0001628280-22-030557 | 10-Q | XBRL Viewer

Fair value measurements

9 Months Ended

Oct. 01, 2022

The 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:


	October 1, 2022						December 31, 2021
	Total		Level 2		Level 3		Total		Level 2		Level 3
Assets:
Interest rate swap	$	7,546	$	7,546	$	—	$	1,128	$	1,128	$	—
Liabilities:
Deferred Amount - Current	$	117,615	$	—	$	117,615	$	—	$	—	$	—
Deferred Amount - Long Term	71,923		—		71,923		—		—		—
CartiHeal contingent consideration- Sales Milestone	64,765		—		64,765		—		—		—
Bioness contingent consideration	17,149		—		17,149		16,329		—		16,329
Total liabilities:	$	271,452	$	—	$	271,452	$	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 condensed balance sheets within prepaid and other current assets. Changes in fair value are recognized as interest income or expense within the consolidated condensed statements of operations and comprehensive (loss) income.

Deferred Amount

The Deferred Amount resulting from the CartiHeal Acquisition was calculated based on the total amount payable on each due date for the five payment tranches including applicable interest as described in Note 3. Acquisitions and investments.

Bioness & CartiHeal 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 unobservable Level 3 inputs.

Unobservable inputs

A summary of unobservable Level 3 inputs utilized for the above liabilities are as follows:

Valuation Technique

Unobservable inputs

Range

CartiHeal Deferred Amount

Discounted cash flow

Payment discount rate

14.4% - 15.5%

Payment Period

2022 - 2027

CartiHeal contingent consideration -
Sales Milestone

Discounted cash flow

Payment discount rate

14.0% - 15.6%

Payment Period

2022 - 2029

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 and the CartiHeal Acquisition on July 12, 2022. Contingent consideration 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 $278 and $820 for the three and nine months ended October 1, 2022, respectively, and $651 and $1,292 for the three and nine months ended October 2, 2021, respectively, were recorded as the change in fair value of contingent consideration within the consolidated condensed statements of operations and comprehensive (loss) income. Changes in contingent consideration related to the CartiHeal Acquisition totaled $2,864 for three and nine months ended October 2, 2021.

Management incentive plan (MIP) and liability-classified awards

BV LLC had operated two equity-based compensation plans, the management incentive plan (MIP) and the BV LLC Phantom Profits Interest Plan (Phantom Plan and, together with the MIP, the Plans), which were terminated on February 11, 2021 in connection with the Company’s IPO. Awards granted under the MIP Plan and the 2015 Phantom Units were liability-classified and the 2012 Phantom Units were equity-classified. Prior to the IPO and during the nine months ended October 2, 2021, the Company settled the remaining 183,078 units with the sole MIP awardee for $10,802. No awards under the Plans were granted post-IPO and the Phantom Plan awards 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 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

Balance sheet information - Components of accounts receivable (Details) - USD ($) $ in Thousands	Oct. 01, 2022	Dec. 31, 2021
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Accounts receivable	$ 138,029	$ 128,365
Less: Allowance for credit losses	(5,844)	(3,402)
Accounts receivable, net	$ 132,185	$ 124,963

Equity-based compensation - Option activity (Details) $ / shares in Units, shares in Thousands, $ in Thousands	9 Months Ended
	Oct. 01, 2022 USD ($) $ / shares shares
Number of options
Beginning balance (in shares) \| shares	8,364
Granted (in shares) \| shares	2,571
Exercised (in shares) \| shares	(512)
Forfeited/canceled (in shares) \| shares	(798)
Ending balance (in shares) \| shares	9,625
Exercisable and vested (in shares) \| shares	4,065
Weighted-average exercise price
Beginning balance (in dollars per share) \| $ / shares	$ 11.16
Granted (in dollars per share) \| $ / shares	12.28
Exercised (in dollars per share) \| $ / shares	6.69
Forfeited/canceled (in dollars per share) \| $ / shares	12.79
Ending balance (in dollars per share) \| $ / shares	11.57
Exercisable and vested (in dollars per share) \| $ / shares	$ 9.81
Outstanding, weighted average remaining contractual term	7 years 10 months 24 days
Exercisable and vested (in years)	6 years 6 months 18 days
Options outstanding, Aggregate intrinsic value \| $	$ 2,187
Exercisable and vested \| $	$ 2,187

Restructuring costs (Tables)

9 Months Ended

Oct. 01, 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	2,159		—		2,159
Payments made	(2,574)		(136)		(2,710)
Balance at October 1, 2022	$	985	$	—	$	985

Consolidated condensed balance sheets - USD ($) $ in Thousands	Oct. 01, 2022	Dec. 31, 2021
Current assets:
Cash and cash equivalents	$ 34,359	$ 43,933
Restricted cash	23	5,280
Accounts receivable, net	132,185	124,963
Inventory	76,952	61,688
Prepaid and other current assets	27,563	27,239
Total current assets	271,082	263,103
Restricted cash, less current portion	0	50,000
Property and equipment, net	26,643	22,985
Goodwill	15,359	147,623
Intangible assets, net	1,055,601	695,193
Operating lease assets	16,304	17,186
Deferred tax assets	0	481
Investment and other assets	13,033	29,291
Total assets	1,398,022	1,225,862
Current liabilities:
Accounts payable	19,075	16,915
Accrued liabilities	116,890	131,473
Accrued equity-based compensation	0	10,875
Current portion of long-term debt	31,302	18,038
Current portion of deferred consideration	117,615	0
Other current liabilities	3,491	3,558
Total current liabilities	288,373	180,859
Long-term debt, less current portion	393,102	339,644
Deferred income taxes	159,300	133,518
Deferred consideration	71,923	0
Contingent consideration	81,914	16,329
Other long-term liabilities	24,264	21,723
Total liabilities	1,018,876	692,073
Commitments and contingencies
Stockholders’ Equity:
Additional paid-in capital	478,033	465,272
Accumulated deficit	(133,376)	(6,602)
Accumulated other comprehensive (loss) income	(1,340)	179
Total stockholders’ equity attributable to Bioventus Inc.	343,397	458,924
Noncontrolling interest	35,749	74,865
Total stockholders’ equity	379,146	533,789
Total liabilities and stockholders’ equity	1,398,022	1,225,862
Common Class A
Stockholders’ Equity:
Common stock, value	64	59
Common Class B
Stockholders’ Equity:
Common stock, value	$ 16	$ 16

Balance sheet information - Cash, cash equivalents and restricted cash (Details) - USD ($) $ in Thousands	Oct. 01, 2022	Dec. 31, 2021	Oct. 02, 2021	Dec. 31, 2020
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Cash and cash equivalents	$ 34,359	$ 43,933
Restricted cash
Current	23	5,280
Noncurrent	0	50,000
Cash, cash equivalents, and restricted cash	$ 34,382	$ 99,213	$ 130,917	$ 86,839

Cover Page - shares	9 Months Ended
Cover Page - shares	Oct. 01, 2022	Nov. 16, 2022
Document Information [Line Items]
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Oct. 01, 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	Q3
Common Class A
Document Information [Line Items]
Entity Common Stock, Shares Outstanding (in shares)		61,951,858
Common Class B
Document Information [Line Items]
Entity Common Stock, Shares Outstanding (in shares)		15,786,737

Acquisitions and investments - Components of intangible assets acquired (Details) - USD ($) $ in Thousands	Jul. 12, 2022	Oct. 29, 2021
CartiHeal Ltd
Business Acquisition [Line Items]
Intangible assets	$ 408,600
CartiHeal Ltd \| Intellectual property \| US Segment
Business Acquisition [Line Items]
Useful Life (in years)	20 years
Intangible assets	$ 351,500
CartiHeal Ltd \| Intellectual property \| International Segment
Business Acquisition [Line Items]
Useful Life (in years)	8 years
Intangible assets	$ 57,100
Misonix, Inc
Business Acquisition [Line Items]
Intangible assets		$ 486,500
Misonix, Inc \| Intellectual property
Business Acquisition [Line Items]
Intangible assets		$ 477,000
Misonix, Inc \| Customer relationships
Business Acquisition [Line Items]
Useful Life (in years)		12 years
Intangible assets		$ 9,500
Minimum \| Misonix, Inc \| Intellectual property
Business Acquisition [Line Items]
Useful Life (in years)		15 years
Maximum \| Misonix, Inc \| Intellectual property
Business Acquisition [Line Items]
Useful Life (in years)		20 years

Equity-based compensation (Tables)

9 Months Ended

Oct. 01, 2022

Compensation And Employee Benefit Plans [Abstract]

Schedule of Nonvested Restricted Stock Units Activity

A summary of the RSU award activity for the nine months ended October 1, 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	1,233	10.79
Vested	(746)	14.75
Forfeited or canceled	(249)	7.09
Unvested at October 1, 2022	1,262	$	12.10

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

A summary of the Company’s assumptions used in determining the fair value of the stock options granted during the nine months ended October 1, 2022 is shown in the following table.


Risk-free interest rate	1.8% - 3.4%
Expected dividend yield	—	%
Expected stock price volatility	33.2% - 34.2%
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 nine months ended October 1, 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	2,571	12.28
Exercised	(512)	6.69
Forfeited or canceled	(798)	12.79
Outstanding at October 1, 2022	9,625	11.57		7.90 years	$	2,187
Exercisable and vested at October 1, 2022	4,065	$	9.81	6.55 years	$	2,187

Fair value measurements - Liabilities measured at fair value (Details) - USD ($) $ in Thousands	Oct. 01, 2022	Jul. 12, 2022	Dec. 31, 2021
Liabilities:
Deferred Amount - Long Term	$ 81,914		$ 16,329
CartiHeal Ltd \| Sales Milestone
Liabilities:
Business combination, contingent consideration, liability		$ 135,000
Fair Value, Recurring
Assets:
Interest rate swap	7,546		1,128
Liabilities:
Total liabilities:	271,452		16,329
Fair Value, Recurring \| CartiHeal Ltd \| Deferred Amount
Liabilities:
Deferred Amount - Current	117,615		0
Deferred Amount - Long Term	71,923		0
Fair Value, Recurring \| CartiHeal Ltd \| Sales Milestone
Liabilities:
Business combination, contingent consideration, liability	64,765		0
Fair Value, Recurring \| Bioness, Inc
Liabilities:
Business combination, contingent consideration, liability	17,149		16,329
Fair Value, Recurring \| Level 2
Assets:
Interest rate swap	7,546		1,128
Liabilities:
Total liabilities:	0		0
Fair Value, Recurring \| Level 2 \| CartiHeal Ltd \| Deferred Amount
Liabilities:
Deferred Amount - Current	0		0
Deferred Amount - Long Term	0		0
Fair Value, Recurring \| Level 2 \| CartiHeal Ltd \| Sales Milestone
Liabilities:
Business combination, contingent consideration, liability	0		0
Fair Value, Recurring \| Level 2 \| Bioness, Inc
Liabilities:
Business combination, contingent consideration, liability	0		0
Fair Value, Recurring \| Level 3
Assets:
Interest rate swap	0		0
Liabilities:
Total liabilities:	271,452		16,329
Fair Value, Recurring \| Level 3 \| CartiHeal Ltd \| Deferred Amount
Liabilities:
Deferred Amount - Current	117,615		0
Deferred Amount - Long Term	71,923		0
Fair Value, Recurring \| Level 3 \| CartiHeal Ltd \| Sales Milestone
Liabilities:
Business combination, contingent consideration, liability	64,765		0
Fair Value, Recurring \| Level 3 \| Bioness, Inc
Liabilities:
Business combination, contingent consideration, liability	$ 17,149		$ 16,329

Equity-based compensation - Narrative (Details)	3 Months Ended		9 Months Ended
Equity-based compensation - Narrative (Details)	Oct. 01, 2022 USD ($) $ / shares shares	Oct. 02, 2021 USD ($) shares	Oct. 01, 2022 USD ($) $ / shares shares	Oct. 02, 2021 USD ($) shares	Feb. 10, 2021 plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of equity-based compensation plans \| plan					2
Income tax benefit	$ (41,779,000)	$ (882,000)	$ (45,667,000)	$ 759,000
Unamortized compensation expense, options	15,044,000		15,044,000
2021 Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Equity compensation	4,512,000	5,799,000	13,765,000	13,521,000
Income tax benefit	$ 23,000	0	$ 2,313,000	$ 0
Common Class A
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Common stock closing price, (in dollars per share) \| $ / shares	$ 7.00		$ 7.00
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	2,182,935		2,182,935
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			1,233,000
Number of awards forfeited (in shares) \| shares			249,000
Unamortized compensation expense, RSUs	$ 11,195,000		$ 11,195,000
Compensation expense net yet amortized, period for recognition			2 years 11 months 23 days
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 2 months 1 day
Expiration period			10 years
Weighted-average fair value of stock options granted (in dollars per share) \| $ / shares			$ 4.57
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	$ 136,000	$ 139,000	$ 388,000	$ 214,000
Number of shares available to be awarded (in shares) \| shares	275,372		275,372
Number of shares issued (in shares) \| shares	69,334	34,640	172,153	58,703

Commitments and contingencies (Tables)

9 Months Ended

Oct. 01, 2022

Commitments and Contingencies Disclosure [Abstract]

Schedule of Lease, Cost

The components of lease cost were as follows:


	Three Months Ended				Nine Months Ended
	October 1, 2022		October 2, 2021		October 1, 2022		October 2, 2021
Operating lease cost	$	1,238	$	885	$	3,544	$	2,499
Short-term lease cost(a)	190		153		518		482



Total lease cost	$	1,428	$	1,038	$	4,062	$	2,981

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

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


	Nine Months Ended
	October 1, 2022		October 2, 2021
Operating cash flows from operating leases	$	3,515	$	2,598




Right-of-use assets obtained in exchange for operating lease obligations	$	2,494	$	—

Schedule of Assets and Liabilities, Lessee

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


	October 1, 2022			December 31, 2021
Operating lease assets	$	16,304		$	17,186

Operating lease liabilities- current	$	3,434		$	3,504
Operating lease liabilities- noncurrent	14,157			15,038
Total operating lease liabilities	$	17,591		$	18,542








Weighted average remaining lease term (years)
Weighted average remaining lease term (years) for operating leases	5.0			5.6


Weighted average discount rate for operating leases	4.6		%	4.7		%

Commitments and contingencies - Supplemental balance sheet information (Details) - USD ($) $ in Thousands	Oct. 01, 2022	Dec. 31, 2021
Commitments and Contingencies Disclosure [Abstract]
Operating lease assets	$ 16,304	$ 17,186
Operating lease liabilities- current	3,434	3,504
Operating lease liabilities- noncurrent	14,157	15,038
Total operating lease liabilities	$ 17,591	$ 18,542
Weighted average remaining lease term (years) for operating leases	5 years	5 years 7 months 6 days
Weighted average discount rate for operating leases (in percent)	4.60%	4.70%

Fair value measurements (Tables)

9 Months Ended

Oct. 01, 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:


	October 1, 2022						December 31, 2021
	Total		Level 2		Level 3		Total		Level 2		Level 3
Assets:
Interest rate swap	$	7,546	$	7,546	$	—	$	1,128	$	1,128	$	—
Liabilities:
Deferred Amount - Current	$	117,615	$	—	$	117,615	$	—	$	—	$	—
Deferred Amount - Long Term	71,923		—		71,923		—		—		—
CartiHeal contingent consideration- Sales Milestone	64,765		—		64,765		—		—		—
Bioness contingent consideration	17,149		—		17,149		16,329		—		16,329
Total liabilities:	$	271,452	$	—	$	271,452	$	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 unobservable Level 3 inputs.

Unobservable inputs

A summary of unobservable Level 3 inputs utilized for the above liabilities are as follows:

Valuation Technique

Unobservable inputs

Range

CartiHeal Deferred Amount

Discounted cash flow

Payment discount rate

14.4% - 15.5%

Payment Period

2022 - 2027

CartiHeal contingent consideration -
Sales Milestone

Discounted cash flow

Payment discount rate

14.0% - 15.6%

Payment Period

2022 - 2029

Bioness contingent consideration

Discounted cash flow

Payment discount rate

6.4% - 6.8%

Payment period

2024 - 2025

Balance sheet information (Tables)

9 Months Ended

Oct. 01, 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:


	October 1, 2022		December 31, 2021
Cash and cash equivalents	$	34,359	$	43,933
Restricted cash
Current	23		5,280
Noncurrent	—		50,000
	$	34,382	$	99,213

Schedule of Restrictions on Cash and Cash Equivalents

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


	October 1, 2022		December 31, 2021
Cash and cash equivalents	$	34,359	$	43,933
Restricted cash
Current	23		5,280
Noncurrent	—		50,000
	$	34,382	$	99,213

Schedule of Accounts Receivable

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


	October 1, 2022		December 31, 2021
Accounts receivable	$	138,029	$	128,365
Less: Allowance for credit losses	(5,844)		(3,402)
	$	132,185	$	124,963

Summary of Accounts Receivable, Allowance for Credit Loss

Changes in credit losses were as follows:


	Three Months Ended				Nine Months Ended
	October 1, 2022		October 2, 2021		October 1, 2022		October 2, 2021
Beginning balance	$	(5,292)	$	(3,019)	$	(3,402)	$	(3,990)
(Provision) recovery	(1,369)		(221)		(3,874)		138
Write-offs	1,082		243		1,907		927
Recoveries	(265)		(65)		(475)		(137)
Ending balance	$	(5,844)	$	(3,062)	$	(5,844)	$	(3,062)

Schedule of Inventory

Inventory consisted of the following as of:


	October 1, 2022		December 31, 2021
Raw materials and supplies	$	17,380	$	12,213
Finished goods	60,812		50,805
Gross	78,192		63,018
Excess and obsolete reserves	(1,240)		(1,330)
	$	76,952	$	61,688

Schedule of Prepaid and Other Current Assets

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


	October 1, 2022		December 31, 2021
Prepaid taxes	$	4,492	$	12,236
Prepaid and other current assets	23,071		15,003
	$	27,563	$	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 nine months ended October 1, 2022 are as follows:


	U.S.		International		Consolidated
Balance at December 31, 2021	$	138,863	$	8,760	$	147,623
Additions	55,295		6,599		61,894
Deconsolidation of noncontrolling interest	(494)		—		(494)
Purchase accounting adjustments	(4,467)		—		(4,467)
Impairment of goodwill	(189,197)		—		(189,197)
Balance at October 1, 2022	$	—	$	15,359	$	15,359

Schedule of Accrued Liabilities

Accrued liabilities consisted of the following as of:


	October 1, 2022		December 31, 2021
Gross-to-net deductions	$	74,409	$	67,945
Bonus and commission	8,464		23,342
Compensation and benefits	10,372		10,665
Income and other taxes	2,299		8,139
Other liabilities	21,346		21,382
	$	116,890	$	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
-Topic 350
-SubTopic 20
-Section 50
-Paragraph 1
-Subparagraph (h)
-URI https://asc.fasb.org/extlink&oid=121556970&loc=d3e13816-109267

Reference 2: http://www.xbrl.org/2009/role/commonPracticeRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 350
-SubTopic 20
-Section 50
-Paragraph 1
-Subparagraph (c)
-URI https://asc.fasb.org/extlink&oid=121556970&loc=d3e13816-109267

Reference 3: http://www.xbrl.org/2009/role/commonPracticeRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 350
-SubTopic 20
-Section 50
-Paragraph 1
-Subparagraph (g)
-URI https://asc.fasb.org/extlink&oid=121556970&loc=d3e13816-109267

Reference 4: http://www.xbrl.org/2009/role/commonPracticeRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 350
-SubTopic 20
-Section 50
-Paragraph 1
-URI https://asc.fasb.org/extlink&oid=121556970&loc=d3e13816-109267

Reference 5: http://www.xbrl.org/2009/role/commonPracticeRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 350
-SubTopic 20
-Section 50
-Paragraph 1
-Subparagraph (e)
-URI https://asc.fasb.org/extlink&oid=121556970&loc=d3e13816-109267

Reference 6: http://www.xbrl.org/2009/role/commonPracticeRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 350
-SubTopic 20
-Section 50
-Paragraph 1
-Subparagraph (d)
-URI https://asc.fasb.org/extlink&oid=121556970&loc=d3e13816-109267

Reference 7: http://www.xbrl.org/2009/role/commonPracticeRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 350
-SubTopic 20
-Section 50
-Paragraph 1A
-URI https://asc.fasb.org/extlink&oid=121556970&loc=SL108378252-109267

Reference 8: http://www.xbrl.org/2009/role/commonPracticeRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 350
-SubTopic 20
-Section 50
-Paragraph 1
-Subparagraph (f)
-URI https://asc.fasb.org/extlink&oid=121556970&loc=d3e13816-109267

Reference 9: http://www.xbrl.org/2009/role/commonPracticeRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 350
-SubTopic 20
-Section 50
-Paragraph 1
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=121556970&loc=d3e13816-109267

Reference 10: http://www.xbrl.org/2009/role/commonPracticeRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 350
-SubTopic 20
-Section 50
-Paragraph 2
-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=121556970&loc=d3e13854-109267

Reference 11: http://www.xbrl.org/2003/role/exampleRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 350
-SubTopic 20
-Section 55
-Paragraph 24
-URI https://asc.fasb.org/extlink&oid=122137925&loc=d3e14258-109268

Reference 12: http://www.xbrl.org/2009/role/commonPracticeRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 350
-SubTopic 20
-Section 50
-Paragraph 1
-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=121556970&loc=d3e13816-109267

+ Details

Acquisitions and investments

9 Months Ended

Oct. 01, 2022

Business Combination and Asset Acquisition [Abstract]

Acquisitions and investments

CartiHeal (2009) Ltd

On July 12, 2022, the Company completed the acquisition of 100% of the remaining shares in CartiHeal (2009) Ltd. (CartiHeal), a privately held company headquartered in Israel and the developer of the proprietary Agili-C implant for the treatment of joint surface lesions in traumatic and osteoarthritic joints. The Company previously held an equity interest in CartiHeal’s fully diluted shares with a carrying value of $15,768 and $16,771 as of July 12, 2022 and December 31, 2021, respectively. Net equity losses associated with CartiHeal for the three months ended October 1, 2022 and October 2, 2021 and the nine months ended October 1, 2022 and October 2, 2021, totaled $322, $419, $1,003 and $1,320, respectively, which are included in other (income) expense on the consolidated condensed statements of operations and comprehensive (loss) income.

The Company acquired CartiHeal (CartiHeal Acquisition) for an aggregate purchase price of approximately $315,000 and an additional $135,000, becoming payable after closing upon the achievement of a certain sales milestone (Sales Milestone, or CartiHeal Contingent Consideration). The Company paid $100,000 of the aggregate purchase price upon closing consisting of a $50,000 deposit held in trust and $50,000 from a financing arrangement (Refer to Note 4. Financial instruments for further information regarding financing arrangements). The Company also paid approximately $8,622 of CartiHeal’s transaction-related fees and expenses and deferred $215,000 (Deferred Amount) of the aggregate purchase price otherwise due at closing.

The Deferred Amount will be paid in five tranches commencing in 2023 and ending no later than 2027 as follows:

•$50,000 due upon the earliest to occur — the publication in a peer-reviewed orthopedic journal of an article that presents the results of the pivotal clinical trial (First Paper Milestone) or July 1, 2023;

•$50,000 due upon the earliest to occur — the implantation of Agili-C devices in 100 patients in the United States or September 1, 2023;

•$25,000 due upon the earliest to occur — the publication in a peer-reviewed orthopedic journal of an article that presents any new or additional clinical data subsequent to the First Paper Milestone with respect to Agili-C (Second Paper Milestone) or January 1, 2025;

•$25,000 due upon the earliest to occur — the publication in a peer-reviewed orthopedic journal of an article that presents any new or additional clinical data subsequent to the First and Second Paper Milestone with respect to Agili-C or January 1, 2026; and

•$65,000 due upon the earliest to occur — obtaining a U.S. Category 1 Current Procedural Terminology (CPT) code from Centers for Medicare and Medicaid Services (CMS) for Agili-C or January 1, 2027.

Pursuant to the CartiHeal Amendment (as defined below), the Company will pay interest on each tranche of the Deferred Amount at a rate of 8.0% annually, until such tranche is paid. The Sales Milestone will be payable upon the achievement of $75,000 in trailing twelve month sales pursuant to the CartiHeal Amendment.

The Company had entered into an Option and Equity Purchase Agreement with CartiHeal (Option Agreement) in January 2020 and subsequent amendment in June 2022 (CartiHeal Amendment). 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. In August 2021, CartiHeal achieved pivotal clinical trial success, as defined in the Option Agreement, for the Agili-C implant. In order to preserve the Company’s Call Option, in accordance with the Option Agreement and upon approval of the Company’s Board of Directors (BOD), the Company deposited $50,000 into escrow in August 2021 for the potential acquisition of CartiHeal, which was included in restricted cash on the consolidated balance sheets at December 31, 2021.

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


Cash consideration	$	100,000
Transaction related costs	8,622
Subtotal of cash at closing	108,622
Deferred Amount	183,400
Sales Milestone	61,901
Fair value of previously held equity interest(a)	39,477
Total consideration	$	393,400

(a) Remeasurement of the Company’s equity method investment in CartiHeal, net of equity losses as a result of the purchase. The remeasurement included a gain of $23,709 calculated as the difference between the fair value and the carrying value of the Company’s investment in CartiHeal at the acquisition date and was recognized in other income for three and nine months ended on the consolidated condensed statements of operations and comprehensive (loss) income. The fair value was based upon: (i) the consideration transferred to members owning 89.97% of CartiHeal’s fully diluted shares; (ii) calculating the value of CartiHeal’s fully diluted shares based upon the transferred consideration; and (iii) applying the calculated value to the Company’s 10.03% ownership in CartiHeal’s fully diluted shares at the acquisition date.

The Company accounted for the CartiHeal Acquisition using the acquisition method of accounting whereby the total purchase price was preliminary 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	$	393,400
Assets acquired and liabilities assumed:
Cash and cash equivalents and restricted cash	3,781
Inventory	642
Prepaid and other current assets	552
Property and equipment	259
Intangibles	408,600
Investment and other assets	727
Accounts payable	(18)
Accrued liabilities	(459)
Other current liabilities	(171)
Deferred income taxes	(79,863)
Other liabilities	(2,544)
Net assets acquired	331,506
Resulting goodwill	$	61,894

As of October 1, 2022, the purchase price allocation for the CartiHeal 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 intangible assets, tax liabilities and other working capital accounts. Nearly 100% of the goodwill represents estimated future economic benefits arising from other assets acquired that could not be individually identified and separately recognized and is attributable to expected revenue growth in new markets. The goodwill is not expected to be deductible for tax purposes and $55,295 and $6,599 was allocated to the U.S. and International reporting units, respectively. The Company incurred $1,307 and $3,976 in acquisition costs related to CartiHeal during the three and nine months ended October 1, 2022, respectively.

CartiHeal’s intangibles consists of the following:


	Useful Life	Fair Value
Intellectual Property - US Segment	20 years	$	351,500
Intellectual Property - International Segment	8 years	57,100
		$	408,600

The estimated fair value of the acquired CartiHeal intangibles was determined using an income approach, a valuation technique that estimates the fair value of an asset based on market participant expectations of the cash flows that an asset would generate over its remaining useful life. The determination of the useful lives was based upon consideration of market participant assumptions and transaction specific factors. The aggregate amortization expense related to acquired intangible assets is $6,178 for the remainder of 2022 and $24,713 annually for the years 2023 through 2026.

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 comprised 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 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

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. Changes in 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.

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 Bioness, acquired March 30, 2021, Misonix, acquired October 29, 2021 and CartiHeal, acquired July 12, 2022, have been included in the accompanying consolidated financial statements since their respective acquisition dates. Net losses of CartiHeal included in the nine months ended October 1, 2022 since the acquisition date were $6,812. There are no net sales attributable to CartiHeal in the nine months ended October 1, 2022.

Revenue and earnings for the operations of Bioness, Misonix and CartiHeal as if the companies were acquired on January 1, 2021, are as follows:


	Nine Months Ended		Nine Months Ended
	October 1, 2022		October 2, 2021
Net sales	$	386,283	$	367,669
Net loss	$	(171,002)	$	(50,742)

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 do 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 and an exclusive Collaboration Agreement with Harbor, which resulted in the consolidation of Harbor. The Company terminated the Collaboration Agreement on June 8, 2021, which resulted in the deconsolidation of Harbor and the recognition of a $5,674 impairment of Harbor’s long-lived assets. The impairment was recorded within impairment of variable entity assets for the nine months ended October 2, 2021 in the consolidated condensed statements of operations and comprehensive (loss) income, of which $5,176 was attributable to the non-controlling interest. An additional impairment of $1,369, representing the Company’s remaining investment balance in Harbor, was recorded within other (income) expense for the nine months ended October 2, 2021 in the consolidated condensed statements of operations and comprehensive (loss) income. The Company continues to have license rights to certain technology obtained from Harbor and is continuing product development initiated under the Collaboration Agreement.

Stockholders’ equity - Narrative (Details)	9 Months Ended
Stockholders’ equity - Narrative (Details)	Oct. 01, 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

Consolidated condensed statements of changes in stockholders' and members' equity - USD ($) $ in Thousands	Total	Common Class A	Common Class B	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 (loss) income	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)	11,479
Ending balance (in shares) at Oct. 02, 2021						41,097,292	15,786,737
Ending balance at Oct. 02, 2021	230,497					$ 41	$ 16		158,480		204	(6,238)	77,994
Members' equity, ending balance at Oct. 02, 2021					0
Beginning balance (in shares) at Jul. 03, 2021						41,062,652	15,786,737
Beginning balance at Jul. 03, 2021	219,364					$ 41	$ 16		146,199		468	(5,167)	77,807
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Issuance of Class A common stock for equity plans (in shares)						34,640
Issuance of Class A common stock for equity plans	417								417
Distribution to Controlling LLC Owner	(24)								0				(24)
Net income (loss)	(2,269)											(1,071)	(1,198)
Equity based compensation	5,938								4,427				1,511
Translation adjustment	(366)										(264)		(102)
Effect of Organizational Transactions	7,437								7,437
Ending balance (in shares) at Oct. 02, 2021						41,097,292	15,786,737
Ending balance at Oct. 02, 2021	230,497					$ 41	$ 16		158,480		204	(6,238)	77,994
Members' equity, ending balance at Oct. 02, 2021					$ 0
Beginning balance (in shares) at Dec. 31, 2021		59,548,504	15,786,737			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 Class A common stock for equity plans (in shares)								2,229,371
Issuance of Class A common stock for equity plans				$ 4,739				$ 5		$ 4,734
Net income (loss)	(168,518)											(126,774)	(41,744)
Equity based compensation	14,153								11,379				2,774
Deconsolidation of noncontrolling interest	247												247
Tax withholdings on equity compensation awards	(3,352)								(3,352)
Translation adjustment	(1,912)										(1,519)		(393)
Ending balance (in shares) at Oct. 01, 2022		61,777,875	15,786,737			61,777,875	15,786,737
Ending balance at Oct. 01, 2022	379,146					$ 64	$ 16		478,033		(1,340)	(133,376)	35,749
Beginning balance (in shares) at Jul. 02, 2022						61,656,499	15,786,737
Beginning balance at Jul. 02, 2022	520,190					$ 64	$ 16		473,796		(764)	(25,131)	72,209
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Issuance of Class A common stock for equity plans (in shares)						121,376
Issuance of Class A common stock for equity plans	482					$ 0			482
Net income (loss)	(145,698)											(108,245)	(37,453)
Equity based compensation	4,648								3,755				893
Deconsolidation of noncontrolling interest	247												247
Translation adjustment	(723)										(576)		(147)
Ending balance (in shares) at Oct. 01, 2022		61,777,875	15,786,737			61,777,875	15,786,737
Ending balance at Oct. 01, 2022	$ 379,146					$ 64	$ 16		$ 478,033		$ (1,340)	$ (133,376)	$ 35,749

Acquisitions and investments - Pro forma results (Details) - Bioness, Misonix and CartiHeal - USD ($) $ in Thousands	9 Months Ended
	Oct. 01, 2022	Oct. 02, 2021
Business Acquisition [Line Items]
Net sales	$ 386,283	$ 367,669
Net loss	$ (171,002)	$ (50,742)

Acquisitions and investments - Narrative (Details)				3 Months Ended		6 Months Ended	9 Months Ended
Acquisitions and investments - Narrative (Details)	Jul. 12, 2022 USD ($) tranche	Oct. 29, 2021 USD ($)	Mar. 30, 2021 USD ($)	Oct. 01, 2022 USD ($)	Oct. 02, 2021 USD ($)	Jul. 02, 2022 USD ($)	Oct. 01, 2022 USD ($)	Oct. 02, 2021 USD ($)	Jun. 17, 2022 USD ($)	Dec. 31, 2021 USD ($)	Aug. 31, 2021 USD ($)
Business Acquisition [Line Items]
Financing arrangement							$ 104,841,000	$ 0
Expected future amortization, remainder of fiscal year	$ 6,178,000
Impairment of variable interest entity assets								5,674,000
CartiHeal Ltd
Business Acquisition [Line Items]
Income (loss) from equity method investments				$ (322,000)	$ (419,000)		$ (1,003,000)	(1,320,000)
Series G Preferred Stock \| CartiHeal Ltd
Business Acquisition [Line Items]
Investments	$ 15,768,000									$ 16,771,000
Harbor Medtech Inc
Business Acquisition [Line Items]
Impairment of variable interest entity assets, attributable to noncontrolling interest								5,176,000
Impairment of variable interest entity								$ 1,369,000
Variable Interest Entity, Primary Beneficiary \| Harbor Medtech Inc \| Series C Preferred Stock
Business Acquisition [Line Items]
Variable interest entity, ownership percentage							8.80%
CartiHeal Ltd
Business Acquisition [Line Items]
Percentage of business acquired	100.00%
Fair value of consideration	$ 315,000,000
Cash	100,000,000
Escrow deposit	50,000,000										$ 50,000,000
Transaction related fees and expenses	$ 8,622,000			1,307,000			$ 3,976,000
Number of tranches \| tranche	5
Expected future amortization, year one				24,713,000			24,713,000
Expected future amortization, year two				24,713,000			24,713,000
Expected future amortization, year three				24,713,000			24,713,000
Expected future amortization, year four				24,713,000			24,713,000
Income (loss) from acquiree since acquisition date							(6,812,000)
Revenue of acquiree since acquisition date							0
CartiHeal Ltd \| Line of Credit \| Term Loan Facility
Business Acquisition [Line Items]
Financing arrangement	$ 50,000,000
CartiHeal Ltd \| Call Option
Business Acquisition [Line Items]
Percentage of business acquired											100.00%
CartiHeal Ltd \| Put Option
Business Acquisition [Line Items]
Percentage of business acquired											100.00%
CartiHeal Ltd \| Sales Milestone
Business Acquisition [Line Items]
Business combination, contingent consideration, liability	135,000,000
CartiHeal Ltd \| Deferred Consideration
Business Acquisition [Line Items]
Business combination, contingent consideration, liability	215,000,000
CartiHeal Ltd \| Deferred Amount Payable by July 1 2023
Business Acquisition [Line Items]
Business combination, contingent consideration, liability	50,000,000
CartiHeal Ltd \| Deferred Amount Payable by September 1 2023
Business Acquisition [Line Items]
Business combination, contingent consideration, liability	50,000,000
CartiHeal Ltd \| Deferred Amount Payable by January 1 2025
Business Acquisition [Line Items]
Business combination, contingent consideration, liability	25,000,000
CartiHeal Ltd \| Deferred Amount Payable by January 1 2026
Business Acquisition [Line Items]
Business combination, contingent consideration, liability	25,000,000
CartiHeal Ltd \| Deferred Amount Payable by January 1 2027
Business Acquisition [Line Items]
Business combination, contingent consideration, liability	$ 65,000,000
CartiHeal Ltd \| Deferred Amount
Business Acquisition [Line Items]
Deferred amount interest rate (in percent)									8.00%
CartiHeal Ltd \| Trailing Twelve Month Sales
Business Acquisition [Line Items]
Business combination, contingent consideration, liability									$ 75,000,000
CartiHeal Ltd \| Intellectual property \| U.S.
Business Acquisition [Line Items]
Goodwill expected tax deductible amount				55,295,000			55,295,000
CartiHeal Ltd \| Intellectual property \| International
Business Acquisition [Line Items]
Goodwill expected tax deductible amount				$ 6,599,000			$ 6,599,000
Misonix, Inc
Business Acquisition [Line Items]
Percentage of business acquired		100.00%
Fair value of consideration		$ 525,316,000
Cash		182,988,000
Deferred tax assets		$ 6,448,000				$ 6,448,000
Inventory						(1,292,000)
Property and equipment, net						$ (291,000)
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			$ 48,933,000
Bioness, Inc \| Maximum
Business Acquisition [Line Items]
Business combination, contingent consideration, liability			65,000,000							50,000,000
Bioness, Inc \| Obtaining FDA Approval Of Certain Products
Business Acquisition [Line Items]
Business combination, contingent consideration, liability			15,000,000							$ 15,000,000
Bioness, Inc \| Meeting Net Sales Targets Over A Three-Year Period, Payment One
Business Acquisition [Line Items]
Business combination, contingent consideration, liability			$ 20,000,000
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			$ 10,000,000
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			$ 20,000,000

Balance sheet information

9 Months Ended

Oct. 01, 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:


	October 1, 2022		December 31, 2021
Cash and cash equivalents	$	34,359	$	43,933
Restricted cash
Current	23		5,280
Noncurrent	—		50,000
	$	34,382	$	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 the acquisition of CartiHeal (2009) Ltd. 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:


	October 1, 2022		December 31, 2021
Accounts receivable	$	138,029	$	128,365
Less: Allowance for credit losses	(5,844)		(3,402)
	$	132,185	$	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. The Company has one customer representing approximately 11.6% of the accounts receivable balance as of October 1, 2022. Historically, the Company’s reserves have been adequate to cover credit losses.

Changes in credit losses were as follows:


	Three Months Ended				Nine Months Ended
	October 1, 2022		October 2, 2021		October 1, 2022		October 2, 2021
Beginning balance	$	(5,292)	$	(3,019)	$	(3,402)	$	(3,990)
(Provision) recovery	(1,369)		(221)		(3,874)		138
Write-offs	1,082		243		1,907		927
Recoveries	(265)		(65)		(475)		(137)
Ending balance	$	(5,844)	$	(3,062)	$	(5,844)	$	(3,062)

Inventory

Inventory consisted of the following as of:


	October 1, 2022		December 31, 2021
Raw materials and supplies	$	17,380	$	12,213
Finished goods	60,812		50,805
Gross	78,192		63,018
Excess and obsolete reserves	(1,240)		(1,330)
	$	76,952	$	61,688

Prepaid and other current assets

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


	October 1, 2022		December 31, 2021
Prepaid taxes	$	4,492	$	12,236
Prepaid and other current assets	23,071		15,003
	$	27,563	$	27,239

Goodwill

Goodwill is evaluated for impairment annually or more frequently if events or changes in circumstances indicate that goodwill might be impaired. The Company assesses goodwill impairment by applying a quantitative impairment analysis comparing the carrying value of the Company’s reporting units to their respective fair values. A goodwill impairment exists if the carrying value of the reporting unit exceeds its fair value.

The Company has two reporting units and assesses impairment based upon qualitative factors and if necessary, quantitative factors. A reporting unit's fair value is determined using the income approach and discounted cash flow models by utilizing Level 3 inputs and assumptions such as future cash flows, discount rates, long-term growth rates, market value and income tax considerations. Specifically, the value of each reporting unit is determined on a stand-alone basis from the perspective of a market participant and represents the price estimated to be received in a sale of the reporting unit in an orderly transaction between market participants at the measurement date. On November 8, 2022, due to a significant decline in the Company’s Class A common stock, circumstances became evident that a possible goodwill impairment existed as of the balance sheet date.

The Company concluded that the carrying value of the U.S. reporting unit exceeded its fair value. The Company recorded preliminary non-cash goodwill impairment charges of $189,197 within the U.S. reporting unit for both the three and nine months ended October 1, 2022. The impairment was recorded within impairment of goodwill on the consolidated condensed statements of operations and comprehensive (loss) income.

Changes in the carrying amounts of goodwill by reportable segment during the nine months ended October 1, 2022 are as follows:


	U.S.		International		Consolidated
Balance at December 31, 2021	$	138,863	$	8,760	$	147,623
Additions	55,295		6,599		61,894
Deconsolidation of noncontrolling interest	(494)		—		(494)
Purchase accounting adjustments	(4,467)		—		(4,467)
Impairment of goodwill	(189,197)		—		(189,197)
Balance at October 1, 2022	$	—	$	15,359	$	15,359

Additions were the result of the acquisition of CartiHeal (2009) Ltd. and purchase accounting adjustments stem from changes in the preliminary fair values of assets acquired and liabilities assumed in previous acquisitions. Refer to Note 3. Acquisitions and investments for further details concerning acquisitions and fair value changes. There were no accumulated goodwill impairment losses as of December 31, 2021.

Accrued liabilities

Accrued liabilities consisted of the following as of:


	October 1, 2022		December 31, 2021
Gross-to-net deductions	$	74,409	$	67,945
Bonus and commission	8,464		23,342
Compensation and benefits	10,372		10,665
Income and other taxes	2,299		8,139
Other liabilities	21,346		21,382
	$	116,890	$	131,473

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

2 Months Ended

3 Months Ended

8 Months Ended

9 Months Ended

Feb. 15, 2021

Oct. 01, 2022

Oct. 02, 2021

Oct. 01, 2022

Oct. 02, 2021

Numerator:

Net loss

$ 25,977

$ (145,698)

$ (2,269)

$ (14,498)

$ (168,518)

$ 11,479

Net loss attributable to noncontrolling interests

37,453

1,198

8,260

41,744

$ 8,260

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

(108,245)

(1,071)

(6,238)

(126,774)

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

$ (108,245)

$ (1,071)

$ (6,238)

$ (126,774)

Denominator:

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

61,674,254

^[1]

41,837,581

^[1]

41,816,706

61,208,941

^[1]

41,816,706

^[1]

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

61,674,254

^[1]

41,837,581

^[1]

41,816,706

61,208,941

^[1]

41,816,706

^[1]

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

$ (1.76)

^[1]

$ (0.03)

^[1]

$ (0.15)

$ (2.07)

^[1]

$ (0.15)

^[1]

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

$ (1.76)

^[1]

$ (0.03)

^[1]

$ (0.15)

$ (2.07)

^[1]

$ (0.15)

^[1]

[1]

(1) Per share information for the nine months ended October 2, 2021 represents loss per share of Class A common stock and weighted-average shares of Class A common stock outstanding from February 16, 2021 through October 2, 2021, the period following Bioventus Inc.'s initial public offering and related transactions described in Note 1. Organization and Note 8. Earnings per share within the Notes to the unaudited condensed consolidated financial statements.

Organization (Policies)	9 Months Ended
Organization (Policies)	Oct. 01, 2022
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Going Concern	Going ConcernThe accompanying unaudited consolidated financial statements have been prepared under the going concern basis of accounting, which presumes that the Company’s liquidation is not imminent
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 - Components of accounts receivable (Narrative) (Details)	9 Months Ended
	Oct. 01, 2022
Accounts Receivable \| Customer \| Customer One
Concentration Risk [Line Items]
Concentration risk percentage	11.60%

Financial instruments - Schedule Of Long-Term Debt (Details) - USD ($) $ in Thousands	Oct. 01, 2022	Dec. 31, 2021
Debt Instrument [Line Items]
Current portion of long-term debt	$ (31,302)	$ (18,038)
Unamortized debt issuance cost	(1,425)	(1,687)
Unamortized discount	(1,393)	(1,381)
Long-term debt, less current portion	393,102	339,644
Term Loan
Debt Instrument [Line Items]
Long-term debt, gross	$ 427,222	$ 360,750
Effective interest rate	5.80%

Segments

9 Months Ended

Oct. 01, 2022

Segment Reporting [Abstract]

Segments

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

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


	Three Months Ended				Nine Months Ended
	October 1, 2022		October 2, 2021		October 1, 2022		October 2, 2021
Segment adjusted EBITDA
U.S.	$	19,543	$	19,782	$	43,467	$	46,929
International	1,496		1,533		7,614		5,343
Interest expense, net	(9,894)		(1,347)		(10,922)		(152)
Depreciation and amortization	(18,780)		(8,522)		(43,643)		(23,185)
Acquisition and related costs	(6,319)		(5,914)		(20,292)		(14,044)
Remeasurement gain on equity method investment	23,709		—		23,709		—
Restructuring and succession charges	(575)		(1,798)		(2,847)		(2,142)
Equity compensation	(4,648)		(5,938)		(14,153)		10,621
Equity loss in unconsolidated investments	(322)		(419)		(1,003)		(1,320)
Foreign currency impact	(581)		(17)		(1,122)		47
Impairment of goodwill	(189,197)		—		(189,197)		—
Impairments related to variable interest entity	—		—		—		(7,043)
Other items	(1,909)		(511)		(5,796)		(2,816)
(Loss) income before income taxes	$	(187,477)	$	(3,151)	$	(214,185)	$	12,238

- 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

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 31
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8924-108599

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 34
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8981-108599

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
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-Paragraph 21
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8721-108599

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
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Reference 5: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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-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
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-Subparagraph (e)
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8933-108599

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
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-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8844-108599

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
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-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e9038-108599

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
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-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8933-108599

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
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-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8736-108599

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-Name Accounting Standards Codification
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Reference 12: http://www.xbrl.org/2003/role/disclosureRef
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-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8657-108599

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
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-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8721-108599

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
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-URI https://asc.fasb.org/topic&trid=2134510

+ Details

Commitments and contingencies

9 Months Ended

Oct. 01, 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 years.

The components of lease cost were as follows:


	Three Months Ended				Nine Months Ended
	October 1, 2022		October 2, 2021		October 1, 2022		October 2, 2021
Operating lease cost	$	1,238	$	885	$	3,544	$	2,499
Short-term lease cost(a)	190		153		518		482



Total lease cost	$	1,428	$	1,038	$	4,062	$	2,981

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

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


	Nine Months Ended
	October 1, 2022		October 2, 2021
Operating cash flows from operating leases	$	3,515	$	2,598




Right-of-use assets obtained in exchange for operating lease obligations	$	2,494	$	—

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


	October 1, 2022			December 31, 2021
Operating lease assets	$	16,304		$	17,186

Operating lease liabilities- current	$	3,434		$	3,504
Operating lease liabilities- noncurrent	14,157			15,038
Total operating lease liabilities	$	17,591		$	18,542








Weighted average remaining lease term (years)
Weighted average remaining lease term (years) for operating leases	5.0			5.6


Weighted average discount rate for operating leases	4.6		%	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.

Bioness Patent Litigation

On June 15, 2022, the Company, through its subsidiary Bioness, filed a lawsuit in the United States District Court for the Eastern District of Virginia against Aretech, LLC (“Aretech”) alleging infringement by Aretech of various patents related the Bioness’ Vector Gait and Safety Support System®. On August 8, 2022, Aretech filed an answer to the lawsuit denying infringement and asserting various affirmative defenses and counterclaims to the Bioness complaint. Bioness filed a motion to dismiss the defendant’s counterclaims on September 28, 2022. In response to Bioness’ motion to dismiss the counterclaims, on October 19, 2022, Aretech filed an amended answer and counterclaims. The Company is currently reviewing the amendments and plan to aggressively defend its patents in the litigation.

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.

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. On November 1, 2022, at hearing before Delaware State Court of Chancery, the court ruled in favor of the former Bioness director awarding attorney’s fees in connection with the underlying pre-merger litigation and the advancement action in the amounts claimed, less approximately $50. We are currently evaluating an appeal of the court’s ruling.

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 payment of $853 was made in 2022 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. On October 21, 2022, the Company provided notice to MTF of termination of the Development Agreement and the related cGTP Commercial Supply Agreement with MTF for MOTYS, effective December 20, 2022.

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 October 1, 2022 and October 2, 2021 and nine months ended October 1, 2022 and October 2, 2021 totaled $3,813, $3,677, $11,228 and $9,602, respectively. These royalties are included in cost of sales within the consolidated condensed statements 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 condensed statements of operations and comprehensive (loss) income.

From time to time, the Company causes letters of credit (LOCs) to be issued to provide credit support for guarantees, contractual commitments and insurance policies. The fair values of the LOCs reflect the amount of the underlying obligation and are subject to fees payable to the issuers, competitively determined in the marketplace. As of October 1, 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

9 Months Ended

Oct. 01, 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 the Company’s net sales disaggregated by major products (Vertical) within each segment as follows:


	Three Months Ended				Nine Months Ended
	October 1, 2022		October 2, 2021		October 1, 2022		October 2, 2021
U.S.
Pain Treatments	$	47,010	$	55,963	$	152,939	$	144,879
Restorative Therapies	38,096		25,634		102,475		71,489
Surgical Solutions	31,182		17,565		91,265		56,014
Total U.S. net sales	116,288		99,162		346,679		272,382

International
Pain Treatments	5,090		4,672		15,128		13,990
Restorative Therapies	4,047		4,841		13,930		13,318
Surgical Solutions	3,237		215		10,546		794
Total International net sales	12,374		9,728		39,604		28,102

Total net sales	$	128,662	$	108,890	$	386,283	$	300,484

- 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
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 10
-URI https://asc.fasb.org/extlink&oid=126920106&loc=SL49130551-203045

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 13
-Subparagraph (b)(2)
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Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
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Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
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-URI https://asc.fasb.org/extlink&oid=126920106&loc=SL49130550-203045

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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-Paragraph 12
-Subparagraph (e)
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Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
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-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=126920106&loc=SL49130554-203045

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
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-Paragraph 12
-Subparagraph (d)
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Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 15
-URI https://asc.fasb.org/extlink&oid=126920106&loc=SL49130558-203045

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 12
-Subparagraph (c)
-URI https://asc.fasb.org/extlink&oid=126920106&loc=SL49130554-203045

+ Details

Balance sheet information - Allowance for credit loss (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Oct. 01, 2022	Oct. 02, 2021	Oct. 01, 2022	Oct. 02, 2021
Accounts Receivable, Allowance for Credit Loss [Roll Forward]
Beginning balance	$ (5,292)	$ (3,019)	$ (3,402)	$ (3,990)
(Provision) recovery	(1,369)	(221)	(3,874)	138
Write-offs	1,082	243	1,907	927
Recoveries	(265)	(65)	(475)	(137)
Ending balance	$ (5,844)	$ (3,062)	$ (5,844)	$ (3,062)

Consolidated condensed balance sheets (Parenthetical) - $ / shares	Oct. 01, 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)	61,777,875	59,548,504
Common stock, shares issued (in shares)	61,777,875	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

Restructuring costs

9 Months Ended

Oct. 01, 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 condensed statements 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 $92 and $692 was recognized in the three and nine months ended October 1, 2022, respectively, and $1,798 was recorded during the three and nine months ended October 2, 2021. Expected pre-tax charges related to the 2022 Restructuring Plan is $2,300, of which $483 and $1,467 was recognized during the three and nine months ended October 1, 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	2,159		—		2,159
Payments made	(2,574)		(136)		(2,710)
Balance at October 1, 2022	$	985	$	—	$	985

Earnings per share

9 Months Ended

Oct. 01, 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
	October 1, 2022		October 2, 2021		Nine Months Ended October 1, 2022		February 16, 2021 through October 2, 2021
Numerator:
Net loss	$	(145,698)	$	(2,269)	$	(168,518)	$	(14,498)
Net loss attributable to noncontrolling interests	37,453		1,198		41,744		8,260
Net loss attributable to Bioventus Inc. Class A common stockholders	$	(108,245)	$	(1,071)	$	(126,774)	$	(6,238)

Denominator:
Weighted-average shares of Class A common stock outstanding - basic and diluted	61,674,254		41,837,581		61,208,941		41,816,706

Net loss per share of Class A common stock, basic and diluted	$	(1.76)	$	(0.03)	$	(2.07)	$	(0.15)

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

The following number of weighted-average potentially dilutive shares as of October 1, 2022 and October 2, 2021 were excluded from the calculation of diluted loss per share because the effect of including such potentially dilutive shares would have been antidilutive upon conversion:


	Three Months Ended
	October 1, 2022	October 2, 2021	Nine Months Ended October 1, 2022	February 16, 2021 through October 2, 2021
LLC Interests held by Continuing LLC Owner(a)	15,786,737	15,786,737	15,786,737	15,786,737
Stock options	8,186,264	4,657,637	7,488,407	4,624,655
RSUs	910,521	961,429	605,212	838,818
Unvested shares of Class A common stock	—	26,946	—	30,530
Total	24,883,522	21,432,749	23,880,356	21,280,740

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

Balance sheet information - Prepaid and other current assets (Details) - USD ($) $ in Thousands	Oct. 01, 2022	Dec. 31, 2021
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Prepaid taxes	$ 4,492	$ 12,236
Prepaid and other current assets	23,071	15,003
Prepaid and other current assets	$ 27,563	$ 27,239

Commitments and contingencies - Narrative (Details) - USD ($) $ in Thousands						1 Months Ended	3 Months Ended		9 Months Ended		13 Months Ended
	Nov. 01, 2022	Nov. 10, 2021	Dec. 22, 2020	Aug. 23, 2019	Feb. 09, 2016	Feb. 28, 2021	Oct. 01, 2022	Oct. 02, 2021	Oct. 01, 2022	Oct. 02, 2021	Oct. 01, 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 \| Subsequent Event
Loss Contingencies [Line Items]
Expense of claimant	$ 50
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							$ 3,813	$ 3,677	$ 11,228	$ 9,602
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		6 years		6 years

Subsequent events (Details) $ in Thousands	Oct. 28, 2022 USD ($)
Subsequent Event \| Interest Rate Swap
Subsequent Event [Line Items]
Received settlement	$ 7,738

Earnings per share - Antidilutive Securities Excluded From Computation of Earnings Per Share (Details) - shares	3 Months Ended		8 Months Ended	9 Months Ended
	Oct. 01, 2022	Oct. 02, 2021	Oct. 02, 2021	Oct. 01, 2022
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities (in shares)	24,883,522	21,432,749	21,280,740	23,880,356
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)	8,186,264	4,657,637	4,624,655	7,488,407
RSUs
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities (in shares)	910,521	961,429	838,818	605,212
Unvested shares of Class A common stock
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities (in shares)	0	26,946	30,530	0

Stockholders’ equity - Noncontrolling interest (Details) - BV LLC - USD ($) $ in Thousands	9 Months Ended	12 Months Ended
	Oct. 01, 2022	Dec. 31, 2021
Class of Stock [Line Items]
LLC Interests	$ 61,778	$ 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	$ 77,565	$ 75,335
Ownership %	100.00%	100.00%

Income taxes	9 Months Ended
Income taxes	Oct. 01, 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 also is subject to taxes in foreign jurisdictions. The tax provision for interim periods is determined using an estimate of the Company's annual effective tax rate, adjusted for discrete items, if any, that arise during the period. Each quarter, the Company updates its estimate of its annual effective tax rate, and if the estimated annual effective tax rate changes, the Company makes a cumulative adjustment in such period. The quarterly tax provision, and estimate of the Company's annual effective tax rate, are subject to variation due to several factors, including variability in pre-tax income (or loss), the mix of jurisdictions to which such income relates, changes in how the Company conducts business, and tax law developments. For the three months ended October 1, 2022 and October 2, 2021 and the nine months ended October 1, 2022 and October 2, 2021, the Company's effective tax rate was 22.3%, 28.0%, 21.3% and 6.2%, respectively. The decrease for the three months ended October 1, 2022 was primarily due to changes in our forecasted effective rate and a net increase in reserve for uncertain tax positions. The change for the nine months ended October 1, 2022 compared to nine months ended October 2, 2021 was primarily due to changes in our forecasted effective rate, compared to capitalized expenses resulting from the Company’s 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 October 1, 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
-Topic 740
-SubTopic 10
-Section 50
-Paragraph 21
-URI https://asc.fasb.org/extlink&oid=121826272&loc=d3e32857-109319

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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-Paragraph 17
-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=121826272&loc=d3e32809-109319

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SAB TOPIC 6.I.5.Q1)
-URI https://asc.fasb.org/extlink&oid=122134291&loc=d3e330036-122817

Reference 5: 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=d3e32705-109319

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
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-Paragraph 1
-URI https://asc.fasb.org/extlink&oid=6424409&loc=d3e44925-109338

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-URI https://asc.fasb.org/topic&trid=2144680

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
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-URI https://asc.fasb.org/extlink&oid=6424122&loc=d3e41874-109331

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

+ Details

Balance sheet information - Changes in the carrying amounts of goodwill by reportable segment (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Oct. 01, 2022	Oct. 02, 2021	Oct. 01, 2022	Oct. 02, 2021
Goodwill [Roll Forward]
Beginning balance			$ 147,623
Additions			61,894
Deconsolidation of noncontrolling interest			(494)
Purchase accounting adjustments			(4,467)
Impairment of goodwill	$ (189,197)	$ 0	(189,197)	$ 0
Ending balance	15,359		15,359
U.S.
Goodwill [Roll Forward]
Beginning balance			138,863
Additions			55,295
Deconsolidation of noncontrolling interest			(494)
Purchase accounting adjustments			(4,467)
Impairment of goodwill	(189,197)		(189,197)
Ending balance	0		0
International
Goodwill [Roll Forward]
Beginning balance			8,760
Additions			6,599
Deconsolidation of noncontrolling interest			0
Purchase accounting adjustments			0
Impairment of goodwill			0
Ending balance	$ 15,359		$ 15,359

- 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 - Goodwill (Narrative) (Details) $ in Thousands	3 Months Ended		9 Months Ended
	Oct. 01, 2022 USD ($)	Oct. 02, 2021 USD ($)	Oct. 01, 2022 USD ($) reporting_unit	Oct. 02, 2021 USD ($)
Goodwill [Line Items]
Number of reporting units \| reporting_unit			2
Impairment of goodwill	$ (189,197)	$ 0	$ (189,197)	$ 0
U.S.
Goodwill [Line Items]
Impairment of goodwill	$ (189,197)		$ (189,197)

Commitments and contingencies - Lease cost (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Oct. 01, 2022	Oct. 02, 2021	Oct. 01, 2022	Oct. 02, 2021
Commitments and Contingencies Disclosure [Abstract]
Operating lease cost	$ 1,238	$ 885	$ 3,544	$ 2,499
Short-term lease cost	190	153	518	482
Total lease cost	$ 1,428	$ 1,038	4,062	2,981
Operating cash flows from operating leases			3,515	2,598
Right-of-use assets obtained in exchange for operating lease obligations			$ 2,494	$ 0

Organization	9 Months Ended
Organization	Oct. 01, 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 consolidated 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. Going Concern The accompanying unaudited consolidated financial statements have been prepared under the going concern basis of accounting, which presumes that the Company’s liquidation is not imminent; however, based on the Company’s current financial position and liquidity sources, including current cash balances, and forecasted future cash flows, the Company is at risk of not being able to make the two initial Deferred Payments for the CartiHeal transaction, each in the principal sum of $50 million, due under the terms of the amended Option and Equity Purchase Agreement no later than July 2023 and September 2023, respectively, which may result in a cross default under the Amendment No. 3 to the Credit and Guaranty Agreement entered into with the Company’s lenders at the time of the CartiHeal transaction. In addition, should the Company fail to meet certain financial thresholds established in the Credit Agreement, the Company may be at risk of violating certain of its financial covenants under that agreement. If any of the financial covenants are not met, or if the Company is otherwise deemed to be in default of its other obligations under that agreement, the aggregate outstanding principal amounts become due and payable to our lenders. Considering current liquidity sources, the Company would not be able to make the Deferred Payments due in connection with the CartiHeal transaction or repay the Company’s total outstanding debt balance in the event of a default. These conditions and events raise substantial doubt about the Company’s ability to continue as a going concern. In light of this, the Company is actively pursuing plans to mitigate these conditions and events, such as considering various cost cutting measures, exploring divestiture opportunities for non-core assets, considering seeking temporary covenant waivers from our lenders, and pursuing strategic options with respect to the CartiHeal transaction such as attempting to renegotiate the timing of the CartiHeal Deferred Payments or exiting that agreement by transferring back to the former CartiHeal owners all of the share capital, intellectual property and other assets of CartiHeal acquired in the transaction pursuant to the escrow and pledge agreements entered into as part of the CartiHeal acquisition if such measures fail; however, there can be no assurances that it is probable these plans will be successfully implemented or that they will successfully mitigate these conditions and events. Therefore, these plans do not alleviate the substantial doubt about the Company’s ability to continue as a going concern. 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.

Segments (Details) $ in Thousands	3 Months Ended		9 Months Ended
Segments (Details) $ in Thousands	Oct. 01, 2022 USD ($)	Oct. 02, 2021 USD ($)	Oct. 01, 2022 USD ($) segment	Oct. 02, 2021 USD ($)
Segment Reporting Information [Line Items]
Number of reportable segments \| segment			2
Interest expense, net	$ (9,894)	$ (1,347)	$ (10,922)	$ (152)
Depreciation and amortization	(7,442)	(1,878)	(13,392)	(5,655)
Remeasurement gain on equity method investment			23,709	0
Restructuring and succession charges	(575)	(1,798)	(2,159)	(1,798)
Impairment of goodwill	(189,197)	0	(189,197)	0
Impairments related to variable interest entity				(5,674)
(Loss) income before income taxes	(187,477)	(3,151)	(214,185)	12,238
Segment Reconciling Items
Segment Reporting Information [Line Items]
Interest expense, net	(9,894)	(1,347)	(10,922)	(152)
Depreciation and amortization	(18,780)	(8,522)	(43,643)	(23,185)
Acquisition and related costs	(6,319)	(5,914)	(20,292)	(14,044)
Remeasurement gain on equity method investment	23,709	0	23,709	0
Restructuring and succession charges	(575)	(1,798)	(2,847)	(2,142)
Equity compensation	(4,648)	(5,938)	(14,153)	10,621
Equity loss in unconsolidated investments	(322)	(419)	(1,003)	(1,320)
Foreign currency impact	(581)	(17)	(1,122)	47
Impairment of goodwill	(189,197)	0	(189,197)	0
Impairments related to variable interest entity	0	0	0	(7,043)
Other items	(1,909)	(511)	(5,796)	(2,816)
U.S. \| Operating Segments
Segment Reporting Information [Line Items]
Segment adjusted EBITDA	19,543	19,782	43,467	46,929
International \| Operating Segments
Segment Reporting Information [Line Items]
Segment adjusted EBITDA	$ 1,496	$ 1,533	$ 7,614	$ 5,343

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	13,774,000
Other Comprehensive Income (Loss), Net of Tax	us-gaap_OtherComprehensiveIncomeLossNetOfTax	(1,507,000)
Other Comprehensive Income (Loss), Net of Tax	us-gaap_OtherComprehensiveIncomeLossNetOfTax	282,000
Noncontrolling Interest, Decrease from Distributions to Noncontrolling Interest Holders	us-gaap_MinorityInterestDecreaseFromDistributionsToNoncontrollingInterestHolders	215,000
Stockholders' Equity, Effect Of Organizational Transactions	bvs_StockholdersEquityEffectOfOrganizationalTransactions	(48,487,000)
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	731,000
IPO [Member]
Stock Issued During Period, Value, New Issues	us-gaap_StockIssuedDuringPeriodValueNewIssues	106,450,000
Retained Earnings [Member]
Net Income (Loss), Including Portion Attributable to Noncontrolling Interest	us-gaap_ProfitLoss	(6,238,000)
AOCI Including Portion Attributable to Noncontrolling Interest [Member]
Other Comprehensive Income (Loss), Net of Tax	us-gaap_OtherComprehensiveIncomeLossNetOfTax	204,000
Additional Paid-in Capital [Member]
APIC, Share-Based Payment Arrangement, Increase for Cost Recognition	us-gaap_AdjustmentsToAdditionalPaidInCapitalSharebasedCompensationRequisiteServicePeriodRecognitionValue	10,248,000
Stockholders' Equity, Effect Of Organizational Transactions	bvs_StockholdersEquityEffectOfOrganizationalTransactions	41,060,000
Additional Paid-in Capital [Member] \| Public Offering [Member]
Stock Issued During Period, Value, New Issues	us-gaap_StockIssuedDuringPeriodValueNewIssues	731,000
Additional Paid-in Capital [Member] \| IPO [Member]
Stock Issued During Period, Value, New Issues	us-gaap_StockIssuedDuringPeriodValueNewIssues	106,441,000
Noncontrolling Interest [Member]
APIC, Share-Based Payment Arrangement, Increase for Cost Recognition	us-gaap_AdjustmentsToAdditionalPaidInCapitalSharebasedCompensationRequisiteServicePeriodRecognitionValue	3,526,000
Net Income (Loss), Including Portion Attributable to Noncontrolling Interest	us-gaap_ProfitLoss	(8,260,000)
Other Comprehensive Income (Loss), Net of Tax	us-gaap_OtherComprehensiveIncomeLossNetOfTax	78,000
Noncontrolling Interest, Decrease from Distributions to Noncontrolling Interest Holders	us-gaap_MinorityInterestDecreaseFromDistributionsToNoncontrollingInterestHolders	215,000
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
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
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	58,703
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
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

Acquisitions and investments (Tables)

9 Months Ended

Oct. 01, 2022

Business Combination and Asset Acquisition [Abstract]

Schedule of Business Acquisitions, by Acquisition

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


Cash consideration	$	100,000
Transaction related costs	8,622
Subtotal of cash at closing	108,622
Deferred Amount	183,400
Sales Milestone	61,901
Fair value of previously held equity interest(a)	39,477
Total consideration	$	393,400

The fair value of the consideration for the Misonix Acquisition comprised 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	$	393,400
Assets acquired and liabilities assumed:
Cash and cash equivalents and restricted cash	3,781
Inventory	642
Prepaid and other current assets	552
Property and equipment	259
Intangibles	408,600
Investment and other assets	727
Accounts payable	(18)
Accrued liabilities	(459)
Other current liabilities	(171)
Deferred income taxes	(79,863)
Other liabilities	(2,544)
Net assets acquired	331,506
Resulting goodwill	$	61,894

The following table summarizes the 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

CartiHeal’s intangibles consists of the following:


	Useful Life	Fair Value
Intellectual Property - US Segment	20 years	$	351,500
Intellectual Property - International Segment	8 years	57,100
		$	408,600

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

Revenue and earnings for the operations of Bioness, Misonix and CartiHeal as if the companies were acquired on January 1, 2021, are as follows:


	Nine Months Ended		Nine Months Ended
	October 1, 2022		October 2, 2021
Net sales	$	386,283	$	367,669
Net loss	$	(171,002)	$	(50,742)

Fair value measurements - Additional information (Details) $ in Thousands	1 Months Ended		3 Months Ended		9 Months Ended
	Mar. 31, 2022 USD ($)	Feb. 28, 2022 shares	Oct. 01, 2022 USD ($)	Oct. 02, 2021 USD ($) shares	Oct. 01, 2022 USD ($) shares	Oct. 02, 2021 USD ($) shares	Feb. 10, 2021 plan
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Change in fair value of contingent consideration			$ 3,142	$ 651	$ 3,684	$ 1,292
Number of equity-based compensation plans \| plan							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			$ 278	$ 651	$ 820	1,292
Carti Heal
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Change in fair value of contingent consideration				$ 2,864		$ 2,864

Balance sheet information - Accrued liabilities (Details) - USD ($) $ in Thousands	Oct. 01, 2022	Dec. 31, 2021
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Gross-to-net deductions	$ 74,409	$ 67,945
Bonus and commission	8,464	23,342
Compensation and benefits	10,372	10,665
Income and other taxes	2,299	8,139
Other liabilities	21,346	21,382
Accrued liabilities	$ 116,890	$ 131,473

Earnings per share (Tables)

9 Months Ended

Oct. 01, 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
	October 1, 2022		October 2, 2021		Nine Months Ended October 1, 2022		February 16, 2021 through October 2, 2021
Numerator:
Net loss	$	(145,698)	$	(2,269)	$	(168,518)	$	(14,498)
Net loss attributable to noncontrolling interests	37,453		1,198		41,744		8,260
Net loss attributable to Bioventus Inc. Class A common stockholders	$	(108,245)	$	(1,071)	$	(126,774)	$	(6,238)

Denominator:
Weighted-average shares of Class A common stock outstanding - basic and diluted	61,674,254		41,837,581		61,208,941		41,816,706

Net loss per share of Class A common stock, basic and diluted	$	(1.76)	$	(0.03)	$	(2.07)	$	(0.15)

Schedule of Antidilutive Securities


	Three Months Ended
	October 1, 2022	October 2, 2021	Nine Months Ended October 1, 2022	February 16, 2021 through October 2, 2021
LLC Interests held by Continuing LLC Owner(a)	15,786,737	15,786,737	15,786,737	15,786,737
Stock options	8,186,264	4,657,637	7,488,407	4,624,655
RSUs	910,521	961,429	605,212	838,818
Unvested shares of Class A common stock	—	26,946	—	30,530
Total	24,883,522	21,432,749	23,880,356	21,280,740

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

Segments (Tables)

9 Months Ended

Oct. 01, 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				Nine Months Ended
	October 1, 2022		October 2, 2021		October 1, 2022		October 2, 2021
Segment adjusted EBITDA
U.S.	$	19,543	$	19,782	$	43,467	$	46,929
International	1,496		1,533		7,614		5,343
Interest expense, net	(9,894)		(1,347)		(10,922)		(152)
Depreciation and amortization	(18,780)		(8,522)		(43,643)		(23,185)
Acquisition and related costs	(6,319)		(5,914)		(20,292)		(14,044)
Remeasurement gain on equity method investment	23,709		—		23,709		—
Restructuring and succession charges	(575)		(1,798)		(2,847)		(2,142)
Equity compensation	(4,648)		(5,938)		(14,153)		10,621
Equity loss in unconsolidated investments	(322)		(419)		(1,003)		(1,320)
Foreign currency impact	(581)		(17)		(1,122)		47
Impairment of goodwill	(189,197)		—		(189,197)		—
Impairments related to variable interest entity	—		—		—		(7,043)
Other items	(1,909)		(511)		(5,796)		(2,816)
(Loss) income before income taxes	$	(187,477)	$	(3,151)	$	(214,185)	$	12,238

Acquisitions and investments - Fair value of assets acquired and liabilities assumed (Details) - USD ($) $ in Thousands	Jul. 12, 2022	Oct. 29, 2021	Oct. 01, 2022	Jul. 02, 2022	Dec. 31, 2021
Assets acquired and liabilities assumed:
Goodwill			$ 15,359		$ 147,623
CartiHeal Ltd
Business Acquisition [Line Items]
Fair value of consideration	$ 393,400
Fair value of consideration	315,000
Assets acquired and liabilities assumed:
Cash and cash equivalents	3,781
Inventory	642
Prepaid and other current assets	552
Property and equipment, net	259
Intangible assets	408,600
Investment and other assets	727
Accounts payable	(18)
Accrued liabilities	(459)
Other current liabilities	(171)
Deferred income taxes	(79,863)
Other liabilities	(2,544)
Net assets acquired	331,506
Goodwill	$ 61,894
Misonix, Inc
Business Acquisition [Line Items]
Fair value of consideration		$ 525,316
Assets acquired and liabilities assumed:
Cash and cash equivalents		7,126
Inventory		23,428
Prepaid and other current assets		419
Property and equipment, net		10,280
Intangible assets		486,500
Other current liabilities		(589)
Deferred income taxes		(94,012)
Other liabilities		(1,351)
Net assets acquired		435,788
Goodwill		89,528
Accounts receivable		13,301
Operating lease assets		1,049
Deferred tax assets		6,448		$ 6,448
Other assets		77
Accounts payable and accrued liabilities		$ (16,888)

Financial instruments - Narrative (Details)				3 Months Ended		9 Months Ended
Financial instruments - Narrative (Details)	Jul. 13, 2022	Jul. 12, 2022	Jul. 11, 2022 USD ($)	Oct. 01, 2022 USD ($) derivative	Oct. 02, 2021 USD ($)	Oct. 01, 2022 USD ($) derivative	Oct. 02, 2021 USD ($)	Dec. 31, 2021 USD ($)
Debt Instrument [Line Items]
Borrowing on revolver						$ 25,000,000	$ 0
Original issue discount				$ 1,393,000		1,393,000		$ 1,381,000
Deferred financing costs				$ 1,425,000		$ 1,425,000		1,687,000
Interest Rate Swap
Debt Instrument [Line Items]
Number of interest rate swap agreements \| derivative				1		1
Interest income (expense), net				$ 2,222,000	$ 81,000	$ 6,418,000	$ 1,391,000
Derivative, notional amount				$ 100,000,000		$ 100,000,000
Percentage of debt hedged by derivative				23.40%		23.40%
Derivative, locked in interest rate				0.64%		0.64%
Term Loan \| Level 2
Debt Instrument [Line Items]
Long-term debt, fair value				$ 413,702,000		$ 413,702,000
Revolving Credit Facility \| SOFR
Debt Instrument [Line Items]
Debt instrument, lending margin, interest rate	3.25%
Revolving Credit Facility \| Base Rate
Debt Instrument [Line Items]
Debt instrument, lending margin, interest rate		2.25%
Line of Credit \| Revolving Credit Facility
Debt Instrument [Line Items]
Repayment on revolver			$ 25,000,000
Outstanding borrowings on line of credit				0		0		$ 0
Line of Credit \| Term Loan Facility
Debt Instrument [Line Items]
Borrowing on revolver			$ 80,000,000
Line of Credit \| Secured Debt
Debt Instrument [Line Items]
Original issue discount				240,000		240,000
Deferred financing costs				101,000		101,000
Debt instrument, final periodic payment				$ 50,000,000		$ 50,000,000

Acquisitions and investments - Consideration transferred (Details) - USD ($) $ / shares in Units, $ in Thousands			3 Months Ended	9 Months Ended
	Jul. 12, 2022	Oct. 29, 2021	Oct. 01, 2022	Oct. 01, 2022	Oct. 02, 2021	Jul. 11, 2022
Business Acquisition [Line Items]
Remeasurement gain				$ 23,709	$ 0
CartiHeal Ltd
Business Acquisition [Line Items]
Cash consideration	$ 100,000
Total consideration	393,400
Total consideration	$ 315,000
Remeasurement gain			$ 23,709	$ 23,709
Contingent consideration transferred percentage	89.97%
CartiHeal Ltd \| Estimate of Fair Value Measurement
Business Acquisition [Line Items]
Cash consideration	$ 100,000
Acquisition and related costs	8,622
Subtotal of cash at closing	108,622
Fair value of previously held equity interest	39,477
Total consideration	393,400
CartiHeal Ltd \| CartiHeal Ltd
Business Acquisition [Line Items]
Equity method investment, ownership percentage						10.03%
CartiHeal Ltd \| Deferred Amount \| Estimate of Fair Value Measurement
Business Acquisition [Line Items]
Contingent consideration	183,400
CartiHeal Ltd \| Sales Milestone
Business Acquisition [Line Items]
Contingent consideration	135,000
CartiHeal Ltd \| Sales Milestone \| Estimate of Fair Value Measurement
Business Acquisition [Line Items]
Contingent consideration	$ 61,901
Misonix, Inc
Business Acquisition [Line Items]
Cash consideration		$ 182,988
Value of Misonix options settled in Bioventus options		27,636
Merger consideration		485,186
Other cash consideration		40,130
Total consideration		$ 525,316
Misonix, Inc \| Common Stock
Business Acquisition [Line Items]
Number of shares issued as consideration in merger (in shares)		18,340,790
Business acquisition, share price (in dollars per share)		$ 14.97
Bioventus Class A shares		$ 274,562

Equity-based compensation

9 Months Ended

Oct. 01, 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 nine months ended October 2, 2021, (i) the Company granted 90,000 Phantom Plan units; (ii) there were no MIP awards granted; (iii) 900 Phantom Plan units were forfeited; and (iv) other Phantom Units were redeemed for $479. Compensation expense related to the Phantom Plan totaled $829 for the nine months ended October 2, 2021. This amount excludes the $25,185 decrease in fair market value of accrued equity-based compensation due to adjustments to reflect the difference between the expected pricing from the pending IPO and the actual offering price, of which $1,777 was recorded in research and development expense within the consolidated condensed statements of operations and comprehensive (loss) income for the nine months ended October 2, 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 October 1, 2022, 11,873,784 shares of Class A common stock were authorized to be awarded and 2,182,935 shares were available for Awards.

Equity-based compensation expense for Awards granted under the 2021 Plan for the three months ended October 1, 2022 and October 2, 2021 and the nine months ended October 1, 2022 and October 2, 2021, totaled $4,512, $5,799, $13,765 and $13,521, respectively. The expense is primarily included in selling, general and administrative expense with a nominal amount in research and development expense on the consolidated condensed statements of operations and comprehensive (loss) income based upon the classification of the employee. There were $23 and $2,313 income tax benefit related to this expense for the three and nine months ended October 1, 2022, respectively. There was no income tax benefit related to equity-based compensation expense for the three and nine months ended October 2, 2021.

Restricted Stock Units

During the three and nine months ended October 1, 2022, the Company granted time-based RSUs which vest at various dates through September 6, 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 $11,195 at October 1, 2022, and is expected to be recognized over a weighted average period of approximately 2.98 years. A summary of the RSU award activity for the nine months ended October 1, 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	1,233	10.79
Vested	(746)	14.75
Forfeited or canceled	(249)	7.09
Unvested at October 1, 2022	1,262	$	12.10

Stock Options

During the nine months ended October 1, 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 nine months ended October 1, 2022 is shown in the following table.


Risk-free interest rate	1.8% - 3.4%
Expected dividend yield	—	%
Expected stock price volatility	33.2% - 34.2%
Expected life of stock options (years)	6.25

The weighted-average grant date fair value of options granted during the nine months ended October 1, 2022 was $4.57 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 $15,044 at October 1, 2022, and is expected to be recognized over a weighted average period of approximately 3.17 years.

A summary of stock option activity is as follows for the nine months ended October 1, 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	2,571	12.28
Exercised	(512)	6.69
Forfeited or canceled	(798)	12.79
Outstanding at October 1, 2022	9,625	11.57		7.90 years	$	2,187
Exercisable and vested at October 1, 2022	4,065	$	9.81	6.55 years	$	2,187

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 $7.00 per share, the closing price of the Company’s Class A common stock on September 30, 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 October 1, 2022, the aggregate number of shares reserved for issuance under the ESPP was 275,372. A total of 69,334 and 172,153 shares were issued and $136 and $388 of expense was recognized during the three and nine months ended October 1, 2022, respectively. A total of 34,640 and 58,703 shares were issued and $139 and $214 of expense was recognized during the three and nine months ended October 2, 2021.

Equity-based compensation - Restricted stock unit activity (Details) - RSUs shares in Thousands	9 Months Ended
	Oct. 01, 2022 $ / shares shares
Number of units
Beginning balance (in shares) \| shares	1,024
Granted (in shares) \| shares	1,233
Vested (in shares) \| shares	(746)
Forfeited/canceled (in shares) \| shares	(249)
Ending balance (in shares) \| shares	1,262
Weighted-average grant-date fair value per unit
Beginning balance (in dollars per share) \| $ / shares	$ 14.41
Granted (in dollars per share) \| $ / shares	10.79
Vested (in dollars per share) \| $ / shares	14.75
Forfeited/canceled (in dollars per share) \| $ / shares	7.09
Ending balance (in dollars per share) \| $ / shares	$ 12.10

Restructuring costs (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
Restructuring costs (Details) - USD ($) $ in Thousands	Oct. 01, 2022	Oct. 02, 2021	Oct. 01, 2022	Oct. 02, 2021
Restructuring Reserve [Roll Forward]
Beginning balance			$ 1,536
Expenses incurred	$ 575	$ 1,798	2,159	$ 1,798
Payments made			(2,710)
Ending balance	985		985
Employee severance and temporary labor costs
Restructuring Reserve [Roll Forward]
Beginning balance			1,400
Expenses incurred			2,159
Payments made			(2,574)
Ending balance	985		985
Other charges
Restructuring Reserve [Roll Forward]
Beginning balance			136
Expenses incurred			0
Payments made			(136)
Ending balance	0		0
Restructuring Plan of 2021
Restructuring Cost and Reserve [Line Items]
Restructuring plan, expected costs	3,500		3,500
Restructuring Reserve [Roll Forward]
Expenses incurred	92	$ 1,798	692	$ 1,798
Restructuring Plan Of 2022
Restructuring Cost and Reserve [Line Items]
Restructuring plan, expected costs	2,300		2,300
Restructuring Reserve [Roll Forward]
Expenses incurred	$ 483		$ 1,467

Equity-based compensation - Fair value assumptions (Details) - Stock options	9 Months Ended
	Oct. 01, 2022
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Risk-free interest rate, minimum	1.80%
Risk-free interest rate, maximum	3.40%
Expected dividend yield	0.00%
Expected stock price volatility, minimum	33.20%
Expected stock price volatility, maximum	34.20%
Maximum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Expected life of stock options (years)	6 years 3 months

Revenue recognition (Tables)

9 Months Ended

Oct. 01, 2022

Revenue from Contract with Customer [Abstract]

Schedule of Disaggregation of Revenue

The following table presents the Company’s net sales disaggregated by major products (Vertical) within each segment as follows:


	Three Months Ended				Nine Months Ended
	October 1, 2022		October 2, 2021		October 1, 2022		October 2, 2021
U.S.
Pain Treatments	$	47,010	$	55,963	$	152,939	$	144,879
Restorative Therapies	38,096		25,634		102,475		71,489
Surgical Solutions	31,182		17,565		91,265		56,014
Total U.S. net sales	116,288		99,162		346,679		272,382

International
Pain Treatments	5,090		4,672		15,128		13,990
Restorative Therapies	4,047		4,841		13,930		13,318
Surgical Solutions	3,237		215		10,546		794
Total International net sales	12,374		9,728		39,604		28,102

Total net sales	$	128,662	$	108,890	$	386,283	$	300,484

Balance sheet information - Inventory (Details) - USD ($) $ in Thousands	Oct. 01, 2022	Dec. 31, 2021
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Raw materials and supplies	$ 17,380	$ 12,213
Finished goods	60,812	50,805
Gross	78,192	63,018
Excess and obsolete reserves	(1,240)	(1,330)
Inventory, net	$ 76,952	$ 61,688

Stockholders’ equity

9 Months Ended

Oct. 01, 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 the Company 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 nine months ended October 1, 2022 or during the year ended December 31, 2021. The following table summarizes the ownership interest in BV LLC as of October 1, 2022 and December 31, 2021 (number of units in thousands):


	October 1, 2022			December 31, 2021
	LLC Interests	Ownership %		LLC Interests	Ownership %
Number of LLC Interests owned
Bioventus Inc.	61,778	79.6	%	59,548	79.0	%
Continuing LLC Owner	15,787	20.4	%	15,787	21.0	%
Total	77,565	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

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+ Details

Revenue recognition (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
Revenue recognition (Details) - USD ($) $ in Thousands	Oct. 01, 2022	Oct. 02, 2021	Oct. 01, 2022	Oct. 02, 2021
Disaggregation of Revenue [Line Items]
Total net sales	$ 128,662	$ 108,890	$ 386,283	$ 300,484
U.S.
Disaggregation of Revenue [Line Items]
Total net sales	116,288	99,162	346,679	272,382
U.S. \| Pain Treatments
Disaggregation of Revenue [Line Items]
Total net sales	47,010	55,963	152,939	144,879
U.S. \| Restorative Therapies
Disaggregation of Revenue [Line Items]
Total net sales	38,096	25,634	102,475	71,489
U.S. \| Surgical Solutions
Disaggregation of Revenue [Line Items]
Total net sales	31,182	17,565	91,265	56,014
International
Disaggregation of Revenue [Line Items]
Total net sales	12,374	9,728	39,604	28,102
International \| Pain Treatments
Disaggregation of Revenue [Line Items]
Total net sales	5,090	4,672	15,128	13,990
International \| Restorative Therapies
Disaggregation of Revenue [Line Items]
Total net sales	4,047	4,841	13,930	13,318
International \| Surgical Solutions
Disaggregation of Revenue [Line Items]
Total net sales	$ 3,237	$ 215	$ 10,546	$ 794

- 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.

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+ Details

Fair value measurements - Acquisition unobservable level 3 inputs (Details) - Level 3 - Valuation Technique, Discounted Cash Flow - Measurement Input, Discount Rate	Oct. 01, 2022
Minimum \| CartiHeal Ltd \| Deferred Amount
Business Acquisition [Line Items]
Payment discount rate	0.144
Minimum \| CartiHeal Ltd \| Sales Milestone
Business Acquisition [Line Items]
Payment discount rate	0.140
Minimum \| Bioness contingent consideration
Business Acquisition [Line Items]
Payment discount rate	0.064
Maximum \| CartiHeal Ltd \| Deferred Amount
Business Acquisition [Line Items]
Payment discount rate	0.155
Maximum \| CartiHeal Ltd \| Sales Milestone
Business Acquisition [Line Items]
Payment discount rate	0.156
Maximum \| Bioness contingent consideration
Business Acquisition [Line Items]
Payment discount rate	0.068

Financial instruments - Scheduled Quarterly Principal Payments (Details) $ in Thousands	9 Months Ended
	Oct. 01, 2022 USD ($)
Debt Disclosure [Abstract]
Remainder of 2022	$ 2,000
2023 and 2024	12,000
2025 and 2026	$ 16,000

Consolidated condensed statements of cash flows - USD ($) $ in Thousands	9 Months Ended
	Oct. 01, 2022	Oct. 02, 2021
Operating activities:
Net (loss) income	$ (168,518)	$ 11,479
Adjustments to reconcile net (loss) income to net cash from operating activities:
Depreciation and amortization	43,643	23,185
Provision (recovery) for expected credit losses	3,874	(138)
Equity-based compensation from 2021 Stock Incentive Plan	14,153	13,735
Profits interest plan, liability-classified and other equity awards compensation	0	(24,356)
Change in fair value of contingent consideration	3,684	1,292
Change in fair value of interest rate swap	(6,418)	(1,391)
Deferred income taxes	(47,154)	(1,703)
Change in fair value of Equity Participation Rights	0	(2,774)
Impairment of goodwill	189,197	0
Impairments related to variable interest entity	0	7,043
Revaluation gain on previously held equity interest in CartiHeal	(23,709)	0
Unrealized loss on foreign currency fluctuations	2,926	1,224
Other, net	166	407
Changes in operating assets and liabilities:
Accounts receivable	(12,840)	(13,149)
Inventories	(8,621)	1,496
Accounts payable and accrued expenses	(10,947)	7,247
Other current and noncurrent assets and liabilities	1,783	(13,723)
Net cash from operating activities	(18,781)	9,874
Investing activities:
Acquisition of CartiHeal, net of cash acquired	(104,841)	0
Acquisition of Bioness, net of cash acquired	0	(46,790)
Purchase of property and equipment	(6,639)	(4,568)
Investments and acquisition of distribution rights	(1,478)	(11,124)
Other	(75)	0
Net cash from investing activities	(113,033)	(62,482)
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	4,739	747
Tax withholdings on equity-based compensation	(3,352)	0
Borrowing on revolver	25,000	0
Payment on revolver	(25,000)	0
Proceeds from the issuance of long-term debt, net of issuance costs	79,659	0
Payments on long-term debt	(13,528)	(11,250)
Distributions to members	0	(183)
Other, net	(4)	(28)
Net cash from financing activities	67,514	97,063
Effect of exchange rate changes on cash	(531)	(377)
Net change in cash, cash equivalents and restricted cash	(64,831)	44,078
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	34,382	130,917
Supplemental disclosure of noncash investing and financing activities
Accrued member distributions	0	123
Accounts payable for purchase of property, plant and equipment	$ 1,270	$ 612

Subsequent events	9 Months Ended
Subsequent events	Oct. 01, 2022
Subsequent Events [Abstract]
Subsequent events	Subsequent eventsOn October 28, 2022, the Company terminated its non-designated interest rate swap agreement and subsequently received a settlement of $7,738.

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 ($)	Dec. 31, 2020 USD ($)	Oct. 01, 2022 employee	Jul. 12, 2022 USD ($)
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) \| 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) \| 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) \| 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) \| shares	31,838,589
CartiHeal Ltd \| Deferred Amount Payable by July 1 2023
Class of Stock [Line Items]
Business combination, contingent consideration, liability \| $					$ 50,000
BV LLC
Class of Stock [Line Items]
Number of employees \| employee				1,160
Number of LLC interest held (in shares) \| shares	31,838,589

Income taxes (Details)	3 Months Ended		9 Months Ended
Income taxes (Details)	Oct. 01, 2022	Oct. 02, 2021	Oct. 01, 2022	Oct. 02, 2021
Income Tax Disclosure [Abstract]
Effective income tax rate	22.30%	28.00%	21.30%	6.20%

Financial instruments

9 Months Ended

Oct. 01, 2022

Debt Disclosure [Abstract]

Financial instruments

Long-term debt consisted of the following as of:


	October 1, 2022		December 31, 2021
Amended Term Loan due October 2026 (5.80% at October 1, 2022)	$	427,222	$	360,750


Less:
Current portion of long-term debt	(31,302)		(18,038)
Unamortized debt issuance cost	(1,425)		(1,687)
Unamortized discount	(1,393)		(1,381)
	$	393,102	$	339,644

On July 11, 2022, the Company amended the Credit and Guaranty Agreement, dated as of December 6, 2019, as amended on October 29, 2021 (the Amended 2019 Credit Agreement) in conjunction with the 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; (iii) repayment of $25,000 on the Revolver; and (iv) working capital needs and general corporate purposes of the Company, including without limitation for permitted acquisitions. The Term Loan and Term Loan Facility (together, Amended Term Loan) will mature on October 29, 2026 (Maturity). 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 the Revolver. Initial SOFR loans and base rate loans had a margin of 3.25% and 2.25%, respectively, subsequent to July 12, 2022.

The Term Loan Facility had an original issue discount of $240 and deferred financing costs of $101. Scheduled principal payments increased due to the Term Loan Facility compared to the scheduled payments in the Company’s 2021 Annual Report on Form 10-K. Additional scheduled principal payments of the Term Loan Facility, which commenced on September 30, 2022, are as follows with the final payment of $50,000 at Maturity:


Remainder of 2022	$	2,000
2023 and 2024	$	12,000
2025 and 2026	$	16,000

The Amended 2019 Credit Agreement requires the Company to comply with financial and other covenants. The Company complied with all covenants as of October 1, 2022. The Revolver had no outstanding borrowings as of October 1, 2022 and none at December 31, 2021.

The estimated fair value of the Amended Term Loan under the Amended 2019 Credit Agreement as of October 1, 2022 was $413,702. The fair value of these obligations was determined 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 condensed statements of operations and comprehensive (loss) income. Net interest income of $2,222 and $81 was recorded related to the change in fair value of the interest rate swap for the three months ended October 1, 2022 and October 2, 2021, respectively. Net interest income of $6,418 and $1,391 was recorded related to the change in fair value of the interest rate swap for the nine months ended October 1, 2022 and October 2, 2021, respectively.

The notional amount of the swap totaled $100,000, or 23.4% of the Term Loan outstanding principal at October 1, 2022. The swap locked in the variable portion of the interest rate on the $100,000 notional at 0.64%.

- 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.

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+ Details

Financial instruments (Tables)

9 Months Ended

Oct. 01, 2022

Debt Disclosure [Abstract]

Schedule of Long-term Debt Instruments

Long-term debt consisted of the following as of:


	October 1, 2022		December 31, 2021
Amended Term Loan due October 2026 (5.80% at October 1, 2022)	$	427,222	$	360,750


Less:
Current portion of long-term debt	(31,302)		(18,038)
Unamortized debt issuance cost	(1,425)		(1,687)
Unamortized discount	(1,393)		(1,381)
	$	393,102	$	339,644

Schedule of Maturities of Long-term Debt

Additional scheduled principal payments of the Term Loan Facility, which commenced on September 30, 2022, are as follows with the final payment of $50,000 at Maturity:


Remainder of 2022	$	2,000
2023 and 2024	$	12,000
2025 and 2026	$	16,000

- 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.

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+ Details

Stockholders’ equity (Tables)

9 Months Ended

Oct. 01, 2022

Equity [Abstract]

Schedule of Other Ownership Interests

The following table summarizes the ownership interest in BV LLC as of October 1, 2022 and December 31, 2021 (number of units in thousands):


	October 1, 2022			December 31, 2021
	LLC Interests	Ownership %		LLC Interests	Ownership %
Number of LLC Interests owned
Bioventus Inc.	61,778	79.6	%	59,548	79.0	%
Continuing LLC Owner	15,787	20.4	%	15,787	21.0	%
Total	77,565	100.0	%	75,335	100.0	%