0001628280-22-022592 | 10-Q | XBRL Viewer

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Cover Page - shares	6 Months Ended
Cover Page - shares	Jul. 02, 2022	Aug. 05, 2022
Document Information [Line Items]
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Jul. 02, 2022
Document Transition Report	false
Entity File Number	001-37844
Entity Registrant Name	BIOVENTUS INC.
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	81-0980861
Entity Address, Address Line One	4721 Emperor Boulevard
Entity Address, Address Line Two	Suite 100
Entity Address, City or Town	Durham
Entity Address, State or Province	NC
Entity Address, Postal Zip Code	27703
City Area Code	919
Local Phone Number	474-6700
Title of 12(b) Security	Class A Common Stock, $0.001 par value per share
Trading Symbol	BVS
Security Exchange Name	NASDAQ
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	false
Entity Emerging Growth Company	true
Entity Ex Transition Period	true
Entity Shell Company	false
Amendment Flag	false
Entity Central Index Key	0001665988
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2022
Document Fiscal Period Focus	Q2
Common Class A
Document Information [Line Items]
Entity Common Stock, Shares Outstanding (in shares)		61,664,158
Common Class B
Document Information [Line Items]
Entity Common Stock, Shares Outstanding (in shares)		15,786,737

Consolidated condensed statements of operations and comprehensive (loss) income - USD ($)
$ in Thousands

3 Months Ended

6 Months Ended

Jul. 02, 2022

Jul. 03, 2021

Jul. 02, 2022

Jul. 03, 2021

Income Statement [Abstract]

Net sales

$ 140,331

$ 109,816

$ 257,621

$ 191,594

Cost of sales (including depreciation and amortization of $9,684, $5,618, $18,902 and $10,854 respectively)

43,677

33,503

85,265

55,725

Gross profit

96,654

76,313

172,356

135,869

Selling, general and administrative expense

89,620

69,050

175,744

103,736

Research and development expense

6,366

4,836

13,294

5,783

Restructuring costs

1,007

1,584

Change in fair value of contingent consideration

273

641

542

641

Depreciation and amortization

2,696

1,852

5,950

3,777

Impairment of variable interest entity assets

5,674

Operating (loss) income

(3,308)

(5,740)

(24,758)

16,258

Interest expense (income), net

2,578

1,681

1,028

(1,195)

Other expense

884

1,645

922

2,064

Other expense

3,462

3,326

1,950

869

(Loss) income before income taxes

(6,770)

(9,066)

(26,708)

15,389

Income tax expense (benefit), net

1,244

1,714

(3,888)

1,641

Net (loss) income

(8,014)

(10,780)

(22,820)

13,748

Loss attributable to noncontrolling interest

762

6,654

4,291

7,062

Net (loss) income attributable to Bioventus Inc.

(7,252)

(4,126)

(18,529)

20,810

Change in foreign currency translation adjustments

(507)

(1,189)

(859)

Comprehensive (loss) income

(8,521)

(10,757)

(24,009)

12,889

Comprehensive loss attributable to noncontrolling interest

868

6,648

4,537

6,882

Comprehensive (loss) income attributable to Bioventus Inc.

$ (7,653)

$ (4,109)

$ (19,472)

$ 19,771

Earnings Per Share [Abstract]

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

^[1]

$ (0.11)

$ (0.10)

$ (0.30)

$ (0.12)

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

^[1]

$ (0.11)

$ (0.10)

$ (0.30)

$ (0.12)

Weighted Average Number of Shares Outstanding [Abstract]

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

^[1]

61,475,350

41,805,347

60,977,556

41,802,840

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

^[1]

61,475,350

41,805,347

60,977,556

41,802,840

[1]

(1) Per share information for the six months ended July 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 July 3, 2021, the period following Bioventus Inc.'s initial public offering and related transactions described in Note 1. Organization and Note 8. Earnings per share within the Notes to the unaudited condensed consolidated financial statements.

Consolidated condensed statements of operations and comprehensive (loss) income (Parenthetical) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jul. 02, 2022	Jul. 03, 2021	Jul. 02, 2022	Jul. 03, 2021
Income Statement [Abstract]
Depreciation and amortization	$ 9,684	$ 5,618	$ 18,902	$ 10,854

Consolidated condensed balance sheets - USD ($) $ in Thousands	Jul. 02, 2022	Dec. 31, 2021
Current assets:
Cash and cash equivalents	$ 41,001	$ 43,933
Restricted cash	0	5,280
Accounts receivable, net	143,018	124,963
Inventory	69,078	61,688
Prepaid and other current assets	24,060	27,239
Total current assets	277,157	263,103
Restricted cash, less current portion	0	50,000
Property and equipment, net	25,112	22,985
Goodwill	143,156	147,623
Intangible assets, net	666,523	695,193
Operating lease assets	18,342	17,186
Deferred tax assets	0	481
Investment and other assets	78,486	29,291
Total assets	1,208,776	1,225,862
Current liabilities:
Accounts payable	25,735	16,915
Accrued liabilities	146,758	131,473
Accrued equity-based compensation	0	10,875
Current portion of long-term debt	22,547	18,038
Other current liabilities	3,833	3,558
Total current liabilities	198,873	180,859
Long-term debt, less current portion	351,433	339,644
Deferred income taxes	98,892	133,518
Contingent consideration	16,871	16,329
Other long-term liabilities	22,517	21,723
Total liabilities	688,586	692,073
Commitments and contingencies
Stockholders’ Equity:
Additional paid-in capital	473,796	465,272
Accumulated deficit	(25,131)	(6,602)
Accumulated other comprehensive (loss) income	(764)	179
Total stockholders’ equity attributable to Bioventus Inc.	447,981	458,924
Noncontrolling interest	72,209	74,865
Total stockholders’ equity	520,190	533,789
Total liabilities and stockholders’ equity	1,208,776	1,225,862
Common Class A
Stockholders’ Equity:
Common stock, value	64	59
Common Class B
Stockholders’ Equity:
Common stock, value	$ 16	$ 16

Consolidated condensed balance sheets (Parenthetical) - $ / shares	Jul. 02, 2022	Dec. 31, 2021
Preferred stock, par value (in dollars per share)	$ 0.001	$ 0.001
Preferred stock, shares authorized (in shares)	10,000,000	10,000,000
Preferred stock, shares issued (in shares)	0	0
Common Class A
Common stock, par value (in dollars per share)	$ 0.001	$ 0.001
Common stock, shares authorized (in shares)	250,000,000	250,000,000
Common stock, shares outstanding (in shares)	61,656,499	59,548,504
Common stock, shares issued (in shares)	61,656,499	59,548,504
Common Class B
Common stock, par value (in dollars per share)	$ 0.001	$ 0.001
Common stock, shares authorized (in shares)	50,000,000	50,000,000
Common stock, shares outstanding (in shares)	15,786,737	15,786,737
Common stock, shares issued (in shares)	15,786,737	15,786,737

Consolidated condensed statements of changes in stockholders' and members' equity - USD ($) $ in Thousands	Total	Public Offering	Members’ Equity	Common Stock Common Class A	Common Stock Common Class B	Common Stock Public Offering Common Class A	Additional Paid-In -Capital	Additional Paid-In -Capital Public Offering	Accumulated other comprehensive income (loss)	Accumulated Deficit	Non- controlling interest
Beginning balance (in shares) at Dec. 31, 2020				0	0
Beginning balance at Dec. 31, 2020				$ 0	$ 0		$ 0		$ 0	$ 0	$ 0
Members' equity, beginning balance at Dec. 31, 2020	$ 144,160		$ 144,160
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income (loss)	13,748
Ending balance (in shares) at Jul. 03, 2021				41,062,652	15,786,737
Ending balance at Jul. 03, 2021	219,364		0	$ 41	$ 16		146,199		468	(5,167)	77,807
Beginning balance (in shares) at Apr. 03, 2021				41,038,589	15,786,737
Beginning balance at Apr. 03, 2021	220,282			$ 41	$ 16		142,923		451	(1,041)	77,892
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Issuance of common stock (in shares)				24,063
Issuance of common stock	314						314
Distribution to Controlling LLC Owner	(74)						(1,393)				1,319
Net income (loss)	(10,780)									(4,126)	(6,654)
Deconsolidation of variable interest entity	3,746										3,746
Equity based compensation	5,853						4,355				1,498
Translation adjustment	23								17		6
Ending balance (in shares) at Jul. 03, 2021				41,062,652	15,786,737
Ending balance at Jul. 03, 2021	219,364		$ 0	$ 41	$ 16		146,199		468	(5,167)	77,807
Beginning balance (in shares) at Dec. 31, 2021				59,548,504	15,786,737
Beginning balance at Dec. 31, 2021	533,789			$ 59	$ 16		465,272		179	(6,602)	74,865
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Issuance of common stock (in shares)						2,107,995
Issuance of common stock		$ 4,257				$ 5		$ 4,252
Net income (loss)	(22,820)									(18,529)	(4,291)
Equity based compensation	9,505						7,624				1,881
Tax withholdings on equity compensation awards	(3,352)						(3,352)
Translation adjustment	(1,189)								(943)		(246)
Ending balance (in shares) at Jul. 02, 2022				61,656,499	15,786,737
Ending balance at Jul. 02, 2022	520,190			$ 64	$ 16		473,796		(764)	(25,131)	72,209
Beginning balance (in shares) at Apr. 02, 2022				61,357,270	15,786,737
Beginning balance at Apr. 02, 2022	521,918			$ 62	$ 16		467,940		(363)	(17,879)	72,142
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Issuance of common stock (in shares)				299,229
Issuance of common stock	2,177			$ 2			2,175
Net income (loss)	(8,014)									(7,252)	(762)
Equity based compensation	4,616						3,681				935
Translation adjustment	(507)								(401)		(106)
Ending balance (in shares) at Jul. 02, 2022				61,656,499	15,786,737
Ending balance at Jul. 02, 2022	$ 520,190			$ 64	$ 16		$ 473,796		$ (764)	$ (25,131)	$ 72,209

Consolidated condensed statements of cash flows - USD ($) $ in Thousands	6 Months Ended
	Jul. 02, 2022	Jul. 03, 2021
Operating activities:
Net (loss) income	$ (22,820)	$ 13,748
Adjustments to reconcile net (loss) income to net cash from operating activities:
Depreciation and amortization	24,863	14,663
Provision (recovery) for expected credit losses	2,505	(359)
Equity-based compensation from 2021 Stock Incentive Plan	9,505	7,797
Profits interest plan, liability-classified and other equity awards compensation	0	(24,356)
Change in fair value of contingent consideration	542	641
Change in fair value of interest rate swap	(4,196)	(1,310)
Deferred income taxes	(27,698)	(981)
Change in fair value of Equity Participation Rights	0	(2,774)
Impairments related to variable interest entity	0	7,043
Other, net	1,428	726
Changes in operating assets and liabilities:
Accounts receivable	(21,157)	(9,370)
Inventories	(2,614)	3,913
Accounts payable and accrued expenses	17,747	2,917
Other current and noncurrent assets and liabilities	3,815	(13,011)
Net cash from operating activities	(18,080)	(713)
Investing activities:
Investment held in trust for the acquisition of CartiHeal	(50,000)	0
Acquisitions, net of cash acquired	(231)	(45,790)
Purchase of property and equipment	(4,990)	(2,642)
Investments and acquisition of distribution rights	(1,478)	(864)
Net cash from investing activities	(56,699)	(49,296)
Financing activities:
Proceeds from issuance of Class A common stock sold in initial public offering, net of underwriting discounts and offering costs	0	107,777
Proceeds from issuance of Class A and B common stock	4,257	330
Tax withholdings on equity-based compensation	(3,352)	0
Borrowing on revolver	25,000	0
Payments on long-term debt	(9,019)	(7,500)
Refunds from members	0	813
Other, net	(26)	(11)
Net cash from financing activities	16,860	101,409
Effect of exchange rate changes on cash	(293)	(171)
Net change in cash, cash equivalents and restricted cash	(58,212)	51,229
Cash, cash equivalents and restricted cash at the beginning of the period	99,213	86,839
Cash, cash equivalents and restricted cash at the end of the period	41,001	138,068
Supplemental disclosure of noncash investing and financing activities
Accrued member distributions	0	305
Accounts payable for purchase of property, plant and equipment	$ 67	$ 695

Organization	6 Months Ended
Organization	Jul. 02, 2022
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Organization	Organization The Company Bioventus Inc. (together with its subsidiaries, the Company) 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). Bioventus Inc. functions as a holding company with no direct operations, material assets or liabilities other than the equity interest in BV LLC. 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. 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. The Company is headquartered in Durham, North Carolina and has approximately 1,160 employees. 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. The Company is the sole managing member of, has a majority economic interest in, has 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 for the interest not held by the Company. IPO Transactions In connection with the IPO, the Company completed the following transactions (Transactions). •Amended and restated the limited liability company agreement of BV LLC (BV 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 (Original BV LLC Owners) for new LLC Interests; and (iii) appoint Bioventus Inc. as the sole managing member of BV LLC. Refer to Note 7. Stockholders’ equity for further information. •Amended and restated the Bioventus Inc. certificate of incorporation to, among other things, (i) provide for an increase in the authorized shares of Class A common stock; (ii) provide for Class B common stock with voting rights but no economic interest, which shares were issued to the Original BV LLC Owners on a one-for-one basis with the number of LLC Interests they owned; and (iii) provide for undesignated preferred stock. Refer to Note 7. Stockholders’ equity for further information. •Acquired, by merger, ten entities that were Original BV LLC Owners (Former LLC Owners), for which the Company issued 31,838,589 shares of Class A common stock as merger consideration (IPO Mergers). 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 IPO Mergers, the 31,838,589 shares of Class B common stock were canceled, and the Company recognized the 31,838,589 LLC Interests at carrying value, as the IPO Mergers are considered to be a recapitalization transaction. 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 2022 end on April 2, July 2 and October 1. Comparable periods for 2021 ended on April 3, July 3 and October 2. 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 2021 Annual Report on Form 10-K. The balance sheet at December 31, 2021 has been derived from the audited consolidated financial statements of the Company, but does not include all the disclosures required by U.S. GAAP. 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 are generally earlier than when emerging growth companies are required to adopt.

Balance sheet information

6 Months Ended

Jul. 02, 2022

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:


	July 2, 2022		December 31, 2021
Cash and cash equivalents	$	41,001	$	43,933
Restricted cash
Current	—		5,280
Noncurrent	—		50,000
	$	41,001	$	99,213

As of December 31, 2021, current restricted cash consisted of an escrow deposit with a financial institution for the purpose of paying a Paycheck Protection Program loan acquired as part of a business combination. This loan was forgiven during the second quarter of 2022.

As of December 31, 2021, noncurrent restricted cash consisted of an escrow deposit with a financial institution for a potential acquisition, which is now reported in investment and other assets on the consolidated balance sheets. Refer to Note 3. Acquisitions 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:


	July 2, 2022		December 31, 2021
Accounts receivable	$	148,310	$	128,365
Less: Allowance for credit losses	(5,292)		(3,402)
	$	143,018	$	124,963

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. The Company has a diverse customer base with no single customer representing ten percent or more of sales or accounts receivable. Historically, the Company’s reserves have been adequate to cover credit losses.

Changes in credit losses were as follows:


	Three Months Ended				Six Months Ended
	July 2, 2022		July 3, 2021		July 2, 2022		July 3, 2021
Beginning balance	$	(4,254)	$	(3,811)	$	(3,402)	$	(3,990)
Provision	(1,353)		550		(2,505)		359
Write-offs	456		278		825		684
Recoveries	(141)		(36)		(210)		(72)
Ending balance	$	(5,292)	$	(3,019)	$	(5,292)	$	(3,019)

Inventory

Inventory consisted of the following as of:


	July 2, 2022		December 31, 2021
Raw materials and supplies	$	16,085	$	12,213
Finished goods	54,277		50,805
Gross	70,362		63,018
Excess and obsolete reserves	(1,284)		(1,330)
	$	69,078	$	61,688

Prepaid and other current assets

Prepaid and other current assets consisted of the following as of:


	July 2, 2022		December 31, 2021
Prepaid taxes	$	4,598	$	12,236
Prepaid and other current assets	19,462		15,003
	$	24,060	$	27,239

Goodwill

Changes in the carrying amounts of goodwill by reportable segment during the six months ended July 2, 2022 are as follows:


	U.S.		International		Consolidated
Balance at December 31, 2021	$	138,863	$	8,760	$	147,623
Purchase accounting adjustments	(4,467)		—		(4,467)
Balance at July 2, 2022	$	134,396	$	8,760	$	143,156

Purchase accounting adjustments result from the changes in the preliminary fair values of assets acquired and liabilities assumed in acquisitions. Refer to Note 3. Acquisitions and investments for further details concerning these fair value changes. There were no accumulated goodwill impairment losses as of July 2, 2022 or December 31, 2021.

Accrued liabilities

Accrued liabilities consisted of the following as of:


	July 2, 2022		December 31, 2021
Gross-to-net deductions	$	71,985	$	67,945
Bonus and commission	14,838		23,342
Compensation and benefits	11,521		10,665
Income and other taxes	26,704		8,139
Other liabilities	21,710		21,382
	$	146,758	$	131,473

Acquisitions and investments

6 Months Ended

Jul. 02, 2022

Business Combination and Asset Acquisition [Abstract]

Acquisitions and investments

Misonix, Inc.

On October 29, 2021, in order to broaden its portfolio, the Company acquired 100% of the capital stock of Misonix, Inc. (Misonix) in a cash-and-stock transaction (the Misonix Acquisition). 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. The fair value of the consideration for the Misonix Acquisition is comprised of the following:


	Common Shares	Price per Share(a)		Amount
Cash				$	182,988
Bioventus Class A shares	18,340,790	$	14.97	274,562
Value of Misonix options settled in Bioventus options				27,636
Merger consideration				485,186
Other cash consideration				40,130
Total Misonix consideration				$	525,316

(a)Closing price of the Company’s Class A common stock as of October 28, 2021.

The Company accounted for the Misonix Acquisition using the acquisition method of accounting whereby the total purchase price was preliminarily allocated to tangible and intangible assets acquired and liabilities assumed based on respective fair values. The following table summarizes the preliminary fair values of the assets acquired and liabilities assumed at the acquisition date:


Fair value of consideration	$	525,316
Assets acquired and liabilities assumed:
Cash and cash equivalents	7,126
Accounts receivable	13,301
Inventory	23,428
Prepaid and other current assets	419
Property and equipment, net	10,280
Intangible assets	486,500
Operating lease assets	1,049
Deferred tax assets	6,448
Other assets	77
Accounts payable and accrued liabilities	(16,888)
Other current liabilities	(589)
Deferred income taxes	(94,012)
Other liabilities	(1,351)
Net assets acquired	435,788
Resulting goodwill	$	89,528

As of July 2, 2022, the purchase price allocation for the Misonix Acquisition was preliminary in nature and subject to completion. Adjustments to the current fair value estimates in the above table may occur as the process conducted for various valuations and assessments is finalized, including tax liabilities and other working capital accounts. Changes to the preliminary purchase price allocation during the six months ended July 2, 2022 related to a deferred tax asset recognition of $6,448 and a reduction in inventory and property and equipment, net of $1,292 and $291, respectively.

Nearly 100% of the goodwill represents the estimated future economic benefits arising from other assets acquired that could not be individually identified and separately recognized. The factors contributing to the recognition of goodwill are based on several strategic and synergistic benefits that are expected to be realized from the Misonix Acquisition. The goodwill is not tax deductible and was allocated to the U.S. reporting unit for purposes of the evaluation for any future goodwill impairment.

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


	Useful Life (in years)	Fair Value
Intellectual property	15 - 20 years	$	477,000
Customer relationships	12 years	9,500
		$	486,500

The preliminary fair value of the Misonix intellectual property was determined using a variation of the income approach or the multi-period excess earnings method, with projected earnings discounted at a rate of 12.0%. The preliminary fair value of the customer relationship asset was determined using the income approach or the profit-split method, with projected cash flow discounted at a rate of 12.0%. The determination of the useful lives was based upon consideration of market participant assumptions and transaction specific factors.

Bioness, Inc.

On March 30, 2021, the Company acquired 100% of the capital stock of Bioness, Inc. (Bioness Acquisition) for $48,933 in cash and future contingent consideration payments. 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.

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. The Bioness Acquisition Agreement includes maximum earn-out payments of $65,000 as follows:

•$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.

In December 2021, it became clear that the $15,000 FDA approval milestone would not be met, therefore, was assigned no value and was recorded as a measurement period adjustment. As of December 31, 2021, the maximum contingent earn-out payment decreased to $50,000 as a result.

Consolidated Pro Forma Results

The results of operations of Misonix have been included in the accompanying consolidated financial statements since the October 29, 2021 acquisition date. The Company’s consolidated statements of operations reflect net sales of $21,604 and $41,027 and a net loss of $2,969 and $10,316, attributable to Misonix, for the three and six months ended July 2, 2022, respectively.

The results of operations of Misonix and Bioness have been included in the accompanying consolidated financial statements since their respective acquisition dates of October 29, 2021 and March 30, 2021. Revenue and earnings including the Bioness and Misonix operations as if the companies were acquired at January 1, 2021 are as follows:


	Three Months Ended		Six Months Ended
	July 3, 2021		July 3, 2021
Net sales	$	129,501	$	238,573
Net income	$	2,502	$	23,333

The historical consolidated financial information of the Company, Misonix and Bioness have been adjusted in the pro forma information to give effect to pro forma events that are (1) directly attributable to both the Misonix and Bioness acquisitions, (2) factually supportable and (3) expected to have a continuing impact on the combined results. The unaudited pro forma results include adjustments to reflect the inventory step-up amortization, the incremental intangible asset amortization to be incurred based on the valuations of the assets acquired, transaction costs that would have been incurred in the prior period, vesting of equity-based compensation that was accelerated due to the Misonix Acquisition, adjustments to financing costs to reflect the new capital structure as well as the income tax effect and the noncontrolling interest impact of these adjustments. These pro forma amounts are not necessarily indicative of the results that would have been obtained if the acquisitions had occurred prior to the beginning of the period presented or that may occur in the future, and does not reflect future synergies, integration costs, or other such costs or savings.

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 of the Collaboration Agreement 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 three and six months ended July 3, 2021 in the consolidated condensed statements of operations and comprehensive (loss) income, of which $5,176 was 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. This amount was recorded within other expense for the three and six months ended July 3, 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.

Equity Method

On January 30, 2018, the Company purchased 337,397 shares of Series F Convertible Preferred Stock of CartiHeal (2009) Ltd. (CartiHeal), a privately held entity, for $2,500. On January 22, 2020, the Company made an additional $152 investment in CartiHeal, through a Simple Agreement for Future Equity (SAFE). On July 15, 2020, CartiHeal completed the future equity financing and the Company received 12,825 in Series G-1 Preferred Shares resulting in the SAFE being terminated. In addition, on July 15, 2020, the Company entered into an Option and Equity Purchase Agreement with CartiHeal (Option Agreement). In connection with the Company’s entry into the Option Agreement, the Company purchased 1,014,267 shares of CartiHeal Series G Preferred Shares for $15,000. The Company had a 10.03% equity ownership of CartiHeal’s fully diluted shares and its investment carrying value was $16,090 and $16,771 as of July 2, 2022 and December 31, 2021, respectively. The investment does not have a readily determinable fair value and is included within investments and other assets on the consolidated balance sheets. Beginning in July 2020, the Company was able to exercise significant influence over CartiHeal but did not have control and as a result the investment was recognized as an equity method investment. Net losses from equity method investments for the three months ended July 2, 2022 and July 3, 2021 and the six months ended July 2, 2022 and July 3, 2021, totaled $280, $432, $681 and $901, respectively, which are included in other expense on the consolidated statement of operations and comprehensive income.

The Option Agreement provided the Company with an exclusive option to acquire 100% of CartiHeal’s shares (Call Option), and provided CartiHeal with a put option that would require the Company to purchase 100% of CartiHeal’s shares under certain conditions (Put Option). In August 2021, CartiHeal achieved pivotal clinical trial success, as defined in the Option Agreement, for the CartiHeal device. In order to preserve the Company’s Call Option, in accordance with the Option Agreement and upon approval of the Board of Directors (BOD), the Company deposited $50,000 into escrow in August 2021 for the potential acquisition of CartiHeal. The escrow deposit was historically presented as restricted cash on the consolidated balance sheets until it was transferred to a payment agent and held in trust on June 16, 2022. The transferred deposit was held in trust for the benefit of CartiHeal Security Holders as a down payment for the acquisition of CartiHeal and is included within investment and other assets on the consolidated balance sheets as of July 3, 2021.

In April 2022, the Company exercised its Call Option to acquire all of the remaining shares of CartiHeal, excluding shares already owned by the Company, for approximately $314,895. The Company’s decision to exercise the option followed the U.S. Food and Drug Administration’s March 29, 2022 premarket approval of CartiHeal’s Agili-CTM implant.

On June 17, 2022 the Company entered into an amendment to the Option Agreement with CartiHeal (CartiHeal Amendment) and Elron Ventures Limited, in its capacity as the shareholder representative. The Company will now defer $215,000 of upfront consideration (Deferred Amount) otherwise payable to CartiHeal stockholders at the closing of the acquisition of CartiHeal pursuant to the CartiHeal Amendment. The Deferred Amount will be paid to CartiHeal stockholders upon the earlier of the achievement of certain milestones and the occurrence of certain installment payment dates. The Deferred Amount will be paid in five tranches commencing in 2023 and ending no later than 2027.

Pursuant to the CartiHeal Amendment, the Company will pay interest on each tranche of the Deferred Amount at a rate of 8.0% annually, until such tranche is paid. An additional $134,955 will be payable upon achievement of $75,000 in trailing twelve month sales pursuant to the CartiHeal Amendment. The acquisition of CartiHeal closed on July 12, 2022. At the closing, the Company paid to CartiHeal stockholders an aggregate up-front payment of $100,000 (inclusive of the previously discussed escrow deposit). The Company also paid approximately $8,000 of CartiHeal’s transaction related fees and expenses. Refer to Note 14. Subsequent events for further details regarding the acquisition of CartiHeal.

Financial instruments

6 Months Ended

Jul. 02, 2022

Debt Disclosure [Abstract]

Financial instruments

Long-term debt consisted of the following as of:


	July 2, 2022		December 31, 2021
Term Loan due December 2026 (3.67% at July 2, 2022)	$	351,731	$	360,750
Revolver due December 2026 (3.41% at July 2, 2022)	25,000		—
Less:
Current portion of long-term debt	(22,547)		(18,038)
Unamortized debt issuance cost	(1,513)		(1,687)
Unamortized discount	(1,238)		(1,381)
	$	351,433	$	339,644

The Company’s Credit and Guaranty Agreement, dated as of December 6, 2019, as amended (the 2019 Credit Agreement) requires it to comply with financial and other covenants. The Company complied with all covenants as of July 2, 2022. The 2019 Credit Agreement contains a $50,000 revolving credit facility, from which there was $25,000 in outstanding borrowings as of July 2, 2022 and none at December 31, 2021.

The estimated fair value of the Term Loan under the 2019 Credit Agreement as of July 2, 2022 was $328,429. 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.

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. Net interest income of $272 and expense of $255 was recorded related to the change in fair value of the interest rate swap for the three months ended July 2, 2022 and July 3, 2021, respectively. Net interest income of $4,196 and $1,310 were recorded related to the change in fair value of the interest rate swap for the six months ended July 2, 2022 and July 3, 2021, respectively.

The notional amount of the swap totaled $100,000, or 28.4% of the Term Loan outstanding principal at July 2, 2022. The swap locked in the variable portion of the interest rate on the $100,000 notional at 0.64%.

Refer to Note 14. Subsequent events for financing details and loan modifications involved in the acquisition of CartiHeal.

- Definition

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.

+ References

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-Name Accounting Standards Codification
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+ Details

Fair value measurements

6 Months Ended

Jul. 02, 2022

Fair Value Disclosures [Abstract]

Fair value measurements

Fair value measurementsThe process for determining fair value has not changed from that described in the Company’s 2021 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 assets and liabilities measured at fair value on a recurring basis using Level 2 and Level 3 inputs:


	July 2, 2022						December 31, 2021
	Total		Level 2		Level 3		Total		Level 2		Level 3
Assets:
Interest rate swap	$	5,324	$	5,324	$	—	$	1,128	$	1,128	$	—
Liabilities:
Contingent consideration	$	16,871	$	—	$	16,871	$	16,329	$	—	$	16,329

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 prepaid and other current assets. Changes in fair value are recognized as interest income or 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 for certain milestones. For other milestones, the Company used a variation of the income approach where revenue was simulated in a risk-neutral framework using Geometric Brownian Motion, a stock price behavior model.

Key assumptions used to estimate the fair value of contingent consideration include projected financial information, market data and the probability and timing of achieving the specific targets as discussed in Note 3. Acquisitions and investments. After the initial valuation, the Company generally uses its best estimate to measure contingent consideration 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

6.4% - 6.8%

Payment period

2024 - 2025

Significant changes in these assumptions could result in a significantly higher or lower fair value. The contingent consideration reported in the above table resulted from the Bioness Acquisition on March 30, 2021, which is adjusted quarterly based upon the passage of time or the anticipated success or failure of achieving certain milestones. Changes in contingent consideration related to the Bioness Acquisition totaled $273 and $542 for the three and six months ended July 2, 2022, respectively, and $641 for the three and six months ended July 3, 2021 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 six months ended July 3, 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 were settled 12 months following the termination. Vested awardees whose BV LLC employment terminated prior to the IPO had their awards settled in March 2022 for $10,413, which was included in accrued equity-based compensation on the consolidated condensed balance sheets at December 31, 2021. Awardees that were active BV LLC employees at the IPO were entitled to receive an aggregate of 798,422 shares of Class A common stock. In February 2022, awardees received 538,203 shares of Class A common stock, of which 260,219 shares were withheld to satisfy employee payroll taxes.

- Definition

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

6 Months Ended

Jul. 02, 2022

Compensation And Employee Benefit Plans [Abstract]

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 six months ended July 3, 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 totaled $829 for the six months ended July 3, 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 six months ended July 3, 2021.

2021 Plan

The Company operates an equity-based compensation plan (2021 Plan), which 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). As of July 2, 2022, 11,873,784 shares of Class A common stock were authorized to be awarded and 2,327,540 shares were available for Awards.

Equity-based compensation expense for Awards granted under the 2021 Plan for the three months ended July 2, 2022 and July 3, 2021 and the six months ended July 2, 2022 and July 3, 2021, totaled $4,522, $5,778, $9,253 and $7,722, respectively. 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 were $1,065 and $2,290 income tax benefit related to this expense for the three and six months ended July 2, 2022, respectively. There was no income tax benefit related to equity-based compensation expense for the three and six months ended July 3, 2021.

Restricted Stock Units

During the three and six months ended July 2, 2022, the Company granted time-based RSUs which vest at various dates through March 14, 2026. RSU compensation expense is recognized over the vesting period, which is typically between 1 and 4 years. Unamortized compensation expense related to the RSUs totaled $12,496 at July 2, 2022, and is expected to be recognized over a weighted average period of approximately 3.17 years. A summary of the RSU award activity for the six months ended July 2, 2022 is as follows (number of units in thousands):


	Number of units	Weighted-average grant-date fair value per unit
Unvested at December 31, 2021	1,024	$	14.41
Granted	1,159	12.16
Vested	(739)	14.75
Forfeited or canceled	(174)	12.87
Unvested at July 2, 2022	1,270	$	12.37

Stock Options

During the six months ended July 2, 2022, the Company granted 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 six months ended July 2, 2022 is shown in the following table.


Risk-free interest rate	1.8% - 3.1%
Expected dividend yield	—	%
Expected stock price volatility	33.2% - 33.8%
Expected life of stock options (years)	6.25

The weighted-average grant date fair value of options granted during the six months ended July 2, 2022 was $4.68 per share. 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. Unamortized compensation expense related to the options totaled $16,517 at July 2, 2022, and is expected to be recognized over a weighted average period of approximately 3.43 years.

A summary of stock option activity is as follows for the six months ended July 2, 2022 (number of options in thousands):


	Number of options	Weighted-average exercise price		Weighted average remaining contractual term	Aggregate intrinsic value
Outstanding at December 31, 2021	8,364	$	11.16
Granted	2,393	12.62
Exercised	(471)	7.12
Forfeited or canceled	(469)	13.01
Outstanding at July 2, 2022	9,817	11.63		8.11	$	2,550
Exercisable and vested at July 2, 2022	4,153	$	9.73	6.74	$	2,550

The aggregate intrinsic value is calculated as the difference between the exercise price of the underlying options and the market price of the Company’s Class A common stock for options that had exercise prices lower than $7.11 per share, the closing price of the Company’s Class A common stock on July 1, 2022.

Employee Stock Purchase Plan

The Company operates a non-qualified Employee Stock Purchase Plan (ESPP), which provides for the issuance of shares of the Company’s Class A common stock to eligible employees of the Company that elect to participate in the plan and purchase shares of Class A common stock through payroll deductions at a discounted price. As of July 2, 2022, the aggregate number of shares reserved for issuance under the ESPP was 344,706. A total of 53,826 and 102,819 shares were issued and $94 and $252 of expense was recognized during the three and six months ended July 2, 2022, respectively. A total of 24,063 shares were issued and $75 of expense was recognized during the three and six months ended July 3, 2021.

Stockholders’ equity

6 Months Ended

Jul. 02, 2022

Equity [Abstract]

Stockholders’ equity

Amendment and restatement of certificate of incorporation

On February 16, 2021 the Company amended and restated its certificate of incorporation to, among other things, provide for: (i) the authorization of 250,000,000 shares of Class A common stock with a par value of $0.001 per share; (ii) the authorization of 50,000,000 shares of Class B common stock with a par value of $0.001 per share; (iii) the authorization of 10,000,000 shares of undesignated preferred stock that may be issued from time to time by the BOD in one or more series; and (iv) the establishment of a classified BOD, divided into three classes, each of whose members will serve for staggered three-year terms.

Holders of Class A and 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 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 upon the redemption or exchange of any outstanding LLC Interests.

The Company must, at all times, maintain a one-to-one ratio between the number of outstanding shares of Class A common stock and the number of LLC Interests owned by the Company.

BV LLC recapitalization

As described in Note 1. Organization, on February 16, 2021, the Company amended and restated the BV LLC Agreement to, among other things, (i) provide for the new LLC Interests; (ii) exchange all of the then-existing membership interests of the Original BV LLC Owners for new LLC Interests; and (iii) appoint Bioventus Inc. as the sole managing member of BV LLC.

The BV LLC Agreement also provides that holders of LLC Interests may, from time to time, require the Company to redeem all or a portion of their LLC Interests for newly-issued shares of Class A common stock on a one-for-one basis. The Company may elect to settle any such redemption in shares of Class A common stock or in cash.

The amendment also requires that the Company, at all times, maintain (i) a one-to-one ratio between the number of outstanding shares of Class A common stock and the number of LLC Interests owned by Bioventus Inc. and (ii) 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.

Noncontrolling interest

In connection with any redemption, the Company will receive a corresponding number of LLC Interests, increasing its ownership interest in BV LLC. Future redemptions of LLC Interests will result in a change in ownership and reduce the amount recorded as noncontrolling interest and increase additional paid-in capital. There were no redemptions during the six months ended July 2, 2022 or during the year ended December 31, 2021. The following table summarizes the ownership interest in BV LLC as of July 2, 2022 and December 31, 2021 (number of units in thousands):


	July 2, 2022			December 31, 2021
	LLC Interests	Ownership %		LLC Interests	Ownership %
Number of LLC Interests owned
Bioventus Inc.	61,656	79.6	%	59,548	79.0	%
Continuing LLC Owner	15,787	20.4	%	15,787	21.0	%
Total	77,443	100.0	%	75,335	100.0	%

- Definition

The entire disclosure for shareholders' equity comprised of portions attributable to the parent entity and noncontrolling interest, including other comprehensive income. Includes, but is not limited to, balances of common stock, preferred stock, additional paid-in capital, other capital and retained earnings, accumulated balance for each classification of other comprehensive income and amount of comprehensive income.

+ References

Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
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-Topic 505
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Reference 5: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

Earnings per share

6 Months Ended

Jul. 02, 2022

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 periods presented (amounts in thousands, except share and per share data):



	Three Months Ended
	July 2, 2022		July 3, 2021		Six Months Ended July 2, 2022		February 16, 2021 through July 3, 2021
Numerator:
Net loss	$	(8,014)	$	(10,780)	$	(22,820)	$	(12,229)
Net loss attributable to noncontrolling interests	762		6,654		4,291		7,062
Net loss attributable to Bioventus Inc. Class A common stockholders	$	(7,252)	$	(4,126)	$	(18,529)	$	(5,167)

Denominator:
Weighted-average shares of Class A common stock outstanding - basic and diluted	61,475,350		41,805,347		60,977,556		41,802,840

Net loss per share of Class A common stock, basic and diluted	$	(0.11)	$	(0.10)	$	(0.30)	$	(0.12)

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 July 2, 2022 and July 3, 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
	July 2, 2022	July 3, 2021	Six Months Ended July 2, 2022	February 16, 2021 through July 3, 2021
LLC Interests held by Continuing LLC Owner(a)	15,786,737	15,786,737	15,786,737	15,786,737
Stock options	10,020,106	4,622,287	9,396,023	4,602,747
RSUs	1,137,936	1,221,555	769,809	941,031
Unvested shares of Class A common stock	—	32,458	—	34,698
Total	26,944,779	21,663,037	25,952,569	21,365,213

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

Restructuring costs

6 Months Ended

Jul. 02, 2022

Restructuring and Related Activities [Abstract]

Restructuring costs

Restructuring costs are not allocated to the Company’s reportable segments as they are not part of the segment performance measures regularly reviewed by management. These charges are included in restructuring costs in the consolidated statement of operations and comprehensive (loss) income.

The Company adopted restructuring plans for businesses acquired to reduce headcount, reorganize management structure and consolidate certain facilities during the second half of 2021 (the 2021 Restructuring Plan) and during the first quarter of 2022 (the 2022 Restructuring Plan). The Company planned total pre-tax charges for the 2021 Restructuring Plan to be $3,500, of which $223 and $600 was recognized in the three and six months ended July 2, 2022, respectively, and $2,487 was recorded during the year ended December 31, 2021. Expected pre-tax charges related to the 2022 Restructuring Plan is $2,000, of which $784 and $984 was recognized during the three and six months ended July 2, 2022, respectively.

The Company’s restructuring charges and payments for plans related to businesses recently acquired comprised of the following:


	Employee severance and temporary labor costs		Other charges		Total
Balance at December 31, 2021	$	1,400	$	136	$	1,536
Expenses incurred	1,584		—		1,584
Payments made	(2,034)		(136)		(2,170)
Balance at July 2, 2022	$	950	$	—	$	950

Income taxes	6 Months Ended
Income taxes	Jul. 02, 2022
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 July 2, 2022 and July 3, 2021 and the six months ended July 2, 2022 and July 3, 2021, the Company's estimated effective tax rate was 18.4%, 18.9%, 14.6% and 10.7%, respectively. The decrease for the three months ended July 2, 2022 was primarily due to a change in our forecasted effective rate. The change for the six months ended July 2, 2022 compared to six months ended July 2, 2021 was primarily due to net losses experienced during the first six months of 2022 compared to capitalized expenses resulted from our IPO in 2021. 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 July 2, 2022, the 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.

- Definition

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.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
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-URI https://asc.fasb.org/extlink&oid=121826272&loc=d3e32857-109319

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
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Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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Reference 6: http://www.xbrl.org/2003/role/disclosureRef
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Reference 7: http://www.xbrl.org/2003/role/disclosureRef
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Reference 8: http://www.xbrl.org/2003/role/disclosureRef
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Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
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-URI https://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690

+ Details

Commitments and contingencies

6 Months Ended

Jul. 02, 2022

Commitments and Contingencies Disclosure [Abstract]

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 6.25 years.

The components of lease cost were as follows:


	Three Months Ended				Six Months Ended
	July 2, 2022		July 3, 2021		July 2, 2022		July 3, 2021
Operating lease cost	$	1,180	$	912	$	2,306	$	1,614
Short-term lease cost(a)	145		212		328		329



Total lease cost	$	1,325	$	1,124	$	2,634	$	1,943

(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:


	Six Months Ended
	July 2, 2022		July 3, 2021
Operating cash flows from operating leases	$	2,418	$	1,696




Right-of-use assets obtained in exchange for operating lease obligations	$	3,590	$	—

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


	July 2, 2022			December 31, 2021
Operating lease assets	$	18,342		$	17,186

Operating lease liabilities- current	$	3,779		$	3,504
Operating lease liabilities- noncurrent	15,899			15,038
Total operating lease liabilities	$	19,678		$	18,542








Weighted average remaining lease term (years)
Weighted average remaining lease term (years) for operating leases	5.2			5.6


Weighted average discount rate for operating leases	4.3		%	4.7		%

Governmental and 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 amount of the claim, and an estimate of the possible loss or range of loss, if such an estimate can be made. Legal fees are expensed as incurred. With respect to governmental proceedings and investigations, like other companies in the 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 and its affiliates operate. 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.

The Company is presently unable to predict the duration, scope, or result of the following matters. 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, are not within the Company’s complete control and might not be known for extended periods of time. 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.

Misonix stockholder

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 named Misonix and members of its board of directors as defendants. The Stein Complaint was dismissed on April 6, 2022. 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.) (the Ciccotelli Complaint) against Misonix, members of its board of directors, the Company, and its subsidiaries, Merger Sub I and Merger Sub II, as defendants. Plaintiff voluntarily dismissed the Ciccotelli Complaint on November 10, 2021. 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. Plaintiffs voluntarily dismissed the Rubin and Taylor Complaints on January 21, 2022 and February 18, 2022, respectively.

Each of the complaints asserted 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 had sought, 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.

Misonix former distributor

On March 23, 2017, Misonix’s former distributor in China, Cicel (Beijing) Science & Technology Co., Ltd., filed a lawsuit against Misonix and certain of its officers and directors in the United States District Court for the Eastern District of New York. The complaint alleged that Misonix improperly terminated its contract with the former distributor. The complaint sought various remedies, including compensatory and punitive damages, specific performance and preliminary and post judgment injunctive relief, and asserted various causes of action, including breach of contract, unfair competition, tortious interference with contract, fraudulent inducement, and conversion. On October 7, 2017, the court granted Misonix’s motion to dismiss each of the tort claims asserted against Misonix, and also granted the individual defendants’ motion to dismiss all claims asserted against them. On January 23, 2020, the Court granted Cicel’s motion to amend its complaint, to include claims for alleged defamation and theft of trade secrets in addition to the breach of contract claim. Discovery in the matter ended on August 5, 2021. On January 20, 2022, the Court granted Misonix’s summary judgment motion on Cicel’s breach of contract and defamation claims. Cicel’s motion for reconsideration of the Court’s summary judgment ruling in Misonix’s favor was dismissed by the Court on April 29, 2022. On July 18, 2022, Cicel voluntarily dismissed the remaining claim for trade secret theft and stated its intention to appeal the Court’s January 20, 2022 ruling on the breach of contract and defamation claims to the Court of Appeals. The Company believes that it has various legal and factual defenses to these claims and intends to vigorously defend any appeal of the lower court’s summary judgment rulings in its favor.

Bioness shareholder

Prior to closing the Bioness Acquisition, Bioness had been named as a defendant in a lawsuit, for which the Company is 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 the 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 $2,400 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 $1,200 into escrow. The Company awaits the court’s final ruling on the appropriateness of these fees.

On February 8, 2022, the above referenced minority shareholder of Bioness filed another action in the Delaware State Court of Chancery in connection with our acquisition of Bioness. This action names the former Bioness directors, the Alfred E. Mann Trust (Trust), which was the former majority shareholder of Bioness, the trustees of the Trust and Bioventus as defendants. The complaint alleges, among other things, that the individual directors, the Trust, and the trustees breached their fiduciary duty to the plaintiff in connection with their consideration and approval of our transaction. The complaint also alleges that we aided and abetted the other defendants in breaching their fiduciary duties to the plaintiff and that we breached the Merger Agreement by failing to pay the plaintiff its pro rata share of the merger consideration. We believe that we are indemnified under the indemnification provisions contained in the Bioness Merger Agreement for these claims. On July 20, 2022, we filed a motion to dismiss all claims made against us on various grounds, as did all the other named defendants in the suit. The Court has not yet ruled on any of these motions. We also believe that there are various legal and factual defenses to the claims plaintiff made against us and intend to defend ourselves vigorously.

Other matters

On November 10, 2021, the Company entered into an asset purchase agreement for an HA product and made an upfront payment of $853. An additional maximum payment of $853 is due upon the transfer of certain seller customer data. If the Company is able to obtain a Medical Device Regulation Certification for the product, $1,707 will be paid to the seller within five days. The Company is required to pay royalties through 2026 of 5.0% on the first $569 in sales and 2.5% thereafter.

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, but during the second quarter of 2022, the Company elected to discontinue the development of MOTYS, the initial product candidate under development. The Development Agreement continues until the date when the parties execute a supply agreement for the commercial products or otherwise is terminated under its terms.

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 during the three months ended July 2, 2022 and July 3, 2021 and six months ended July 2, 2022 and July 3, 2021 totaled $4,083, $3,548, $7,415 and $5,925, respectively. These royalties are included in cost of sales within 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 July 2, 2022 and December 31, 2021, 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

6 Months Ended

Jul. 02, 2022

Revenue from Contract with Customer [Abstract]

Revenue recognition

Our policies for recognizing sales have not changed from those described in the Company’s 2021 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				Six Months Ended
	July 2, 2022		July 3, 2021		July 2, 2022		July 3, 2021
Primary geographic markets:
U.S.	$	126,310	$	98,682	$	230,391	$	173,220
International	14,021		11,134		27,230		18,374
Total net sales	$	140,331	$	109,816	$	257,621	$	191,594
Vertical:
Pain Treatments	$	63,914	$	56,704	$	115,967	$	98,234
Restorative Therapies	39,902		32,511		74,262		54,332
Surgical Solutions	36,515		20,601		67,392		39,028
Total net sales	$	140,331	$	109,816	$	257,621	$	191,594

- Definition

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.

+ References

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

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
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+ Details

Segments

6 Months Ended

Jul. 02, 2022

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				Six Months Ended
	July 2, 2022		July 3, 2021		July 2, 2022		July 3, 2021
Segment adjusted EBITDA
U.S.	$	19,196	$	17,149	$	23,924	$	27,147
International	3,735		2,738		6,118		3,810
Interest (expense) income, net	(2,578)		(1,681)		(1,028)		1,195
Depreciation and amortization	(12,384)		(7,479)		(24,863)		(14,663)
Acquisition and related costs	(3,901)		(4,580)		(11,304)		(7,776)
Restructuring and succession charges	(1,695)		(187)		(2,272)		(344)
Impairments related to variable interest entity	—		(7,043)		—		(7,043)
Equity compensation	(4,616)		(5,853)		(9,505)		16,559
Equity loss in unconsolidated investments	(280)		(432)		(681)		(901)
Foreign currency impact	(602)		12		(541)		64
Other items	(3,645)		(1,710)		(6,556)		(2,659)
(Loss) income before income taxes	$	(6,770)	$	(9,066)	$	(26,708)	$	15,389

- Definition

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.

+ References

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+ Details

Subsequent events	6 Months Ended
Subsequent events	Jul. 02, 2022
Subsequent Events [Abstract]
Subsequent events	Subsequent eventsOn July 11, 2022 the Company amended the 2019 Credit Agreement (as amended, the Amended 2019 Credit Agreement) in conjunction with the acquisition of CartiHeal (CartiHeal Acquisition). Pursuant to the Amended 2019 Credit Agreement, an $80,000 term loan facility (Term Loan Facility) was extended to the Company to be used for (i) the financing of the CartiHeal Acquisition; (ii) the payment of related fees and expenses; and (iii) working capital needs and general corporate purposes of the Company, including without limitation for permitted acquisitions. The Term Loan Facility will mature on October 29, 2026. The Company may elect either the secured overnight financial rate (SOFR) or base interest rate options for all borrowings as of July 12, 2022, which includes any outstanding balances under the Term Loan, Term Loan Facility and revolving credit facility. Initial SOFR loans and base rate loans had a margin of 3.25% and 2.25%, respectively, subsequent to July 12, 2022. The Company will make quarterly scheduled principal payments of the Term Loan Facility, commencing September 30, 2022, in an amount equal to: (a) for the first two such payments, 1.25% of the initial principal amount of the Term Loan Facility, (b) for the next eight such payments, 1.875% of the initial principal amount of the Term Loan Facility, and (c) for the next eight such payments, 2.50% of the initial principal amount of the Term Loan Facility, with the balance to be paid at maturity. On July 12, 2022, the Company acquired 100% of CartiHeal for an aggregate purchase price of approximately $315,000 and an additional $135,000 becoming payable after closing upon achievement of certain sales milestones. The Company paid $100,000 of the aggregate purchase price upon closing consisting of $50,000, previously deposited in escrow by the Company and then held by a payment agent and $50,000 from the Term Loan Facility. The Company also paid approximately $8,000 of CartiHeal’s transaction-related fees and expenses and deferred $215,000 of the aggregate purchase price otherwise due at closing until the earlier of the achievement of certain milestones and the occurrence of certain installment payment dates. Refer to Note 3. Acquisitions and investments for further details regarding the agreements and conditions of payment in regard to the acquisition of CartiHeal.

Organization (Policies)	6 Months Ended
Organization (Policies)	Jul. 02, 2022
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 are generally earlier than when emerging growth companies are required to adopt.

Balance sheet information (Tables)

6 Months Ended

Jul. 02, 2022

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Schedule of Cash and Cash Equivalents

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


	July 2, 2022		December 31, 2021
Cash and cash equivalents	$	41,001	$	43,933
Restricted cash
Current	—		5,280
Noncurrent	—		50,000
	$	41,001	$	99,213

Schedule of Restrictions on Cash and Cash Equivalents

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


	July 2, 2022		December 31, 2021
Cash and cash equivalents	$	41,001	$	43,933
Restricted cash
Current	—		5,280
Noncurrent	—		50,000
	$	41,001	$	99,213

Schedule of Accounts Receivable

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


	July 2, 2022		December 31, 2021
Accounts receivable	$	148,310	$	128,365
Less: Allowance for credit losses	(5,292)		(3,402)
	$	143,018	$	124,963

Summary of Accounts Receivable, Allowance for Credit Loss

Changes in credit losses were as follows:


	Three Months Ended				Six Months Ended
	July 2, 2022		July 3, 2021		July 2, 2022		July 3, 2021
Beginning balance	$	(4,254)	$	(3,811)	$	(3,402)	$	(3,990)
Provision	(1,353)		550		(2,505)		359
Write-offs	456		278		825		684
Recoveries	(141)		(36)		(210)		(72)
Ending balance	$	(5,292)	$	(3,019)	$	(5,292)	$	(3,019)

Schedule of Inventory

Inventory consisted of the following as of:


	July 2, 2022		December 31, 2021
Raw materials and supplies	$	16,085	$	12,213
Finished goods	54,277		50,805
Gross	70,362		63,018
Excess and obsolete reserves	(1,284)		(1,330)
	$	69,078	$	61,688

Schedule of Prepaid and Other Current Assets

Prepaid and other current assets consisted of the following as of:


	July 2, 2022		December 31, 2021
Prepaid taxes	$	4,598	$	12,236
Prepaid and other current assets	19,462		15,003
	$	24,060	$	27,239

Schedule of Changes in the Carrying Amounts of Goodwill by Reportable Segment

Changes in the carrying amounts of goodwill by reportable segment during the six months ended July 2, 2022 are as follows:


	U.S.		International		Consolidated
Balance at December 31, 2021	$	138,863	$	8,760	$	147,623
Purchase accounting adjustments	(4,467)		—		(4,467)
Balance at July 2, 2022	$	134,396	$	8,760	$	143,156

Schedule of Accrued Liabilities

Accrued liabilities consisted of the following as of:


	July 2, 2022		December 31, 2021
Gross-to-net deductions	$	71,985	$	67,945
Bonus and commission	14,838		23,342
Compensation and benefits	11,521		10,665
Income and other taxes	26,704		8,139
Other liabilities	21,710		21,382
	$	146,758	$	131,473

- Definition

Tabular disclosure of goodwill by reportable segment and in total which includes a rollforward schedule.

+ References

Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
-Publisher FASB
-Name Accounting Standards Codification
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+ Details

Acquisitions and investments (Tables)

6 Months Ended

Jul. 02, 2022

Business Combination and Asset Acquisition [Abstract]

Schedule of Business Acquisitions, by Acquisition

The fair value of the consideration for the Misonix Acquisition is comprised of the following:


	Common Shares	Price per Share(a)		Amount
Cash				$	182,988
Bioventus Class A shares	18,340,790	$	14.97	274,562
Value of Misonix options settled in Bioventus options				27,636
Merger consideration				485,186
Other cash consideration				40,130
Total Misonix consideration				$	525,316

(a)Closing price of the Company’s Class A common stock as of October 28, 2021.

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:


Fair value of consideration	$	525,316
Assets acquired and liabilities assumed:
Cash and cash equivalents	7,126
Accounts receivable	13,301
Inventory	23,428
Prepaid and other current assets	419
Property and equipment, net	10,280
Intangible assets	486,500
Operating lease assets	1,049
Deferred tax assets	6,448
Other assets	77
Accounts payable and accrued liabilities	(16,888)
Other current liabilities	(589)
Deferred income taxes	(94,012)
Other liabilities	(1,351)
Net assets acquired	435,788
Resulting goodwill	$	89,528

Finite-Lived and Indefinite-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	15 - 20 years	$	477,000
Customer relationships	12 years	9,500
		$	486,500

Schedule of Business Acquisition, Pro Forma Information


	Three Months Ended		Six Months Ended
	July 3, 2021		July 3, 2021
Net sales	$	129,501	$	238,573
Net income	$	2,502	$	23,333

Financial instruments (Tables)

6 Months Ended

Jul. 02, 2022

Debt Disclosure [Abstract]

Schedule of Long-term Debt Instruments

Long-term debt consisted of the following as of:


	July 2, 2022		December 31, 2021
Term Loan due December 2026 (3.67% at July 2, 2022)	$	351,731	$	360,750
Revolver due December 2026 (3.41% at July 2, 2022)	25,000		—
Less:
Current portion of long-term debt	(22,547)		(18,038)
Unamortized debt issuance cost	(1,513)		(1,687)
Unamortized discount	(1,238)		(1,381)
	$	351,433	$	339,644

- Definition

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.

+ References

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+ Details

Fair value measurements (Tables)

6 Months Ended

Jul. 02, 2022

Fair Value Disclosures [Abstract]

Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis

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


	July 2, 2022						December 31, 2021
	Total		Level 2		Level 3		Total		Level 2		Level 3
Assets:
Interest rate swap	$	5,324	$	5,324	$	—	$	1,128	$	1,128	$	—
Liabilities:
Contingent consideration	$	16,871	$	—	$	16,871	$	16,329	$	—	$	16,329

Schedule of Fair Value Measurement Inputs and Valuation Techniques

After the initial valuation, the Company generally uses its best estimate to measure contingent consideration 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

6.4% - 6.8%

Payment period

2024 - 2025

Equity-based compensation (Tables)

6 Months Ended

Jul. 02, 2022

Compensation And Employee Benefit Plans [Abstract]

Schedule of Nonvested Restricted Stock Units Activity

A summary of the RSU award activity for the six months ended July 2, 2022 is as follows (number of units in thousands):


	Number of units	Weighted-average grant-date fair value per unit
Unvested at December 31, 2021	1,024	$	14.41
Granted	1,159	12.16
Vested	(739)	14.75
Forfeited or canceled	(174)	12.87
Unvested at July 2, 2022	1,270	$	12.37

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 six months ended July 2, 2022 is shown in the following table.


Risk-free interest rate	1.8% - 3.1%
Expected dividend yield	—	%
Expected stock price volatility	33.2% - 33.8%
Expected life of stock options (years)	6.25

Schedule of Stock Options Roll Forward

A summary of stock option activity is as follows for the six months ended July 2, 2022 (number of options in thousands):


	Number of options	Weighted-average exercise price		Weighted average remaining contractual term	Aggregate intrinsic value
Outstanding at December 31, 2021	8,364	$	11.16
Granted	2,393	12.62
Exercised	(471)	7.12
Forfeited or canceled	(469)	13.01
Outstanding at July 2, 2022	9,817	11.63		8.11	$	2,550
Exercisable and vested at July 2, 2022	4,153	$	9.73	6.74	$	2,550

Stockholders’ equity (Tables)

6 Months Ended

Jul. 02, 2022

Equity [Abstract]

Schedule of Other Ownership Interests

The following table summarizes the ownership interest in BV LLC as of July 2, 2022 and December 31, 2021 (number of units in thousands):


	July 2, 2022			December 31, 2021
	LLC Interests	Ownership %		LLC Interests	Ownership %
Number of LLC Interests owned
Bioventus Inc.	61,656	79.6	%	59,548	79.0	%
Continuing LLC Owner	15,787	20.4	%	15,787	21.0	%
Total	77,443	100.0	%	75,335	100.0	%

Earnings per share (Tables)

6 Months Ended

Jul. 02, 2022

Earnings Per Share [Abstract]

Schedule of Earnings Per Share

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



	Three Months Ended
	July 2, 2022		July 3, 2021		Six Months Ended July 2, 2022		February 16, 2021 through July 3, 2021
Numerator:
Net loss	$	(8,014)	$	(10,780)	$	(22,820)	$	(12,229)
Net loss attributable to noncontrolling interests	762		6,654		4,291		7,062
Net loss attributable to Bioventus Inc. Class A common stockholders	$	(7,252)	$	(4,126)	$	(18,529)	$	(5,167)

Denominator:
Weighted-average shares of Class A common stock outstanding - basic and diluted	61,475,350		41,805,347		60,977,556		41,802,840

Net loss per share of Class A common stock, basic and diluted	$	(0.11)	$	(0.10)	$	(0.30)	$	(0.12)

Schedule of Antidilutive Securities


	Three Months Ended
	July 2, 2022	July 3, 2021	Six Months Ended July 2, 2022	February 16, 2021 through July 3, 2021
LLC Interests held by Continuing LLC Owner(a)	15,786,737	15,786,737	15,786,737	15,786,737
Stock options	10,020,106	4,622,287	9,396,023	4,602,747
RSUs	1,137,936	1,221,555	769,809	941,031
Unvested shares of Class A common stock	—	32,458	—	34,698
Total	26,944,779	21,663,037	25,952,569	21,365,213

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

Restructuring costs (Tables)

6 Months Ended

Jul. 02, 2022

Restructuring and Related Activities [Abstract]

Schedule of Restructuring Reserve by Type of Cost

The Company’s restructuring charges and payments for plans related to businesses recently acquired comprised of the following:


	Employee severance and temporary labor costs		Other charges		Total
Balance at December 31, 2021	$	1,400	$	136	$	1,536
Expenses incurred	1,584		—		1,584
Payments made	(2,034)		(136)		(2,170)
Balance at July 2, 2022	$	950	$	—	$	950

Commitments and contingencies (Tables)

6 Months Ended

Jul. 02, 2022

Commitments and Contingencies Disclosure [Abstract]

Schedule of Lease, Cost

The components of lease cost were as follows:


	Three Months Ended				Six Months Ended
	July 2, 2022		July 3, 2021		July 2, 2022		July 3, 2021
Operating lease cost	$	1,180	$	912	$	2,306	$	1,614
Short-term lease cost(a)	145		212		328		329



Total lease cost	$	1,325	$	1,124	$	2,634	$	1,943

(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:


	Six Months Ended
	July 2, 2022		July 3, 2021
Operating cash flows from operating leases	$	2,418	$	1,696




Right-of-use assets obtained in exchange for operating lease obligations	$	3,590	$	—

Schedule of Assets and Liabilities, Lessee

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


	July 2, 2022			December 31, 2021
Operating lease assets	$	18,342		$	17,186

Operating lease liabilities- current	$	3,779		$	3,504
Operating lease liabilities- noncurrent	15,899			15,038
Total operating lease liabilities	$	19,678		$	18,542








Weighted average remaining lease term (years)
Weighted average remaining lease term (years) for operating leases	5.2			5.6


Weighted average discount rate for operating leases	4.3		%	4.7		%

Revenue recognition (Tables)

6 Months Ended

Jul. 02, 2022

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				Six Months Ended
	July 2, 2022		July 3, 2021		July 2, 2022		July 3, 2021
Primary geographic markets:
U.S.	$	126,310	$	98,682	$	230,391	$	173,220
International	14,021		11,134		27,230		18,374
Total net sales	$	140,331	$	109,816	$	257,621	$	191,594
Vertical:
Pain Treatments	$	63,914	$	56,704	$	115,967	$	98,234
Restorative Therapies	39,902		32,511		74,262		54,332
Surgical Solutions	36,515		20,601		67,392		39,028
Total net sales	$	140,331	$	109,816	$	257,621	$	191,594

Segments (Tables)

6 Months Ended

Jul. 02, 2022

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				Six Months Ended
	July 2, 2022		July 3, 2021		July 2, 2022		July 3, 2021
Segment adjusted EBITDA
U.S.	$	19,196	$	17,149	$	23,924	$	27,147
International	3,735		2,738		6,118		3,810
Interest (expense) income, net	(2,578)		(1,681)		(1,028)		1,195
Depreciation and amortization	(12,384)		(7,479)		(24,863)		(14,663)
Acquisition and related costs	(3,901)		(4,580)		(11,304)		(7,776)
Restructuring and succession charges	(1,695)		(187)		(2,272)		(344)
Impairments related to variable interest entity	—		(7,043)		—		(7,043)
Equity compensation	(4,616)		(5,853)		(9,505)		16,559
Equity loss in unconsolidated investments	(280)		(432)		(681)		(901)
Foreign currency impact	(602)		12		(541)		64
Other items	(3,645)		(1,710)		(6,556)		(2,659)
(Loss) income before income taxes	$	(6,770)	$	(9,066)	$	(26,708)	$	15,389

Organization (Details) $ / shares in Units, $ in Thousands		12 Months Ended
Organization (Details) $ / shares in Units, $ in Thousands	Feb. 16, 2021 USD ($) business $ / shares shares	Dec. 31, 2021 USD ($)	Dec. 31, 2020 USD ($)	Jul. 02, 2022 employee
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]
Shares issued or issuable, required stock to LLC interest ratio				1
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]
Shares issued or issuable, required stock to LLC interest ratio	1			1
Number of shares cancelled (in shares)	31,838,589
BV LLC \| Common Class A
Class of Stock [Line Items]
Number of entities acquired \| business	10
Number of shares issued in acquisition (in shares)	31,838,589
BV LLC
Class of Stock [Line Items]
Number of employees \| employee				1,160
Number of LLC interest held (in shares)	31,838,589

Balance sheet information - Cash, cash equivalents and restricted cash (Details) - USD ($) $ in Thousands	Jul. 02, 2022	Dec. 31, 2021	Jul. 03, 2021	Dec. 31, 2020
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Cash and cash equivalents	$ 41,001	$ 43,933
Restricted cash	0	5,280
Restricted cash, less current portion	0	50,000
Cash, cash equivalents, and restricted cash	$ 41,001	$ 99,213	$ 138,068	$ 86,839

Balance sheet information - Components of accounts receivable (Details) - USD ($) $ in Thousands	Jul. 02, 2022	Dec. 31, 2021
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Accounts receivable	$ 148,310	$ 128,365
Less: Allowance for credit losses	(5,292)	(3,402)
Accounts receivable, net	$ 143,018	$ 124,963

Balance sheet information - Allowance for credit loss (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jul. 02, 2022	Jul. 03, 2021	Jul. 02, 2022	Jul. 03, 2021
Accounts Receivable, Allowance for Credit Loss [Roll Forward]
Beginning balance	$ (4,254)	$ (3,811)	$ (3,402)	$ (3,990)
Provision	(1,353)	550	(2,505)	359
Write-offs	456	278	825	684
Recoveries	(141)	(36)	(210)	(72)
Ending balance	$ (5,292)	$ (3,019)	$ (5,292)	$ (3,019)

Balance sheet information - Inventory (Details) - USD ($) $ in Thousands	Jul. 02, 2022	Dec. 31, 2021
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Raw materials and supplies	$ 16,085	$ 12,213
Finished goods	54,277	50,805
Gross	70,362	63,018
Excess and obsolete reserves	(1,284)	(1,330)
Inventory, net	$ 69,078	$ 61,688

Balance sheet information - Prepaid and other current assets (Details) - USD ($) $ in Thousands	Jul. 02, 2022	Dec. 31, 2021
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Prepaid taxes	$ 4,598	$ 12,236
Prepaid and other current assets	19,462	15,003
Prepaid and other current assets	$ 24,060	$ 27,239

Balance sheet information - Changes in the carrying amounts of goodwill by reportable segment (Details) $ in Thousands	6 Months Ended
	Jul. 02, 2022 USD ($)
Goodwill [Roll Forward]
Beginning balance	$ 147,623
Purchase accounting adjustments	(4,467)
Ending balance	143,156
U.S.
Goodwill [Roll Forward]
Beginning balance	138,863
Purchase accounting adjustments	(4,467)
Ending balance	134,396
International
Goodwill [Roll Forward]
Beginning balance	8,760
Purchase accounting adjustments	0
Ending balance	$ 8,760

- Definition

Amount after accumulated impairment loss of an asset representing future economic benefits arising from other assets acquired in a business combination that are not individually identified and separately recognized.

+ References + Details

Balance sheet information - Accrued liabilities (Details) - USD ($) $ in Thousands	Jul. 02, 2022	Dec. 31, 2021
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Gross-to-net deductions	$ 71,985	$ 67,945
Bonus and commission	14,838	23,342
Compensation and benefits	11,521	10,665
Income and other taxes	26,704	8,139
Other liabilities	21,710	21,382
Accrued liabilities	$ 146,758	$ 131,473

Acquisitions and investments - Narrative (Details) $ in Thousands								1 Months Ended	3 Months Ended		6 Months Ended
	Jul. 12, 2022 USD ($)	Jun. 17, 2022 USD ($) tranche	Oct. 29, 2021 USD ($)	Mar. 30, 2021 USD ($)	Jul. 15, 2020 USD ($) shares	Jan. 22, 2020 USD ($)	Jan. 30, 2018 USD ($) shares	Apr. 30, 2022 USD ($)	Jul. 02, 2022 USD ($)	Jul. 03, 2021 USD ($)	Jul. 02, 2022 USD ($)	Jul. 03, 2021 USD ($)	Dec. 31, 2021 USD ($)	Aug. 31, 2021 USD ($)
Business Acquisition [Line Items]
Impairment of variable interest entity assets									$ 0	$ 5,674	$ 0	$ 5,674
CartiHeal Ltd
Business Acquisition [Line Items]
Payments to acquire equity method investments						$ 152
Equity method investment, ownership percentage									10.03%		10.03%
Equity method investments													$ 16,771
Income (loss) from equity method investments									$ (280)	(681)	$ (432)	(901)
Upfront consideration deferred amount		$ 215,000
Number of tranches \| tranche		5
Deferred amount interest rate (in percent)		8.00%
Transaction related fees and expenses		$ 8,000
CartiHeal Ltd \| Subsequent Event
Business Acquisition [Line Items]
Cash	$ 100,000
Series F Convertible Preferred Stock \| CartiHeal Ltd
Business Acquisition [Line Items]
Investment owned, balance, shares (in shares) \| shares							337,397
Payments to acquire equity method investments							$ 2,500
Series G-1 Preferred Shares \| CartiHeal Ltd
Business Acquisition [Line Items]
Investment owned, balance, shares (in shares) \| shares					12,825
Series G Preferred Stock \| CartiHeal Ltd
Business Acquisition [Line Items]
Investment owned, balance, shares (in shares) \| shares					1,014,267
Payments to acquire equity method investments					$ 15,000
Investments									16,090		$ 16,090
Harbor Medtech Inc
Business Acquisition [Line Items]
Impairment of variable interest entity assets, attributable to noncontrolling interest										5,176		5,176
Impairment of variable interest entity										$ 1,369		$ 1,369
Variable Interest Entity, Primary Beneficiary \| Harbor Medtech Inc \| Series C Preferred Stock
Business Acquisition [Line Items]
Variable interest entity, ownership percentage											8.80%
Misonix, Inc
Business Acquisition [Line Items]
Percentage of business acquired			100.00%
Deferred tax assets			$ 6,448						6,448		$ 6,448
Inventory											(1,292)
Property and equipment, net											(291)
Cash			182,988
Revenue of acquiree since acquisition date									21,604		41,027
Income (loss) from acquiree since acquisition date									$ (10,316)		$ (2,969)
Fair value of consideration			$ 525,316
Misonix, Inc \| Intellectual property \| Measurement Input, Discount Rate \| Valuation, Income Approach
Business Acquisition [Line Items]
Intangible assets, measurement input			0.120
Misonix, Inc \| Customer relationships \| Measurement Input, Discount Rate \| Valuation, Income Approach
Business Acquisition [Line Items]
Intangible assets, measurement input			0.120
Bioness, Inc
Business Acquisition [Line Items]
Percentage of business acquired				100.00%
Cash				$ 48,933
Bioness, Inc \| Maximum
Business Acquisition [Line Items]
Business combination, contingent consideration, liability				65,000									50,000
Bioness, Inc \| Obtaining FDA Approval Of Certain Products
Business Acquisition [Line Items]
Business combination, contingent consideration, liability				15,000									$ 15,000
Bioness, Inc \| Meeting Net Sales Targets Over A Three-Year Period, Payment One
Business Acquisition [Line Items]
Business combination, contingent consideration, liability				$ 20,000
Business combination, continent consideration, milestone period				3 years
Bioness, Inc \| Meeting Net Sales Targets Over A Three-Year Period, Payment Two
Business Acquisition [Line Items]
Business combination, contingent consideration, liability				$ 10,000
Business combination, continent consideration, milestone period				3 years
Bioness, Inc \| For Obtaining CMS Coverage And Reimbursement For Certain Products
Business Acquisition [Line Items]
Business combination, contingent consideration, liability				$ 20,000
Carti Heal
Business Acquisition [Line Items]
Business combination, contingent consideration, liability		134,955
Escrow deposit														$ 50,000
Fair value of consideration								$ 314,895
Carti Heal \| Subsequent Event
Business Acquisition [Line Items]
Percentage of business acquired	100.00%
Cash	$ 100,000
Business combination, contingent consideration, liability	135,000
Fair value of consideration	315,000
Transaction related fees and expenses	$ 8,000
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%
Carti Heal \| Trailing Twelve Month Sales
Business Acquisition [Line Items]
Business combination, contingent consideration, liability		$ 75,000

Acquisitions and investments - Consideration transferred (Details) - Misonix, Inc $ / shares in Units, $ in Thousands	Oct. 29, 2021 USD ($) $ / shares shares
Business Acquisition [Line Items]
Cash	$ 182,988
Value of Misonix options settled in Bioventus options	27,636
Merger consideration	485,186
Other cash consideration	40,130
Total Misonix consideration	$ 525,316
Common Stock
Business Acquisition [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

Acquisitions and investments - Fair value of assets acquired and liabilities assumed (Details) - USD ($) $ in Thousands	Oct. 29, 2021	Jul. 02, 2022	Dec. 31, 2021
Assets acquired and liabilities assumed:
Goodwill		$ 143,156	$ 147,623
Misonix, Inc
Business Acquisition [Line Items]
Fair value of consideration	$ 525,316
Assets acquired and liabilities assumed:
Cash and cash equivalents	7,126
Accounts receivable	13,301
Inventory	23,428
Prepaid and other current assets	419
Property and equipment, net	10,280
Intangible assets	486,500
Operating lease assets	1,049
Deferred tax assets	6,448	$ 6,448
Other assets	77
Accounts payable and accrued liabilities	(16,888)
Other current liabilities	(589)
Deferred income taxes	(94,012)
Other liabilities	(1,351)
Net assets acquired	435,788
Goodwill	$ 89,528

Acquisitions and investments - Components of intangible assets acquired (Details) - Misonix, Inc $ in Thousands	Oct. 29, 2021 USD ($)
Business Acquisition [Line Items]
Intangible assets	$ 486,500
Intellectual property
Business Acquisition [Line Items]
Intangible assets	$ 477,000
Customer relationships
Business Acquisition [Line Items]
Useful Life (in years)	12 years
Intangible assets	$ 9,500
Minimum \| Intellectual property
Business Acquisition [Line Items]
Useful Life (in years)	15 years
Maximum \| Intellectual property
Business Acquisition [Line Items]
Useful Life (in years)	20 years

Acquisitions and investments - Pro forma results (Details) - Misonix and Bioness - USD ($) $ in Thousands	3 Months Ended	6 Months Ended
	Jul. 03, 2021	Jul. 03, 2021
Business Acquisition [Line Items]
Net sales	$ 129,501	$ 238,573
Net income	$ 2,502	$ 23,333

Financial instruments - Schedule Of Long-Term Debt (Details) - USD ($) $ in Thousands	Jul. 02, 2022	Dec. 31, 2021
Debt Instrument [Line Items]
Current portion of long-term debt	$ (22,547)	$ (18,038)
Unamortized debt issuance cost	(1,513)	(1,687)
Unamortized discount	(1,238)	(1,381)
Long-term debt, less current portion	351,433	339,644
Revolving Credit Facility
Debt Instrument [Line Items]
Long-term debt, gross	$ 25,000	0
Effective interest rate	3.41%
Term Loan
Debt Instrument [Line Items]
Long-term debt, gross	$ 351,731	$ 360,750
Effective interest rate	3.67%

Financial instruments - Narrative (Details)	3 Months Ended		6 Months Ended
Financial instruments - Narrative (Details)	Jul. 02, 2022 USD ($) derivative	Jul. 03, 2021 USD ($)	Jul. 02, 2022 USD ($) derivative	Jul. 03, 2021 USD ($)	Dec. 31, 2021 USD ($)
Interest Rate Swap
Debt Instrument [Line Items]
Number of interest rate swap agreements \| derivative	1		1
Interest income (expense), net	$ 272,000	$ (255,000)	$ 4,196,000	$ 1,310,000
Derivative, notional amount	$ 100,000,000		$ 100,000,000
Percentage of debt hedged by derivative	28.40%		28.40%
Derivative, locked in interest rate	0.64%		0.64%
Term Loan \| Level 2
Debt Instrument [Line Items]
Long-term debt, fair value	$ 328,429,000		$ 328,429,000
Line of Credit \| Revolving Credit Facility
Debt Instrument [Line Items]
Revolving credit facility, borrowing capacity	50,000,000		50,000,000
Outstanding borrowings on line of credit	$ 25,000,000		$ 25,000,000		$ 0

Fair value measurements - Liabilities measured at fair value (Details) - Fair Value, Recurring - USD ($) $ in Thousands	Jul. 02, 2022	Dec. 31, 2021
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Interest rate swap	$ 5,324	$ 1,128
Contingent consideration	16,871	16,329
Level 2
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Interest rate swap	5,324	1,128
Contingent consideration	0	0
Level 3
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Interest rate swap	0	0
Contingent consideration	$ 16,871	$ 16,329

Fair value measurements - Acquisition unobservable level 3 inputs (Details) - Level 3 - Valuation Technique, Discounted Cash Flow - Measurement Input, Discount Rate	Jul. 02, 2022
Minimum
Business Acquisition [Line Items]
Payment discount rate	0.064
Maximum
Business Acquisition [Line Items]
Payment discount rate	0.068

Fair value measurements - Additional information (Details) $ in Thousands	1 Months Ended	3 Months Ended		6 Months Ended
	Feb. 28, 2022 shares	Jul. 02, 2022 USD ($)	Jul. 03, 2021 USD ($) shares	Jul. 02, 2022 USD ($) shares	Jul. 03, 2021 USD ($) shares	Feb. 15, 2021 plan	Feb. 10, 2021 plan
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Change in fair value of contingent consideration \| $		$ 273	$ 641	$ 542	$ 641
Number of equity-based compensation plans \| plan						2	2
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
Management Incentive Plan And Liability-Classified Awards \| BV LLC Employees Terminated Prior To IPO
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Cash paid to settle award \| $				$ 10,413
Management Incentive Plan And Liability-Classified Awards \| BV LLC Employees Active At IPO
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Number of shares issued (in shares) \| shares	538,203
Share-based compensation arrangement by share-based payment award retained (in shares) \| shares	260,219
Management Incentive Plan And Liability-Classified Awards \| BV LLC Employees Active At IPO \| Common Class A
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Number of shares issued (in shares) \| shares				798,422
Bioness, Inc
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Change in fair value of contingent consideration \| $		$ 273	$ 641	$ 542	$ 641

Equity-based compensation - Narrative (Details)	3 Months Ended		6 Months Ended
Equity-based compensation - Narrative (Details)	Jul. 02, 2022 USD ($) $ / shares shares	Jul. 03, 2021 USD ($) shares	Jul. 02, 2022 USD ($) $ / shares shares	Jul. 03, 2021 USD ($) shares	Feb. 15, 2021 plan	Feb. 10, 2021 plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of equity-based compensation plans \| plan					2	2
Income tax benefit	$ 1,244,000	$ 1,714,000	$ (3,888,000)	$ 1,641,000
Unamortized compensation expense, options	16,517,000		16,517,000
2021 Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Equity compensation	4,522,000	5,778,000	9,253,000	7,722,000
Income tax benefit	$ 1,065,000	0	$ 2,290,000	$ 0
Common Class A
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Common stock closing price, (in dollars per share) \| $ / shares	$ 7.11		$ 7.11
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	11,873,784		11,873,784
Number of shares available to be awarded (in shares) \| shares	2,327,540		2,327,540
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
Cash paid to settle award			$ 479,000
Equity compensation			829,000
Change in fair value			(25,185,000)
Phantom Share Units (PSUs) \| Research and Development Expense
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Equity compensation			$ (1,777,000)
Management Incentive Plan Award
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of awards granted (in shares) \| shares			0
RSUs
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of awards granted (in shares) \| shares			1,159,000
Number of awards forfeited (in shares) \| shares			174,000
Unamortized compensation expense, RSUs	$ 12,496,000		$ 12,496,000
Compensation expense net yet amortized, period for recognition			3 years 2 months 1 day
RSUs \| Minimum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting period			1 year
RSUs \| Maximum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting period			4 years
Stock options
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Compensation expense net yet amortized, period for recognition			3 years 5 months 4 days
Expiration period	10 years		10 years
Weighted-average fair value of stock options granted (in dollars per share) \| $ / shares			$ 4.68
Stock options \| Minimum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting period			2 years
Stock options \| Maximum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting period			4 years
Employee Stock
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Equity compensation	$ 94,000	$ 75,000	$ 252,000	$ 75,000
Number of shares available to be awarded (in shares) \| shares	344,706		344,706
Number of shares issued (in shares) \| shares	53,826	24,063	102,819	24,063

Equity-based compensation - Restricted stock unit activity (Details) - RSUs shares in Thousands	6 Months Ended
	Jul. 02, 2022 $ / shares shares
Number of units
Beginning balance (in shares) \| shares	1,024
Granted (in shares) \| shares	1,159
Vested (in shares) \| shares	(739)
Forfeited/canceled (in shares) \| shares	(174)
Ending balance (in shares) \| shares	1,270
Weighted-average grant-date fair value per unit
Beginning balance (in dollars per share) \| $ / shares	$ 14.41
Granted (in dollars per share) \| $ / shares	12.16
Vested (in dollars per share) \| $ / shares	14.75
Forfeited/canceled (in dollars per share) \| $ / shares	12.87
Ending balance (in dollars per share) \| $ / shares	$ 12.37

Equity-based compensation - Fair value assumptions (Details) - Stock options	6 Months Ended
	Jul. 02, 2022
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Risk-free interest rate, minimum	1.80%
Risk-free interest rate, maximum	3.10%
Expected dividend yield	0.00%
Expected stock price volatility, minimum	33.20%
Expected stock price volatility, maximum	33.80%
Maximum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Expected life of stock options (years)	6 years 3 months

Equity-based compensation - Option activity (Details) $ / shares in Units, shares in Thousands, $ in Thousands	6 Months Ended
	Jul. 02, 2022 USD ($) $ / shares shares
Number of options
Beginning balance (in shares) \| shares	8,364
Granted (in shares) \| shares	2,393
Exercised (in shares) \| shares	(471)
Forfeited/canceled (in shares) \| shares	(469)
Ending balance (in shares) \| shares	9,817
Exercisable and vested (in shares) \| shares	4,153
Weighted-average exercise price
Beginning balance (in dollars per share) \| $ / shares	$ 11.16
Granted (in dollars per share) \| $ / shares	12.62
Exercised (in dollars per share) \| $ / shares	7.12
Forfeited/canceled (in dollars per share) \| $ / shares	13.01
Ending balance (in dollars per share) \| $ / shares	11.63
Exercisable and vested (in dollars per share) \| $ / shares	$ 9.73
Outstanding, weighted average remaining contractual term	8 years 1 month 9 days
Exercisable and vested (in years)	6 years 8 months 26 days
Options outstanding, Aggregate intrinsic value \| $	$ 2,550
Exercisable and vested \| $	$ 2,550

Stockholders’ equity - Narrative (Details)	6 Months Ended
Stockholders’ equity - Narrative (Details)	Jul. 02, 2022 vote $ / shares shares	Dec. 31, 2021 $ / shares shares	Feb. 16, 2021 $ / shares shares
Class of Stock [Line Items]
Preferred stock, shares authorized (in shares)	10,000,000	10,000,000	10,000,000
Length of board of directors term	3 years
Shares Issued Or Issuable, Redemption Of LLC Interest Ratio	1
Common Class A
Class of Stock [Line Items]
Common stock, shares authorized (in shares)	250,000,000	250,000,000	250,000,000
Common stock, par value (in dollars per share) \| $ / shares	$ 0.001	$ 0.001	$ 0.001
Number of votes per common share \| vote	1
Shares issued or issuable, required stock to LLC interest ratio	1
Common Class B
Class of Stock [Line Items]
Common stock, shares authorized (in shares)	50,000,000	50,000,000	50,000,000
Common stock, par value (in dollars per share) \| $ / shares	$ 0.001	$ 0.001	$ 0.001
Shares issued or issuable, required stock to LLC interest ratio	1		1
Cancellation ratio, required stock to LLC interest ratio	1

Stockholders’ equity - Noncontrolling interest (Details) - BV LLC - USD ($) $ in Thousands	6 Months Ended	12 Months Ended
	Jul. 02, 2022	Dec. 31, 2021
Class of Stock [Line Items]
LLC Interests	$ 61,656	$ 59,548
Ownership %	79.60%	79.00%
Continuing LLC Owner
Class of Stock [Line Items]
LLC Interests	$ 15,787	$ 15,787
Ownership %	20.40%	21.00%
Bioventus and Continuing LLC Owner
Class of Stock [Line Items]
LLC Interests	$ 77,443	$ 75,335
Ownership %	100.00%	100.00%

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

2 Months Ended

3 Months Ended

5 Months Ended

6 Months Ended

Feb. 15, 2021

Jul. 02, 2022

Jul. 03, 2021

Jul. 02, 2022

Jul. 03, 2021

Numerator:

Net loss

$ 25,977

$ (8,014)

$ (10,780)

$ (12,229)

$ (22,820)

$ 13,748

Net loss attributable to noncontrolling interests

762

6,654

7,062

4,291

$ 7,062

Net loss attributable to Bioventus Inc. Class A common stockholders, basic

(7,252)

(4,126)

(5,167)

(18,529)

Net loss attributable to Bioventus Inc. Class A common stockholders, diluted

$ (7,252)

$ (4,126)

$ (5,167)

$ (18,529)

Denominator:

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

61,475,350

^[1]

41,805,347

^[1]

41,802,840

60,977,556

^[1]

41,802,840

^[1]

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

61,475,350

^[1]

41,805,347

^[1]

41,802,840

60,977,556

^[1]

41,802,840

^[1]

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

$ (0.11)

^[1]

$ (0.10)

^[1]

$ (0.12)

$ (0.30)

^[1]

$ (0.12)

^[1]

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

$ (0.11)

^[1]

$ (0.10)

^[1]

$ (0.12)

$ (0.30)

^[1]

$ (0.12)

^[1]

[1]

Earnings per share - Antidilutive Securities Excluded From Computation of Earnings Per Share (Details) - shares	3 Months Ended		5 Months Ended	6 Months Ended
	Jul. 02, 2022	Jul. 03, 2021	Jul. 03, 2021	Jul. 02, 2022
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities (in shares)	26,944,779	21,663,037	21,365,213	25,952,569
LLC Interests
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities (in shares)	15,786,737	15,786,737	15,786,737	15,786,737
Stock options
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities (in shares)	10,020,106	4,622,287	4,602,747	9,396,023
RSUs
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities (in shares)	1,137,936	1,221,555	941,031	769,809
Unvested shares of Class A common stock
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities (in shares)	0	32,458	34,698	0

Restructuring costs (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended		12 Months Ended
Restructuring costs (Details) - USD ($) $ in Thousands	Jul. 02, 2022	Jul. 03, 2021	Jul. 02, 2022	Jul. 03, 2021	Dec. 31, 2021
Restructuring Reserve [Roll Forward]
Beginning balance			$ 1,536
Expenses incurred	$ 1,007	$ 0	1,584	$ 0
Payments made			(2,170)
Ending balance	950		950		$ 1,536
Employee severance and temporary labor costs
Restructuring Reserve [Roll Forward]
Beginning balance			1,400
Expenses incurred			1,584
Payments made			(2,034)
Ending balance	950		950		1,400
Other charges
Restructuring Reserve [Roll Forward]
Beginning balance			136
Expenses incurred			0
Payments made			(136)
Ending balance	0		0		136
Restructuring Plan of 2021
Restructuring Cost and Reserve [Line Items]
Restructuring plan, expected costs	3,500		3,500
Restructuring Reserve [Roll Forward]
Expenses incurred	223		600		$ 2,487
Restructuring Plan Of 2022
Restructuring Cost and Reserve [Line Items]
Restructuring plan, expected costs	2,000		2,000
Restructuring Reserve [Roll Forward]
Expenses incurred	$ 784		$ 984

Income taxes (Details)	3 Months Ended		6 Months Ended
Income taxes (Details)	Jul. 02, 2022	Jul. 03, 2021	Jul. 02, 2022	Jul. 03, 2021
Income Tax Disclosure [Abstract]
Effective income tax rate	18.40%	18.90%	14.60%	10.70%

Commitments and contingencies - Narrative (Details) - USD ($) $ in Thousands					1 Months Ended	3 Months Ended		6 Months Ended		10 Months Ended
	Nov. 10, 2021	Dec. 22, 2020	Aug. 23, 2019	Feb. 09, 2016	Feb. 28, 2021	Jul. 02, 2022	Jul. 03, 2021	Jul. 02, 2022	Jul. 03, 2021	Jul. 02, 2022	Aug. 19, 2021
Loss Contingencies [Line Items]
Stop loss insurance, threshold per member per year								$ 200
Three Injection OA Product
Loss Contingencies [Line Items]
Supply commitment, term				10 years
Supply commitment, renewal term				5 years
HA Product
Loss Contingencies [Line Items]
Collaborative arrangement, upfront payments	$ 853
Collaborative arrangement, amount payable upon transfer of customer data	853
Collaborative arrangement, amount payable upon obtaining product certification	$ 1,707
Collaborative arrangement, royalty percentage, threshold one	5.00%
Collaborative arrangement, sales threshold for royalties	$ 569
Collaborative arrangement, royalty percentage, threshold two	2.50%
Bioness, Inc
Loss Contingencies [Line Items]
Loss contingency, damages sought, percentage of demanded amount to be paid											50.00%
Loss contingency, damages sought, percentage under dispute											50.00%
Litigation settlement, amount awarded to other party										$ 1,200
Bioness, Inc
Loss Contingencies [Line Items]
Loss contingency, damages sought, value					$ 2,400
Harbor
Loss Contingencies [Line Items]
Collaborative agreement, royalty percentage			3.00%
Supply commitment, term		8 years
Supplier of Single Injection OA Product
Loss Contingencies [Line Items]
Royalty expense						$ 4,083	$ 3,548	$ 7,415	$ 5,925
Minimum
Loss Contingencies [Line Items]
Lessee, operating lease, remaining lease term						1 month		1 month		1 month
Maximum
Loss Contingencies [Line Items]
Lessee, operating lease, remaining lease term						6 years 3 months		6 years 3 months		6 years 3 months

Commitments and contingencies - Lease cost (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jul. 02, 2022	Jul. 03, 2021	Jul. 02, 2022	Jul. 03, 2021
Commitments and Contingencies Disclosure [Abstract]
Operating lease cost	$ 1,180	$ 912	$ 2,306	$ 1,614
Short-term lease cost	145	212	328	329
Total lease cost	$ 1,325	$ 1,124	2,634	1,943
Operating cash flows from operating leases			2,418	1,696
Right-of-use assets obtained in exchange for operating lease obligations			$ 3,590	$ 0

Commitments and contingencies - Supplemental balance sheet information (Details) - USD ($) $ in Thousands	Jul. 02, 2022	Dec. 31, 2021
Commitments and Contingencies Disclosure [Abstract]
Operating lease assets	$ 18,342	$ 17,186
Operating lease liabilities- current	3,779	3,504
Operating lease liabilities- noncurrent	15,899	15,038
Total operating lease liabilities	$ 19,678	$ 18,542
Weighted average remaining lease term (years) for operating leases	5 years 2 months 12 days	5 years 7 months 6 days
Weighted average discount rate for operating leases (in percent)	4.30%	4.70%

Revenue recognition (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
Revenue recognition (Details) - USD ($) $ in Thousands	Jul. 02, 2022	Jul. 03, 2021	Jul. 02, 2022	Jul. 03, 2021
Disaggregation of Revenue [Line Items]
Total net sales	$ 140,331	$ 109,816	$ 257,621	$ 191,594
Pain Treatments
Disaggregation of Revenue [Line Items]
Total net sales	63,914	56,704	115,967	98,234
Restorative Therapies
Disaggregation of Revenue [Line Items]
Total net sales	39,902	32,511	74,262	54,332
Surgical Solutions
Disaggregation of Revenue [Line Items]
Total net sales	36,515	20,601	67,392	39,028
U.S.
Disaggregation of Revenue [Line Items]
Total net sales	126,310	98,682	230,391	173,220
International
Disaggregation of Revenue [Line Items]
Total net sales	$ 14,021	$ 11,134	$ 27,230	$ 18,374

- Definition

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.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 30
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8906-108599

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 40
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e9031-108599

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 41
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e9038-108599

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 32
-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8933-108599

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 32
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8933-108599

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 4
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=126920106&loc=SL49130543-203045

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 22
-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8736-108599

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 22
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8736-108599

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 42
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e9054-108599

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 5
-URI https://asc.fasb.org/extlink&oid=126920106&loc=SL49130545-203045

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 924
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SAB Topic 11.L)
-URI https://asc.fasb.org/extlink&oid=6472922&loc=d3e499488-122856

+ Details

Segments (Details) $ in Thousands	3 Months Ended		6 Months Ended
Segments (Details) $ in Thousands	Jul. 02, 2022 USD ($)	Jul. 03, 2021 USD ($)	Jul. 02, 2022 USD ($) segment	Jul. 03, 2021 USD ($)
Segment Reporting Information [Line Items]
Number of reportable segments \| segment			2
Interest (expense) income, net	$ (2,578)	$ (1,681)	$ (1,028)	$ 1,195
Depreciation and amortization	(2,696)	(1,852)	(5,950)	(3,777)
Restructuring and succession charges	(1,007)	0	(1,584)	0
Impairments related to variable interest entity	0	5,674	0	5,674
(Loss) income before income taxes	(6,770)	(9,066)	(26,708)	15,389
Segment Reconciling Items
Segment Reporting Information [Line Items]
Interest (expense) income, net	(2,578)	(1,681)	(1,028)	1,195
Depreciation and amortization	(12,384)	(7,479)	(24,863)	(14,663)
Acquisition and related costs	(3,901)	(4,580)	(11,304)	(7,776)
Restructuring and succession charges	(1,695)	(187)	(2,272)	(344)
Impairments related to variable interest entity	0	(7,043)	0	(7,043)
Equity compensation	(4,616)	(5,853)	(9,505)	16,559
Equity loss in unconsolidated investments	(280)	(432)	(681)	(901)
Foreign currency impact	(602)	12	(541)	64
Other items	(3,645)	(1,710)	(6,556)	(2,659)
U.S. \| Operating Segments
Segment Reporting Information [Line Items]
Segment adjusted EBITDA	19,196	17,149	23,924	27,147
International \| Operating Segments
Segment Reporting Information [Line Items]
Segment adjusted EBITDA	$ 3,735	$ 2,738	$ 6,118	$ 3,810

Subsequent events - Narrative (Details) - USD ($) $ in Thousands			1 Months Ended	6 Months Ended
	Jul. 12, 2022	Jul. 11, 2022	Apr. 30, 2022	Jul. 02, 2022	Jul. 03, 2021	Jun. 17, 2022
Subsequent Event [Line Items]
Borrowing on revolver				$ 25,000	$ 0
Payment for aggregate purchase price				$ 231	$ 45,790
CartiHeal
Subsequent Event [Line Items]
Aggregate purchase price			$ 314,895
Business combination, contingent consideration, liability						$ 134,955
Subsequent Event \| CartiHeal
Subsequent Event [Line Items]
Percentage of business acquired	100.00%
Aggregate purchase price	$ 315,000
Business combination, contingent consideration, liability	135,000
Cash	100,000
Payment held by payment agent	50,000
Acquisition and related costs	8,000
Deferred consideration	$ 215,000
Subsequent Event \| Revolving Credit Facility \| SOFR
Subsequent Event [Line Items]
Debt instrument, lending margin, interest rate	3.25%
Subsequent Event \| Revolving Credit Facility \| Base Rate
Subsequent Event [Line Items]
Debt instrument, lending margin, interest rate	2.25%
Subsequent Event \| Term Loan Facility \| Line of Credit
Subsequent Event [Line Items]
Borrowing on revolver		$ 80,000
Subsequent Event \| Term Loan Facility \| Line of Credit \| CartiHeal
Subsequent Event [Line Items]
Payment for aggregate purchase price	$ 50,000
Subsequent Event \| Term Loan Facility \| First two payments
Subsequent Event [Line Items]
Periodic payment, percentage of principal		1.25%
Subsequent Event \| Term Loan Facility \| Next eight payments
Subsequent Event [Line Items]
Periodic payment, percentage of principal		1.875%
Subsequent Event \| Term Loan Facility \| Next eight payments
Subsequent Event [Line Items]
Periodic payment, percentage of principal		2.50%

Label	Element	Value
APIC, Share-Based Payment Arrangement, Increase for Cost Recognition	us-gaap_AdjustmentsToAdditionalPaidInCapitalSharebasedCompensationRequisiteServicePeriodRecognitionValue	$ (39,000)
APIC, Share-Based Payment Arrangement, Increase for Cost Recognition	us-gaap_AdjustmentsToAdditionalPaidInCapitalSharebasedCompensationRequisiteServicePeriodRecognitionValue	7,836,000
Other Comprehensive Income (Loss), Net of Tax	us-gaap_OtherComprehensiveIncomeLossNetOfTax	(1,507,000)
Other Comprehensive Income (Loss), Net of Tax	us-gaap_OtherComprehensiveIncomeLossNetOfTax	648,000
Noncontrolling Interest, Decrease from Distributions to Noncontrolling Interest Holders	us-gaap_MinorityInterestDecreaseFromDistributionsToNoncontrollingInterestHolders	191,000
Stockholders' Equity, Effect Of Organizational Transactions	bvs_StockholdersEquityEffectOfOrganizationalTransactions	(55,924,000)
Noncontrolling Interest Increase From Deconsolidation Of Variable Interest Entity	bvs_NoncontrollingInterestIncreaseFromDeconsolidationOfVariableInterestEntity	3,746,000
Members' Equity, Increase From Refunds From Members'	bvs_MembersEquityIncreaseFromRefundsFromMembers	123,000
Public Offering [Member]
Stock Issued During Period, Value, New Issues	us-gaap_StockIssuedDuringPeriodValueNewIssues	314,000
IPO [Member]
Stock Issued During Period, Value, New Issues	us-gaap_StockIssuedDuringPeriodValueNewIssues	106,450,000
AOCI Including Portion Attributable to Noncontrolling Interest [Member]
Other Comprehensive Income (Loss), Net of Tax	us-gaap_OtherComprehensiveIncomeLossNetOfTax	468,000
Additional Paid-in Capital [Member]
APIC, Share-Based Payment Arrangement, Increase for Cost Recognition	us-gaap_AdjustmentsToAdditionalPaidInCapitalSharebasedCompensationRequisiteServicePeriodRecognitionValue	5,821,000
Stockholders' Equity, Effect Of Organizational Transactions	bvs_StockholdersEquityEffectOfOrganizationalTransactions	33,623,000
Additional Paid-in Capital [Member] \| Public Offering [Member]
Stock Issued During Period, Value, New Issues	us-gaap_StockIssuedDuringPeriodValueNewIssues	314,000
Additional Paid-in Capital [Member] \| IPO [Member]
Stock Issued During Period, Value, New Issues	us-gaap_StockIssuedDuringPeriodValueNewIssues	106,441,000
Retained Earnings [Member]
Net Income (Loss), Including Portion Attributable to Noncontrolling Interest	us-gaap_ProfitLoss	(5,167,000)
Member Units [Member]
APIC, Share-Based Payment Arrangement, Increase for Cost Recognition	us-gaap_AdjustmentsToAdditionalPaidInCapitalSharebasedCompensationRequisiteServicePeriodRecognitionValue	(39,000)
Net Income (Loss), Including Portion Attributable to Noncontrolling Interest	us-gaap_ProfitLoss	25,977,000
Other Comprehensive Income (Loss), Net of Tax	us-gaap_OtherComprehensiveIncomeLossNetOfTax	(1,507,000)
Stockholders' Equity, Effect Of Organizational Transactions	bvs_StockholdersEquityEffectOfOrganizationalTransactions	(168,714,000)
Members' Equity, Increase From Refunds From Members'	bvs_MembersEquityIncreaseFromRefundsFromMembers	123,000
Noncontrolling Interest [Member]
APIC, Share-Based Payment Arrangement, Increase for Cost Recognition	us-gaap_AdjustmentsToAdditionalPaidInCapitalSharebasedCompensationRequisiteServicePeriodRecognitionValue	2,015,000
Net Income (Loss), Including Portion Attributable to Noncontrolling Interest	us-gaap_ProfitLoss	(7,062,000)
Other Comprehensive Income (Loss), Net of Tax	us-gaap_OtherComprehensiveIncomeLossNetOfTax	180,000
Noncontrolling Interest, Decrease from Distributions to Noncontrolling Interest Holders	us-gaap_MinorityInterestDecreaseFromDistributionsToNoncontrollingInterestHolders	191,000
Stockholders' Equity, Effect Of Organizational Transactions	bvs_StockholdersEquityEffectOfOrganizationalTransactions	79,119,000
Noncontrolling Interest Increase From Deconsolidation Of Variable Interest Entity	bvs_NoncontrollingInterestIncreaseFromDeconsolidationOfVariableInterestEntity	3,746,000
Common Class B [Member] \| Common Stock [Member]
Stockholders' Equity, Effect Of Organizational Transactions	bvs_StockholdersEquityEffectOfOrganizationalTransactions	$ 16,000
Stockholders' Equity, Shares, Change In Reporting Entity	bvs_StockholdersEquitySharesChangeInReportingEntity	15,786,737
Common Class A [Member] \| Common Stock [Member]
Stockholders' Equity, Effect Of Organizational Transactions	bvs_StockholdersEquityEffectOfOrganizationalTransactions	$ 32,000
Stockholders' Equity, Shares, Change In Reporting Entity	bvs_StockholdersEquitySharesChangeInReportingEntity	31,838,589
Common Class A [Member] \| Common Stock [Member] \| Public Offering [Member]
Stock Issued During Period, Shares, New Issues	us-gaap_StockIssuedDuringPeriodSharesNewIssues	24,063
Common Class A [Member] \| Common Stock [Member] \| IPO [Member]
Stock Issued During Period, Value, New Issues	us-gaap_StockIssuedDuringPeriodValueNewIssues	$ 9,000
Stock Issued During Period, Shares, New Issues	us-gaap_StockIssuedDuringPeriodSharesNewIssues	9,200,000