	153		81		482		285



Total lease cost	$	1,038	$	732	$	2,981	$	2,228

(a)Includes variable lease cost and sublease income, which are immaterial.

Supplemental cash flow information and non-cash activity related to operating leases were as follows:


	Nine Months Ended
	October 2, 2021		September 26, 2020
Operating cash flows from operating leases	$	2,598	$	1,920

Schedule of Assets and Liabilities, Lessee

Supplemental balance sheet and other information related to operating leases were as follows:


	October 2, 2021			December 31, 2020
Operating lease assets	$	16,938		$	14,961

Operating lease liabilities- current	$	2,956		$	1,960
Operating lease liabilities- noncurrent	15,223			14,108
Total operating lease liabilities	$	18,179		$	16,068








Weighted average remaining lease term (years)	6.0			7.2

Weighted average discount rate	4.4		%	5.0		%

Revenue recognition (Tables)

9 Months Ended

Oct. 02, 2021

Revenue from Contract with Customer [Abstract]

Schedule of Disaggregation of Revenue

The following table presents our net sales by segment disaggregated by geographic markets and major products (Vertical) as follows:


	Three Months Ended				Nine Months Ended
	October 2, 2021		September 26, 2020		October 2, 2021		September 26, 2020
Primary geographic markets:
U.S.	$	99,162	$	78,886	$	272,382	$	204,022
International	9,728		7,022		28,102		18,548
Total net sales	$	108,890	$	85,908	$	300,484	$	222,570
Vertical:
Pain Treatments and Joint Preservation	$	60,635	$	48,781	$	158,869	$	118,932
Restorative Therapies	30,475		20,000		84,807		61,433
Bone Graft Substitutes	17,780		17,127		56,808		42,205
Total net sales	$	108,890	$	85,908	$	300,484	$	222,570

Segments (Tables)

9 Months Ended

Oct. 02, 2021

Segment Reporting [Abstract]

Schedule of Reconciliation of Operating Profit (Loss) from Segments to Consolidated

The following table presents segment adjusted EBITDA reconciled to (loss) income before income taxes:


	Three Months Ended				Nine Months Ended
	October 2, 2021		September 26, 2020		October 2, 2021		September 26, 2020
Segment adjusted EBITDA
U.S.	$	19,782	$	21,649	$	46,929	$	42,800
International	1,533		1,452		5,343		1,489
Depreciation and amortization	(8,522)		(7,276)		(23,185)		(21,789)
Interest expense	(1,347)		(1,880)		(152)		(7,095)
Equity compensation	(5,938)		(7,390)		10,621		(619)
Restructuring costs	(1,798)		—		(1,798)		—
COVID-19 benefits, net	—		3,057		—		4,158
Succession and transition charges	—		(771)		(344)		(5,345)
Foreign currency impact	(17)		98		47		58
Acquisition and integration costs	(1,575)		—		(6,604)		—
Inventory step-up costs	—		—		(2,106)		—
Equity loss in unconsolidated investments	(419)		—		(1,320)		—
Change in fair value of contingent consideration	(651)		—		(1,292)		—
Impairments related to variable interest entity	—		—		(7,043)		—
Other non-recurring costs	(4,199)		(601)		(6,858)		(884)
(Loss) income before income taxes	$	(3,151)	$	8,338	$	12,238	$	12,773

Subsequent events (Tables)

9 Months Ended

Oct. 02, 2021

Subsequent Events [Abstract]

Schedule of Debt

Loan margin is adjusted after the quarterly financial statements are delivered to the lenders in accordance with the amended pricing grid below:


Leverage ratio	Eurodollar		BR
> 2.50 to 1.00	2.00	%	1.00	%
>1.50 to 1.00 and < 2.50 to 1.00	1.75	%	0.75	%
> 0.75 to 1.00 and < 1.50 to 1.00	1.50	%	0.50	%
< 0.75 to 1.00	1.25	%	0.25	%

The commitment fee rate increased to 0.30% through December 31, 2021 and is adjusted after the quarterly financial statements are delivered to lenders based on the amended pricing grid below:


Leverage ratio	Commitment fee rate
> 2.50 to 1.00	0.30	%
>1.50 to 1.00 and < 2.50 to 1.00	0.25	%
> 0.75 to 1.00 and < 1.50 to 1.00	0.20	%
< 0.75 to 1.00	0.15	%

Schedule of Maturities of Long-term Debt

Scheduled quarterly principal payments are as follows with the final payment of $225,469 at Maturity:


	Quarterly payment
2022	$	4,509
2023 and 2024	$	6,764
2025 and 2026	$	9,019

Contractual maturities of long-term debt as of October 29, 2021, were as follows:


2022	$	18,038
2023	27,056
2024	27,056
2025	36,075
2026 and thereafter	252,525
Deferred financing costs	(1,750)
Original issue discount	(1,438)
Total long-term debt	357,562
Less current portion	(13,528)
Total	$	344,034

Schedule of Business Acquisitions, by Acquisition

The consideration paid for Bioness is comprised of the following:


	Consideration
Cash consideration at closing	$	48,933
Contingent consideration at fair value	43,000
Total Bioness consideration	$	91,933

The consideration for Misonix is comprised of the following:


	Common Shares	Price per Share		Amount
Cash				$	182,988
Bioventus Class A shares	18,340,790	$	14.97	274,562
Value of Misonix options settled in Bioventus options				22,624
Merger consideration				480,174
Other cash consideration				33,004
Total Misonix consideration				$	513,178

Organization (Details) $ / shares in Units, $ in Thousands		1 Months Ended		9 Months Ended	12 Months Ended
Organization (Details) $ / shares in Units, $ in Thousands	Feb. 16, 2021 USD ($) business $ / shares shares	Jul. 31, 2020 USD ($)	Apr. 30, 2020 USD ($)	Oct. 02, 2021 USD ($) employee vote $ / shares shares	Dec. 31, 2020 USD ($)
Class of Stock [Line Items]
Preferred stock, shares authorized (in shares)	10,000,000			10,000,000
Cash received from provident relief fund \| $		$ 2,854	$ 1,247
BV LLC
Class of Stock [Line Items]
Number of entities acquired \| business	10
BV LLC
Class of Stock [Line Items]
Managing member, ownership interest				72.30%
Noncontrolling interest, ownership percentage by noncontrolling owners				27.70%
Number of LLC interest held (in shares)				41,097,292
IPO
Class of Stock [Line Items]
Proceeds from public offering \| $	$ 111,228
Payment of underwriting discounts and commissions \| $	8,372
Sale of stock, offering costs \| $	$ 4,778
Payment of offering expenses \| $				$ 3,451	$ 1,327
Common Class A
Class of Stock [Line Items]
Common stock, shares authorized (in shares)	250,000,000			250,000,000
Common stock, par value (in dollars per share) \| $ / shares	$ 0.001			$ 0.001
Number of votes per common share \| vote				1
Common Class A \| BV LLC
Class of Stock [Line Items]
Number of shares issued in acquisition (in shares)	31,838,589
Common Class A \| IPO
Class of Stock [Line Items]
Number of shares issued in public offering (in shares)	9,200,000
Price per share in public offering (in dollars per share) \| $ / shares	$ 13.00
Common Class A \| Over-Allotment Option
Class of Stock [Line Items]
Number of shares issued in public offering (in shares)	1,200,000
Common Class B
Class of Stock [Line Items]
Common stock, shares authorized (in shares)	50,000,000			50,000,000
Common stock, par value (in dollars per share) \| $ / shares	$ 0.001			$ 0.001
Number of votes per common share \| vote				1
Shares issued or issuable, required stock to LLC interest ratio				1
Cancellation ratio, required stock to LLC interest ratio	1
Number of shares cancelled (in shares)	31,838,589
BV LLC
Class of Stock [Line Items]
Number of employees \| employee				900
Number of LLC interest held (in shares)	31,838,589

Balance sheet information - Cash, cash equivalents and restricted cash (Details) - USD ($) $ in Thousands	Oct. 02, 2021	Dec. 31, 2020	Sep. 26, 2020	Dec. 31, 2019
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Cash and cash equivalents	$ 80,917	$ 86,839
Restricted cash	50,000	0
Cash, cash equivalents, and restricted cash	130,917	$ 86,839	$ 72,478	$ 64,520
Escrow deposit	$ 50,000

Balance sheet information - Components of accounts receivable (Details) - USD ($) $ in Thousands	Oct. 02, 2021	Dec. 31, 2020
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Accounts receivable	$ 108,504	$ 92,273
Less: Allowance for credit losses	(3,062)	(3,990)
Accounts receivable, net	$ 105,442	$ 88,283

Balance sheet information - Allowance for credit loss (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Oct. 02, 2021	Sep. 26, 2020	Oct. 02, 2021	Sep. 26, 2020
Accounts Receivable, Allowance for Credit Loss [Roll Forward]
Beginning balance	$ (3,019)	$ (5,249)	$ (3,990)	$ (4,146)
Recovery (provision)	(221)	73	138	(1,089)
Write-offs	243	376	927	628
Recoveries	(65)	(84)	(137)	(277)
Ending balance	$ (3,062)	$ (4,884)	$ (3,062)	$ (4,884)

Balance sheet information - Inventory (Details) - USD ($) $ in Thousands	Oct. 02, 2021	Dec. 31, 2020
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Raw materials and supplies	$ 3,381	$ 3,665
Finished goods	34,710	26,323
Gross	38,091	29,988
Excess and obsolete reserves	(1,526)	(868)
Inventory, net	$ 36,565	$ 29,120

Balance sheet information - Accrued liabilities (Details) - USD ($) $ in Thousands	Oct. 02, 2021	Dec. 31, 2020
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Gross-to-net deductions	$ 63,195	$ 43,656
Bonus and commission	16,483	15,188
Compensation and benefits	6,987	5,875
Income and other taxes	21	2,434
Other liabilities	20,868	21,034
Accrued liabilities	$ 107,554	$ 88,187

Balance sheet information - Narrative (Details) $ in Thousands	9 Months Ended
	Oct. 02, 2021 USD ($)
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Payments for restructuring	$ 933

Business combinations and investments - Narrative (Details) - USD ($)				3 Months Ended		9 Months Ended
	Aug. 02, 2021	Jun. 08, 2021	Mar. 30, 2021	Oct. 02, 2021	Sep. 26, 2020	Oct. 02, 2021	Sep. 26, 2020	Aug. 23, 2021	Jul. 15, 2021	Jan. 04, 2021	Jul. 15, 2020
Business Acquisition [Line Items]
Income (loss) from acquiree since acquisition date				$ (5,396,000)		$ (8,925,000)
Acquisition integration costs and inventory related adjustments				1,575,000		8,710,000
Impairments related to variable interest entity				0	$ 0	5,674,000	$ 0
Escrow deposit				50,000,000		50,000,000
CartiHeal Ltd
Business Acquisition [Line Items]
Equity method investments				$ 17,318,000		$ 17,318,000
Equity method investment, ownership percentage				10.03%		10.03%
Income (loss) from equity method investments				$ (419,000)		$ (1,320,000)
Escrow deposit									$ 50,000,000
Trice Medical, Inc
Business Acquisition [Line Items]
Investment owned, balance, shares (in shares)								413,896,609
Investment owned, ownership percentage								11.70%
Investment owned, cost								$ 10,000,000
Series G Preferred Stock \| CartiHeal Ltd
Business Acquisition [Line Items]
Additional shares to be purchased upon completion of study (in shares)				338,089		338,089
Additional investment to be purchased upon completion of study				$ 5,000,000		$ 5,000,000
Call Option \| CartiHeal Ltd
Business Acquisition [Line Items]
Period after FDA approval for which company may exercise option to purchase remaining equity						45 days
Put Option \| CartiHeal Ltd
Business Acquisition [Line Items]
Period after FDA approval for which CartiHeal may exercise option that requires the company to purchase the remaining equity						45 days
Harbor Medtech Inc
Business Acquisition [Line Items]
Impairments related to variable interest entity						$ 5,674,000
Impairment of variable interest entity assets, attributable to noncontrolling interest		$ 5,176,000
Impairment of variable interest entity		$ 1,369,000
Variable Interest Entity, Primary Beneficiary \| Harbor Medtech Inc \| Series C Preferred Stock
Business Acquisition [Line Items]
Variable interest entity, ownership percentage						8.80%
Bioness, Inc
Business Acquisition [Line Items]
Percentage of business acquired			100.00%
Consideration payable upon closing			$ 91,933,000
Contingent consideration at fair value			43,000,000
Expected future amortization, remainder of fiscal year			1,150,000
Expected future amortization, year one			4,600,000
Expected future amortization, year two			4,506,000
Expected future amortization, year three			4,475,000
Expected future amortization, year four			4,475,000
Acquisition costs				1,575,000		$ 6,604,000
Revenue of acquiree since acquisition date				$ 10,798,000		$ 22,668,000
Bioness, Inc \| Obtaining FDA Approval Of Certain Products
Business Acquisition [Line Items]
Contingent consideration at fair value			15,000,000
Bioness, Inc \| Meeting Net Sales Targets Over A Three-Year Period, Payment One
Business Acquisition [Line Items]
Contingent consideration at fair value			20,000,000
Bioness, Inc \| Meeting Net Sales Targets Over A Three-Year Period, Payment Two
Business Acquisition [Line Items]
Contingent consideration at fair value			10,000,000
Bioness, Inc \| For Obtaining CMS Coverage And Reimbursement For Certain Products
Business Acquisition [Line Items]
Contingent consideration at fair value			20,000,000
Bioness, Inc \| Maximum
Business Acquisition [Line Items]
Contingent consideration at fair value			65,000,000
Bioness, Inc \| Convertible Debt
Business Acquisition [Line Items]
Debt instrument, face amount										$ 1,500,000
Repayments of convertible debt			$ 1,500,000
Carti Heal
Business Acquisition [Line Items]
Consideration payable upon closing	$ 314,895,000
Consideration transferred upon achievement of certain sales milestones	$ 150,000,000
Carti Heal \| Call Option
Business Acquisition [Line Items]
Percentage of business acquired											100.00%
Carti Heal \| Put Option
Business Acquisition [Line Items]
Percentage of business acquired											100.00%

Business combinations and investments - Consideration transferred (Details) - Bioness, Inc $ in Thousands	Mar. 30, 2021 USD ($)
Business Acquisition [Line Items]
Cash consideration at closing	$ 48,933
Contingent consideration at fair value	43,000
Fair value of consideration	$ 91,933

Business combinations and investments - Fair value of assets acquired and liabilities assumed (Details) - USD ($) $ in Thousands	Mar. 30, 2021	Oct. 02, 2021	Dec. 31, 2020
Assets acquired and liabilities assumed:
Goodwill		$ 52,885	$ 49,800
Bioness, Inc
Business Acquisition [Line Items]
Fair value of consideration	$ 91,933
Assets acquired and liabilities assumed:
Cash and cash equivalents	2,143
Accounts receivable	4,124
Inventory	7,318
Prepaid and other current assets	1,947
Property and equipment	673
Intangible assets	86,250
Operating lease assets	3,616
Other assets	132
Accounts payable and accrued liabilities	(11,405)
Other current liabilities	(1,020)
Other liabilities	(4,930)
Net assets acquired	88,848
Goodwill	$ 3,085

Business combinations and investments - Components of intangible assets acquired (Details) - Bioness, Inc $ in Thousands	Mar. 30, 2021 USD ($)
Business Acquisition [Line Items]
Intangible assets	$ 86,250
Intellectual property
Business Acquisition [Line Items]
Useful Life (in years)	10 years
Intangible assets	$ 44,750
IPR&D
Business Acquisition [Line Items]
Intangible assets	$ 41,250
Customer relationships
Business Acquisition [Line Items]
Useful Life (in years)	2 years
Intangible assets	$ 250

Business combinations and investments - Pro forma results (Details) - Bioness, Inc - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended		9 Months Ended
	Oct. 02, 2021	Sep. 26, 2020	Oct. 02, 2021	Sep. 26, 2020
Business Acquisition [Line Items]
Net sales	$ 108,890	$ 94,907	$ 309,431	$ 252,477
Net (loss) income	$ (694)	$ 2,816	$ 15,608	$ (8,591)
Business Acquisition, Pro Forma Information [Abstract]
Basic (in dollars per share)	$ 0		$ (0.08)
Diluted (in dollars per share)	$ 0		$ (0.08)

Business combinations and investments - Variable interest entity's assets and liabilities (Details) - USD ($) $ in Thousands	Oct. 02, 2021	Dec. 31, 2020
Variable Interest Entity [Line Items]
Cash and cash equivalents	$ 80,917	$ 86,839
Property and equipment, net	10,297	6,879
Intangible assets, net	248,794	191,650
Operating lease assets	16,938	14,961
Total assets	654,790	494,466
Other current liabilities	2,993	3,926
Other long-term liabilities	22,558	21,728
Total liabilities	$ 424,293	350,306
Variable Interest Entity, Primary Beneficiary \| Harbor Medtech Inc
Variable Interest Entity [Line Items]
Cash and cash equivalents		803
Property and equipment, net		173
Intangible assets, net		5,635
Operating lease assets		178
Other assets		74
Total assets		6,863
Accounts payable and accrued liabilities		366
Other current liabilities		2,004
Other long-term liabilities		659
Total liabilities		$ 3,029

Financial instruments - Schedule Of Long-Term Debt (Details) - USD ($) $ in Thousands	Oct. 02, 2021	Dec. 31, 2020
Debt Instrument [Line Items]
Current portion of long-term debt	$ (15,000)	$ (15,000)
Unamortized debt issuance cost	(889)	(1,098)
Unamortized discount	(424)	(524)
Long-term debt, less current portion	$ 162,437	173,378
Effective interest rate	2.33%
Secured Debt
Debt Instrument [Line Items]
Term Loan due December 2024 (2.33% at October 2, 2021)	$ 178,750	$ 190,000

Financial instruments - Narrative (Details)	9 Months Ended
Financial instruments - Narrative (Details)	Oct. 02, 2021 USD ($) segment	Sep. 26, 2020 USD ($)	Aug. 29, 2021 USD ($)	Dec. 31, 2020 USD ($)
Interest Rate Swap
Debt Instrument [Line Items]
Number of interest rate swap agreements \| segment	1
Interest income (expense), net	$ 1,391,000	$ (1,980,000)
Derivative, notional amount	$ 100,000,000
Percentage of debt hedged by derivative	55.90%
Derivative, locked in interest rate	0.64%
Line of Credit \| Revolving Credit Facility
Debt Instrument [Line Items]
Revolving credit facility, borrowing capacity	$ 50,000,000
Outstanding borrowings on line of credit	0			$ 0
Line of Credit \| Secured Debt
Debt Instrument [Line Items]
Debt instrument, face amount			$ 262,000,000
Debt instrument, required prepayment			80,000,000
Line of Credit \| Backstop Term Facility
Debt Instrument [Line Items]
Debt instrument, face amount			$ 102,500,000
Fair Value, Inputs, Level 2 \| Secured Debt
Debt Instrument [Line Items]
Long-term debt, fair value	$ 180,421,000

Fair value measurements - Liabilities measured at fair value (Details) - USD ($) $ in Thousands	Oct. 02, 2021	Dec. 31, 2020
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Contingent consideration	$ 13,386	$ 0
Fair Value, Recurring
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Interest rate swap	211	1,602
Contingent consideration	44,292	0
Management incentive plan and liability- classified awards	0	40,303
Equity Participation Right	0	6,101
Total liabilities	44,503	48,006
Fair Value, Recurring \| Fair Value, Inputs, Level 2
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Interest rate swap	211	1,602
Contingent consideration	0	0
Management incentive plan and liability- classified awards	0	0
Equity Participation Right	0	0
Total liabilities	211	1,602
Fair Value, Recurring \| Fair Value, Inputs, Level 3
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Interest rate swap	0	0
Contingent consideration	44,292	0
Management incentive plan and liability- classified awards	0	40,303
Equity Participation Right	0	6,101
Total liabilities	$ 44,292	$ 46,404

Fair value measurements - Acquisition unobservable level 3 inputs (Details) - Fair Value, Inputs, Level 3 - Valuation Technique, Discounted Cash Flow - Measurement Input, Discount Rate	Oct. 02, 2021
Minimum
Business Acquisition [Line Items]
Payment discount rate	0.050
Maximum
Business Acquisition [Line Items]
Payment discount rate	0.068

Fair value measurements - Additional information (Details) $ in Thousands		3 Months Ended		9 Months Ended
	Feb. 16, 2021 USD ($)	Oct. 02, 2021 USD ($) shares	Sep. 26, 2020 USD ($)	Oct. 02, 2021 USD ($) shares	Sep. 26, 2020 USD ($)	Feb. 15, 2021	Feb. 10, 2021 plan
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Change in fair value of contingent consideration		$ 651	$ 0	$ 1,292	$ 0
Number of equity-based compensation plans \| plan							2
EPR unit, entitled percentage of distributions						0.55%
Bioness, Inc
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Change in fair value of contingent consideration		$ 651		$ 1,292
Management Incentive Plan And Liability-Classified Awards
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Number of awards outstanding (in shares) \| shares		183,078		183,078
Cash paid to settle award				$ 10,802
Vesting period				12 months
Equity Participation Right Unit
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Cash paid to settle award	$ 3,327
BV LLC Employees Terminated Prior To IPO \| Management Incentive Plan And Liability-Classified Awards
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Cash paid to settle award				$ 10,875
BV LLC Employees Active At IPO \| Management Incentive Plan And Liability-Classified Awards \| Common Class A
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Number of shares issued (in shares) \| shares				798,422

Fair value measurements - MIP and liability-classified awards (Details) - Management Incentive Plan And Liability-Classified Awards $ in Thousands	9 Months Ended
	Oct. 02, 2021 USD ($)
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Beginning balance	$ 40,303
Change in fair value	(25,185)
Initial estimate (vesting)	829
Payments	(11,281)
Phantom plan conversion to Class A common stock	(4,666)
Ending balance	$ 0

Fair value measurements - Equity participation right unit (Details) - Equity Participation Right Unit $ in Thousands	9 Months Ended
	Oct. 02, 2021 USD ($)
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Beginning balance	$ 6,101
Change in fair value	(2,774)
Payments	(3,327)
Ending balance	$ 0

Equity-based compensation - Narrative (Details)	1 Months Ended	3 Months Ended				9 Months Ended
Equity-based compensation - Narrative (Details)	Feb. 10, 2021 USD ($) plan shares	Oct. 02, 2021 USD ($) $ / shares shares	Jul. 03, 2021 shares	Apr. 03, 2021 shares	Sep. 26, 2020 USD ($)	Oct. 02, 2021 USD ($) $ / shares shares	Sep. 26, 2020 USD ($)
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of equity-based compensation plans \| plan	2
Income tax (benefit) expense \| $		$ (882,000)			$ 373,000	$ 759,000	$ 302,000
Unamortized compensation expense, options \| $		$ 16,161,000				$ 16,161,000
Number of options vested (in shares) \| shares						0
Number of options exercisable (in shares) \| shares		0				0
Options outstanding, aggregate intrinsic value \| $		$ 6,061,000				$ 6,061,000
2021 Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Equity compensation \| $		(5,799,000)				13,521,000
Income tax (benefit) expense \| $		$ 0				$ 0
Common Class A
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Common stock closing price, (in dollars per share) \| $ / shares		$ 14.33				$ 14.33
Common Class A \| 2021 Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of shares authorized to be awarded (in shares) \| shares		7,592,476				7,592,476
Number of shares available to be awarded (in shares) \| shares		1,919,555				1,919,555
Annual percentage increase in number of shares authorized		4.50%				4.50%
Management Incentive Plan Award
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of awards granted (in shares) \| shares	0
Phantom Share Units (PSUs)
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of awards granted (in shares) \| shares	90,000
Number of awards forfeited (in shares) \| shares	900,000
Cash paid to settle award \| $	$ 479,000
Equity compensation \| $					1,390,000	$ 829,000	2,468,000
Change in fair value \| $						(25,185,000)
Decrease in fair value due to the impact of COVID-19 on the market and economy \| $					$ 6,000,000		$ (1,849,000)
Phantom Share Units (PSUs) \| Research and Development Expense
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Equity compensation \| $						$ 1,777,000
RSUs
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of awards granted (in shares) \| shares		38,000	2,000	945,000
Number of awards forfeited (in shares) \| shares		4,000	4,000
Vested (in shares) \| shares		0				0
Unamortized compensation expense, RSUs \| $		$ 10,500,000				$ 10,500,000
Compensation expense net yet amortized, period for recognition						8 months 19 days
RSUs \| Minimum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting period		1 year				1 year
RSUs \| Maximum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting period		4 years				4 years
Stock options
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Compensation expense net yet amortized, period for recognition						1 year 2 months 12 days
Expiration period		10 years				10 years
Stock options \| Minimum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting period		2 years				2 years
Stock options \| Maximum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting period		4 years				4 years
Employee Stock
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Equity compensation \| $		$ (139,000)				$ 214,000
Number of shares available to be awarded (in shares) \| shares		483,617				483,617
Purchase price of common stock, percentage of fair market value						85.00%
Number of shares issued (in shares) \| shares		34,640				58,703
Employee Stock \| Minimum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Percentage of employee compensation deducted to purchase common stock		1.00%				1.00%
Employee Stock \| Maximum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Percentage of employee compensation deducted to purchase common stock		15.00%				15.00%

Equity-based compensation - Restricted stock unit activity (Details) - RSUs - $ / shares shares in Thousands	3 Months Ended
	Oct. 02, 2021	Jul. 03, 2021	Apr. 03, 2021
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward]
Beginning balance (in shares)	943	945	0
Granted (in shares)	38	2	945
Forfeited/canceled (in shares)	(4)	(4)
Ending balance (in shares)	977	943	945
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract]
Beginning balance (in dollars per share)	$ 14.38	$ 14.38	$ 0
Granted (in dollars per share)	15.08	14.90	14.38
Forfeited/canceled (in dollars per share)	14.19	13.53
Ending balance (in dollars per share)	$ 14.41	$ 14.38	$ 14.38

Equity-based compensation - Fair value assumptions (Details) - Stock options	9 Months Ended
	Oct. 02, 2021 $ / shares
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Risk-free interest rate, minimum	0.59%
Risk-free interest rate, maximum	1.19%
Expected dividend yield	0.00%
Expected stock price volatility, minimum	32.90%
Expected stock price volatility, maximum	33.50%
Minimum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Expected life of stock options	5 years 9 months
Weighted-average fair value of stock options granted (in dollars per share)	$ 4.21
Maximum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Expected life of stock options	6 years 3 months
Weighted-average fair value of stock options granted (in dollars per share)	$ 5.29

Equity-based compensation - Option activity (Details) - $ / shares shares in Thousands	3 Months Ended			9 Months Ended
	Oct. 02, 2021	Jul. 03, 2021	Apr. 03, 2021	Oct. 02, 2021
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward]
Beginning balance (in shares)	4,625	4,621	0	0
Granted (in shares)	75	4	4,621
Forfeited/canceled (in shares)	(4)
Ending balance (in shares)	4,696	4,625	4,621	4,696
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price [Abstract]
Beginning balance (in dollars per share)	$ 13.03	$ 13.03	$ 0	$ 0
Granted (in dollars per share)	14.90	14.90	13.03
Forfeited/canceled (in dollars per share)	13.00
Ending balance (in dollars per share)	$ 13.06	$ 13.03	$ 13.03	$ 13.06
Outstanding, weighted average remaining contractual term				3 years 1 month 6 days

Earnings per share - Computation of Basic and Diluted Earnings Per Share (Details) - USD ($)
$ / shares in Units, $ in Thousands

2 Months Ended

3 Months Ended

8 Months Ended

9 Months Ended

Feb. 15, 2021

Oct. 02, 2021

Sep. 26, 2020

Oct. 02, 2021

Sep. 26, 2020

Numerator:

Net loss

$ 25,977

$ (2,269)

$ 7,965

$ (14,498)

$ 11,479

$ 12,471

Net loss attributable to noncontrolling interests

1,198

492

8,260

1,164

Net (loss) income attributable to Bioventus Inc.

$ (1,071)

$ 8,457

$ (6,238)

$ 19,739

$ 13,635

Denominator:

Weighted-average shares of Class A common stock outstanding - basic (in shares)

41,837,581

^[1]

41,816,706

^[1]

Weighted-average shares of Class A common stock outstanding - diluted (in shares)

41,837,581

^[1]

41,816,706

^[1]

Net loss per share of Class A common stock, basic (in dollars per share)

$ (0.03)

^[1]

$ (0.15)

^[1]

Net loss per share of Class A common stock, diluted (in dollars per share)

$ (0.03)

^[1]

$ (0.15)

^[1]

[1]

The amount of net income (loss) for the period per each share of common stock or unit outstanding during the reporting period.

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-URI http://asc.fasb.org/extlink&oid=124359900&loc=SL124442526-122756

Reference 26: http://www.xbrl.org/2003/role/disclosureRef
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Earnings per share - Antidilutive Securities Excluded From Computation of Earnings Per Share (Details) - shares	3 Months Ended	9 Months Ended
	Oct. 02, 2021	Oct. 02, 2021
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities (in shares)	21,432,749	21,280,740
LLC Interests
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities (in shares)	15,786,737	15,786,737
Stock options
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities (in shares)	4,657,637	4,624,655
RSUs
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities (in shares)	961,429	838,818
Unvested shares of Class A common stock
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities (in shares)	26,946	30,530

Restructuring costs- Narrative (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Oct. 02, 2021	Sep. 26, 2020	Oct. 02, 2021	Sep. 26, 2020
Restructuring Cost and Reserve [Line Items]
Payments for restructuring			$ 933
Restructuring costs	$ 1,798	$ 0	1,798	$ 0
Restructuring Plan of 2020
Restructuring Cost and Reserve [Line Items]
Payments for restructuring			247
Restructuring Plan of 2021
Restructuring Cost and Reserve [Line Items]
Expected restructuring costs	2,900		2,900
Restructuring costs	$ 1,798		$ 1,798

Restructuring costs - Schedule of Restructuring (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Oct. 02, 2021	Sep. 26, 2020	Oct. 02, 2021	Sep. 26, 2020
Restructuring Reserve [Roll Forward]
Beginning balance			$ 247
Expenses incurred	$ 1,798	$ 0	1,798	$ 0
Payments made			(933)
Ending balance	1,112		1,112
Employee severance and temporary labor costs
Restructuring Reserve [Roll Forward]
Beginning balance			166
Expenses incurred			1,798
Payments made			(852)
Ending balance	1,112		1,112
Other charges
Restructuring Reserve [Roll Forward]
Beginning balance			81
Expenses incurred			0
Payments made			(81)
Ending balance	$ 0		$ 0

Income taxes (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
Income taxes (Details) - USD ($) $ in Thousands	Oct. 02, 2021	Sep. 26, 2020	Oct. 02, 2021	Sep. 26, 2020
Income Tax Disclosure [Abstract]
Effective income tax rate	28.00%	4.50%	6.20%	2.40%
Income taxes receivable		$ 7,437		$ 7,437
Deferred tax assets, tax credits	$ 481		$ 481
Deferred tax liabilities, difference between the book value and tax basis of investment	$ 45,998		$ 45,998

Commitments and contingencies - Lease cost (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Oct. 02, 2021	Sep. 26, 2020	Oct. 02, 2021	Sep. 26, 2020
Commitments and Contingencies Disclosure [Abstract]
Operating lease cost	$ 885	$ 651	$ 2,499	$ 1,943
Short-term lease cost	153	81	482	285
Total lease cost	$ 1,038	$ 732	$ 2,981	$ 2,228

Commitments and contingencies - Supplemental cash flow information (Details) - USD ($) $ in Thousands	9 Months Ended
	Oct. 02, 2021	Sep. 26, 2020
Commitments and Contingencies Disclosure [Abstract]
Operating cash flows from operating leases	$ 2,598	$ 1,920

Commitments and contingencies - Supplemental balance sheet information (Details) - USD ($) $ in Thousands	Oct. 02, 2021	Dec. 31, 2020
Commitments and Contingencies Disclosure [Abstract]
Operating lease assets	$ 16,938	$ 14,961
Operating lease liabilities- current	2,956	1,960
Operating lease liabilities- noncurrent	15,223	14,108
Total operating lease liabilities	$ 18,179	$ 16,068
Weighted average remaining lease term (years)	6 years	7 years 2 months 12 days
Weighted average discount rate	4.40%	5.00%

Commitments and contingencies - Narrative (Details) - USD ($) $ in Thousands				1 Months Ended		3 Months Ended		9 Months Ended
	Dec. 22, 2020	Aug. 23, 2019	Feb. 09, 2016	Sep. 30, 2021	Feb. 28, 2021	Oct. 02, 2021	Sep. 26, 2020	Oct. 02, 2021	Sep. 26, 2020	Aug. 19, 2021	Dec. 31, 2020
Loss Contingencies [Line Items]
Stop loss insurance, threshold per member per year								$ 200
Bioness, Inc
Loss Contingencies [Line Items]
Loss contingency, damages sought, value percentage										50.00%
Loss contingency, damages sought, percentage under dispute										50.00%
Litigation settlement, amount awarded to other party				$ 1,000
Minimum
Loss Contingencies [Line Items]
Lessee, operating lease, remaining lease term						1 month		1 month
Maximum
Loss Contingencies [Line Items]
Lessee, operating lease, remaining lease term						7 years		7 years
Three Injection OA Product
Loss Contingencies [Line Items]
Supply commitment, term			10 years
Supply commitment, renewal term			5 years
Damages from Product Defects
Loss Contingencies [Line Items]
Estimated probable loss related to product recall						$ 2,061		$ 2,061
Recorded reserves for product recall						126		126			$ 1,684
Bioness, Inc
Loss Contingencies [Line Items]
Loss contingency, damages sought, value					$ 2,000
Harbor
Loss Contingencies [Line Items]
Collaborative agreement, royalty percentage		3.00%
Collaborative agreement, term	8 years
Supplier of Single Injection OA Product
Loss Contingencies [Line Items]
Royalty expense						$ 3,677	$ 3,069	$ 9,602	$ 7,038

Revenue recognition (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
Revenue recognition (Details) - USD ($) $ in Thousands	Oct. 02, 2021	Sep. 26, 2020	Oct. 02, 2021	Sep. 26, 2020
Disaggregation of Revenue [Line Items]
Total net sales	$ 108,890	$ 85,908	$ 300,484	$ 222,570
Pain Treatments and Joint Preservation
Disaggregation of Revenue [Line Items]
Total net sales	60,635	48,781	158,869	118,932
Restorative Therapies
Disaggregation of Revenue [Line Items]
Total net sales	30,475	20,000	84,807	61,433
Bone Graft Substitutes
Disaggregation of Revenue [Line Items]
Total net sales	17,780	17,127	56,808	42,205
U.S.
Disaggregation of Revenue [Line Items]
Total net sales	99,162	78,886	272,382	204,022
International
Disaggregation of Revenue [Line Items]
Total net sales	$ 9,728	$ 7,022	$ 28,102	$ 18,548

Amount, excluding tax collected from customer, of revenue from satisfaction of performance obligation by transferring promised good or service to customer. Tax collected from customer is tax assessed by governmental authority that is both imposed on and concurrent with specific revenue-producing transaction, including, but not limited to, sales, use, value added and excise.

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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Segments (Details) $ in Thousands	3 Months Ended		9 Months Ended
Segments (Details) $ in Thousands	Oct. 02, 2021 USD ($)	Sep. 26, 2020 USD ($)	Oct. 02, 2021 USD ($) segment	Sep. 26, 2020 USD ($)
Segment Reporting Information [Line Items]
Number of reportable segments \| segment			2
Depreciation and amortization	$ (1,878)	$ (1,667)	$ (5,655)	$ (5,305)
Interest expense	(1,347)	(1,880)	(152)	(7,095)
Restructuring costs	(1,798)	0	(1,798)	0
Change in fair value of contingent consideration	651	0	1,292	0
Impairments related to variable interest entity	0	0	(5,674)	0
(Loss) income before income taxes	(3,151)	8,338	12,238	12,773
Segment Reconciling Items
Segment Reporting Information [Line Items]
Depreciation and amortization	(8,522)	(7,276)	(23,185)	(21,789)
Interest expense	(1,347)	(1,880)	(152)	(7,095)
Equity compensation	(5,938)	(7,390)	10,621	(619)
Restructuring costs	(1,798)	0	(1,798)	0
COVID-19 benefits, net	0	3,057	0	4,158
Succession and transition charges	0	(771)	(344)	(5,345)
Foreign currency impact	(17)	98	47	58
Acquisition and integration costs	(1,575)	0	(6,604)	0
Inventory step-up costs	0	0	(2,106)	0
Equity loss in unconsolidated investments	(419)	0	(1,320)	0
Change in fair value of contingent consideration	(651)	0	(1,292)	0
Impairments related to variable interest entity	0	0	(7,043)	0
Other non-recurring costs	(4,199)	(601)	(6,858)	(884)
U.S. Segment \| Operating Segments
Segment Reporting Information [Line Items]
Segment adjusted EBITDA	19,782	21,649	46,929	42,800
International Segment \| Operating Segments
Segment Reporting Information [Line Items]
Segment adjusted EBITDA	$ 1,533	$ 1,452	$ 5,343	$ 1,489

Subsequent events - Narrative (Details) - USD ($)			1 Months Ended	3 Months Ended	9 Months Ended
Subsequent events - Narrative (Details) - USD ($)	Oct. 29, 2021	Oct. 25, 2021	Oct. 31, 2021	Oct. 02, 2021	Oct. 02, 2021	Sep. 26, 2020	Aug. 29, 2021	Dec. 31, 2020
Subsequent Event [Line Items]
Borrowing on revolver					$ 0	$ 49,000,000
Deferred financing costs				$ 889,000	889,000			$ 1,098,000
Original issue discount				$ 424,000	$ 424,000			$ 524,000
Effective interest rate				2.33%	2.33%
Selling, General and Administrative Expenses \| Misonix
Subsequent Event [Line Items]
Acquisition and integration costs				$ 2,970,000	$ 3,162,000
Line of Credit \| Revolving Credit Facility
Subsequent Event [Line Items]
Revolving credit facility, borrowing capacity				$ 50,000,000	$ 50,000,000
Line of Credit \| Secured Debt
Subsequent Event [Line Items]
Debt instrument, face amount							$ 262,000,000
Subsequent Event
Subsequent Event [Line Items]
Payments of financing costs			$ 2,867,000
Deferred financing costs	$ 1,750,000		1,003,000
Gain (loss) on debt retirement			(2,141,000)
Total long-term debt	357,562,000
Original issue discount	$ 1,438,000
Commitment fee rate	0.30%
Subsequent Event \| Eurodollar
Subsequent Event [Line Items]
Debt instrument, lending margin, interest rate	2.00%
Effective interest rate	2.09%
Subsequent Event \| Selling, General and Administrative Expenses
Subsequent Event [Line Items]
Payments of financing costs			1,864,000
Subsequent Event \| Interest Expense
Subsequent Event [Line Items]
Payments of financing costs			$ 277,000
Subsequent Event \| Secured Debt
Subsequent Event [Line Items]
Deferred financing costs	$ 1,750,000
Total long-term debt	357,562,000
Original issue discount	1,438,000
Final principal payment at maturity	225,469,000
Subsequent Event \| Line of Credit \| Revolving Credit Facility
Subsequent Event [Line Items]
Borrowing on revolver		$ 20,000,000
Revolving credit facility, borrowing capacity		$ 50,000,000
Subsequent Event \| Line of Credit \| Secured Debt
Subsequent Event [Line Items]
Prepayment on term loan	80,000,000
Debt instrument, face amount	$ 360,750,000

Subsequent events - Scheduled Quarterly Principal Payments (Details) - Subsequent Event - Secured Debt $ in Thousands	Oct. 29, 2021 USD ($)
Subsequent Event [Line Items]
2022	$ 4,509
2023 and 2024	6,764
2025 and 2026	$ 9,019

Subsequent events - Loan Margins and Commitment Fee Rates (Details) - Subsequent Event	Oct. 29, 2021
Subsequent Event [Line Items]
Commitment fee rate	0.30%
Debt Covenant, Range One
Subsequent Event [Line Items]
Commitment fee rate	0.30%
Debt Covenant, Range One \| Minimum
Subsequent Event [Line Items]
Debt instrument, leverage ratio	2.50
Debt Covenant, Range Two
Subsequent Event [Line Items]
Commitment fee rate	0.25%
Debt Covenant, Range Two \| Minimum
Subsequent Event [Line Items]
Debt instrument, leverage ratio	1.50
Debt Covenant, Range Two \| Maximum
Subsequent Event [Line Items]
Debt instrument, leverage ratio	2.50
Debt Covenant, Range Three
Subsequent Event [Line Items]
Commitment fee rate	0.20%
Debt Covenant, Range Three \| Minimum
Subsequent Event [Line Items]
Debt instrument, leverage ratio	0.75
Debt Covenant, Range Three \| Maximum
Subsequent Event [Line Items]
Debt instrument, leverage ratio	1.50
Debt Covenant, Range Four
Subsequent Event [Line Items]
Commitment fee rate	0.15%
Debt Covenant, Range Four \| Maximum
Subsequent Event [Line Items]
Debt instrument, leverage ratio	0.75
Eurodollar
Subsequent Event [Line Items]
Debt instrument, lending margin, interest rate	2.00%
Eurodollar \| Debt Covenant, Range One
Subsequent Event [Line Items]
Debt instrument, lending margin, interest rate	2.00%
Eurodollar \| Debt Covenant, Range Two
Subsequent Event [Line Items]
Debt instrument, lending margin, interest rate	1.75%
Eurodollar \| Debt Covenant, Range Three
Subsequent Event [Line Items]
Debt instrument, lending margin, interest rate	1.50%
Eurodollar \| Debt Covenant, Range Four
Subsequent Event [Line Items]
Debt instrument, lending margin, interest rate	1.25%
BR \| Debt Covenant, Range One
Subsequent Event [Line Items]
Debt instrument, lending margin, interest rate	1.00%
BR \| Debt Covenant, Range Two
Subsequent Event [Line Items]
Debt instrument, lending margin, interest rate	0.75%
BR \| Debt Covenant, Range Three
Subsequent Event [Line Items]
Debt instrument, lending margin, interest rate	0.50%
BR \| Debt Covenant, Range Four
Subsequent Event [Line Items]
Debt instrument, lending margin, interest rate	0.25%

Subsequent events - Contractual Maturity of Long-Term Debt (Details) - USD ($) $ in Thousands	Oct. 31, 2021	Oct. 29, 2021	Oct. 02, 2021	Dec. 31, 2020
Subsequent Event [Line Items]
Deferred financing costs			$ (889)	$ (1,098)
Original issue discount			(424)	(524)
Less current portion			(15,000)	(15,000)
Total			$ 162,437	$ 173,378
Subsequent Event
Subsequent Event [Line Items]
2022		$ 18,038
2023		27,056
2024		27,056
2025		36,075
2026 and thereafter		252,525
Deferred financing costs	$ (1,003)	(1,750)
Original issue discount		(1,438)
Total long-term debt		357,562
Less current portion		(13,528)
Total		$ 344,034

Subsequent events - Consideration for Misonix (Details) - Subsequent Event - Misonix $ / shares in Units, $ in Thousands	Oct. 29, 2021 USD ($) $ / shares shares
Subsequent Event [Line Items]
Cash	$ 182,988
Value of Misonix options settled in Bioventus options	22,624
Merger consideration	480,174
Other cash consideration	33,004
Total Misonix consideration	$ 513,178
Common Stock
Subsequent Event [Line Items]
Number of shares issued as consideration in merger (in shares) \| shares	18,340,790
Business acquisition, share price (in dollars per share) \| $ / shares	$ 14.97
Bioventus Class A shares	$ 274,562

Label	Element	Value
Other Comprehensive Income (Loss), Cumulative Foreign Currency Transaction And Translation Adjustment, Net Of Tax	bvs_OtherComprehensiveIncomeLossCumulativeForeignCurrencyTransactionAndTranslationAdjustmentNetOfTax	$ (1,507,000)
Other Comprehensive Income (Loss), Cumulative Foreign Currency Transaction And Translation Adjustment, Net Of Tax	bvs_OtherComprehensiveIncomeLossCumulativeForeignCurrencyTransactionAndTranslationAdjustmentNetOfTax	282,000
APIC, Share-based Payment Arrangement, Increase for Cost Recognition	us-gaap_AdjustmentsToAdditionalPaidInCapitalSharebasedCompensationRequisiteServicePeriodRecognitionValue	13,774,000
Noncontrolling Interest, Increase From Deconsolidation Of Variable Interest Entity	bvs_NoncontrollingInterestIncreaseFromDeconsolidationOfVariableInterestEntity	3,746,000
AOCI Including Portion Attributable to Noncontrolling Interest [Member]
Other Comprehensive Income (Loss), Cumulative Foreign Currency Transaction And Translation Adjustment, Net Of Tax	bvs_OtherComprehensiveIncomeLossCumulativeForeignCurrencyTransactionAndTranslationAdjustmentNetOfTax	204,000
Member Units [Member]
Other Comprehensive Income (Loss), Cumulative Foreign Currency Transaction And Translation Adjustment, Net Of Tax	bvs_OtherComprehensiveIncomeLossCumulativeForeignCurrencyTransactionAndTranslationAdjustmentNetOfTax	(1,507,000)
Net Income (Loss), Including Portion Attributable to Noncontrolling Interest	us-gaap_ProfitLoss	25,977,000
Additional Paid-in Capital [Member]
APIC, Share-based Payment Arrangement, Increase for Cost Recognition	us-gaap_AdjustmentsToAdditionalPaidInCapitalSharebasedCompensationRequisiteServicePeriodRecognitionValue	10,248,000
Noncontrolling Interest [Member]
Other Comprehensive Income (Loss), Cumulative Foreign Currency Transaction And Translation Adjustment, Net Of Tax	bvs_OtherComprehensiveIncomeLossCumulativeForeignCurrencyTransactionAndTranslationAdjustmentNetOfTax	78,000
APIC, Share-based Payment Arrangement, Increase for Cost Recognition	us-gaap_AdjustmentsToAdditionalPaidInCapitalSharebasedCompensationRequisiteServicePeriodRecognitionValue	3,526,000
Noncontrolling Interest, Increase From Deconsolidation Of Variable Interest Entity	bvs_NoncontrollingInterestIncreaseFromDeconsolidationOfVariableInterestEntity	3,746,000
Net Income (Loss), Including Portion Attributable to Noncontrolling Interest	us-gaap_ProfitLoss	(8,260,000)
Retained Earnings [Member]
Net Income (Loss), Including Portion Attributable to Noncontrolling Interest	us-gaap_ProfitLoss	$ (6,238,000)

The consolidated profit or loss for the period, net of income taxes, including the portion attributable to the noncontrolling interest.