0001628280-23-010151 | 10-K | XBRL Viewer

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Cover Page - USD ($) $ in Millions	12 Months Ended
Cover Page - USD ($) $ in Millions	Dec. 31, 2022	Mar. 16, 2023	Jul. 02, 2022
Document Information [Line Items]
Document Type	10-K
Document Annual Report	true
Document Period End Date	Dec. 31, 2022
Current Fiscal Year End Date	--12-31
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 Well-known Seasoned Issuer	No
Entity Voluntary Filers	No
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Small Business	false
Entity Emerging Growth Company	true
Entity Ex Transition Period	true
ICFR Auditor Attestation Flag	false
Entity Shell Company	false
Entity Public Float			$ 205.6
Documents Incorporated by Reference	Certain of the information required to be furnished pursuant to Part III of this Annual Report on Form 10-K will be set forth in, and incorporated by reference from, the registrant’s definitive proxy statement for the 2023 annual meeting of stockholders which will be filed with the Securities and Exchange Commission no later than 120 days after the end of the fiscal year ended December 31, 2022.
Amendment Flag	false
Entity Central Index Key	0001665988
Document Fiscal Year Focus	2022
Document Fiscal Period Focus	FY
Entity Filer Category	Accelerated Filer
Common Class A
Document Information [Line Items]
Entity Common Stock, Shares Outstanding (in shares)		62,267,016
Common Class B
Document Information [Line Items]
Entity Common Stock, Shares Outstanding (in shares)		15,786,737

Audit Information	12 Months Ended
Audit Information	Dec. 31, 2022
Audit Information [Abstract]
Auditor Name	GRANT THORNTON LLP
Auditor Location	Raleigh, North Carolina
Auditor Firm ID	248

Consolidated Statements of Operations and Comprehensive (Loss) Income - USD ($)

12 Months Ended

Dec. 31, 2022

Dec. 31, 2021

Dec. 31, 2020

Income Statement [Abstract]

Net sales

$ 512,117,000

$ 430,898,000

$ 321,161,000

Cost of sales (including depreciation and amortization of $45,622, $26,471 and $21,169 respectively)

181,037,000

128,192,000

87,642,000

Gross profit

331,080,000

302,706,000

233,519,000

Selling, general and administrative expense

332,606,000

254,253,000

193,078,000

Research and development expense

25,941,000

19,039,000

11,202,000

Restructuring costs

6,779,000

2,487,000

563,000

Change in fair value of contingent consideration

6,452,000

829,000

Depreciation and amortization

21,153,000

8,363,000

7,439,000

Impairment of goodwill

189,197,000

Impairment of variable interest entity assets

5,674,000

Operating (loss) income

(251,048,000)

12,061,000

21,237,000

Interest expense, net

25,795,000

1,112,000

9,751,000

Other (income) expense

(12,944,000)

3,329,000

(4,428,000)

Other expense

12,851,000

4,441,000

5,323,000

(Loss) income before income taxes

(263,899,000)

7,620,000

15,914,000

Income tax (benefit) expense, net

(50,508,000)

(1,966,000)

1,192,000

Net (loss) income

(213,391,000)

9,586,000

14,722,000

Loss attributable to noncontrolling interest

54,687,000

9,789,000

1,689,000

Net (loss) income attributable to Bioventus Inc.

(158,704,000)

19,375,000

16,411,000

Change in prior service cost and unrecognized gain (loss) for defined benefit plan adjustment

133,000

60,000

(54,000)

Change in foreign currency translation adjustments

(501,000)

(1,318,000)

2,126,000

Comprehensive (loss) income

(213,759,000)

8,328,000

16,794,000

Comprehensive loss attributable to noncontrolling interest

54,766,000

9,789,000

1,689,000

Comprehensive (loss) income attributable to Bioventus Inc.

$ (158,993,000)

$ 18,117,000

$ 18,483,000

Loss per share of Class A common stock

Basic (in dollars per share)

^[1]

$ (2.59)

$ (0.15)

Diluted (in dollars per share)

^[1]

$ (2.59)

$ (0.15)

Weighted-average shares of Class A common stock outstanding

Basic (in shares)

^[1]

61,389,107

45,472,483

Diluted (in shares)

^[1]

61,389,107

45,472,483

[1]

(1) Per share information for the year ended December 31, 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 December 31, 2021, the period following Bioventus Inc.'s initial public offering and related transactions described in Note 1. Organization and Note 9. Earnings per share within the Notes to the Consolidated Financial Statements.

Consolidated Statements of Operations and Comprehensive (Loss) Income (Parenthetical) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Income Statement [Abstract]
Depreciation and amortization	$ 45,622	$ 26,471	$ 21,169

Consolidated Balance Sheets - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Current assets:
Cash and cash equivalents	$ 31,814	$ 43,933
Restricted cash	23	5,280
Accounts receivable, net	136,645	124,963
Inventory	85,408	61,688
Prepaid and other current assets	18,685	27,239
Total current assets	272,575	263,103
Restricted cash, less current portion	0	50,000
Property and equipment, net	27,647	22,985
Goodwill	13,759	147,623
Intangible assets, net	1,038,724	695,193
Operating lease assets	17,308	17,186
Deferred tax assets	0	481
Investment and other assets	2,636	29,291
Total assets	1,372,649	1,225,862
Current liabilities:
Accounts payable	37,549	16,915
Accrued liabilities	111,954	131,473
Accrued equity-based compensation	0	10,875
Current portion of long-term debt	33,056	18,038
Current portion of deferred consideration	117,615	0
Other current liabilities	3,843	3,558
Total current liabilities	304,017	180,859
Long-term debt, less current portion	385,010	339,644
Deferred income taxes	154,001	133,518
Deferred consideration, less current portion	79,269	0
Contingent consideration	84,682	16,329
Other long-term liabilities	25,338	21,723
Total liabilities	1,032,317	692,073
Commitments and contingencies
Stockholders’ Equity:
Additional paid-in capital	481,919	465,272
Accumulated deficit	(165,306)	(6,602)
Accumulated other comprehensive (loss) income	(110)	179
Total stockholders’ equity attributable to Bioventus Inc.	316,581	458,924
Noncontrolling interest	23,751	74,865
Total stockholders’ equity	340,332	533,789
Total liabilities and stockholders’ equity	1,372,649	1,225,862
Common Class A
Stockholders’ Equity:
Common stock, value	62	59
Common Class B
Stockholders’ Equity:
Common stock, value	$ 16	$ 16

Consolidated Balance Sheets (Parenthetical) - $ / shares	Dec. 31, 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)	62,063,014	59,548,504
Common stock, shares issued (in shares)	62,063,014	59,548,504
Common Class B
Common stock, par value (in dollars per share)	$ 0.001	$ 0.001
Common stock, shares authorized (in shares)	50,000,000	50,000,000
Common stock, shares outstanding (in shares)	15,786,737	15,786,737
Common stock, shares issued (in shares)	15,786,737	15,786,737

Consolidated Statements of Changes in Stockholders’ and Members’ Equity - USD ($) $ in Thousands	Total	Public Offering	Common Class A	Common Class B	Members’ Equity	Common Stock Common Class A	Common Stock Common Class A Public Offering	Common Stock Common Class B	Additional Paid-in Capital	Additional Paid-in Capital Public Offering	Accumulated other comprehensive (loss) income	Accumulated Deficit	Non- controlling Interest
Members' equity, beginning balance at Dec. 31, 2019					$ 145,617
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income (loss)	$ 14,722				14,722
Equity based compensation					26
Distribution to members					(19,250)
Debt conversion					973
Other comprehensive income (loss)					2,072
Members' equity, ending balance at Dec. 31, 2020	144,160				144,160
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income (loss)	9,586
Members' equity, ending balance at Dec. 31, 2021					$ 0
Ending balance (in shares) at Dec. 31, 2021			59,548,504	15,786,737		59,548,504		15,786,737
Ending 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)							2,514,510
Issuance of Class A common stock for equity plans		$ 5,822					$ 3			$ 5,819
Net income (loss)	(213,391)											(158,704)	(54,687)
Tax withholdings on equity compensation awards	(3,352)								(3,352)
Deconsolidation of noncontrolling interest	247												247
Equity based compensation	17,585								14,180				3,405
Other comprehensive income (loss)	(368)										(289)		(79)
Ending balance (in shares) at Dec. 31, 2022			62,063,014	15,786,737		62,063,014		15,786,737
Ending balance at Dec. 31, 2022	$ 340,332					$ 62		$ 16	$ 481,919		$ (110)	$ (165,306)	$ 23,751

Consolidated Statements of Cash Flows - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Operating activities:
Net (loss) income	$ (213,391)	$ 9,586	$ 14,722
Adjustments to reconcile net (loss) income to net cash from operating activities:
Depreciation and amortization	66,803	34,875	28,643
Provision for expected credit losses	5,190	485	1,215
Equity-based compensation from 2021 Stock Incentive Plan	17,585	19,844	0
Profits interest plan, liability-classified and other equity awards compensation	0	(24,356)	10,103
Change in fair value of contingent consideration	6,452	829	0
Change in fair value of interest rate swap	(6,396)	(2,730)	1,599
Deferred income taxes	(52,792)	(9,756)	644
Change in fair value of Equity Participation Rights	0	(2,774)	0
Impairment of goodwill and asset impairment charges	199,482	0	0
Impairments related to variable interest entity	0	7,043	0
Loss on debt retirement and modification	0	2,162	0
Revaluation gain on previously held equity interest in CartiHeal	(23,709)	0	(511)
Unrealized loss (gain) on foreign currency fluctuations	1,383	472	(490)
Other, net	388	588	966
Changes in operating assets and liabilities:
Accounts receivable	(18,022)	(20,052)	(3,941)
Inventories	(18,618)	3,183	(528)
Accounts payable and accrued expenses	10,913	18,211	20,510
Other current and noncurrent assets and liabilities	11,195	(14,619)	(733)
Net cash from operating activities - continuing operations	(13,537)	22,991	72,199
Net cash from operating activities - discontinued operations	0	0	(400)
Net cash from operating activities	(13,537)	22,991	71,799
Investing activities:
Acquisitions, net of cash acquired	(104,841)	(262,870)	0
Purchase of property and equipment	(10,042)	(7,370)	(16,579)
Investments and acquisition of distribution rights	(1,478)	(13,520)	(4,093)
Other	(75)	0	0
Net cash from investing activities - continuing operations	(116,436)	(283,760)	(20,672)
Net cash from investing activities - discontinued operations	0	0	172
Net cash from investing activities	(116,436)	(283,760)	(20,500)
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	0
Proceeds from issuance of Class A and B common stock	5,822	1,633	0
Registration fees for Class A common stock to purchase Misonix	0	(1,838)	0
Tax withholdings on equity-based compensation	(3,352)	0	0
Borrowing on revolver	25,000	20,000	49,000
Payment on revolver	(25,000)	(20,000)	(49,000)
Proceeds from the issuance of long-term debt, net of issuance costs	79,659	257,453	0
Payments on long-term debt	(20,038)	(91,250)	(10,000)
Distributions to members	0	(367)	(19,886)
Other, net	(15)	(37)	317
Net cash from financing activities	62,076	273,371	(29,569)
Effect of exchange rate changes on cash	521	(228)	589
Net change in cash, cash equivalents and restricted cash	(67,376)	12,374	22,319
Cash, cash equivalents and restricted cash at the beginning of the period	99,213	86,839	64,520
Cash, cash equivalents and restricted cash at the end of the period	31,837	99,213	86,839
Supplemental disclosure of noncash investing and financing activities
Accrued liabilities for distribution rights	0	0	1,000
Accrued member distributions	0	3,181	31
Debt conversion	0	0	973
Accounts payable for purchase of property, plant and equipment	$ 419	$ 695	$ 336

Organization	12 Months Ended
Organization	Dec. 31, 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 1,120 employees at December 31, 2022. 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 8. 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 8. 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 ended 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. Consolidation The consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”). The consolidated financial statements include the Company, its subsidiaries and investments in which the Company has control. Amounts pertaining to the non-controlling ownership interests held by third-parties in the operating results and financial position of the Company’s controlled subsidiaries are reported as non-controlling interests. All intercompany balances and transactions have been eliminated in consolidation. Reclassifications Certain prior period amounts have been reclassified to conform to the current period presentation. These changes had no effect on previously reported total revenues, net (loss) income, other comprehensive (loss) income, members’ equity or cash flows. Unless otherwise noted, all financial information in the consolidated financial statement footnotes reflects the Company’s results from continuing operations. Segment reporting The Company identifies a business as an operating segment if: (i) it engages in business activities from which it may earn revenues and incur expenses; (ii) its operating results are regularly reviewed by the Chief Operating Decision Maker (CODM), to make decisions about resources to be allocated to the segment and assess its performance; and (iii) it has available discrete financial information. The Company’s CODM is its Chief Executive Officer. The CODM reviews financial information at the operating segment level to allocate resources and to assess the operating results and financial performance for each operating segment. The Company’s two reportable segments are U.S. and International. U.S. and International products are primarily sold to physicians spanning the orthopedic continuum, including sports medicine, total joint reconstruction, hand and upper extremities, foot and ankle, podiatric surgery, trauma, spine and neurosurgery, as well as directly to their patients. Refer to Note 13. Revenue recognition and Note 14. Segments for further information regarding the Company’s business segments. Use of estimates The preparation of financial statements in accordance with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and the disclosure of contingent assets and liabilities, at the date of the financial statements, as well as the reported amounts of revenues and expenses during the period. On an ongoing basis, management evaluates these estimates, including those related to contractual allowances and sales incentives, allowance for credit losses, inventory reserves, goodwill and intangible assets impairment, valuation of assets and liabilities assumed in acquisitions, useful lives of long lived assets, noncontrolling interest, fair value measurements, litigation and contingent liabilities, income taxes, and equity-based compensation. Management bases its estimates on historical experience, future expectations and other relevant assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from those estimates. COVID-19 On March 27, 2020, the Coronavirus Aid, Relief and Economic Security Act (“CARES Act”) was signed into law, which was aimed at providing emergency assistance and health care for individuals, families, and businesses affected by the COVID-19 pandemic and generally supporting the U.S. economy. The CARES Act, among other things, included provisions relating to refundable payroll tax credits, deferment of employer social security payments, NOL carryback periods, alternative minimum tax credit refunds, and modifications to the net interest deduction limitations. The CARES Act allowed the Company to defer employer social security payroll tax payments from May 2020 through December 31, 2020 totaling $1,889. The Company repaid $1,440 in both December 2022 and 2021, including payments on deferred payroll tax balances acquired in business combinations. As a result of the CARES Act and at the direction of the U.S. Department of Health and Human Services (HHS), the Company received $4,101 in Provider Relief Fund Payments in 2020. The Company determined it complied with the conditions to be able to keep and use the funds to reimburse for health care related expenses and lost revenue attributable to the public health emergency resulting from COVID-19. The payments were recorded as other income on the consolidated statement of operations and comprehensive (loss) income for the year ended December 31, 2020. Going Concern The accompanying consolidated financial statements have been prepared under the going concern basis of accounting, which presumes that the Company’s liquidation is not imminent; however, certain conditions and events raise substantial doubt about the Company’s ability to continue as a going concern. As of December 31, 2022, the Company was not in compliance with the maximum debt leverage requirement that was then applicable under the Credit and Guaranty Agreement, dated December 6, 2019 (as amended on October 29, 2021, July 11, 2022 and March 31, 2023, the “Amended 2019 Credit Agreement”). On March 31, 2023, the Company entered into an amendment to the Amended 2019 Credit Agreement to modify certain financial covenants and to avoid an event of default by waiving the noncompliance at December 31, 2022. For additional information regarding this amendment, see Note 5. Financial Instruments below. Although management has concluded that there is substantial doubt regarding the Company’s ability to continue as a going concern, this conclusion is based on analysis under applicable accounting principles. If the Company’s current operating projections are met, the Company believes that it should be able to meet its obligations as they come due within the twelve month period after the date the financial statements contained herein are issued. However, the Company has based this estimate on assumptions of revenues and operating costs that may prove to be wrong. Moreover, given the risks associated with employee turnover and retention of key talent, and the previously disclosed material weaknesses in internal controls over financial reporting, there is substantial risk that the Company might not meet its projections. If the Company does not meet its projections, there is substantial risk that the Company may not be able to meet its obligations as they come due within the twelve month period after the date the financial statements were issued. It is therefore probable that there is substantial doubt about the Company’s ability to continue as a going concern despite recent covenant relief from its lenders. In light of this, the Company is continuing to actively pursue plans to mitigate these conditions and events, including seeking covenant waivers or amendments from lenders, and other potential actions such as implementing various cost cutting measures and exploring divestiture opportunities for non-core assets; however, there can be no assurances that it is probable these measures 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. However, if mitigating steps are not taken or are not successful, the Company is at substantial risk of failing its covenants in the second quarter of 2024. A breach of a financial covenant under the Amended 2019 Credit Agreement could accelerate repayment of our obligations under the agreement. Refer to Note 5. Financial instruments for further discussion concerning the Company’s long-term debt obligations. As part of efforts to improve its financial condition, on February 27, 2023, the Company reached an agreement to return the assets and liabilities of CartiHeal (2009) Ltd. (“CartiHeal”), a wholly-owned subsidiary of the Company, to its former securityholders. The deconsolidation of CartiHeal relieved deferred consideration liabilities and milestone obligations related to the acquisition of CartiHeal. Refer to Note 4. Acquisitions and investments and Note 15. Subsequent events for further information regarding the acquisition and subsequent deconsolidation of CartiHeal. In addition, the Company announced a restructuring plan in December 2022 to align the Company’s organizational and management cost structure to improve profitability and cash flow. Refer to Item 8. Financial Statements and Supplementary Data—Notes to the Consolidated Financial Statements—Note 10. Restructuring costs for further information.

Significant accounting policies

12 Months Ended

Dec. 31, 2022

Accounting Policies [Abstract]

Significant accounting policies

Recent accounting pronouncements

The Company is an accelerated public company filer. Therefore, required effective dates for adopting new or revised accounting standards are generally earlier than when emerging growth companies are required to adopt.

Variable Interest Entity

The Company reviews each investment and collaboration agreement to determine if it has a variable interest in the entity. In assessing whether the Company has a variable interest in the entity as a whole, the Company considers and makes judgments regarding the purpose and design of entity, the value of the licensed assets to the entity, the value of the entity’s total assets and the significant activities of the entity. If the Company has a variable interest in the entity as a whole, the Company assesses whether or not the Company is a primary beneficiary of that variable interest entity (“VIE”), based on a number of factors, including: (i) which party has the power to direct the activities that most significantly affect the VIE’s economic performance, (ii) the parties’ contractual rights and responsibilities pursuant to the collaboration agreement, and (iii) which party has the obligation to absorb losses of or the right to receive benefits from the VIE that could be significant to the VIE. If the Company determines that it is the primary beneficiary of a VIE at the onset of the collaboration, the collaboration is treated as a business combination and the Company consolidates the financial statement of the VIE into the Company’s consolidated financial statements. On a quarterly basis, the Company evaluates whether it continues to be the primary beneficiary of the consolidated VIE. If the Company determines that it is no longer the primary beneficiary of a consolidated VIE, it deconsolidates the VIE in the period the determination is made.

Assets and liabilities recorded as a result of consolidating financial results of the VIE into the Company’s consolidated balance sheet do not represent additional assets that could be used to satisfy claims against the Company’s general assets or liabilities for which creditors have recourse to the Company’s general assets.

Noncontrolling Interest

The Company records noncontrolling interest on its consolidated balance sheet related to the economic interest in BV LLC held by the only continuing BV LLC owner as well as consolidated VIEs. The Company records loss attributable to noncontrolling interest on its consolidated statements of operations, which reflects the net loss for the reporting period, adjusted for changes in the noncontrolling interest holders claim to net assets, including contingent milestone and royalty payments, which are evaluated each reporting period.

Deconsolidation and discontinued operations

Upon the occurrence of certain events and on a regular basis, the Company evaluates whether it no longer has a controlling interest in its subsidiaries, including consolidated VIEs. If the Company determines it no longer has a controlling interest, the subsidiary is deconsolidated. The Company records a gain or loss on deconsolidation based on the difference on the deconsolidation date between (i) the aggregate of (a) the fair value of any consideration received, (b) the fair value of any retained noncontrolling investment in the former subsidiary and (c) the carrying amount of any noncontrolling interest in the subsidiary being deconsolidated, less (ii) the carrying amount of the former subsidiary’s assets and liabilities.

The Company assesses whether a deconsolidation is required to be presented as discontinued operations in its consolidated financial statements on the deconsolidation date. This assessment is based on if the deconsolidation represents a strategic shift that has or will have a major effect on the Company’s operations or financial results. If the Company determines that a deconsolidation requires presentation as a discontinued operation on the deconsolidation date, it will present the former subsidiary as a discontinued operation for all periods presented.

Effect of foreign currency

The assets and liabilities of foreign subsidiaries whose functional currency is the local currency are translated into U.S. dollars at rates of exchange in effect at the close of their month end. Equity accounts are translated at their historical rates. Revenues and expenses are translated at the exchange rate on the transaction date. Translation gains and losses are accumulated within accumulated other comprehensive (loss) income as a separate component of equity.

Foreign currency transaction gains and losses are included in other expense on the consolidated statements of operations and other comprehensive (loss) income. There were losses of $250 and $132 for the years ended December 31, 2022 and December 31, 2021, respectively, and gains of $117 for the year ended December 31, 2020.

Comprehensive (Loss) Income

Comprehensive (loss) income consists of two components: net (loss) income and other comprehensive (loss) income, which refers to gains and losses that are recorded under U.S. GAAP as an element of stockholders’ equity and are excluded from net (loss) income. The Company’s other comprehensive (loss) income consists of a defined benefit plan adjustment and foreign currency translation adjustments from those subsidiaries not using the U.S. dollar as their functional currency.

Cash, cash equivalents and restricted cash

Cash equivalents consist of highly liquid investments with an original maturity of three months or less at date of purchase. The Company’s cash is primarily held in financial institutions in the United States and the Netherlands. The Company maintains cash balances in the United States in excess of the federally insured limits. Restricted cash is cash the Company holds for specific reasons and is not available for immediate business use.

Derivatives

The Company has historically used derivative instruments to manage exposures to interest rates. Derivatives are recorded on the balance sheet at fair value at each balance sheet date and the Company does not designate whether the derivative instrument is an effective hedge. Changes in the fair values of derivative instruments are recognized in the consolidated statements of operations and comprehensive (loss) income. The Company had entered, and may in the future enter, into derivative contracts related to its debt. Refer to Note 5. Financial instruments for further details regarding the Company’s derivatives.

Fair value

The Company records certain assets and liabilities at fair value. Refer to Note 6. Fair value measurements for details regarding assets and liabilities measured at fair value. Fair value is defined as the price that would be received from selling an asset or paid to transfer a liability in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants at the measurement date. A three-level fair value hierarchy that prioritizes the inputs used to measure fair value is described below. This hierarchy requires entities to maximize the use of observable inputs and minimize the use of unobservable inputs. Assets and liabilities are categorized based on the lowest level that is significant to the valuation.

The three levels of inputs used to measure fair value are as follows:

•Level 1—Quoted prices in active markets for identical assets or liabilities;

•Level 2—Observable inputs other than quoted prices included within Level 1, such as quoted prices for similar assets and liabilities in active markets; quoted prices for identical or similar assets and liabilities in markets that are not active; or other inputs that are observable or can be corroborated by observable market data; and

•Level 3—Unobservable inputs that are supported by little or no market data. This includes certain pricing models, discounted cash flow methodologies and similar techniques that use significant unobservable inputs.

Revenue recognition

Sale of Products

The Company derives revenue primarily from product sales in its (i) Pain Treatments portfolio, which includes osteoarthritic (OA) joint pain treatments, which are hyaluronic acid (“HA”), viscosupplementation therapies and peripheral nerve stimulation products (ii) Surgical Solutions portfolio, which includes bone graft substitutes, tissue resection, ultrasonic bone cutting and sculpting systems and other surgical products, and (iii) Restorative Therapies portfolio, which includes minimally invasive fracture treatments, rehabilitation and wound products. The Company sells product directly to healthcare institutions, patients, distributors and dealers. The Company also enters arrangements with pharmacy and health benefit managers that provide for privately negotiated rebates, chargebacks and discounts with respect to the purchase of the Company’s products.

The Company recognizes revenue generally at a point in time upon transfer of control of the promised product to customers in an amount that reflects the consideration it expects to receive in exchange for those products. The Company excludes taxes collected from customers and remitted to governmental authorities from revenues.

Revenues are recorded at the transaction price, which is determined as the contracted price net of estimates of variable consideration resulting from discounts, rebates, returns, chargebacks, contractual allowances, estimated third-party payer settlements, and certain distribution and administration fees offered in customer contracts and other indirect customer contracts relating to the sale of products. The Company establishes reserves for the estimated variable consideration based on the amounts earned or eligible for claim on the related sales. Where appropriate, these estimates take into consideration a range of possible outcomes, which are probability-weighted for relevant factors such as the Company’s historical experience, current contractual requirements, specific known market events and trends, industry data and forecasted customer buying and payment patterns. The amount of variable consideration is included in the transaction price only to the extent that it is probable that a significant reversal in the amount of the cumulative revenue recognized will not occur in a future period. The Company regularly reviews all reserves and updates them at the end of each reporting period as needed. There were no significant adjustments arising from the change in estimates of variable consideration for the years ended December 31, 2022, 2021 and 2020.

Pain Treatments

Revenue from customers, such as healthcare providers, distribution centers or specialty pharmacies is recognized at the point in time when control is transferred to the customer, typically upon shipment.

Distributor chargebacks

The Company has preexisting contracts with established rates with many of the distributors’ customers that require the distributors to sell products at their established rate. The Company offers chargebacks to distributors who supply these customers with products. The Company reduces revenue at the time of sale for the estimated future chargebacks. The Company records chargeback reserves as a reduction of accounts receivable and bases the reserves on the expected value by using probability-weighted estimates of volume of purchases, inventory holdings and historical chargebacks requested for each distributor.

Discounts and gross-to-net deductions

The Company offers retrospective discounts and gross-to-net deductions linked to the volume of purchases which may increase at negotiated thresholds within a contract-buying period. The Company reduces revenue and records the reserve as a reduction to accounts receivable for the estimated discount and rebate at the expected amount the customer will earn, based on historical buying trends and forecasted purchases.

Surgical Solutions

Most of the Company’s product sales related to bone graft substitutes are through consignment inventory with hospitals, where ownership remains with the Company until the hospital or ambulatory surgical center (“ASC”) performs a surgery and consumes the consigned inventory. The Company recognizes revenue when the surgery has been performed. Control of the product is not transferred until the customer consumes it, as the Company is able to require the return or transfer of the product to a third-party prior to the products use. An unconditional obligation to pay for the product does not exist until the customer uses it.

The Company consistently recognizes revenue from sales of its ultrasonic products acquired through the Misonix acquisition in accordance with shipping terms. Control is transferred to the customer when the product is shipped or received, and revenue is recognized accordingly.

Restorative Therapies

The Company recognizes revenue from third-party payers, such as governmental agencies, insurance companies or managed care providers, when the Company transfers control to the patient, typically when the patient has accepted the product or upon delivery. The Company records this revenue at the contracted rate, net of contractual allowances and estimated third-party payer settlements at the time of sale, or an estimated price based on historical data and other available information for non-contracted payers. The Company estimates the contractual allowances using the portfolio approach and based on probability weighting historical data and collections history within those portfolios. The portfolios determined using the portfolio approach consist of the following customer groups: government payers, commercial payers, and patients.

Settlements with third-party payers for retroactive revenue adjustments due to audits, reviews or investigations are considered variable consideration and are included in the determination of the estimated transaction price using the expected amount method. These settlements are estimated based on the terms of the payment agreement with the payer, correspondence from the payer and historical settlement activity, including an assessment to ensure that it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur when the uncertainty associated with the retroactive adjustment is subsequently resolved. Estimated settlements are adjusted in future periods as adjustments become known (that is, new information becomes available), or as years are settled or are no longer subject to such audits, reviews and investigations. The Company is not aware of any claims, disputes or unsettled matters with any payer that would materially affect revenues for which the Company has not adequately provided for or disclosed in the accompanying consolidated financial statements. Refer to Note 12. Commitments and contingencies for further information.

The Company recognizes revenue from patients (self-pay and insured patients with coinsurance and deductible responsibilities) based on billed amounts giving effect to any discounts and implicit price concessions. Implicit price concessions represent differences between amounts billed and the amounts the Company expects to collect from patients, which considers historical collection experience and current market conditions. The Company recognizes revenue from other restorative therapies products generally at the point in time when control is transferred to the customer, either upon shipment or reaching the destination, depending on the product.

Product returns

The Company estimates the amount of returns and reduces revenue in the period the related product revenue is recognized. The Company records a liability for expected returns based on probability-weighted historical data.

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. The Company maintains an estimated allowance for credit losses to provide for receivables the Company does not expect to collect. The Company bases the allowance on an assessment of customer creditworthiness, historical payment experience, the age of outstanding receivables and other information as applicable. 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.

Contract assets

Contract assets consist of unbilled amounts resulting from estimated future royalties from an international distributor that exceeds the amount billed. Contract assets totaling $267 and $82 as of December 31, 2022 and 2021, respectively, are included in prepaid and other current assets on the consolidated balance sheets.

Contract liabilities

Contract liabilities consist of customer advance payments or deposits and deferred revenue. Occasionally for certain international customers, the Company requires payments in advance of shipping product and recognizing revenue resulting in contract liabilities. Contract liabilities were $2,895 and $2,399 as of December 31, 2022 and 2021, respectively, and are included in accrued liabilities on the consolidated balance sheets.

Shipping and handling

The Company classifies amounts billed for shipping and handling as a component of net sales. The related shipping and handling fees and costs as well as other distribution costs are included in cost of sales. The Company has elected to recognize shipping and handling activities that occur after control of the related product transfers to the customer as fulfillment costs and are included in cost of sales.

Contract costs

The Company applies the practical expedient of recognizing the incremental costs of obtaining contracts as an expense when incurred as the amortization period of the assets that the Company otherwise would have recognized is one year or less. These incremental costs include the Company’s sales incentive programs for the internal sales force and third-party sales agents as the compensation is commensurate with annual sales activities. These costs are included in selling, general and administrative expense on the consolidated statements of operations and comprehensive (loss) income.

Inventory

The Company values its inventory at the lower of cost or net realizable value and adjusts for the value of inventory that is estimated to be excess, obsolete or otherwise unmarketable. Cost is determined using the first-in, first-out method. Elements of cost in inventory include raw materials, direct labor, manufacturing overhead and inbound freight. The Company records allowances for excess and obsolete inventory based on historical and estimated future demand and market conditions. Inventory items used for demonstration purposes, rentals and consigned generators are classified as property and equipment.

Business combinations

Accounting for acquisitions requires the Company to recognize separately from goodwill assets acquired and the liabilities assumed at their acquisition date fair values. Goodwill as of the acquisition date is measured as the excess of consideration transferred over the net of the acquisition date fair values of the assets acquired and the liabilities assumed. While best estimates and assumptions are used to accurately value assets acquired and liabilities assumed at the acquisition date, as well as contingent consideration where applicable, estimates are inherently uncertain and subject to refinement. During the measurement period, which may be up to one year from the acquisition date, the Company may record adjustments to the assets acquired and liabilities assumed with a corresponding offset to goodwill. Upon the conclusion of the measurement period or final determination of the values of assets acquired or liabilities assumed, whichever comes first, any subsequent adjustments are recorded within the consolidated statements of operations and comprehensive (loss) income. Subsequent changes in the estimated fair value of contingent consideration are recognized in earnings in the period of change.

Long-lived assets

The carrying values of property, equipment, intangible assets as well as other long-lived and indefinite lived assets are reviewed for recoverability if the facts and circumstances suggest that a potential impairment may have occurred. If this review indicates that carrying values may not be recoverable, the Company will perform an assessment to determine if an impairment charge is required to reduce carrying values to estimated fair value. If quoted market prices are not available, the Company estimates fair value using an undiscounted value of estimated future cash flows. Upon retirement or sale of property and equipment, the cost of assets disposed of and the related accumulated depreciation and amortization are removed from the accounts, and any resulting gain or loss is included in income from operations. During the year ended December 31, 2021, the Company recognized an impairment of $5,674 on long lived assets related to a VIE of which $5,176 is attributable to the non-controlling interests, refer to Note 4. Acquisitions and investments for further information. Except for the impairment related to the VIE, there were no other events, facts or circumstances for the years ended December 31, 2022, 2021 and 2020 that resulted in any impairment charges to the Company’s property, equipment, intangible or other long-lived assets.

Property and equipment

Property and equipment are stated at cost less accumulated depreciation and amortization. Depreciation and amortization expense are recognized using the straight-line method over the estimated useful life of each asset, or the shorter of the lease term or useful life if related to leasehold improvements. Depreciation of generators used with certain surgical solutions are consigned to customers and depreciation is charged to selling expenses. The useful lives in years are as follows:


Computer software and hardware			3 - 5
Demonstration and consignment inventory			5
Furniture and fixtures			3 - 7
Leasehold improvements			3 - 7
Machinery and equipment			3 - 7

Intangible assets

Finite-lived intangible assets were initially recorded at fair value upon acquisition and are amortized using the straight-line method over their estimated useful lives in years are as follows:


			Weighted Average Useful Life
Intellectual property			18.1
Distribution rights			11.3
Customer relationships			12.0
Developed technology			9.7

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. The Company performs its annual goodwill impairment test on October 31. If the fair value of the reporting unit is less than its carrying value, the Company will recognize the difference as an impairment loss, which is limited to the amount of goodwill allocated to the reporting units. There were no goodwill impairment charges for the years ended December 31, 2021 and 2020.

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 third quarter balance sheet date. The Company concluded that the carrying value of the U.S. reporting unit exceeded its fair value. The Company recorded a non-cash goodwill impairment charge within the U.S. reporting unit for the year ended December 31, 2022. The impairment was recorded within impairment of goodwill on the consolidated statements of operations and comprehensive (loss) income. Refer to Note 3. Balance sheet information for further details.

Software development costs

The Company capitalizes internal and external costs incurred to develop internal-use software during the application development stage for software design, configuration, coding and testing upon placing the asset in service and then amortizes these costs on a straight-line basis over the estimated useful life of the product, not to exceed three years. The Company does not capitalize costs that are precluded from capitalization in authoritative guidance, such as preliminary project phase costs, training costs or data conversion costs. Capitalized software costs totaled $31,041 and $20,706 as of December 31, 2022 and 2021 and the related accumulated amortization totaled $20,997 and $15,491, respectively. Amortization expense was $4,449, $2,227 and $1,184 for the years ended December 31, 2022, 2021 and 2020, respectively.

Acquired in-process research and development

The fair value of in-process research and development (“IPR&D”) assets acquired in a business combination are capitalized and accounted for as indefinite-lived intangible assets and are not amortized until development is completed and the product is available for sale. Once the product is available for sale, the asset is transferred to developed technology and amortized over its estimated useful life. Impairment tests for IPR&D assets occur at least annually in December, or more frequently if events or changes in circumstances indicate that the asset might be impaired. If the fair value of the intangible assets is less than the carrying amount, an impairment loss is recognized for the difference.

Equity method investments

Investments in which the Company can exercise significant influence, but does not control, are recorded under the equity method of accounting and are included in investments and other assets on the consolidated balance sheets. The Company’s share of net earnings or losses is included in other (income) expense within the consolidated statements of operations and comprehensive (loss) income on a quarter lag. The Company evaluates investments for impairment whenever events or changes in circumstances indicate that the carrying amounts of such investments may be impaired. Impairment losses are recorded within earnings within the current period.

Concentration of risk

The Company provides credit, in the normal course of business, to its customers. The Company does not require collateral or other securities to support customer receivables. Credit losses are provided for through allowances and have historically been materially within management’s estimates.

Certain suppliers provide the Company with product that results in a significant percentage of total sales for the years ended December 31 as follows:


	2022		2021		2020
Supplier A	25	%	27	%	26	%
Supplier B	15	%	15	%	15	%
Supplier C	10	%	15	%	17	%
Supplier D	7	%	8	%	10	%

Accounts payable to these significant suppliers at December 31 were as follows:


	2022		2021
Supplier A	$	8,583	$	4,928
Supplier B	$	555	$	200
Supplier C	$	2,673	$	633
Supplier D	$	1,473	$	1,476

Certain products provide the Company with a significant percentage of total sales for the years ended December 31 as follows:


	2022		2021		2020
Product A	25	%	27	%	26	%
Product B	14	%	20	%	27	%
Product C	15	%	15	%	15	%
Product D	10	%	15	%	17	%
Product E	7	%	8	%	10	%

Restructuring costs

The Company has restructured portions of its operations and future restructuring activities are possible. Identifying and calculating the cost to exit these operations requires certain assumptions to be made, the most significant of which are anticipated future liabilities. Although estimates have been reasonably accurate in the past, significant judgment is required, and these estimates and assumptions may change as additional information becomes available and facts or circumstances change. Restructuring costs are recorded at estimated fair value. Key assumptions in determining the restructuring costs include negotiated terms and payments to terminate contractual obligations.

Equity-based compensation

The Company measures compensation cost for all share-based payments at fair value and recognizes this cost as compensation expense over the vesting period. The Company uses the Black-Scholes method to value options and the market price on the date of grant to value restricted stock. The Company utilizes the straight-line amortization method to recognize the expense associated with the awards with graded vesting terms. Compensation expense is included in selling, general and administrative expense and Research and development expense on the consolidated statement of operations and comprehensive (loss) income based upon the classification of the employees who were granted the awards.

Advertising costs

Advertising costs include costs incurred to promote the Company’s business and are expensed as incurred and recorded as selling, general and administrative expense within the consolidated statement of operations and comprehensive (loss) income. Advertising costs were $5,203, $3,873 and $2,769 for the years ended December 31, 2022, 2021 and 2020, respectively.

Research and development expense

Research and development expense consist primarily of employee compensation and related expenses as well as contract research organization services. Internal research and development costs are expensed as incurred. Research and development costs incurred by third-parties are expensed as the contracted work is performed.

Collaborative agreements

The Company periodically enters into strategic alliance agreements with counterparties to produce products and/or provide services to customers. Alliances created by such agreements are not legal entities, have no employees, no assets and have no true operations. These arrangements create contractual rights and the Company accounts for these alliances as a collaborative arrangement by reporting costs incurred from transactions within research and development expense within the consolidated statements of operations.

Contingencies

The Company records a liability in the consolidated financial statements on an undiscounted basis for loss contingencies when a loss is known or considered probable and the amount may be reasonably estimated. If the reasonable estimate of known or probable loss is a range, and no amount within the range is a better estimate than any other, the minimum amount of the range is accrued. If a loss is reasonably possible but not known or probable, and may be reasonably estimated, the estimated loss or range of loss is disclosed. Legal fees expected to be incurred in connection with a loss contingency are not included in the estimated loss contingency. The Company accrues for any legal costs as they are incurred.

Income taxes

The Company accounts for income taxes using the asset and liability method, under which deferred tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between the financial reporting and income tax basis of assets and liabilities, and for operating losses and credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates in effect for the years in which those items are expected to be realized. Tax law and rate changes are recorded in the period such changes are enacted. The Company establishes a valuation allowance when it is more likely than not that certain deferred tax assets will not be realized in the foreseeable future.

The Company recognizes a tax benefit from any uncertain tax positions only if they are more likely than not to be sustained upon examination based on the technical merits of the position. The amount of the accrual for which an exposure exists is measured as the largest amount of benefit determined on a cumulative probability basis that the Company believes is more likely than not to be realized upon ultimate settlement of the position. Components of the reserve, if relevant, are classified as a current or noncurrent liability in the consolidated balance sheet based on when the Company expects each of the items to be settled. Interest and penalties related to unrecognized tax benefits are recognized as a component of income tax expense.

Earnings per share

Basic earnings per share is calculated using net income or loss attributable to Bioventus, Inc. Class A common stock holders, divided by the weighted-average Class A common stock outstanding. Diluted earnings per share is calculated using net income attributable to Bioventus, Inc. Class A common stock holders, divided by the weighted average Class A common stock outstanding adjusted for the effect of granted stock awards determined to be dilutive under the treasury stock method.

Balance sheet information

12 Months Ended

Dec. 31, 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 as of December 31 follows:


	2022		2021
Cash and cash equivalents	$	31,814	$	43,933
Restricted cash
Current	23		5,280
Noncurrent	—		50,000
	$	31,837	$	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 4. 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 December 31:


	2022		2021
Accounts receivable	$	143,667	$	128,365
Less: Allowance for credit losses	(7,022)		(3,402)
	$	136,645	$	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 12.1% of the accounts receivable balance as of December 31, 2022. There was no single customer representing ten percent of sales or accounts receivable for the year ended December 31, 2021. Historically, the Company’s reserves have been adequate to cover credit losses.

Changes in credit losses were as follows for the years ended December 31:


	2022		2021
Beginning balance	$	(3,402)	$	(3,990)
Provision	(5,190)		(485)
Write-offs	2,105		1,246
Recoveries	(535)		(173)
Ending balance	$	(7,022)	$	(3,402)

Inventory

Inventory consisted of the following as of December 31:


	2022		2021
Raw materials and supplies	$	19,775	$	12,213
Finished goods	67,484		50,805
Gross	87,259		63,018
Excess and obsolete reserves	(1,851)		(1,330)
	$	85,408	$	61,688

Changes in excess and obsolete reserves for inventory were as follows for the years ended December 31:


	2022		2021
Beginning balance	$	(1,330)	$	(868)
Provision for losses	(2,088)		(1,835)
Write-offs	1,567		1,373
Ending balance	$	(1,851)	$	(1,330)

Prepaid and other current assets

Prepaid and other current assets consisted of the following as of December 31:


	2022		2021
Prepaid taxes	$	4,442	$	12,236
Prepaid and other current assets	14,243		15,003
	$	18,685	$	27,239

Property and equipment, net

Property and equipment consisted of the following as of December 31:


	2022		2021
Computer equipment and software	$	33,447	$	24,412
Demonstration and consignment inventory	12,807		10,453
Leasehold improvements	3,350		3,131
Furniture and fixtures	2,356		1,964
Machinery and equipment	2,754		2,722
Assets not yet placed in service	3,805		3,403
	58,519		46,085
Less accumulated depreciation	(30,872)		(23,100)
	$	27,647	$	22,985

Depreciation expense was $5,766, $3,204 and $2,106 for the years ended December 31, 2022, 2021 and 2020, respectively.

Goodwill

Changes in the carrying amounts of goodwill by reportable segment during the years ended December 31, 2022 and December 31, 2021 are as follows:


	U.S.		International		Consolidated
Balance at December 31, 2020	$	41,040	$	8,760	$	49,800
Additions	97,823		—		97,823
Balance at December 31, 2021	$	138,863	$	8,760	$	147,623
Additions	55,295		4,999		60,294
Deconsolidation of noncontrolling interest	(494)		—		(494)
Purchase accounting adjustments	(4,467)		—		(4,467)
Impairment of goodwill	(189,197)		—		(189,197)
Balance at December 31, 2022	$	—	$	13,759	$	13,759

Additions during the year ended December 31, 2022 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 and current acquisitions. Additions during the year ended December 31, 2021 resulted from the acquisitions of Misonix, Inc. and Bioness Inc. Refer to Note 4. Acquisitions and investments for further information.

Due to the significant decline in the Company’s Class A common stock, the Company recorded a non-cash goodwill impairment charge of $189,197 within the United States reporting unit for the year ended December 31, 2022. The impairment was recorded within impairment of goodwill on the consolidated statements of operations and comprehensive (loss) income. There were no accumulated goodwill impairment losses as of December 31, 2021.

Intangible assets, net

Intangible assets consisted of the following as of December 31:


	2022		2021
Intellectual property	$	1,200,249	$	789,195
Distribution rights	61,325		60,700
Customer relationships	67,450		67,450
IPR&D	5,500		5,500
Developed technology and other	13,998		13,999
Total carrying amount	1,348,522		936,844
Less accumulated amortization:
Intellectual property	(199,094)		(140,767)
Distribution rights	(44,319)		(39,379)
Customer relationships	(58,842)		(56,312)
Developed technology and other	(6,276)		(5,031)
Total accumulated amortization	(308,531)		(241,489)
Intangible assets, net before currency translation	1,039,991		695,355
Currency translation	(1,267)		(162)
	$	1,038,724	$	695,193

There were $410,200 and $545,000 of intangible additions during the year ended December 31, 2022 and 2021, respectively, as a result of acquisitions. Refer to Note 4. Acquisitions and investments for further information.

Amortization expense related to intangible assets was $67,042, $35,480 and $27,565 for the years ended December 31, 2022, 2021 and 2020, respectively, of which $20,975, $12,179 and $7,455 are included in ending inventory at December 31, 2022, 2021 and 2020, respectively. Estimated amortization expense for the years ended December 31, 2023 through 2027 is expected to be $78,987, $77,919, $75,185, $72,057 and $71,171, respectively.

Accrued liabilities

Accrued liabilities consisted of the following as of December 31:


	2022		2021
Gross-to-net deductions	$	71,227	$	67,945
Bonus and commission	9,179		23,342
Compensation and benefits	11,428		10,665
Income and other taxes	2,572		8,139
Other liabilities	17,548		21,382
	$	111,954	$	131,473

Acquisitions and investments

12 Months Ended

Dec. 31, 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, 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 years ended December 31, 2022, 2021 and 2020 totaled $1,003, $1,868 and $467, respectively, which are included in other (income) expense on the consolidated statements of operations and comprehensive (loss) income.

The Company acquired CartiHeal (the “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 5. 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 First Paper Milestone under the Option Agreement occurred on February 13, 2023, triggering the Company to make the first payment of the Deferred Amount, plus applicable interest. On February 27, 2023, the Company entered into a settlement agreement (the “Settlement Agreement”) with Elron Ventures Ltd. as representative of CartiHeal’s selling securityholders under the Option Agreement. Upon execution of the Settlement Agreement, the Company transferred 100% of its shares in CartiHeal to a trustee for the benefit of CartiHeal’s selling securityholders. Refer to Note 15. Subsequent events for further information regarding the Settlement Agreement.

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 the year ended December 31, 2022 on the consolidated 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	410,200
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	333,106
Resulting goodwill	$	60,294

As of December 31, 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 $4,999 was allocated to the U.S. and International reporting units, respectively. The Company incurred $4,436 in acquisition costs related to CartiHeal during the year ended December 31, 2022.

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	58,700
		$	410,200

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.

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 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 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 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 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. (the “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 related to the Bioness Acquisition (“Bioness 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, and therefore, it was assigned no value and was recorded as a measurement period adjustment. 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 during the year ended December 31, 2022 since its acquisition date were $69,441. There are no net sales attributable to CartiHeal for the year ended December 31, 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 for the years ended December 31:


	2022		2021
	(unaudited)		(unaudited)
Net sales	$	512,117	$	504,619
Net loss	$	(201,790)	$	(88,251)

The historical consolidated financial information of the Company, Misonix, Bioness and CartiHeal have been adjusted in the pro forma information to give effect to pro forma events that are (1) directly attributable to the Misonix, Bioness and CartiHeal 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 year ended December 31, 2021 in the consolidated 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 year ended December 31, 2021 in the consolidated 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.

Other

On August 23, 2021, the Company purchased shares of Trice Medical, Inc.’s (“Trice”) Series D Preferred Stock for $10,000, representing a 8.4% ownership interest of its fully diluted shares. Trice is a privately held company that develops and commercializes minimally invasive technologies for sports medicine and orthopedic surgical procedures and it did not have a readily determinable fair value. The investment in Trice was recorded at cost, less any impairment, plus or minus any changes resulting from observable price changes in orderly transactions for an identical or similar investment of the same issuer. In December 2022, the Company recognized an impairment of $10,285 representing its entire ownership interest due to Trice’s liquidity situation. The impairment was recorded within other (income) expense on the consolidated statements of operations and comprehensive (loss) income for the year ended December 31, 2022.

Financial instruments

12 Months Ended

Dec. 31, 2022

Debt Disclosure [Abstract]

Financial instruments

Long-term debt consisted of the following as of December 31:


	2022		2021
Amended Term Loan due October 2026 (7.69% at December 31, 2022)	$	420,712	$	360,750


Less:
Current portion of long-term debt	(33,056)		(18,038)
Unamortized debt issuance cost	(1,338)		(1,687)
Unamortized discount	(1,308)		(1,381)
	$	385,010	$	339,644

Amended Term Loan

On December 6, 2019, the Company entered into an Amended 2019 Credit Agreement that was originally comprised of a $200,000 term loan (“Original Term Loan”) and a $50,000 revolving facility (the “Revolver”). The Company amended the 2019 Credit Agreement on October 29, 2021 in connection with the Misonix Acquisition in which the Company prepaid $80,000 on the Original Term Loan. The 2019 Credit Agreement, as amended, subsequent to the prepayment, was comprised of a $360,750 term loan (“Term Loan”) and the Revolver.

On July 11, 2022, the Company further amended the 2019 Credit Agreement, 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 (the “July 2022 Term Loan” and, together with the Term Loan, the “Term Loan Facilities”) 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 the draws made on the Revolver during 2022 totaling $25,000; and (iv) working capital needs and general corporate purposes of the Company, including without limitation for permitted acquisitions.

The Company was not in compliance with certain financial covenants as of December 31, 2022. As a result, on March 31, 2023 (the “Closing Date”), the Company entered into another amendment to the Amended 2019 Credit Agreement to, among other things, modify certain financial covenants, waive the noncompliance at December 31, 2022, and to modify interest rates applicable to borrowings under the agreement, as described below.

The Term Loan Facilities will mature on October 29, 2026 (“Maturity”). The Revolver will mature on October 29, 2025.

SOFR loans and base rate loans had a margin of 3.25% and 2.25%, respectively, subsequent to July 11, 2022 and prior to the Closing Date. As of the Closing Date, SOFR loans and base rate loans had a margin of 4.25% and 3.25%, respectively. All obligations under the Amended 2019 Credit Agreement are guaranteed by the Company and certain wholly owned subsidiaries where substantially all the assets of the Company collateralize the obligations.

The Amended 2019 Credit Agreement contains customary affirmative and negative covenants, including those related to financial reporting and notification, restrictions on the declaration or payment of certain distributions on or in respect of Bioventus LLC’s equity interests, restrictions on acquisitions, investments and certain other payments, limitations on the incurrence of new indebtedness, limitations on transfers, sales and other dispositions of assets of Bioventus LLC and its subsidiaries, as well as limitations on making changes to the business and organizational documents of Bioventus LLC and its subsidiaries. Financial covenant requirements include (i) a maximum debt leverage ratio of not greater than 6.84 to 1.00 for the testing period ending March 31, 2023, 6.50 to 1.00 for the testing period ending June 30, 2023, 7.26 to 1.00 for the testing period ending September 30, 2023, 5.64 for the testing period ending December 31, 2023, 5.65 to 1.00 for the testing period ending March 31, 2024, 4.25 for the testing period ending June 30, 2024, 4.25 to 1.00 for the testing period ending September 30, 2024, and 4.00 to 1.00 for the testing period ending December 31, 2024 and each testing period thereafter, and, beginning with the testing period ending December 31, 2024, to be subject to a temporary increase to 4.50 to 1.00 upon certain events, and (ii) an interest coverage ratio not less than 2.25 to 1.00 for the testing period ending March 31, 2023, 2.21 to 1.00 for the testing period ending June 30, 2023, 1.70 to 1.00 for the testing period ending September 30, 2023, 1.98 to 1.00 for the testing period ending December 31, 2023, 2.25 to 1.00 for the testing period ending March 31, 2024, 2.25 to 1.00 for the testing period ending June 30, 2024, 2.25 to 1.00 for the testing period ending September 30, 2024 and 3.00 to 1.00 for the testing period ending December 31, 2024 and each testing period thereafter. In addition, during the period commencing on the Closing Date and ending upon the satisfaction of certain conditions occurring not prior to the delivery of financial statements of the Company for the fiscal quarter ending June 30, 2024, the Company will be subject to certain additional requirements and covenants, including a requirement to maintain Liquidity (as defined in the Amended 2019 Credit Agreement) of not less than $10,000 as of the end of each calendar month during such period.

July 2022 Term Loan had an original issue discount of $240 and deferred financing costs of $101. No financing or deferred costs were expensed and there was no loss on debt refinancing and modification as a result of the July 2022 amendment. The Company paid financing costs of $3,318 as a result of the October 2021 amendment, of which $1,421 was capitalized to the consolidated balance sheets and $1,897 was recorded in selling, general and administrative expenses during the year ended December 31, 2021 within the consolidated statements of operations and comprehensive (loss) income. Due to the change in participating lenders, an additional $269 in deferred costs was recorded in interest expense for the year ended December 31, 2021. Loss on debt refinancing and modification totaled $2,162 for the year ended December 31, 2021. Capitalized deferred fees from the October 2021 amendment totaled $3,174 and $893 for the Term Loan and the Revolver, respectively.

As of December 31, 2022, $418,066 was outstanding on the Term Loan Facilities, net of original issue discount of $1,308 and deferred financing costs of $1,338. Capitalized deferred fees are amortized to interest expense on a straight-line basis over the term of the Term Loan Facilities, which approximates the effective interest method. The Company recorded $853, $588 and $543 for deferred cost amortization in interest expense for the years ended December 31, 2022, 2021 and 2020, respectively. Scheduled quarterly principal payments of the Term Loan Facilities, which commenced on September 30, 2022, totaled $8,264 for the years 2023 and 2024 and $11,019 for the years 2025 and 2026 with a final payment of $277,467 at Maturity. Contractual maturities of long term debt for the next four years are as follows: 2023—$33,056, 2024—$33,056, 2025—$44,075 and 2026—$310,525, respectively.

The Company may voluntarily prepay the Term Loan Facilities without premium or penalty upon prior notice. The Company may be required to make additional principal payments on the Term Loan Facilities dependent upon certain events as defined in the Amended 2019 Credit Agreement. These additional prepayments will be applied to the scheduled installments of principal in direct order of maturity of first the Base Rate (BR) portions of the Term Loan Facilities and then the Eurodollar portions.

The estimated fair value of the Term Loan Facilities under the Amended 2019 Credit Agreement as of December 31, 2022 was $410,195. The fair value of these obligations was determined based on the midpoint of the Bloomberg Valuation (BVAL), as of December 31, 2022. This is classified as a Level 2 instruments within the fair value hierarchy.

Revolver

The Revolver is a five-year revolving credit facility that includes revolving and swingline loans as well as letters of credit (“LOC”) and, inclusive of all, cannot exceed $50,000 at any one time. LOCs are available in an amount not to exceed $7,500. Revolving loans are due at the earlier of termination or Maturity. Swingline loans are available as BR interest rate option loans only and must be outstanding for at least five days. Swingline loans are due the fifteenth or last day of a calendar month or Maturity whichever is earlier. As of December 31, 2022, the Company had one nominal LOC outstanding leaving approximately $50,000 available. The Revolver had no outstanding borrowings as of December 31, 2022 and 2021.

Interest

The Term Loan Facilities and Revolver permits the Company to elect either the secured overnight financial rate (SOFR) or base interest rate (“BR”) options for the entire amount or certain portions of the loans. Both the SOFR and BR options have interest rates equal to a formula driven base interest rate plus a margin, tied to a leverage ratio. The leverage ratio is the ratio of debt to consolidated EBITDA as defined in the Amended 2019 Credit Agreement. BR portions of the Term Loan Facilities have interest due the last day of each calendar quarter-end. Pursuant to the March 2023 amendment to the Amended 2019 Credit Agreement, the margin at each applicable leverage ratio will be increased by 1.00% per annum. SOFR portions of the Term Loan Facilities have one, three or six-month interest reset periods and interest is due on the last day of each three-month period or the last day of the loan term if less than three months.

Pricing grids are used to determine the applicable loan margins based on the type of loan and the leverage ratio. The loan margin is adjusted after the quarterly financial statements are delivered to the lenders in accordance with the below pricing grid, which reflects the margins in effect following the March 2023 amendment to the Amended 2019 Credit Agreement:


Leverage ratio	SOFR		BR
> 4.00 to 1.00	4.25	%	3.25	%
≥ 3.50 to 1.00 and < 4.00 to 1.00	3.75	%	2.75	%
≥ 3.00 to 1.00 and < 3.50 to 1.00	3.25	%	2.25	%
≥ 2.50 to 1.00 and < 3.00 to 1.00	3.00	%	2.00	%
< 2.50 to 1.00	2.75	%	1.75	%

The Revolver includes a commitment fee at 0.30% of the average daily amount of the available revolving commitment, assuming any swingline loans outstanding are zero. There were no swingline loans outstanding as of December 31, 2022. The fee is payable quarterly in arrears on the last day of the calendar quarters and at Maturity. The commitment fee rate is adjusted after the quarterly financial statements are delivered to lenders based on the below pricing grid, which remained unchanged following the March 2023 amendment to the Amended 2019 Credit Agreement:


Leverage ratio	Commitment Fee Rate
≥ 2.50 to 1.00	0.30	%
< 2.50 to 1.00	0.20	%

Fees are charged on all outstanding LOCs at an annual rate equal to the margin in effect on Eurodollar revolving loans. A funding fee of 0.125% per year on the undrawn and unexpired amount of each LOC is payable as well. The fees are payable quarterly in arrears on the last day of the calendar quarters. The Company’s effective weighted average interest rate was 7.72% for all outstanding debt as of December 31, 2022. Cash paid for interest totaled $18,043, $5,837 and $7,486 for the December 31, 2022, 2021 and 2020, respectively.

Interest rate swap

The Company historically entered into interest rate swap agreements to limit its exposure to changes in the variable interest rate on its long-term debt. The Company had one non-designated interest rate swap agreement that was terminated on October 28, 2022 and subsequently received $7,738 upon its termination. The swap was carried at fair value on the balance sheet (Refer to Note 6. Fair value measurements) with changes in fair value recorded as interest income or expense within the consolidated statements of operations and comprehensive (loss) income. Net interest income of $6,396, $2,730 and expense of $1,599 was recorded related to the change in fair value of the interest rate swap for the years ended December 31, 2022, 2021 and 2020, respectively.

- Definition

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

+ References

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-Paragraph 1B
-Subparagraph (i)
-URI https://asc.fasb.org/extlink&oid=123466505&loc=SL123495323-112611

+ Details

Fair value measurements

12 Months Ended

Dec. 31, 2022

Fair Value Disclosures [Abstract]

Fair value measurements

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 at December 31, 2022 and 2021. The following table provides information for assets and liabilities measured at fair value on a recurring basis using Level 2 and Level 3 inputs:


	December 31, 2022						December 31, 2021
	Total		Level 2		Level 3		Total		Level 2		Level 3
Assets:
Interest rate swap	$	—	$	—	$	—	$	1,128	$	1,128	$	—
Liabilities:
Deferred Amount - Current	$	117,615	$	—	$	117,615	$	—	$	—	$	—
Deferred Amount - Long Term	79,269		—		79,269		—		—		—
CartiHeal Contingent Consideration	67,251		—		67,251		—		—		—
Bioness Contingent Consideration	17,431		—		17,431		16,329		—		16,329
Total liabilities:	$	281,566	$	—	$	281,566	$	16,329	$	—	$	16,329

Interest rate swap

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

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 4. Acquisitions and investments. As previously discussed, the Company reached a settlement Agreement with the Former Securityholders. Pursuant to the Settlement Agreement, the Company was relieved of the obligations under the Deferred Amount. Refer to Note 15. Subsequent events for further information.

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 4. 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. As previously discussed, the Company reached a settlement agreement with CartiHeal’s selling securityholders. As a result of the settlement agreement, the Company was relieved of the CartiHeal Contingent Consideration obligations. Refer to Note 15. Subsequent events for further information.

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

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 $1,102 and $829 for the years ended December 31, 2022 and 2021, respectively, and were recorded as the change in fair value of contingent consideration within the consolidated statements of operations and comprehensive (loss) income. Changes in contingent consideration related to the CartiHeal Acquisition totaled $5,350 for year ended December 31, 2022.

Management incentive plan 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 year ended December 31, 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.

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


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

- Definition

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

+ References + Details

Equity-based compensation

12 Months Ended

Dec. 31, 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 year ended December 31, 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 year ended December 31, 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 public offering price of the IPO and the actual offering price, of which $1,777 was recorded in research and development expense within the consolidated statements of operations and comprehensive (loss) income for the year ended December 31, 2021. The Plans’ compensation expense totaled $10,103 for the year ended December 31, 2020.

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 December 31, 2022, 11,278,656 shares of Class A common stock were authorized to be awarded and 2,086,777 shares were available for Awards. New shares are issued for restricted units vested and options exercised.

Equity-based compensation expense for Awards granted under the 2021 Plan for the years ended December 31, 2022 and 2021 totaled $17,114 and $19,504, respectively. The expense is primarily included in selling, general and administrative expense with a nominal amount in research and development expense on the consolidated statements of operations and comprehensive (loss) income based upon the classification of the employee. Income tax benefits totaled $2,951 related to compensation expense for the year ended December 31, 2022. There was no income tax benefit related to equity-based compensation expense for the year ended December 31, 2021.

Restricted Stock Units

During the year ended December 31, 2022 and 2021, the Company granted time-based RSUs which vest at various dates through December 5, 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 $9,021 at December 31, 2022, and is expected to be recognized over a weighted average period of approximately 2.73 years. A summary of the RSU award activity for the years ended December 31, 2022 and 2021 are as follows (number of units in thousands):


	Number of units	Weighted-average grant-date fair value per unit
Unvested at December 31, 2020	—	$	—
Granted	1,032	14.41
Forfeited or canceled	(8)	13.86
Unvested at December 31, 2021	1,024	14.41
Granted	1,248	10.73
Vested	(756)	14.74
Forfeited or canceled	(327)	8.45
Unvested at December 31, 2022	1,189	$	11.96

Stock Options

During the year ended December 31, 2022 and 2021, 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 years ended December 31, 2022 and December 31, 2021 are shown in the following table:


	2022		2021
Risk-free interest rate	1.8% - 4.3%		0.59% - 1.32%
Expected dividend yield	—	%	—	%
Expected stock price volatility	33.2% - 35.2%		33.0% - 36.0%
Expected life of stock options (years)	6.25		4.17 - 6.25

The weighted-average grant date fair value of options granted during the year ended December 31, 2022 was $4.54 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 $12,090 at December 31, 2022, and is expected to be recognized over a weighted average period of approximately 2.93 years.

A summary of stock option activity is as follows for the years ended December 31, 2022 and 2021 (number of options in thousands):


	Number of options	Weighted-average exercise price		Weighted average remaining contractual term (in years)	Aggregate intrinsic value
Outstanding at December 31, 2020	—	$	—
Granted	8,442	11.12
Exercised	(74)	6.00
Forfeited or canceled	(4)	13.00
Outstanding at December 31, 2021	8,364	11.16		8.32	$	28,315
Granted	2,606	12.19
Exercised	(680)	6.28
Forfeited or canceled	(1,380)	12.38
Outstanding at December 31, 2022	8,910	11.65		7.74	$	2,970
Exercisable and vested at December 31, 2022	3,770	$	10.14	6.49	$	2,970

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 $2.61 per share, the closing price of the Company’s Class A common stock on December 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 December 31, 2022, the aggregate number of shares reserved for issuance under the ESPP was 168,525. A total of 279,000 and 94,795 shares were issued and $471 and $340 of expense was recognized during the years ended December 31, 2022 and 2021, respectively.

Defined contribution plans

The Company has various defined contribution plans which are offered in Canada, Germany, the Netherlands, United Kingdom and Israel. These plans are required by local laws or regulations in some cases. Contributions are primarily discretionary, except in some countries where contributions are contractually required. These plans cover substantially all eligible employees in the countries where the plans are offered either voluntarily or statutorily.

In the United States, the Company provides a 401(k) defined contribution plan (“U.S. Plan”) that covers substantially all U.S. employees that meet minimum age requirements. Beginning in April 2021, the Company matches 100% of the employees’ contribution up to 4% of the employees’ wages and 50% on the next 2%. Prior to this change, the Company matched 50% of the employees’ contribution up to 6% of the employees’ wages. The U.S. Plan also provides for an additional 1% to 3% at the Company’s discretion.

For the years ended December 31, 2022, 2021 and 2020, Company contributions totaled $6,407, $4,477, and $3,379 respectively, for all global plans. The expense is included in cost of sales, selling, general and administrative expense and research and development expense on the consolidated statement of operations and comprehensive income based upon the classification of the employee.

Stockholders’ equity

12 Months Ended

Dec. 31, 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.

Initial public offering

In connection with the IPO, the Company issued 15,786,737 shares of Class B common stock to the Original BV LLC Owners. As described in Note 1. Organization, the Company acquired, by merger the Former LLC Owners, for which the Company issued 31,838,589 shares of Class A common stock as merger consideration. In connection with the IPO Merger, the Company canceled 15,786,737 shares of Class B common stock and the Company received 15,786,737 of LLC Interests.

Noncontrolling interest

In connection with any redemption of LLC Interests by the Continuing LLC Owner, 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 years ended December 31, 2022 and 2021. The following table summarizes the ownership interest in BV LLC as of December 31 (number of units in thousands):


	2022			2021
	LLC Interests	Ownership %		LLC Interests	Ownership %
Number of LLC Interests owned
Bioventus Inc.	62,063	79.7	%	59,548	79.0	%
Continuing LLC Owner	15,787	20.3	%	15,787	21.0	%
Total	77,850	100.0	%	75,335	100.0	%

- Definition

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

+ References

Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
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-Name Accounting Standards Codification
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-Paragraph 13
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-URI https://asc.fasb.org/extlink&oid=126973232&loc=SL123496158-112644

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-Publisher FASB
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Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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-Publisher FASB
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Reference 14: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

Earnings per share

12 Months Ended

Dec. 31, 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):


	Year Ended December 31, 2022		February 16, 2021 through December 31, 2021
Numerator:
Net loss	$	(213,391)	$	(16,391)
Net loss attributable to noncontrolling interests	54,687		9,789
Net loss attributable to Bioventus Inc. Class A common stockholders	$	(158,704)	$	(6,602)

Denominator:
Weighted-average shares of Class A common stock outstanding - basic and diluted	61,389,107		45,472,483

Net loss per share of Class A common stock, basic and diluted	$	(2.59)	$	(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 December 31, 2022 and 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:


	Year Ended December 31, 2022	February 16, 2021 through December 31, 2021
LLC Interests held by Continuing LLC Owner(a)	15,786,737	15,786,737
Stock options	7,679,780	5,373,442
RSUs	710,807	966,673
Unvested shares of Class A common stock	—	30,056
Total	24,177,324	22,156,908

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

Restructuring costs

12 Months Ended

Dec. 31, 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 statements of operations and comprehensive (loss) income. Liabilities associated from restructuring costs are recorded in accrued liabilities on the consolidated balance sheets.

The Company announced a restructuring plan in December 2022 (“2022 Restructuring Plan”) that is intended to align the Company’s organizational and management cost structure to improve profitability and cash flow. The Company expects to incur $4,000 to $5,000 of pre-tax costs under the 2022 Restructuring Plan primarily consisting of employee severance and additional expenses for third-party and other related costs. Pre-tax charges recognized during the year ended December 31, 2022 totaled $4,581.

The Company adopted restructuring plans for businesses acquired to reduce headcount, reorganize management structure and consolidate certain facilities during the second half of 2021 (“2021 Acquisition Restructuring Plan”) and during the first quarter of 2022 (“2022 Acquisition Restructuring Plan”). The Company planned total pre-tax charges for the 2021 Acquisition Restructuring Plan to be $3,500, of which $719 and $2,487 was recognized during the year ended December 31, 2022 and 2021, respectively. Expected pre-tax charges related to the 2022 Acquisition Restructuring Plan is $2,300, of which $1,479 was recognized during the year ended December 31, 2022.

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


	Employee severance and temporary labor costs		Other charges		Total
Balance at December 31, 2020	$	166	$	81	$	247
Expenses incurred	2,351		136		2,487
Payments made	(1,117)		(81)		(1,198)
Balance at December 31, 2021	1,400		136		1,536
Expenses incurred	5,172		1,607		6,779
Payments made	(2,812)		(1,743)		(4,555)
Balance at December 31, 2022	$	3,760	$	—	$	3,760

Income taxes

12 Months Ended

Dec. 31, 2022

Income Tax Disclosure [Abstract]

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 income tax purposes. As a partnership, BV LLC is not subject to United States 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. Prior to the Transactions, income from other domestic subsidiaries included BV LLC and thereafter is included in income from domestic taxable subsidiaries. The components of (loss) income before income taxes for the years ended December 31 are as follows:


	2022		2021		2020
United States	$	(215,638)	$	9,511	$	15,527
International	(48,261)		(1,891)		387
(Loss) income before income taxes	$	(263,899)	$	7,620	$	15,914

The provision for income taxes on operations consists of the following for the years ended December 31:


	2022		2021		2020
Current:
United States federal	$	2,092	$	5,675	$	782
United States state and local	(96)		1,750		214
International	289		367		707
Total current	2,285		7,792		1,703

Deferred:
United States federal	(42,047)		(9,015)		(508)
United States state and local	(7,897)		(533)		(3)
International	(2,849)		(210)		—
Total deferred	(52,793)		(9,758)		(511)
Total income tax (benefit) expense	$	(50,508)	$	(1,966)	$	1,192

Cash paid for income taxes totaled $1,518, $7,456 and $1,541 for the years ended December 31, 2022, 2021 and 2020, respectively. The Company’s investment in foreign subsidiaries continues to be indefinite in nature; however, the Company may periodically repatriate a portion of these earnings to the extent that it does not incur significant additional tax liability.

The differences between the effective income tax rate and the federal statutory income tax rates for the years ended December 31 are as follows:


	2022		2021		2020
U.S. statutory federal corporate income tax rate	21.0	%	21.0	%	21.0	%
Noncontrolling interest	(4.6)		(18.6)		—
LLC flow-through structure	3.9		(70.4)		(20.1)
Non-deductible expenses	—		43.8		—
State and local income taxes, net of federal benefit	3.0		11.8		1.5
Change in valuation allowance	(0.3)		7.0		—
Research and other tax credits	0.2		(4.5)		—
Organizational Transactions	(0.4)		(8.6)		—
Uncertain tax positions	(0.6)		(9.0)		—
Foreign rate differential	—		(0.9)		1.2
GAAP Impairment	(2.5)		—		—
Other	(0.6)		2.6		3.9
Effective income tax rate	19.1	%	(25.8	%)	7.5	%

Deferred tax assets and liabilities are determined based on the difference between financial statement and tax bases using enacted tax rates in effect for the year in which the differences are expected to reverse. The components of the deferred taxes were as follows:


	2022		2021
Deferred tax assets:
Net operating losses and tax credit carryforwards	$	31,688	$	16,303
Transaction costs	980		969
Accrued liabilities	168		862
Fixed assets	30		644
Interest	7,020		—
Other	1,314		925
Gross deferred tax assets	41,200		19,703
Valuation allowance	(2,536)		(2,320)
Total deferred tax assets	38,664		17,383
Deferred tax liability:
Investment in Bioventus LLC	98,705		145,537
Acquired intangible	93,798		4,157
Operating lease assets	162		726
	192,665		150,420
Net deferred tax liability	$	154,001	$	133,037

The valuation allowance is primarily attributable to net operating losses (“NOLs”). The Company considered many factors when assessing the likelihood of future realization of these deferred tax assets, including expectations of future taxable income or loss, the carryforward periods available to the Company for tax reporting purposes, and other relevant factors. The net change in the valuation allowance was $216. The valuation allowance at December 31, 2022 and December 31, 2021 principally relates to recognizing a full valuation allowance against foreign NOLs.

Beginning in 2022, the Tax Cuts and Jobs Act of 2017 eliminated the option to deduct research and development expenditures immediately in the year incurred and requires companies to amortize such expenditures over five or fifteen years for tax purposes, depending on whether the activities were incurred in the United States or outside of the United States. This change resulted in an increase to gross deferred tax assets and cash tax liabilities.

As of December 31, 2022, the Company had approximately $136,375 in U.S. federal NOL carryforwards at its corporate subsidiaries and $1,562 in federal tax credits. Certain US federal NOL carryforwards begin to expire in 2031, while others were generated after the enactment of the Tax Cuts and Jobs Act (the “Act”) and as such do not expire, but can only be utilized to offset up to 80% of taxable income in any given year. The federal tax credits start to expire at various dates beginning in 2026. As of December 31, 2022, the Company had approximately $20,934 in state NOL carryforwards and $354 in state tax credits. If not utilized, some state NOL carryforwards will expire at various dates beginning in 2025.

The Company evaluated its tax positions and had unrecognized tax benefits of $5,883 and $4,517 as of December 31, 2022 and 2021, respectively. The Company had $2,297 and $1,837 accrued for payment of interest and penalties as of December 31, 2022 and 2021, respectively. If the $5,883 of unrecognized tax benefit is recognized, it would not impact the effective tax rate due to the valuation allowance on the Company's net U.S. deferred tax assets. The Company does expect a material decrease of approximately $1,300 in the twelve months following December 31, 2022 in its uncertain tax positions due to various statute expirations during 2023. The Company files U.S. federal income tax returns as well as income tax returns in many United States and foreign jurisdictions. In general, the tax years 2019 - 2022 remain open to examination by the major jurisdictions in which the Company is subject to tax.

A reconciliation of the gross unrecognized tax benefits (excluding interest and penalties) for the year ended December 31, 2022 follows:


Beginning of the period	$	4,517
Additions for current year tax positions	(1,452)
Expiration of statutes	2,818
End of the period	$	5,883

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 the Company 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 December 31, 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
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section S99
-Paragraph 2
-Subparagraph (SAB Topic 11.C)
-URI https://asc.fasb.org/extlink&oid=122134291&loc=d3e330215-122817

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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Reference 6: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
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Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
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-URI https://asc.fasb.org/extlink&oid=6424122&loc=d3e41874-109331

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

+ Details

Commitments and contingencies

12 Months Ended

Dec. 31, 2022

Commitments and Contingencies Disclosure [Abstract]

Commitments and contingencies

Leases

The Company determines if an arrangement is a lease at inception. 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. Lease assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent the obligation to make lease payments arising from the lease. Lease assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. As the Company’s leases do not provide an implicit rate, the Company’s incremental borrowing rate is used as a discount rate, based on the information available at the commencement date, in determining the present value of lease payments. Lease assets also include the impact of any prepayments made and are reduced by impact of any lease incentives.

The Company does not recognize lease liabilities or lease assets on the balance sheet for short-term (leases with a lease term of twelve months or less as of the commencement date). Rather, any short-term lease payments are recognized as an expense on a straight-line basis over the lease term. The current period short-term lease expense reasonably reflects short-term lease commitments.

For all classifications of leases, the Company combines lease and nonlease components in order to record the combination as a single lease component. Variable lease payments are excluded from the lease liability and recognized in the period in which the obligation is incurred. Additionally, lease terms may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise the option.

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 5.75 years.

The components of lease cost were as follows for the years ended December 31:


	2022		2021		2020
Operating lease cost	$	4,557	$	3,478	$	2,610
Short-term lease cost(a)	691		668		388



Total lease cost	$	5,248	$	4,146	$	2,998

(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 for the years ended December 31:


	2022		2021		2020
Operating cash flows from operating leases	$	4,374	$	3,616	$	2,567




Right-of-use assets obtained in exchange for operating lease obligations	$	4,792	$	4,665	$	1,497

Supplemental balance sheet and other information related to operating leases were as follows for the years ended December 31:


	2022			2021
Operating lease assets	$	17,308		$	17,186

Operating lease liabilities- current	$	3,728		$	3,504
Operating lease liabilities- noncurrent	14,797			15,038
Total operating lease liabilities	$	18,525		$	18,542








Weighted average remaining lease term (years)
Weighted average remaining lease term (years) for operating leases	4.8			5.6


Weighted average discount rate for operating leases	4.8		%	4.7		%

Maturities of operating lease liabilities as of December 31, 2022 were as follows:


2023	$	4,491
2024	4,650
2025	4,237
2026	3,248
2027	2,653
Thereafter	1,384
Total future lease payments(a)	20,663
Less imputed interest	(2,138)
Present value of future lease payments	$	18,525

(a) The above table does not reflect the future maturities of a lease entered into during November 2021 in which the Company agreed to lease a facility to expand its manufacturing operations and relocate from its current leased facilities in Memphis, Tennessee. The lease term is 10 years and partial occupancy began January 2023. Expected payments of the partial lease is as follows for the next five years and thereafter: $842, $939, $958, $977, $997 and $5,662.

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 its 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 United States 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, is 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.

Bioventus shareholder litigation

On January 12, 2023, the Company and certain of its current and former directors and officers were named as defendants in a putative class action lawsuit filed in the Middle District of North Carolina, Ciarciello v. Bioventus, Inc., No. 1:23– CV – 00032-CCE-JEP (M.D.N.C. 2023). The complaint asserts violations of Sections 10(b) and 20(a) of the Exchange Act and of Sections 11 and 15 of the Securities Act and generally alleges that the Company failed to disclose certain information regarding rebate practices, its business and financial prospects, and the sufficiency of internal controls regarding financial reporting. The complaint seeks damages in an unspecified amount. The case is in its early stages, and a lead plaintiff has not yet been appointed. The Company believes the claims alleged lack merit and intends to file a motion to dismiss. The outcome of the litigation is not presently determinable, and any loss is neither probable nor reasonable estimable.

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. On November 16, 2022, Bioness filed a partial motion to dismiss certain of the amended counterclaims. On January 23, 2023, the court granted-in-part Bioness’ motion dismissing Aretech’s antitrust and inventorship-related counterclaims, but allowed certain of Aretech’s counterclaims to proceed. The parties are presently finalizing a joint discovery plan and timeline. On March 23, 2023 the parties entered into a settlement and license agreement that provides for a payment by Aretech to the Company of $1,500 to resolve all claims in the litigation. The agreement also provides cross licenses to the parties for certain of their respective patents relevant to the claims asserted 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 later filed an appeal to the United States Court of Appeals for the Second Circuit. The Company believes that it has various legal and factual defenses to these claims and intends to vigorously defend the 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 $3,000 incurred by the director and shareholder in connection with the matter.

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 $1,300 into escrow. On November 1, 2022, at a 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. On December 23, 2022, Bioness and the plaintiff entered into a settlement agreement resolving the matter for the aggregate sum of $2,500 payable to the plaintiff. The settlement was satisfied by releasing the $1,300 previously paid by Bioness and held in escrow and by an additional payment of $1,200. Pursuant to the indemnification obligations under the Bioness Merger Agreement, this subsequent payment was made on behalf of Bioness on December 28. 2022, by the selling majority shareholder under that agreement. The Company subsequently recovered the $1,300 paid into escrow from the selling Bioness shareholders pursuant an indemnification request under the Bioness Merger Agreement. An order dismissing the case was entered by the court on January 27, 2023.

On February 8, 2022, the above referenced minority shareholder of Bioness filed another action in the Delaware State Court of Chancery in connection with the Company’s 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 the Company’s transaction. The complaint also alleges that the Company aided and abetted the other defendants in breaching their fiduciary duties to the plaintiff and that the Company breached the Merger Agreement by failing to pay the plaintiff its pro rata share of the merger consideration. The Company believes that it is indemnified under the indemnification provisions contained in the Bioness Merger Agreement for these claims. On July 20, 2022, the Company filed a motion to dismiss all claims made against it on various grounds, as did all the other named defendants in the suit. A hearing on Bioness’ and other the defendant’s motions was held before the Court of Chancery on January 19, 2023. The Court has not yet ruled on any of these motions. The Company believes 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 a hyaluronic acid (“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 years ended December 31, 2022, 2021 and 2020 totaled $14,712, $13,300 and $10,021, respectively. These royalties are included in cost of sales within the consolidated statements of operations and comprehensive (loss) income.

As part of a supply agreement entered on February 9, 2016 and subsequently amended 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 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 December 31, 2022 and 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

12 Months Ended

Dec. 31, 2022

Revenue from Contract with Customer [Abstract]

Revenue recognition

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 for the years ended December 31:


	2022		2021		2020
U.S.
Pain Treatments	$	194,830	$	201,068	$	156,576
Restorative Therapies	134,214		103,009		76,633
Surgical Solutions	126,207		83,476		60,488
Total U.S. net sales	455,251		387,553		293,697

International
Pain Treatments	21,495		20,539		$	14,602
Restorative Therapies	20,420		18,563		11,991
Surgical Solutions	14,951		4,243		871
Total International net sales	56,866		43,345		27,464

Total net sales	$	512,117	$	430,898	$	321,161

- 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

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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
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-Paragraph 12
-Subparagraph (c)
-URI https://asc.fasb.org/extlink&oid=126920106&loc=SL49130554-203045

+ Details

Segments

12 Months Ended

Dec. 31, 2022

Segment Reporting [Abstract]

Segments

The Company’s two reportable segments are U.S. and International. The Company’s products are primarily sold to orthopedists, musculoskeletal and sports medicine physicians, podiatrists, neurosurgeons and orthopedic spine surgeons, as well as to their patients. The Company does not disclose segment information by asset as the Chief Operating Decision Maker (“CODM”) 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 CODM 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 for the years ended December 31:


	2022		2021		2020
Segment adjusted EBITDA
U.S.	$	56,231	$	70,640	$	69,252
International	10,078		10,119		3,191
Interest expense, net	(25,795)		(1,112)		(9,751)
Depreciation and amortization	(66,803)		(34,875)		(28,643)
Acquisition and related costs	(27,081)		(22,964)		(166)
Remeasurement gain on equity method investment	23,709		—		(6,172)
Restructuring and succession charges	(7,453)		(3,717)		—
Equity compensation	(17,585)		4,512		(10,103)
COVID-19 benefits, net	—		—		4,123
Equity loss in unconsolidated investments	(1,003)		(1,868)		(467)
Foreign currency impact	(250)		(132)		117
Impairment of goodwill	(189,197)		—		—
Asset impairment charges	(10,285)		—		—
Impairments related to variable interest entity	—		(7,043)		—
Other items	(8,465)		(5,940)		(5,467)
(Loss) income before income taxes	$	(263,899)	$	7,620	$	15,914

- 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

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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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Reference 6: http://www.xbrl.org/2003/role/disclosureRef
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Reference 8: http://www.xbrl.org/2003/role/disclosureRef
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Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
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Reference 10: http://www.xbrl.org/2003/role/disclosureRef
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Reference 11: http://www.xbrl.org/2003/role/disclosureRef
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Reference 12: http://www.xbrl.org/2003/role/disclosureRef
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Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
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-Subparagraph (b)
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Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
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-URI https://asc.fasb.org/topic&trid=2134510

+ Details

Subsequent events	12 Months Ended
Subsequent events	Dec. 31, 2022
Subsequent Events [Abstract]
Subsequent events	Subsequent events CartiHeal Deconsolidation As previously discussed, the Company consolidated CartiHeal on July 12, 2022 and reported the acquisition in its Quarterly Report on Form 10-Q filed by the Company with the SEC on November 21, 2022. Refer to Note 4. Acquisitions and investments for additional information regarding the acquisition of CartiHeal. The First Paper Milestone under the Option Agreement occurred on February 13, 2023, triggering an obligation of the Company to make the first $50,000 payment, plus applicable interest, under the Option Agreement. On February 27, 2023, the Company entered into a settlement agreement (the “Settlement Agreement”) with Elron Ventures Ltd. (“Elron” and together with the Company, the “Parties”) as representative of CartiHeal’s selling securityholders under the Option Agreement collectively, the “Former Securityholders”). Pursuant to the Settlement Agreement, Elron, on behalf of the Former Securityholders, have agreed to forbear from initiating any legal action or proceedings relating to non-payment of any obligations arising under the Option Agreement during a period of 30 calendar days (the “Interim Period”) in exchange for (i) a one-time non-refundable amount of $10,000 and (ii) a one-time non-refundable payment of $150 to Elron to be used in accordance with the expense fund provisions of the Option Agreement. The Interim Period expired on March 29, 2023 and the Company did not exercise its right to extend the Interim Period. In addition, the Parties mutually released any further claims under the Option Agreement and related transaction documents, including without limitation a release by the Former Securityholders of any rights to enforce the provisions of the Option Agreement or make further monetary claims against the Company and/or its respective affiliates and representatives. Upon execution of the Settlement Agreement, the Company transferred 100% of its shares in CartiHeal to a trustee (the “Trustee”) for the benefit of the Former Securityholders. This transfer was irrevocable, unless and until the Former Securityholders received the entire amount of the aggregate purchase price and corresponding milestones and any interest to be accrued thereon in accordance with the provisions of the Option Agreement prior to the expiration of the Interim Period. The Company had no ownership interest and no voting rights during the Interim Period. Accordingly, the Company concluded that upon execution of the Settlement Agreement, the Company ceased to control CartiHeal for accounting purposes, and therefore, has deconsolidated CartiHeal (the “Deconsolidation”, or “Disposal”) effective February 27, 2023. The Company also concluded that this disposal will be treated as a discontinued operation. The loss upon disposal is estimated to be $60,600 and will be recorded within loss from discontinued operations due at closing. Because the Company was not able to find a financing solution to fund the payment obligations under the Option and Equity Purchase Agreement on terms the Company believes to be favorable to it and its shareholders, the Company elected to allow the Interim Period to expire on March 29, 2023. The Company hopes to continue to explore opportunities to reacquire CartiHeal in a manner consistent with its financial objectives, but can give no assurance that the Company will be able to obtain the necessary financing or negotiate acceptable terms to reacquire CartiHeal and its assets. Other During January and February 2023, the Company borrowed $49,000 on its Revolver for working capital needs. However, on the Closing Date of the amendment to the Amended 2019 Credit Agreement, as part of the closing conditions, the Company repaid $20,000 of these borrowings. Additionally, the Company paid $1,250 in closing fees, and will be required to pay an additional $600 by December 31, 2023 unless the Total Net Leverage Ratio as at September 30, 2023 is below 5.25 to 1.00.

Significant accounting policies (Policies)

12 Months Ended

Dec. 31, 2022

Accounting Policies [Abstract]

Consolidation

The consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”). The consolidated financial statements include the Company, its subsidiaries and investments in which the Company has control. Amounts pertaining to the non-controlling ownership interests held by third-parties in the operating results and financial position of the Company’s controlled subsidiaries are reported as non-controlling interests. All intercompany balances and transactions have been eliminated in consolidation.

Reclassifications

ReclassificationsCertain prior period amounts have been reclassified to conform to the current period presentation. These changes had no effect on previously reported total revenues, net (loss) income, other comprehensive (loss) income, members’ equity or cash flows. Unless otherwise noted, all financial information in the consolidated financial statement footnotes reflects the Company’s results from continuing operations.

Segment reporting

The Company identifies a business as an operating segment if: (i) it engages in business activities from which it may earn revenues and incur expenses; (ii) its operating results are regularly reviewed by the Chief Operating Decision Maker (CODM), to make decisions about resources to be allocated to the segment and assess its performance; and (iii) it has available discrete financial information. The Company’s CODM is its Chief Executive Officer. The CODM reviews financial information at the operating segment level to allocate resources and to assess the operating results and financial performance for each operating segment.

The Company’s two reportable segments are U.S. and International. U.S. and International products are primarily sold to physicians spanning the orthopedic continuum, including sports medicine, total joint reconstruction, hand and upper extremities, foot and ankle, podiatric surgery, trauma, spine and neurosurgery, as well as directly to their patients. Refer to Note 13. Revenue recognition and Note 14. Segments for further information regarding the Company’s business segments.

Use of estimates

The preparation of financial statements in accordance with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and the disclosure of contingent assets and liabilities, at the date of the financial statements, as well as the reported amounts of revenues and expenses during the period. On an ongoing basis, management evaluates these estimates, including those related to contractual allowances and sales incentives, allowance for credit losses, inventory reserves, goodwill and intangible assets impairment, valuation of assets and liabilities assumed in acquisitions, useful lives of long lived assets, noncontrolling interest, fair value measurements, litigation and contingent liabilities, income taxes, and equity-based compensation. Management bases its estimates on historical experience, future expectations and other relevant assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from those estimates.

Going Concern

Going ConcernThe accompanying consolidated financial statements have been prepared under the going concern basis of accounting,

Recent accounting pronouncements

Variable Interest Entity

Noncontrolling Interest

Deconsolidation and discontinued operations

Effect of foreign currency

Comprehensive (Loss) Income

Cash, cash equivalents

Restricted cash

Restricted cash is cash the Company holds for specific reasons and is not available for immediate business use.

Derivatives

Derivatives The Company has historically used derivative instruments to manage exposures to interest rates. Derivatives are recorded on the balance sheet at fair value at each balance sheet date and the Company does not designate whether the derivative instrument is an effective hedge. Changes in the fair values of derivative instruments are recognized in the consolidated statements of operations and comprehensive (loss) income. The Company had entered, and may in the future enter, into derivative contracts related to its debt. Refer to Note 5. Financial instruments for further details regarding the Company’s derivatives.

Fair value

The three levels of inputs used to measure fair value are as follows:

•Level 1—Quoted prices in active markets for identical assets or liabilities;

Revenue recognition, Contract assets, Contract liabilities, Shipping and handling and Contract costs

Revenue recognition

Sale of Products

Pain Treatments

Distributor chargebacks

Discounts and gross-to-net deductions

Surgical Solutions

Restorative Therapies

Product returns

Contract assets

Contract liabilities

Shipping and handling

Contract costs

Accounts receivable, net

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. The Company maintains an estimated allowance for credit losses to provide for receivables the Company does not expect to collect. The Company bases the allowance on an assessment of customer creditworthiness, historical payment experience, the age of outstanding receivables and other information as applicable. 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.

Inventory

Business combinations

Business combinations Accounting for acquisitions requires the Company to recognize separately from goodwill assets acquired and the liabilities assumed at their acquisition date fair values. Goodwill as of the acquisition date is measured as the excess of consideration transferred over the net of the acquisition date fair values of the assets acquired and the liabilities assumed. While best estimates and assumptions are used to accurately value assets acquired and liabilities assumed at the acquisition date, as well as contingent consideration where applicable, estimates are inherently uncertain and subject to refinement. During the measurement period, which may be up to one year from the acquisition date, the Company may record adjustments to the assets acquired and liabilities assumed with a corresponding offset to goodwill. Upon the conclusion of the measurement period or final determination of the values of assets acquired or liabilities assumed, whichever comes first, any subsequent adjustments are recorded within the consolidated statements of operations and comprehensive (loss) income. Subsequent changes in the estimated fair value of contingent consideration are recognized in earnings in the period of change.

Long-lived assets

Long-lived assets The carrying values of property, equipment, intangible assets as well as other long-lived and indefinite lived assets are reviewed for recoverability if the facts and circumstances suggest that a potential impairment may have occurred. If this review indicates that carrying values may not be recoverable, the Company will perform an assessment to determine if an impairment charge is required to reduce carrying values to estimated fair value. If quoted market prices are not available, the Company estimates fair value using an undiscounted value of estimated future cash flows. Upon retirement or sale of property and equipment, the cost of assets disposed of and the related accumulated depreciation and amortization are removed from the accounts, and any resulting gain or loss is included in income from operations. During the year ended December 31, 2021, the Company recognized an impairment of $5,674 on long lived assets related to a VIE of which $5,176 is attributable to the non-controlling interests, refer to Note 4. Acquisitions and investments for further information. Except for the impairment related to the VIE, there were no other events, facts or circumstances for the years ended December 31, 2022, 2021 and 2020 that resulted in any impairment charges to the Company’s property, equipment, intangible or other long-lived assets.

Property and equipment


Computer software and hardware			3 - 5
Demonstration and consignment inventory			5
Furniture and fixtures			3 - 7
Leasehold improvements			3 - 7
Machinery and equipment			3 - 7

Intangible assets and Goodwill

Intangible assets

Finite-lived intangible assets were initially recorded at fair value upon acquisition and are amortized using the straight-line method over their estimated useful lives in years are as follows:


			Weighted Average Useful Life
Intellectual property			18.1
Distribution rights			11.3
Customer relationships			12.0
Developed technology			9.7

Goodwill

Software development costs

Software development costsThe Company capitalizes internal and external costs incurred to develop internal-use software during the application development stage for software design, configuration, coding and testing upon placing the asset in service and then amortizes these costs on a straight-line basis over the estimated useful life of the product, not to exceed three years. The Company does not capitalize costs that are precluded from capitalization in authoritative guidance, such as preliminary project phase costs, training costs or data conversion costs.

Acquired in-process research and development

Equity method investments

Concentration of risk

Concentration of riskThe Company provides credit, in the normal course of business, to its customers. The Company does not require collateral or other securities to support customer receivables. Credit losses are provided for through allowances and have historically been materially within management’s estimates.

Restructuring costs

Restructuring costsThe Company has restructured portions of its operations and future restructuring activities are possible. Identifying and calculating the cost to exit these operations requires certain assumptions to be made, the most significant of which are anticipated future liabilities. Although estimates have been reasonably accurate in the past, significant judgment is required, and these estimates and assumptions may change as additional information becomes available and facts or circumstances change. Restructuring costs are recorded at estimated fair value. Key assumptions in determining the restructuring costs include negotiated terms and payments to terminate contractual obligations.

Equity-based compensation

Advertising costs

Advertising costs Advertising costs include costs incurred to promote the Company’s business and are expensed as incurred and recorded as selling, general and administrative expense within the consolidated statement of operations and comprehensive (loss) income.

Research and development expense

Collaborative agreements

Contingencies

Income taxes

Earnings per share

Significant accounting policies (Tables)

12 Months Ended

Dec. 31, 2022

Accounting Policies [Abstract]

Schedule of Property, Plant and Equipment

The useful lives in years are as follows:


Computer software and hardware			3 - 5
Demonstration and consignment inventory			5
Furniture and fixtures			3 - 7
Leasehold improvements			3 - 7
Machinery and equipment			3 - 7

Property and equipment consisted of the following as of December 31:


	2022		2021
Computer equipment and software	$	33,447	$	24,412
Demonstration and consignment inventory	12,807		10,453
Leasehold improvements	3,350		3,131
Furniture and fixtures	2,356		1,964
Machinery and equipment	2,754		2,722
Assets not yet placed in service	3,805		3,403
	58,519		46,085
Less accumulated depreciation	(30,872)		(23,100)
	$	27,647	$	22,985

Schedule of Finite-Lived Intangible Assets

Finite-lived intangible assets were initially recorded at fair value upon acquisition and are amortized using the straight-line method over their estimated useful lives in years are as follows:


			Weighted Average Useful Life
Intellectual property			18.1
Distribution rights			11.3
Customer relationships			12.0
Developed technology			9.7

Intangible assets consisted of the following as of December 31:


	2022		2021
Intellectual property	$	1,200,249	$	789,195
Distribution rights	61,325		60,700
Customer relationships	67,450		67,450
IPR&D	5,500		5,500
Developed technology and other	13,998		13,999
Total carrying amount	1,348,522		936,844
Less accumulated amortization:
Intellectual property	(199,094)		(140,767)
Distribution rights	(44,319)		(39,379)
Customer relationships	(58,842)		(56,312)
Developed technology and other	(6,276)		(5,031)
Total accumulated amortization	(308,531)		(241,489)
Intangible assets, net before currency translation	1,039,991		695,355
Currency translation	(1,267)		(162)
	$	1,038,724	$	695,193

Schedule of Fair Value, Concentration of Risk

Certain suppliers provide the Company with product that results in a significant percentage of total sales for the years ended December 31 as follows:


	2022		2021		2020
Supplier A	25	%	27	%	26	%
Supplier B	15	%	15	%	15	%
Supplier C	10	%	15	%	17	%
Supplier D	7	%	8	%	10	%

Accounts payable to these significant suppliers at December 31 were as follows:


	2022		2021
Supplier A	$	8,583	$	4,928
Supplier B	$	555	$	200
Supplier C	$	2,673	$	633
Supplier D	$	1,473	$	1,476

Certain products provide the Company with a significant percentage of total sales for the years ended December 31 as follows:


	2022		2021		2020
Product A	25	%	27	%	26	%
Product B	14	%	20	%	27	%
Product C	15	%	15	%	15	%
Product D	10	%	15	%	17	%
Product E	7	%	8	%	10	%

Balance sheet information (Tables)

12 Months Ended

Dec. 31, 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 as of December 31 follows:


	2022		2021
Cash and cash equivalents	$	31,814	$	43,933
Restricted cash
Current	23		5,280
Noncurrent	—		50,000
	$	31,837	$	99,213

Schedule of Restrictions on Cash and Cash Equivalents

A summary of cash and cash equivalents and restricted cash as of December 31 follows:


	2022		2021
Cash and cash equivalents	$	31,814	$	43,933
Restricted cash
Current	23		5,280
Noncurrent	—		50,000
	$	31,837	$	99,213

Schedule of Accounts Receivable

Accounts receivable, net of allowances, consisted of the following as of December 31:


	2022		2021
Accounts receivable	$	143,667	$	128,365
Less: Allowance for credit losses	(7,022)		(3,402)
	$	136,645	$	124,963

Summary of Accounts Receivable, Allowance for Credit Loss

Changes in credit losses were as follows for the years ended December 31:


	2022		2021
Beginning balance	$	(3,402)	$	(3,990)
Provision	(5,190)		(485)
Write-offs	2,105		1,246
Recoveries	(535)		(173)
Ending balance	$	(7,022)	$	(3,402)

Schedule of Inventory

Inventory consisted of the following as of December 31:


	2022		2021
Raw materials and supplies	$	19,775	$	12,213
Finished goods	67,484		50,805
Gross	87,259		63,018
Excess and obsolete reserves	(1,851)		(1,330)
	$	85,408	$	61,688

Changes in excess and obsolete reserves for inventory were as follows for the years ended December 31:


	2022		2021
Beginning balance	$	(1,330)	$	(868)
Provision for losses	(2,088)		(1,835)
Write-offs	1,567		1,373
Ending balance	$	(1,851)	$	(1,330)

Schedule of Prepaid and Other Current Assets

Prepaid and other current assets consisted of the following as of December 31:


	2022		2021
Prepaid taxes	$	4,442	$	12,236
Prepaid and other current assets	14,243		15,003
	$	18,685	$	27,239

Schedule of Property, Plant and Equipment

The useful lives in years are as follows:


Computer software and hardware			3 - 5
Demonstration and consignment inventory			5
Furniture and fixtures			3 - 7
Leasehold improvements			3 - 7
Machinery and equipment			3 - 7

Property and equipment consisted of the following as of December 31:


	2022		2021
Computer equipment and software	$	33,447	$	24,412
Demonstration and consignment inventory	12,807		10,453
Leasehold improvements	3,350		3,131
Furniture and fixtures	2,356		1,964
Machinery and equipment	2,754		2,722
Assets not yet placed in service	3,805		3,403
	58,519		46,085
Less accumulated depreciation	(30,872)		(23,100)
	$	27,647	$	22,985

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

Changes in the carrying amounts of goodwill by reportable segment during the years ended December 31, 2022 and December 31, 2021 are as follows:


	U.S.		International		Consolidated
Balance at December 31, 2020	$	41,040	$	8,760	$	49,800
Additions	97,823		—		97,823
Balance at December 31, 2021	$	138,863	$	8,760	$	147,623
Additions	55,295		4,999		60,294
Deconsolidation of noncontrolling interest	(494)		—		(494)
Purchase accounting adjustments	(4,467)		—		(4,467)
Impairment of goodwill	(189,197)		—		(189,197)
Balance at December 31, 2022	$	—	$	13,759	$	13,759

Schedule of Finite-Lived Intangible Assets

Finite-lived intangible assets were initially recorded at fair value upon acquisition and are amortized using the straight-line method over their estimated useful lives in years are as follows:


			Weighted Average Useful Life
Intellectual property			18.1
Distribution rights			11.3
Customer relationships			12.0
Developed technology			9.7

Intangible assets consisted of the following as of December 31:


	2022		2021
Intellectual property	$	1,200,249	$	789,195
Distribution rights	61,325		60,700
Customer relationships	67,450		67,450
IPR&D	5,500		5,500
Developed technology and other	13,998		13,999
Total carrying amount	1,348,522		936,844
Less accumulated amortization:
Intellectual property	(199,094)		(140,767)
Distribution rights	(44,319)		(39,379)
Customer relationships	(58,842)		(56,312)
Developed technology and other	(6,276)		(5,031)
Total accumulated amortization	(308,531)		(241,489)
Intangible assets, net before currency translation	1,039,991		695,355
Currency translation	(1,267)		(162)
	$	1,038,724	$	695,193

Schedule of Indefinite-Lived Intangible Assets

Intangible assets consisted of the following as of December 31:


	2022		2021
Intellectual property	$	1,200,249	$	789,195
Distribution rights	61,325		60,700
Customer relationships	67,450		67,450
IPR&D	5,500		5,500
Developed technology and other	13,998		13,999
Total carrying amount	1,348,522		936,844
Less accumulated amortization:
Intellectual property	(199,094)		(140,767)
Distribution rights	(44,319)		(39,379)
Customer relationships	(58,842)		(56,312)
Developed technology and other	(6,276)		(5,031)
Total accumulated amortization	(308,531)		(241,489)
Intangible assets, net before currency translation	1,039,991		695,355
Currency translation	(1,267)		(162)
	$	1,038,724	$	695,193

Schedule of Accrued Liabilities

Accrued liabilities consisted of the following as of December 31:


	2022		2021
Gross-to-net deductions	$	71,227	$	67,945
Bonus and commission	9,179		23,342
Compensation and benefits	11,428		10,665
Income and other taxes	2,572		8,139
Other liabilities	17,548		21,382
	$	111,954	$	131,473

Acquisitions and investments (Tables)

12 Months Ended

Dec. 31, 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	410,200
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	333,106
Resulting goodwill	$	60,294

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	58,700
		$	410,200

The following table summarizes the 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 for the years ended December 31:


	2022		2021
	(unaudited)		(unaudited)
Net sales	$	512,117	$	504,619
Net loss	$	(201,790)	$	(88,251)

Financial instruments (Tables)

12 Months Ended

Dec. 31, 2022

Debt Disclosure [Abstract]

Schedule of Long-term Debt Instruments

Long-term debt consisted of the following as of December 31:


	2022		2021
Amended Term Loan due October 2026 (7.69% at December 31, 2022)	$	420,712	$	360,750


Less:
Current portion of long-term debt	(33,056)		(18,038)
Unamortized debt issuance cost	(1,338)		(1,687)
Unamortized discount	(1,308)		(1,381)
	$	385,010	$	339,644

Schedule of Debt

The loan margin is adjusted after the quarterly financial statements are delivered to the lenders in accordance with the below pricing grid, which reflects the margins in effect following the March 2023 amendment to the Amended 2019 Credit Agreement:


Leverage ratio	SOFR		BR
> 4.00 to 1.00	4.25	%	3.25	%
≥ 3.50 to 1.00 and < 4.00 to 1.00	3.75	%	2.75	%
≥ 3.00 to 1.00 and < 3.50 to 1.00	3.25	%	2.25	%
≥ 2.50 to 1.00 and < 3.00 to 1.00	3.00	%	2.00	%
< 2.50 to 1.00	2.75	%	1.75	%

The commitment fee rate is adjusted after the quarterly financial statements are delivered to lenders based on the below pricing grid, which remained unchanged following the March 2023 amendment to the Amended 2019 Credit Agreement:


Leverage ratio	Commitment Fee Rate
≥ 2.50 to 1.00	0.30	%
< 2.50 to 1.00	0.20	%

- Definition

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

+ References

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-Publisher FASB
-Name Accounting Standards Codification
-Topic 235
-SubTopic 10
-Section S99
-Paragraph 3
-Subparagraph (SX 210.12-04(a))
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Reference 3: http://fasb.org/us-gaap/role/ref/legacyRef
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Reference 5: http://www.xbrl.org/2003/role/exampleRef
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Reference 6: http://fasb.org/us-gaap/role/ref/legacyRef
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Reference 7: http://www.xbrl.org/2003/role/exampleRef
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-URI https://asc.fasb.org/extlink&oid=123466577&loc=SL123495743-112612

Reference 8: http://fasb.org/us-gaap/role/ref/legacyRef
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Reference 9: http://fasb.org/us-gaap/role/ref/legacyRef
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Reference 10: http://fasb.org/us-gaap/role/ref/legacyRef
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-Name Accounting Standards Codification
-Topic 942
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-URI https://asc.fasb.org/extlink&oid=123599511&loc=d3e64711-112823

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+ Details

Fair value measurements (Tables)

12 Months Ended

Dec. 31, 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:


	December 31, 2022						December 31, 2021
	Total		Level 2		Level 3		Total		Level 2		Level 3
Assets:
Interest rate swap	$	—	$	—	$	—	$	1,128	$	1,128	$	—
Liabilities:
Deferred Amount - Current	$	117,615	$	—	$	117,615	$	—	$	—	$	—
Deferred Amount - Long Term	79,269		—		79,269		—		—		—
CartiHeal Contingent Consideration	67,251		—		67,251		—		—		—
Bioness Contingent Consideration	17,431		—		17,431		16,329		—		16,329
Total liabilities:	$	281,566	$	—	$	281,566	$	16,329	$	—	$	16,329

Schedule of Fair Value Measurement Inputs and Valuation Techniques

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

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

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

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


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

Equity-based compensation (Tables)

12 Months Ended

Dec. 31, 2022

Compensation And Employee Benefit Plans [Abstract]

Schedule of Nonvested Restricted Stock Units Activity

A summary of the RSU award activity for the years ended December 31, 2022 and 2021 are as follows (number of units in thousands):


	Number of units	Weighted-average grant-date fair value per unit
Unvested at December 31, 2020	—	$	—
Granted	1,032	14.41
Forfeited or canceled	(8)	13.86
Unvested at December 31, 2021	1,024	14.41
Granted	1,248	10.73
Vested	(756)	14.74
Forfeited or canceled	(327)	8.45
Unvested at December 31, 2022	1,189	$	11.96

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 years ended December 31, 2022 and December 31, 2021 are shown in the following table:


	2022		2021
Risk-free interest rate	1.8% - 4.3%		0.59% - 1.32%
Expected dividend yield	—	%	—	%
Expected stock price volatility	33.2% - 35.2%		33.0% - 36.0%
Expected life of stock options (years)	6.25		4.17 - 6.25

Schedule of Stock Options Roll Forward

A summary of stock option activity is as follows for the years ended December 31, 2022 and 2021 (number of options in thousands):


	Number of options	Weighted-average exercise price		Weighted average remaining contractual term (in years)	Aggregate intrinsic value
Outstanding at December 31, 2020	—	$	—
Granted	8,442	11.12
Exercised	(74)	6.00
Forfeited or canceled	(4)	13.00
Outstanding at December 31, 2021	8,364	11.16		8.32	$	28,315
Granted	2,606	12.19
Exercised	(680)	6.28
Forfeited or canceled	(1,380)	12.38
Outstanding at December 31, 2022	8,910	11.65		7.74	$	2,970
Exercisable and vested at December 31, 2022	3,770	$	10.14	6.49	$	2,970

Stockholders’ equity (Tables)

12 Months Ended

Dec. 31, 2022

Equity [Abstract]

Schedule of Other Ownership Interests

The following table summarizes the ownership interest in BV LLC as of December 31 (number of units in thousands):


	2022			2021
	LLC Interests	Ownership %		LLC Interests	Ownership %
Number of LLC Interests owned
Bioventus Inc.	62,063	79.7	%	59,548	79.0	%
Continuing LLC Owner	15,787	20.3	%	15,787	21.0	%
Total	77,850	100.0	%	75,335	100.0	%

Earnings per share (Tables)

12 Months Ended

Dec. 31, 2022

Earnings Per Share [Abstract]

Schedule of Loss 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):


	Year Ended December 31, 2022		February 16, 2021 through December 31, 2021
Numerator:
Net loss	$	(213,391)	$	(16,391)
Net loss attributable to noncontrolling interests	54,687		9,789
Net loss attributable to Bioventus Inc. Class A common stockholders	$	(158,704)	$	(6,602)

Denominator:
Weighted-average shares of Class A common stock outstanding - basic and diluted	61,389,107		45,472,483

Net loss per share of Class A common stock, basic and diluted	$	(2.59)	$	(0.15)

Schedule of Antidilutive Securities


	Year Ended December 31, 2022	February 16, 2021 through December 31, 2021
LLC Interests held by Continuing LLC Owner(a)	15,786,737	15,786,737
Stock options	7,679,780	5,373,442
RSUs	710,807	966,673
Unvested shares of Class A common stock	—	30,056
Total	24,177,324	22,156,908

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

Restructuring costs (Tables)

12 Months Ended

Dec. 31, 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 acquired comprised of the following:


	Employee severance and temporary labor costs		Other charges		Total
Balance at December 31, 2020	$	166	$	81	$	247
Expenses incurred	2,351		136		2,487
Payments made	(1,117)		(81)		(1,198)
Balance at December 31, 2021	1,400		136		1,536
Expenses incurred	5,172		1,607		6,779
Payments made	(2,812)		(1,743)		(4,555)
Balance at December 31, 2022	$	3,760	$	—	$	3,760

Income taxes (Tables)

12 Months Ended

Dec. 31, 2022

Income Tax Disclosure [Abstract]

Schedule of Income (Loss) before Income Tax, Domestic and Foreign

The components of (loss) income before income taxes for the years ended December 31 are as follows:


	2022		2021		2020
United States	$	(215,638)	$	9,511	$	15,527
International	(48,261)		(1,891)		387
(Loss) income before income taxes	$	(263,899)	$	7,620	$	15,914

Schedule of Components of Income Tax Expense (Benefit)

The provision for income taxes on operations consists of the following for the years ended December 31:


	2022		2021		2020
Current:
United States federal	$	2,092	$	5,675	$	782
United States state and local	(96)		1,750		214
International	289		367		707
Total current	2,285		7,792		1,703

Deferred:
United States federal	(42,047)		(9,015)		(508)
United States state and local	(7,897)		(533)		(3)
International	(2,849)		(210)		—
Total deferred	(52,793)		(9,758)		(511)
Total income tax (benefit) expense	$	(50,508)	$	(1,966)	$	1,192

Schedule of Effective Income Tax Rate Reconciliation

The differences between the effective income tax rate and the federal statutory income tax rates for the years ended December 31 are as follows:


	2022		2021		2020
U.S. statutory federal corporate income tax rate	21.0	%	21.0	%	21.0	%
Noncontrolling interest	(4.6)		(18.6)		—
LLC flow-through structure	3.9		(70.4)		(20.1)
Non-deductible expenses	—		43.8		—
State and local income taxes, net of federal benefit	3.0		11.8		1.5
Change in valuation allowance	(0.3)		7.0		—
Research and other tax credits	0.2		(4.5)		—
Organizational Transactions	(0.4)		(8.6)		—
Uncertain tax positions	(0.6)		(9.0)		—
Foreign rate differential	—		(0.9)		1.2
GAAP Impairment	(2.5)		—		—
Other	(0.6)		2.6		3.9
Effective income tax rate	19.1	%	(25.8	%)	7.5	%

Schedule of Deferred Tax Assets and Liabilities

The components of the deferred taxes were as follows:


	2022		2021
Deferred tax assets:
Net operating losses and tax credit carryforwards	$	31,688	$	16,303
Transaction costs	980		969
Accrued liabilities	168		862
Fixed assets	30		644
Interest	7,020		—
Other	1,314		925
Gross deferred tax assets	41,200		19,703
Valuation allowance	(2,536)		(2,320)
Total deferred tax assets	38,664		17,383
Deferred tax liability:
Investment in Bioventus LLC	98,705		145,537
Acquired intangible	93,798		4,157
Operating lease assets	162		726
	192,665		150,420
Net deferred tax liability	$	154,001	$	133,037

Schedule of Unrecognized Tax Benefits Roll Forward

A reconciliation of the gross unrecognized tax benefits (excluding interest and penalties) for the year ended December 31, 2022 follows:


Beginning of the period	$	4,517
Additions for current year tax positions	(1,452)
Expiration of statutes	2,818
End of the period	$	5,883

Commitments and contingencies (Tables)

12 Months Ended

Dec. 31, 2022

Commitments and Contingencies Disclosure [Abstract]

Schedule of Lease, Cost

The components of lease cost were as follows for the years ended December 31:


	2022		2021		2020
Operating lease cost	$	4,557	$	3,478	$	2,610
Short-term lease cost(a)	691		668		388



Total lease cost	$	5,248	$	4,146	$	2,998

(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 for the years ended December 31:


	2022		2021		2020
Operating cash flows from operating leases	$	4,374	$	3,616	$	2,567




Right-of-use assets obtained in exchange for operating lease obligations	$	4,792	$	4,665	$	1,497

Schedule of Assets and Liabilities, Lessee

Supplemental balance sheet and other information related to operating leases were as follows for the years ended December 31:


	2022			2021
Operating lease assets	$	17,308		$	17,186

Operating lease liabilities- current	$	3,728		$	3,504
Operating lease liabilities- noncurrent	14,797			15,038
Total operating lease liabilities	$	18,525		$	18,542








Weighted average remaining lease term (years)
Weighted average remaining lease term (years) for operating leases	4.8			5.6


Weighted average discount rate for operating leases	4.8		%	4.7		%

Schedule of Maturities of Operating Lease Liabilities

Maturities of operating lease liabilities as of December 31, 2022 were as follows:


2023	$	4,491
2024	4,650
2025	4,237
2026	3,248
2027	2,653
Thereafter	1,384
Total future lease payments(a)	20,663
Less imputed interest	(2,138)
Present value of future lease payments	$	18,525

Revenue recognition (Tables)

12 Months Ended

Dec. 31, 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 for the years ended December 31:


	2022		2021		2020
U.S.
Pain Treatments	$	194,830	$	201,068	$	156,576
Restorative Therapies	134,214		103,009		76,633
Surgical Solutions	126,207		83,476		60,488
Total U.S. net sales	455,251		387,553		293,697

International
Pain Treatments	21,495		20,539		$	14,602
Restorative Therapies	20,420		18,563		11,991
Surgical Solutions	14,951		4,243		871
Total International net sales	56,866		43,345		27,464

Total net sales	$	512,117	$	430,898	$	321,161

Segments (Tables)

12 Months Ended

Dec. 31, 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 for the years ended December 31:


	2022		2021		2020
Segment adjusted EBITDA
U.S.	$	56,231	$	70,640	$	69,252
International	10,078		10,119		3,191
Interest expense, net	(25,795)		(1,112)		(9,751)
Depreciation and amortization	(66,803)		(34,875)		(28,643)
Acquisition and related costs	(27,081)		(22,964)		(166)
Remeasurement gain on equity method investment	23,709		—		(6,172)
Restructuring and succession charges	(7,453)		(3,717)		—
Equity compensation	(17,585)		4,512		(10,103)
COVID-19 benefits, net	—		—		4,123
Equity loss in unconsolidated investments	(1,003)		(1,868)		(467)
Foreign currency impact	(250)		(132)		117
Impairment of goodwill	(189,197)		—		—
Asset impairment charges	(10,285)		—		—
Impairments related to variable interest entity	—		(7,043)		—
Other items	(8,465)		(5,940)		(5,467)
(Loss) income before income taxes	$	(263,899)	$	7,620	$	15,914

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, 2022 USD ($) employee segment	Dec. 31, 2021 USD ($)	Dec. 31, 2020 USD ($)
Class of Stock [Line Items]
Payment of underwriting discounts and commissions		$ 0	$ 1,838	$ 0
Number of reportable segments \| segment		2
Payroll taxes deferred due to CARES Act				1,889
Payment of accrued payroll taxes		$ 1,440	1,440
Cash received from provident relief fund				4,101
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 \| BV LLC
Class of Stock [Line Items]
Number of entities acquired \| business	10
Number of shares issued in acquisition (in shares) \| shares	31,838,589
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
Class of Stock [Line Items]
Number of employees \| employee		1,120
Number of LLC interest held (in shares) \| shares	31,838,589

Significant accounting policies - Narrative (Details)	12 Months Ended
Significant accounting policies - Narrative (Details)	Dec. 31, 2022 USD ($) reporting_unit	Dec. 31, 2021 USD ($)	Dec. 31, 2020 USD ($)
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items]
Foreign currency impact	$ (250,000)	$ (132,000)	$ 117,000
Contract assets, current	267,000	82,000
Contract liabilities, current	2,895,000	2,399,000
Impairments related to variable interest entity	$ 199,482,000	0	0
Number of reporting units \| reporting_unit	2
Goodwill impairment charges	$ 189,197,000	0	0
Capitalized software costs	31,041,000	20,706,000
Capitalized software, accumulated amortization	20,997,000	15,491,000
Capitalized software amortization expense	4,449,000	2,227,000	1,184,000
Advertising costs	$ 5,203,000	3,873,000	$ 2,769,000
Software Development
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items]
Useful life	3 years
Harbor Medtech Inc
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items]
Impairments related to variable interest entity		5,674,000
Harbor Medtech Inc \| Non- controlling Interest
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items]
Impairments related to variable interest entity		$ 5,176,000

Significant accounting policies - Property and equipment useful lives (Details)	12 Months Ended
	Dec. 31, 2022
Computer software and hardware \| Minimum
Property, Plant and Equipment [Line Items]
Useful life	3 years
Computer software and hardware \| Maximum
Property, Plant and Equipment [Line Items]
Useful life	5 years
Demonstration and consignment inventory
Property, Plant and Equipment [Line Items]
Useful life	5 years
Furniture and fixtures \| Minimum
Property, Plant and Equipment [Line Items]
Useful life	3 years
Furniture and fixtures \| Maximum
Property, Plant and Equipment [Line Items]
Useful life	7 years
Leasehold improvements \| Minimum
Property, Plant and Equipment [Line Items]
Useful life	3 years
Leasehold improvements \| Maximum
Property, Plant and Equipment [Line Items]
Useful life	7 years
Machinery and equipment \| Minimum
Property, Plant and Equipment [Line Items]
Useful life	3 years
Machinery and equipment \| Maximum
Property, Plant and Equipment [Line Items]
Useful life	7 years

Significant accounting policies - Intangible assets useful lives (Details)	12 Months Ended
	Dec. 31, 2022
Intellectual property
Finite-Lived Intangible Assets [Line Items]
Weighted Average Useful Life	18 years 1 month 6 days
Distribution rights
Finite-Lived Intangible Assets [Line Items]
Weighted Average Useful Life	11 years 3 months 18 days
Customer relationships
Finite-Lived Intangible Assets [Line Items]
Weighted Average Useful Life	12 years
Developed technology
Finite-Lived Intangible Assets [Line Items]
Weighted Average Useful Life	9 years 8 months 12 days

Significant accounting policies - Concentration of risk (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Product Information [Line Items]
Accounts payable	$ 37,549	$ 16,915
Supplier Concentration Risk \| Revenue from Contract with Customer Benchmark \| Supplier A
Product Information [Line Items]
Concentration risk percentage	25.00%	27.00%	26.00%
Supplier Concentration Risk \| Revenue from Contract with Customer Benchmark \| Supplier B
Product Information [Line Items]
Concentration risk percentage	15.00%	15.00%	15.00%
Supplier Concentration Risk \| Revenue from Contract with Customer Benchmark \| Supplier C
Product Information [Line Items]
Concentration risk percentage	10.00%	15.00%	17.00%
Supplier Concentration Risk \| Revenue from Contract with Customer Benchmark \| Supplier D
Product Information [Line Items]
Concentration risk percentage	7.00%	8.00%	10.00%
Supplier Concentration Risk \| Accounts Payable \| Supplier A
Product Information [Line Items]
Accounts payable	$ 8,583	$ 4,928
Supplier Concentration Risk \| Accounts Payable \| Supplier B
Product Information [Line Items]
Accounts payable	555	200
Supplier Concentration Risk \| Accounts Payable \| Supplier C
Product Information [Line Items]
Accounts payable	2,673	633
Supplier Concentration Risk \| Accounts Payable \| Supplier D
Product Information [Line Items]
Accounts payable	$ 1,473	$ 1,476
Product Concentration Risk \| Revenue from Contract with Customer Benchmark \| Product A
Product Information [Line Items]
Concentration risk percentage	25.00%	27.00%	26.00%
Product Concentration Risk \| Revenue from Contract with Customer Benchmark \| Product B
Product Information [Line Items]
Concentration risk percentage	14.00%	20.00%	27.00%
Product Concentration Risk \| Revenue from Contract with Customer Benchmark \| Product C
Product Information [Line Items]
Concentration risk percentage	15.00%	15.00%	15.00%
Product Concentration Risk \| Revenue from Contract with Customer Benchmark \| Product D
Product Information [Line Items]
Concentration risk percentage	10.00%	15.00%	17.00%
Product Concentration Risk \| Revenue from Contract with Customer Benchmark \| Product E
Product Information [Line Items]
Concentration risk percentage	7.00%	8.00%	10.00%

Balance sheet information - Cash, cash equivalents and restricted cash (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Cash and cash equivalents	$ 31,814	$ 43,933
Restricted cash
Current	23	5,280
Noncurrent	0	50,000
Cash, cash equivalents, and restricted cash	$ 31,837	$ 99,213	$ 86,839	$ 64,520

Balance sheet information - Components of accounts receivable (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Accounts receivable	$ 143,667	$ 128,365
Less: Allowance for credit losses	(7,022)	(3,402)
Accounts receivable, net	$ 136,645	$ 124,963

Balance sheet information - Components of accounts receivable (Narrative) (Details)	12 Months Ended
	Dec. 31, 2022
Accounts Receivable \| Customer \| Customer One
Concentration Risk [Line Items]
Concentration risk percentage	12.10%

Balance sheet information - Allowance for credit loss (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Accounts Receivable, Allowance for Credit Loss [Roll Forward]
Beginning balance	$ (3,402)	$ (3,990)
Provision	(5,190)	(485)	$ (1,215)
Write-offs	2,105	1,246
Recoveries	(535)	(173)
Ending balance	$ (7,022)	$ (3,402)	$ (3,990)

Balance sheet information - Inventory (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Raw materials and supplies	$ 19,775	$ 12,213
Finished goods	67,484	50,805
Gross	87,259	63,018
Excess and obsolete reserves	(1,851)	(1,330)	$ (868)
Inventory, net	$ 85,408	$ 61,688

Balance sheet information - Changes in excess and obsolete reserves for inventory (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Changes In Excess And Obsolete Reserves For Inventory [Roll Forward]
Beginning balance	$ (1,330)	$ (868)
Provision for losses	(2,088)	(1,835)
Write-offs	1,567	1,373
Balance, end of period	$ (1,851)	$ (1,330)

Balance sheet information - Prepaid and other current assets (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Prepaid taxes	$ 4,442	$ 12,236
Prepaid and other current assets	14,243	15,003
Prepaid and other current assets	$ 18,685	$ 27,239

Balance sheet information - Property, plant and equipment (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Property, Plant and Equipment [Line Items]
Property, plant and equipment, gross	$ 58,519	$ 46,085
Less accumulated depreciation	(30,872)	(23,100)
Property and equipment, net	27,647	22,985
Computer software and hardware
Property, Plant and Equipment [Line Items]
Property, plant and equipment, gross	33,447	24,412
Demonstration and consignment inventory
Property, Plant and Equipment [Line Items]
Property, plant and equipment, gross	12,807	10,453
Leasehold improvements
Property, Plant and Equipment [Line Items]
Property, plant and equipment, gross	3,350	3,131
Furniture and fixtures
Property, Plant and Equipment [Line Items]
Property, plant and equipment, gross	2,356	1,964
Machinery and equipment
Property, Plant and Equipment [Line Items]
Property, plant and equipment, gross	2,754	2,722
Assets not yet placed in service
Property, Plant and Equipment [Line Items]
Property, plant and equipment, gross	$ 3,805	$ 3,403

Balance sheet information - Property, plant and equipment (Narrative) (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Depreciation	$ 5,766	$ 3,204	$ 2,106

Balance sheet information - Changes in the carrying amounts of goodwill by reportable segment (Details) - USD ($)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Goodwill [Roll Forward]
Beginning balance	$ 147,623,000	$ 49,800,000
Additions	60,294,000	97,823,000
Deconsolidation of noncontrolling interest	(494,000)
Purchase accounting adjustments	(4,467,000)
Impairment of goodwill and asset impairment charges	(189,197,000)	0	$ 0
Ending balance	13,759,000	147,623,000	49,800,000
U.S.
Goodwill [Roll Forward]
Beginning balance	138,863,000	41,040,000
Additions	55,295,000	97,823,000
Deconsolidation of noncontrolling interest	(494,000)
Purchase accounting adjustments	(4,467,000)
Impairment of goodwill and asset impairment charges	(189,197,000)
Ending balance	0	138,863,000	41,040,000
International
Goodwill [Roll Forward]
Beginning balance	8,760,000	8,760,000
Additions	4,999,000	0
Deconsolidation of noncontrolling interest	0
Purchase accounting adjustments	0
Impairment of goodwill and asset impairment charges	0
Ending balance	$ 13,759,000	$ 8,760,000	$ 8,760,000

- 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) - USD ($)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Goodwill [Line Items]
Impairment of goodwill	$ (189,197,000)	$ 0	$ 0
U.S.
Goodwill [Line Items]
Impairment of goodwill	$ (189,197,000)

Balance sheet information - Intangible assets (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Finite-Lived Intangible Assets [Line Items]
Total carrying amount	$ 1,348,522	$ 936,844
Total accumulated amortization	(308,531)	(241,489)
Intangible assets, net before currency translation	1,039,991	695,355
Currency translation	(1,267)	(162)
Intangible assets, net	1,038,724	695,193
IPR&D
Finite-Lived Intangible Assets [Line Items]
Indefinite-lived intangible assets	5,500	5,500
Intellectual property
Finite-Lived Intangible Assets [Line Items]
Finite-lived intangible assets, gross	1,200,249	789,195
Total accumulated amortization	(199,094)	(140,767)
Distribution rights
Finite-Lived Intangible Assets [Line Items]
Finite-lived intangible assets, gross	61,325	60,700
Total accumulated amortization	(44,319)	(39,379)
Customer relationships
Finite-Lived Intangible Assets [Line Items]
Finite-lived intangible assets, gross	67,450	67,450
Total accumulated amortization	(58,842)	(56,312)
Developed technology and other
Finite-Lived Intangible Assets [Line Items]
Finite-lived intangible assets, gross	13,998	13,999
Total accumulated amortization	$ (6,276)	$ (5,031)

Balance sheet information - Intangible assets (Narrative) (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Intangible assets	$ 410,200	$ 545,000
Amortization of intangible assets	67,042	35,480	$ 27,565
Amortization expense included in ending inventory	20,975	$ 12,179	$ 7,455
Expected future amortization, year one	78,987
Expected future amortization, year two	77,919
Expected future amortization, year three	75,185
Expected future amortization, year four	72,057
Expected future amortization, year five	$ 71,171

Balance sheet information - Accrued liabilities (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Gross-to-net deductions	$ 71,227	$ 67,945
Bonus and commission	9,179	23,342
Compensation and benefits	11,428	10,665
Income and other taxes	2,572	8,139
Other liabilities	17,548	21,382
Accrued liabilities	$ 111,954	$ 131,473

Acquisitions and investments - Narrative (Details)					1 Months Ended	6 Months Ended	12 Months Ended
Acquisitions and investments - Narrative (Details)	Feb. 27, 2023	Jul. 12, 2022 USD ($) tranche	Oct. 29, 2021 USD ($)	Mar. 30, 2021 USD ($)	Dec. 31, 2022 USD ($)	Jul. 02, 2022 USD ($)	Dec. 31, 2022 USD ($)	Dec. 31, 2021 USD ($)	Dec. 31, 2020 USD ($)	Jun. 17, 2022 USD ($)	Aug. 31, 2021 USD ($)	Aug. 23, 2021 USD ($)
Business Acquisition [Line Items]
Impairments related to variable interest entity							$ 199,482,000	$ 0	$ 0
Harbor Medtech Inc
Business Acquisition [Line Items]
Impairments related to variable interest entity								5,674,000
Impairment of variable interest entity assets, attributable to noncontrolling interest								5,176,000
Impairment of variable interest entity								1,369,000
Variable Interest Entity, Primary Beneficiary \| Harbor Medtech Inc
Business Acquisition [Line Items]
Impairments related to variable interest entity								5,674,000
CartiHeal Ltd
Business Acquisition [Line Items]
Income (loss) from equity method investments							$ (1,003,000)	(1,868,000)	$ (467,000)
Trice Medical, Inc
Business Acquisition [Line Items]
Impairments related to variable interest entity					$ 10,285,000
Investment owned, cost												$ 10,000,000
Investment owned, ownership percentage												8.40%
Series G Preferred Stock \| CartiHeal Ltd
Business Acquisition [Line Items]
Investments		$ 15,768,000						16,771,000
Series C Preferred Stock \| Variable Interest Entity, Primary Beneficiary \| Harbor Medtech Inc
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					$ 4,436,000
Number of tranches \| tranche		5
Income (loss) from acquiree since acquisition date							(69,441,000)
Revenue of acquiree since acquisition date							0
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					$ 4,999,000		$ 4,999,000
CartiHeal Ltd \| Subsequent Event
Business Acquisition [Line Items]
Business acquisition, percentage of shares transferred to trustee	100.00%
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 \| Line of Credit \| Term Loan Facility
Business Acquisition [Line Items]
Financing arrangement		$ 50,000,000
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
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

Acquisitions and investments - Consideration transferred (Details) - USD ($) $ / shares in Units, $ in Thousands			12 Months Ended
	Jul. 12, 2022	Oct. 29, 2021	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020	Jul. 11, 2022
Business Acquisition [Line Items]
Remeasurement gain			$ 23,709	$ 0	$ 511
CartiHeal Ltd
Business Acquisition [Line Items]
Cash consideration	$ 100,000
Total consideration	393,400
Total consideration	$ 315,000
Remeasurement gain			$ 23,709
Contingent consideration transferred percentage	89.97%
CartiHeal Ltd \| Estimate of Fair Value Measurement
Business Acquisition [Line Items]
Cash consideration	$ 100,000
Transaction 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

Acquisitions and investments - Fair value of assets acquired and liabilities assumed (Details) - USD ($) $ in Thousands	Jul. 12, 2022	Oct. 29, 2021	Dec. 31, 2022	Jul. 02, 2022	Dec. 31, 2021	Dec. 31, 2020
Assets acquired and liabilities assumed:
Goodwill			$ 13,759		$ 147,623	$ 49,800
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	410,200
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	333,106
Goodwill	$ 60,294
Misonix, Inc
Business Acquisition [Line Items]
Fair value of consideration		$ 525,316
Assets acquired and liabilities assumed:
Cash and cash equivalents		7,126
Accounts receivable		13,301
Inventory		23,428
Prepaid and other current assets		419
Property and equipment, net		10,280
Intangible assets		486,500
Operating lease assets		1,049
Deferred tax assets		6,448		$ 6,448
Other assets		77
Accounts payable and accrued liabilities		(16,888)
Other current liabilities		(589)
Deferred income taxes		(94,012)
Other liabilities		(1,351)
Net assets acquired		435,788
Goodwill		$ 89,528

Acquisitions and investments - Components of intangible assets acquired (Details) - USD ($) $ in Thousands	Jul. 12, 2022	Oct. 29, 2021
CartiHeal Ltd
Business Acquisition [Line Items]
Intangible assets	$ 410,200
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	$ 58,700
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

Acquisitions and investments - Pro forma results (Details) - Bioness, Misonix and CartiHeal - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Business Acquisition [Line Items]
Net sales	$ 512,117	$ 504,619
Net loss	$ (201,790)	$ (88,251)

Financial instruments - Schedule Of Long-Term Debt (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Debt Instrument [Line Items]
Current portion of long-term debt	$ (33,056)	$ (18,038)
Unamortized debt issuance cost	(1,338)	(1,687)
Unamortized discount	(1,308)	(1,381)
Long-term debt, less current portion	385,010	339,644
Secured Debt \| Term Loan Facilities
Debt Instrument [Line Items]
Long-term debt, gross	$ 420,712	$ 360,750
Effective interest rate	7.69%

Financial instruments - Narrative (Details)							2 Months Ended	12 Months Ended
Financial instruments - Narrative (Details)	Mar. 31, 2023 USD ($)	Oct. 28, 2022 USD ($)	Jul. 12, 2022	Jul. 11, 2022 USD ($)	Oct. 29, 2021 USD ($)	Dec. 06, 2019 USD ($)	Feb. 28, 2023 USD ($)	Dec. 31, 2022 USD ($) letter_of_credit derivative	Dec. 31, 2021 USD ($)	Dec. 31, 2020 USD ($)
Debt Instrument [Line Items]
Borrowing on revolver								$ 25,000,000	$ 20,000,000	$ 49,000,000
Original issue discount								1,308,000	1,381,000
Deferred financing costs								1,338,000	1,687,000
Loss on debt refinancing and modification								0	2,162,000	0
Contractual maturities year one								33,056,000
Contractual maturities year two								33,056,000
Contractual maturities year three								44,075,000
Contractual maturities year four								310,525,000
Interest paid								$ 18,043,000	5,837,000	7,486,000
Interest Rate Swap
Debt Instrument [Line Items]
Number of interest rate swap agreements \| derivative								1
Received settlement		$ 7,738,000
Interest income (expense), net								$ 6,396,000	2,730,000	(1,599,000)
Secured Debt \| Subsequent Event
Debt Instrument [Line Items]
Minimum liquidity	$ 10,000,000
Increase to applicable margin	1.00%
Secured Debt \| Subsequent Event \| Debt Instrument, Covenant Period One
Debt Instrument [Line Items]
Maximum debt leverage ratio	6.84
Debt instrument, covenant, minimum interest coverage ratio	2.25
Secured Debt \| Subsequent Event \| Debt Instrument, Covenant Period Two
Debt Instrument [Line Items]
Maximum debt leverage ratio	6.50
Debt instrument, covenant, minimum interest coverage ratio	2.21
Secured Debt \| Subsequent Event \| Debt Instrument, Covenant Period Three
Debt Instrument [Line Items]
Maximum debt leverage ratio	7.26
Debt instrument, covenant, minimum interest coverage ratio	1.70
Secured Debt \| Subsequent Event \| Debt Instrument, Covenant Period Four
Debt Instrument [Line Items]
Maximum debt leverage ratio	5.64
Debt instrument, covenant, minimum interest coverage ratio	1.98
Secured Debt \| Subsequent Event \| Debt Instrument, Covenant Period Five
Debt Instrument [Line Items]
Maximum debt leverage ratio	5.65
Debt instrument, covenant, minimum interest coverage ratio	2.25
Secured Debt \| Subsequent Event \| Debt Instrument, Covenant Period Six
Debt Instrument [Line Items]
Maximum debt leverage ratio	4.25
Debt instrument, covenant, minimum interest coverage ratio	2.25
Secured Debt \| Subsequent Event \| Debt Instrument, Covenant Period Seven
Debt Instrument [Line Items]
Maximum debt leverage ratio	4.25
Debt instrument, covenant, minimum interest coverage ratio	2.25
Secured Debt \| Subsequent Event \| Debt Instrument, Covenant Period Eight
Debt Instrument [Line Items]
Maximum debt leverage ratio	4.00
Debt instrument, covenant, minimum interest coverage ratio	3.00
Secured Debt \| Subsequent Event \| Debt Instrument, Covenant, Certain Events
Debt Instrument [Line Items]
Maximum debt leverage ratio	4.50
Secured Debt \| SOFR
Debt Instrument [Line Items]
Debt instrument, lending margin, interest rate			3.25%
Secured Debt \| SOFR \| Subsequent Event
Debt Instrument [Line Items]
Debt instrument, lending margin, interest rate	4.25%
Secured Debt \| Base Rate
Debt Instrument [Line Items]
Debt instrument, lending margin, interest rate			2.25%
Secured Debt \| Base Rate \| Subsequent Event
Debt Instrument [Line Items]
Debt instrument, lending margin, interest rate	3.25%
Secured Debt \| Term Loan Facilities \| Level 2
Debt Instrument [Line Items]
Long-term debt, fair value								$ 410,195,000
Line of Credit
Debt Instrument [Line Items]
Loss on debt refinancing and modification									2,162,000
Weighted average interest rate								7.72%
Line of Credit \| Secured Debt
Debt Instrument [Line Items]
Debt instrument, face amount						$ 200,000,000
Payment for debt extinguishment or debt prepayment cost					$ 80,000,000
Deferred financing costs									3,174,000
Line of Credit \| Secured Debt \| Term Loan
Debt Instrument [Line Items]
Debt instrument, face amount					$ 360,750,000
Line of Credit \| Secured Debt \| July 2022 Term Loan Facility
Debt Instrument [Line Items]
Borrowing on revolver				$ 80,000,000
Original issue discount				240,000
Deferred financing costs				101,000					1,421,000
Payments of financing costs				0					3,318,000
Loss on debt refinancing and modification				0
Amortization of debt issuance costs									1,897,000
Interest expense, debt									269,000
Debt instrument, periodic payment, principal, year one and two								$ 8,264,000
Debt instrument, periodic payment, principal, year three and four								11,019,000
Debt instrument, final periodic payment								277,467,000
Line of Credit \| Secured Debt \| Term Loan Facilities
Debt Instrument [Line Items]
Original issue discount								1,308,000
Deferred financing costs								1,338,000
Interest expense, debt								853,000	588,000	$ 543,000
Long-term debt								418,066,000
Line of Credit \| Revolving Credit Facility
Debt Instrument [Line Items]
Line of credit facility, borrowing capacity						$ 50,000,000
Repayment on revolver				$ 25,000,000
Deferred financing costs									893,000
Debt instrument, term						5 years
Outstanding borrowings on line of credit								$ 0	$ 0
Commitment fee rate								0.30%
Line of Credit \| Revolving Credit Facility \| Subsequent Event
Debt Instrument [Line Items]
Borrowing on revolver							$ 49,000,000
Line of Credit \| Letter of Credit
Debt Instrument [Line Items]
Line of credit facility, borrowing capacity						$ 7,500,000
Line of credit facility, number of LOCs outstanding \| letter_of_credit								1
Line of credit facility, remaining borrowing capacity								$ 50,000,000
Line of credit, unused capacity, commitment fee								0.125%
Line of Credit \| Bridge Loan
Debt Instrument [Line Items]
Outstanding borrowings on line of credit								$ 0

Financial instruments - Loan Margins and Commitment Fee Rates (Details)	12 Months Ended
	Dec. 31, 2022
Line of Credit \| Revolving Credit Facility
Debt Instrument [Line Items]
Commitment fee rate	0.30%
Debt Covenant, Range One \| Line of Credit \| Revolving Credit Facility
Debt Instrument [Line Items]
Commitment fee rate	0.30%
Debt Covenant, Range One \| SOFR
Debt Instrument [Line Items]
Debt instrument, lending margin, interest rate	4.25%
Debt Covenant, Range One \| Base Rate
Debt Instrument [Line Items]
Debt instrument, lending margin, interest rate	3.25%
Debt Covenant, Range One \| Minimum
Debt Instrument [Line Items]
Debt instrument, leverage ratio	4.00
Debt Covenant, Range One \| Minimum \| Line of Credit \| Revolving Credit Facility
Debt Instrument [Line Items]
Debt instrument, leverage ratio	0.0250
Debt Covenant, Range Two \| Line of Credit \| Revolving Credit Facility
Debt Instrument [Line Items]
Commitment fee rate	0.20%
Debt Covenant, Range Two \| SOFR
Debt Instrument [Line Items]
Debt instrument, lending margin, interest rate	3.75%
Debt Covenant, Range Two \| Base Rate
Debt Instrument [Line Items]
Debt instrument, lending margin, interest rate	2.75%
Debt Covenant, Range Two \| Minimum
Debt Instrument [Line Items]
Debt instrument, leverage ratio	3.50
Debt Covenant, Range Two \| Maximum
Debt Instrument [Line Items]
Debt instrument, leverage ratio	4.00
Debt Covenant, Range Two \| Maximum \| Line of Credit \| Revolving Credit Facility
Debt Instrument [Line Items]
Debt instrument, leverage ratio	0.0250
Debt Covenant, Range Three \| SOFR
Debt Instrument [Line Items]
Debt instrument, lending margin, interest rate	3.25%
Debt Covenant, Range Three \| Base Rate
Debt Instrument [Line Items]
Debt instrument, lending margin, interest rate	2.25%
Debt Covenant, Range Three \| Minimum
Debt Instrument [Line Items]
Debt instrument, leverage ratio	3.00
Debt Covenant, Range Three \| Maximum
Debt Instrument [Line Items]
Debt instrument, leverage ratio	3.50
Debt Covenant, Range Four \| SOFR
Debt Instrument [Line Items]
Debt instrument, lending margin, interest rate	3.00%
Debt Covenant, Range Four \| Base Rate
Debt Instrument [Line Items]
Debt instrument, lending margin, interest rate	2.00%
Debt Covenant, Range Four \| Minimum
Debt Instrument [Line Items]
Debt instrument, leverage ratio	2.50
Debt Covenant, Range Four \| Maximum
Debt Instrument [Line Items]
Debt instrument, leverage ratio	3.00
Debt Covenant Range Five \| SOFR
Debt Instrument [Line Items]
Debt instrument, lending margin, interest rate	2.75%
Debt Covenant Range Five \| Base Rate
Debt Instrument [Line Items]
Debt instrument, lending margin, interest rate	1.75%
Debt Covenant Range Five \| Maximum
Debt Instrument [Line Items]
Debt instrument, leverage ratio	2.50

Fair value measurements - Liabilities measured at fair value (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Liabilities:
Deferred Amount - Long Term	$ 84,682	$ 16,329
Fair Value, Recurring
Assets:
Interest rate swap	0	1,128
Liabilities:
Total liabilities:	281,566	16,329
Fair Value, Recurring \| CartiHeal Ltd
Liabilities:
Business combination, contingent consideration, liability	67,251	0
Fair Value, Recurring \| CartiHeal Ltd \| Deferred Amount
Liabilities:
Deferred Amount - Current	117,615	0
Deferred Amount - Long Term	79,269	0
Fair Value, Recurring \| Bioness, Inc
Liabilities:
Business combination, contingent consideration, liability	17,431	16,329
Fair Value, Recurring \| Level 2
Assets:
Interest rate swap	0	1,128
Liabilities:
Total liabilities:	0	0
Fair Value, Recurring \| Level 2 \| CartiHeal Ltd
Liabilities:
Business combination, contingent consideration, liability	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 \| Bioness, Inc
Liabilities:
Business combination, contingent consideration, liability	0	0
Fair Value, Recurring \| Level 3
Assets:
Interest rate swap	0	0
Liabilities:
Total liabilities:	281,566	16,329
Fair Value, Recurring \| Level 3 \| CartiHeal Ltd
Liabilities:
Business combination, contingent consideration, liability	67,251	0
Fair Value, Recurring \| Level 3 \| CartiHeal Ltd \| Deferred Amount
Liabilities:
Deferred Amount - Current	117,615	0
Deferred Amount - Long Term	79,269	0
Fair Value, Recurring \| Level 3 \| Bioness, Inc
Liabilities:
Business combination, contingent consideration, liability	$ 17,431	$ 16,329

Fair value measurements - Acquisition unobservable level 3 inputs (Details) - Level 3 - Valuation Technique, Discounted Cash Flow - Measurement Input, Discount Rate	Dec. 31, 2022
Minimum \| CartiHeal Ltd
Business Acquisition [Line Items]
Payment discount rate	0.140
Minimum \| CartiHeal Ltd \| Deferred Amount
Business Acquisition [Line Items]
Payment discount rate	0.144
Minimum \| Bioness Contingent Consideration
Business Acquisition [Line Items]
Payment discount rate	0.064
Maximum \| CartiHeal Ltd
Business Acquisition [Line Items]
Payment discount rate	0.156
Maximum \| CartiHeal Ltd \| Deferred Amount
Business Acquisition [Line Items]
Payment discount rate	0.155
Maximum \| Bioness Contingent Consideration
Business Acquisition [Line Items]
Payment discount rate	0.068

Fair value measurements - Additional information (Details) $ in Thousands	1 Months Ended		12 Months Ended
	Mar. 31, 2022 USD ($)	Feb. 28, 2022 shares	Dec. 31, 2022 USD ($) shares	Dec. 31, 2021 USD ($) shares	Dec. 31, 2020 USD ($)	Feb. 10, 2021 plan
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Derivative Asset, Statement of Financial Position [Extensible Enumeration]			Prepaid and other current assets
Change in fair value of contingent consideration			$ 6,452	$ 829	$ 0
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
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			$ 1,102	$ 829
Carti Heal
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Change in fair value of contingent consideration			$ 5,350

Fair value measurements - MIP and liability-classified awards (Details) - Management Incentive Plan And Liability-Classified Awards $ in Thousands	12 Months Ended
	Dec. 31, 2021 USD ($)
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Beginning balance	$ 40,303
Change in fair value	(25,185)
Initial estimate (vesting)	829
Payments	(11,281)
Phantom plan conversion to Class A common stock	(4,666)
Ending balance	$ 0

Equity-based compensation - Narrative (Details)		1 Months Ended	12 Months Ended
Equity-based compensation - Narrative (Details)	Mar. 31, 2021	Apr. 30, 2021	Dec. 31, 2022 USD ($) $ / shares shares	Dec. 31, 2021 USD ($) shares	Dec. 31, 2020 USD ($)	Feb. 10, 2021 plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of equity-based compensation plans \| plan						2
Fair Value Recurring Basis Unobservable Input Reconciliation Liability Gain Loss Statement Of Income Extensible List Not Disclosed Flag				consolidated statements of operations and comprehensive (loss) income
Income tax benefit			$ (50,508,000)	$ (1,966,000)	$ 1,192,000
Unamortized compensation expense, options			12,090,000
Defined contribution plan, cost			6,407,000	4,477,000	3,379,000
U.S.
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Defined contribution plan, employer matching contribution, percent of match	50.00%
Defined contribution plan, employer matching contribution, percent of employees' gross pay	6.00%
Defined Contribution Plan, Tranche One \| U.S.
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Defined contribution plan, employer matching contribution, percent of match		100.00%
Defined contribution plan, employer matching contribution, percent of employees' gross pay		4.00%
Defined Contribution Plan, Tranche Two \| U.S.
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Defined contribution plan, employer matching contribution, percent of match		50.00%
Defined contribution plan, employer matching contribution, percent of employees' gross pay		2.00%
Minimum \| U.S.
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Defined contribution plan, employer matching contribution, percent of employees' gross pay, additional percentage at company's discretion		1.00%
Maximum \| U.S.
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Defined contribution plan, employer matching contribution, percent of employees' gross pay, additional percentage at company's discretion		3.00%
2021 Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Equity compensation			17,114,000	19,504,000
Income tax benefit			$ (2,951,000)	$ 0
Common Class A
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Common stock closing price, (in dollars per share) \| $ / shares			$ 2.61
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			11,278,656
Number of shares available to be awarded (in shares) \| shares			2,086,777
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
MIP and Phantom Share Units (PSUs)
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Equity compensation					$ 10,103,000
RSUs
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of awards granted (in shares) \| shares			1,248,000	1,032,000
Number of awards forfeited (in shares) \| shares			327,000	8,000
Unamortized compensation expense, RSUs			$ 9,021,000
Compensation expense net yet amortized, period for recognition			2 years 8 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			2 years 11 months 4 days
Expiration period			10 years
Weighted-average fair value of stock options granted (in dollars per share) \| $ / shares			$ 4.54
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			$ 471,000	$ 340,000
Number of shares available to be awarded (in shares) \| shares			168,525
Number of shares issued (in shares) \| shares			279,000	94,795

Equity-based compensation - Restricted stock unit activity (Details) - RSUs - $ / shares shares in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Number of units
Beginning balance (in shares)	1,024	0
Granted (in shares)	1,248	1,032
Vested (in shares)	(756)
Forfeited or canceled (in shares)	(327)	(8)
Ending balance (in shares)	1,189	1,024
Weighted-average grant-date fair value per unit
Beginning balance (in dollars per share)	$ 14.41	$ 0
Granted (in dollars per share)	10.73	14.41
Vested (in dollars per share)	14.74
Forfeited or canceled (in dollars per share)	8.45	13.86
Ending balance (in dollars per share)	$ 11.96	$ 14.41

Equity-based compensation - Fair value assumptions (Details) - Stock options	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Risk-free interest rate, minimum	1.80%	0.59%
Risk-free interest rate, maximum	4.30%	1.32%
Expected dividend yield	0.00%	0.00%
Expected stock price volatility, minimum	33.20%	33.00%
Expected stock price volatility, maximum	35.20%	36.00%
Maximum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Expected life of stock options (years)	6 years 3 months	6 years 3 months
Minimum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Expected life of stock options (years)		4 years 2 months 1 day

Equity-based compensation - Option activity (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Number of options
Beginning balance (in shares)	8,364	0
Granted (in shares)	2,606	8,442
Exercised (in shares)	(680)	(74)
Forfeited or canceled (in shares)	(1,380)	(4)
Ending balance (in shares)	8,910	8,364
Exercisable and vested (in shares)	3,770
Weighted-average exercise price
Beginning balance (in dollars per share)	$ 11.16	$ 0
Granted (in dollars per share)	12.19	11.12
Exercised (in dollars per share)	6.28	6.00
Forfeited or canceled (in dollars per share)	12.38	13.00
Ending balance (in dollars per share)	11.65	$ 11.16
Exercisable and vested (in dollars per share)	$ 10.14
Outstanding, weighted average remaining contractual term	7 years 8 months 26 days	8 years 3 months 25 days
Exercisable and vested (in years)	6 years 5 months 26 days
Options outstanding, aggregate intrinsic value	$ 2,970	$ 28,315
Exercisable and vested	$ 2,970

Stockholders’ equity - Narrative (Details)		12 Months Ended
Stockholders’ equity - Narrative (Details)	Feb. 16, 2021 $ / shares shares	Dec. 31, 2022 vote $ / shares shares	Dec. 31, 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
BV LLC
Class of Stock [Line Items]
Number of LLC interest held (in shares)	15,786,737
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 A \| BV LLC
Class of Stock [Line Items]
Number of shares issued in acquisition (in shares)	31,838,589
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
Number of shares cancelled (in shares)	31,838,589
Common Class B \| BV LLC
Class of Stock [Line Items]
Number of shares cancelled (in shares)	15,786,737

Stockholders’ equity - Noncontrolling interest (Details) - BV LLC - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Class of Stock [Line Items]
LLC Interests	$ 62,063	$ 59,548
Ownership %	79.70%	79.00%
Continuing LLC Owner
Class of Stock [Line Items]
LLC Interests	$ 15,787	$ 15,787
Ownership %	20.30%	21.00%
Bioventus and Continuing LLC Owner
Class of Stock [Line Items]
LLC Interests	$ 77,850	$ 75,335
Ownership %	100.00%	100.00%

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

2 Months Ended

11 Months Ended

12 Months Ended

Feb. 15, 2021

Dec. 31, 2021

Dec. 31, 2022

Dec. 31, 2021

Dec. 31, 2020

Numerator:

Net loss

$ 25,977

$ (16,391)

$ (213,391)

$ 9,586

$ 14,722

Net loss attributable to noncontrolling interests

9,789

54,687

$ 9,789

$ 1,689

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

(6,602)

(158,704)

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

$ (6,602)

$ (158,704)

Denominator:

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

45,472,483

61,389,107

^[1]

45,472,483

^[1]

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

45,472,483

61,389,107

^[1]

45,472,483

^[1]

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

$ (0.15)

$ (2.59)

^[1]

$ (0.15)

^[1]

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

$ (0.15)

$ (2.59)

^[1]

$ (0.15)

^[1]

[1]

Earnings per share - Antidilutive Securities Excluded From Computation of Earnings Per Share (Details) - shares	11 Months Ended	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2022
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities (in shares)	22,156,908	24,177,324
LLC Interests
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities (in shares)	15,786,737	15,786,737
Stock options
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities (in shares)	5,373,442	7,679,780
RSUs
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities (in shares)	966,673	710,807
Unvested shares of Class A common stock
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities (in shares)	30,056	0

Restructuring costs (Details) - USD ($) $ in Thousands	12 Months Ended
Restructuring costs (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Restructuring Reserve [Roll Forward]
Beginning balance	$ 1,536	$ 247
Expenses incurred	6,779	2,487	$ 563
Payments made	(4,555)	(1,198)
Ending balance	3,760	1,536	247
Employee severance and temporary labor costs
Restructuring Reserve [Roll Forward]
Beginning balance	1,400	166
Expenses incurred	5,172	2,351
Payments made	(2,812)	(1,117)
Ending balance	3,760	1,400	166
Other charges
Restructuring Reserve [Roll Forward]
Beginning balance	136	81
Expenses incurred	1,607	136
Payments made	(1,743)	(81)
Ending balance	0	136	$ 81
Restructuring Plan Of 2022
Restructuring Reserve [Roll Forward]
Expenses incurred	4,581
Restructuring Plan Of 2022 \| Minimum
Restructuring Cost and Reserve [Line Items]
Restructuring plan, expected costs	4,000
Restructuring Plan Of 2022 \| Maximum
Restructuring Cost and Reserve [Line Items]
Restructuring plan, expected costs	5,000
Restructuring Plan of 2021
Restructuring Cost and Reserve [Line Items]
Restructuring plan, expected costs	3,500
Restructuring Reserve [Roll Forward]
Expenses incurred	719	$ 2,487
Acquisition Restructuring Plan Of 2022
Restructuring Cost and Reserve [Line Items]
Restructuring plan, expected costs	2,300
Restructuring Reserve [Roll Forward]
Expenses incurred	$ 1,479

Income taxes - Schedule of earnings (loss) before income taxes (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Income Tax Disclosure [Abstract]
United States	$ (215,638)	$ 9,511	$ 15,527
International	(48,261)	(1,891)	387
(Loss) income before income taxes	$ (263,899)	$ 7,620	$ 15,914

- Definition

Amount of income (loss) from continuing operations, including income (loss) from equity method investments, before deduction of income tax expense (benefit), and income (loss) attributable to noncontrolling interest.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 32
-Subparagraph (c)
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8933-108599

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 30
-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8906-108599

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 32
-Subparagraph (f)
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8933-108599

Reference 4: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 940
-SubTopic 20
-Section 25
-Paragraph 1
-URI https://asc.fasb.org/extlink&oid=126941158&loc=d3e41242-110953

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 22
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8736-108599

Reference 6: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 220
-SubTopic 10
-Section S99
-Paragraph 2
-Subparagraph (SX 210.5-03(10))
-URI https://asc.fasb.org/extlink&oid=126953954&loc=SL114868664-224227

Reference 7: http://fasb.org/us-gaap/role/ref/legacyRef
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-Section S99
-Paragraph 1
-Subparagraph (SX 210.7-04(8))
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Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 942
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-Section S99
-Paragraph 1
-Subparagraph (SX 210.9-05(b)(2))
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Reference 9: http://www.xbrl.org/2003/role/exampleRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
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Reference 10: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 942
-SubTopic 220
-Section S99
-Paragraph 1
-Subparagraph (SX 210.9-04(15))
-URI https://asc.fasb.org/extlink&oid=120399700&loc=SL114874048-224260

+ Details

Income taxes - Income tax expense (benefit) (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Current:
United States federal	$ 2,092	$ 5,675	$ 782
United States state and local	(96)	1,750	214
International	289	367	707
Total current	2,285	7,792	1,703
Deferred:
United States federal	(42,047)	(9,015)	(508)
United States state and local	(7,897)	(533)	(3)
International	(2,849)	(210)	0
Total deferred	(52,793)	(9,758)	(511)
Total income tax (benefit) expense	$ (50,508)	$ (1,966)	$ 1,192

Income taxes - Narrative (Details) - USD ($) $ in Thousands	12 Months Ended
Income taxes - Narrative (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Income Tax Examination [Line Items]
Income taxes paid	$ 1,518	$ 7,456	$ 1,541
Valuation allowance	(216)
Unrecognized tax benefits	5,883	4,517
Unrecognized tax benefits, income tax penalties and interest accrued	2,297	$ 1,837
Decrease in unrecognized tax benefits is reasonably possible	1,300
Domestic Tax Authority
Income Tax Examination [Line Items]
Operating loss carryforwards	136,375
Tax credit carryforward, amount	1,562
State and Local Jurisdiction
Income Tax Examination [Line Items]
Operating loss carryforwards	20,934
Tax credit carryforward, amount	$ 354

Income taxes - Effective income tax reconciliation (Details)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Income Tax Disclosure [Abstract]
U.S. statutory federal corporate income tax rate	21.00%	21.00%	21.00%
Noncontrolling interest	(4.60%)	(18.60%)	0.00%
LLC flow-through structure	3.90%	(70.40%)	(20.10%)
Non-deductible expenses	0.00%	43.80%	0.00%
State and local income taxes, net of federal benefit	3.00%	11.80%	1.50%
Change in valuation allowance	(0.30%)	7.00%	0.00%
Research and other tax credits	0.20%	(4.50%)	0.00%
Organizational Transactions	(0.40%)	(8.60%)	0.00%
Uncertain tax positions	(0.60%)	(9.00%)	0.00%
Foreign rate differential	0.00%	(0.90%)	1.20%
GAAP Impairment	(2.50%)	0.00%	0.00%
Other	(0.60%)	2.60%	3.90%
Effective income tax rate	19.10%	(25.80%)	7.50%

Income taxes - Deferred tax assets and liabilities (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Deferred tax assets:
Net operating losses and tax credit carryforwards	$ 31,688	$ 16,303
Transaction costs	980	969
Accrued liabilities	168	862
Fixed assets	30	644
Interest	7,020	0
Other	1,314	925
Gross deferred tax assets	41,200	19,703
Valuation allowance	(2,536)	(2,320)
Total deferred tax assets	38,664	17,383
Deferred tax liability:
Investment in Bioventus LLC	98,705	145,537
Acquired intangible	93,798	4,157
Operating lease assets	162	726
Deferred tax liabilities, gross	192,665	150,420
Net deferred tax liability	$ 154,001	$ 133,037

Income taxes - Unrecognized tax benefits (Details) $ in Thousands	12 Months Ended
	Dec. 31, 2022 USD ($)
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward]
Beginning of the period	$ 4,517
Additions for current year tax positions	(1,452)
Expiration of statutes	2,818
End of the period	$ 5,883

Commitments and contingencies - Narrative (Details) - USD ($) $ in Thousands									1 Months Ended	12 Months Ended			16 Months Ended
	Mar. 23, 2023	Dec. 28, 2022	Dec. 23, 2022	Nov. 01, 2022	Nov. 10, 2021	Dec. 22, 2020	Aug. 23, 2019	Feb. 09, 2016	Feb. 28, 2021	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 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, value									$ 3,000
Amount recovered from escrow		$ 1,300
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										$ 14,712	$ 13,300	$ 10,021
Aretech \| Subsequent Event
Loss Contingencies [Line Items]
Litigation settlement, amount awarded from other party	$ 1,500
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%
Amount paid into escrow													$ 1,300
Expense of claimant				$ 50
Litigation settlement, amount awarded to other party			$ 2,500
Litigation settlement, previously paid to other party		$ 1,200	$ 1,300
Minimum
Loss Contingencies [Line Items]
Lessee, operating lease, remaining lease term										1 month			1 month
Maximum
Loss Contingencies [Line Items]
Lessee, operating lease, remaining lease term										5 years 9 months			5 years 9 months

Commitments and contingencies - Lease cost (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Commitments and Contingencies Disclosure [Abstract]
Operating lease cost	$ 4,557	$ 3,478	$ 2,610
Short-term lease cost	691	668	388
Total lease cost	5,248	4,146	2,998
Operating cash flows from operating leases	4,374	3,616	2,567
Right-of-use assets obtained in exchange for operating lease obligations	$ 4,792	$ 4,665	$ 1,497

Commitments and contingencies - Supplemental balance sheet information (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Commitments and Contingencies Disclosure [Abstract]
Operating lease assets	$ 17,308	$ 17,186
Operating lease liabilities- current	$ 3,728	$ 3,504
Operating Lease, Liability, Current, Statement of Financial Position [Extensible Enumeration]	Other current liabilities	Other current liabilities
Operating lease liabilities- noncurrent	$ 14,797	$ 15,038
Operating Lease, Liability, Noncurrent, Statement of Financial Position [Extensible Enumeration]	Other long-term liabilities	Other long-term liabilities
Total operating lease liabilities	$ 18,525	$ 18,542
Weighted average remaining lease term (years) for operating leases	4 years 9 months 18 days	5 years 7 months 6 days
Weighted average discount rate for operating leases (in percent)	4.80%	4.70%

Commitments and contingencies - Summary of maturity of lease liabilities (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Loss Contingencies [Line Items]
2023	$ 4,491
2024	4,650
2025	4,237
2026	3,248
2027	2,653
Thereafter	1,384
Total future lease payments	20,663
Less imputed interest	(2,138)
Present value of future lease payments	18,525	$ 18,542
Operating lease, lease not yet commenced, liability, to be paid, year one	842
Operating lease, lease not yet commenced, liability, to be paid, year two	939
Operating lease, lease not yet commenced, liability, to be paid, year three	958
Operating lease, lease not yet commenced, liability, to be paid, year four	977
Operating lease, lease not yet commenced, liability, to be paid, year five	997
Operating lease, lease not yet commenced, liability, to be paid, after year five	$ 5,662
Memphis, Tennessee
Loss Contingencies [Line Items]
Lessee, operating lease, not yet commenced term of contract	10 years

Revenue recognition (Details) - USD ($) $ in Thousands	12 Months Ended
Revenue recognition (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Disaggregation of Revenue [Line Items]
Total net sales	$ 512,117	$ 430,898	$ 321,161
U.S.
Disaggregation of Revenue [Line Items]
Total net sales	455,251	387,553	293,697
U.S. \| Pain Treatments
Disaggregation of Revenue [Line Items]
Total net sales	194,830	201,068	156,576
U.S. \| Restorative Therapies
Disaggregation of Revenue [Line Items]
Total net sales	134,214	103,009	76,633
U.S. \| Surgical Solutions
Disaggregation of Revenue [Line Items]
Total net sales	126,207	83,476	60,488
International
Disaggregation of Revenue [Line Items]
Total net sales	56,866	43,345	27,464
International \| Pain Treatments
Disaggregation of Revenue [Line Items]
Total net sales	21,495	20,539	14,602
International \| Restorative Therapies
Disaggregation of Revenue [Line Items]
Total net sales	20,420	18,563	11,991
International \| Surgical Solutions
Disaggregation of Revenue [Line Items]
Total net sales	$ 14,951	$ 4,243	$ 871

- Definition

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

+ References

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

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

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

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

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

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

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
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Reference 8: http://www.xbrl.org/2003/role/disclosureRef
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Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
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-Section 50
-Paragraph 42
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e9054-108599

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

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

+ Details

Segments (Details)	12 Months Ended
Segments (Details)	Dec. 31, 2022 USD ($) segment	Dec. 31, 2021 USD ($)	Dec. 31, 2020 USD ($)
Segment Reporting Information [Line Items]
Number of reportable segments \| segment	2
Interest expense, net	$ (25,795,000)	$ (1,112,000)	$ (9,751,000)
Depreciation and amortization	(21,153,000)	(8,363,000)	(7,439,000)
Remeasurement gain on equity method investment	23,709,000	0	511,000
Restructuring and succession charges	(6,779,000)	(2,487,000)	(563,000)
Foreign currency impact	(250,000)	(132,000)	117,000
Impairment of goodwill	(189,197,000)	0	0
Impairment of goodwill and asset impairment charges	199,482,000	0	0
Impairments related to variable interest entity	0	5,674,000	0
(Loss) income before income taxes	(263,899,000)	7,620,000	15,914,000
Segment Reconciling Items
Segment Reporting Information [Line Items]
Interest expense, net	(25,795,000)	(1,112,000)	(9,751,000)
Depreciation and amortization	(66,803,000)	(34,875,000)	(28,643,000)
Acquisition and related costs	(27,081,000)	(22,964,000)	(166,000)
Remeasurement gain on equity method investment	23,709,000	0	(6,172,000)
Restructuring and succession charges	(7,453,000)	(3,717,000)	0
Equity compensation	(17,585,000)	4,512,000	10,103,000
COVID-19 benefits, net	0	0	4,123,000
Equity loss in unconsolidated investments	(1,003,000)	(1,868,000)	467,000
Foreign currency impact	(250,000)	(132,000)	(117,000)
Impairment of goodwill	(189,197,000)	0	0
Impairment of goodwill and asset impairment charges	10,285,000	0	0
Impairments related to variable interest entity	0	7,043,000
Other items	(8,465,000)	(5,940,000)	(5,467,000)
U.S. \| Operating Segments
Segment Reporting Information [Line Items]
Segment adjusted EBITDA	56,231,000	70,640,000	69,252,000
International \| Operating Segments
Segment Reporting Information [Line Items]
Segment adjusted EBITDA	$ 10,078,000	$ 10,119,000	$ 3,191,000

Subsequent events (Details) $ in Thousands				2 Months Ended	12 Months Ended
Subsequent events (Details) $ in Thousands	Mar. 31, 2023 USD ($)	Feb. 27, 2023 USD ($)	Feb. 13, 2023 USD ($)	Feb. 28, 2023 USD ($)	Dec. 31, 2022 USD ($)	Dec. 31, 2021 USD ($)	Dec. 31, 2020 USD ($)
Subsequent Event [Line Items]
Borrowing on revolver					$ 25,000	$ 20,000	$ 49,000
Subsequent Event
Subsequent Event [Line Items]
Loss upon disposal of estimated amount		$ (60,600)
Discontinued Operation Gain (Loss) On Disposal Statement Of Income Or Comprehensive Income Extensible Enumeration Not Disclosed Flag		loss from discontinued operations
Subsequent Event \| Line of Credit \| Revolving Credit Facility
Subsequent Event [Line Items]
Borrowing on revolver				$ 49,000
Repayment on borrowings	$ 20,000
Closing fees	1,250
Additional fees to be paid	$ 600
Total net leverage ratio	5.25
Subsequent Event \| CartiHeal Ltd
Subsequent Event [Line Items]
Litigation settlement, interim period		30 days
Litigation settlement, amount awarded to other party		$ 10,000
Subsequent Event \| Elron
Subsequent Event [Line Items]
Litigation settlement, amount awarded to other party		$ 150
Subsequent Event \| CartiHeal Ltd
Subsequent Event [Line Items]
Business acquisition, percentage of shares transferred to trustee		100.00%
Subsequent Event \| CartiHeal Ltd \| Deferred Amount Payable by July 1 2023
Subsequent Event [Line Items]
Triggering an obligation of first payment			$ 50,000

Label	Element	Value
Noncontrolling Interest, Increase from Business Combination	us-gaap_NoncontrollingInterestIncreaseFromBusinessCombination	$ 200,000
Stock Issued During Period, Value, Acquisitions	us-gaap_StockIssuedDuringPeriodValueAcquisitions	272,724,000
Stockholders' Equity, Effect Of Organizational Transactions	bvs_StockholdersEquityEffectOfOrganizationalTransactions	(47,734,000)
Shares Issued, Value, Share-Based Payment Arrangement, after Forfeiture	us-gaap_StockIssuedDuringPeriodValueShareBasedCompensation	27,636,000
Other Comprehensive Income (Loss), Net of Tax	us-gaap_OtherComprehensiveIncomeLossNetOfTax	(1,507,000)
Other Comprehensive Income (Loss), Net of Tax	us-gaap_OtherComprehensiveIncomeLossNetOfTax	249,000
Members' Equity, Increase From Refunds From Members'	bvs_MembersEquityIncreaseFromRefundsFromMembers	123,000
Noncontrolling Interest, Decrease from Distributions to Noncontrolling Interest Holders	us-gaap_MinorityInterestDecreaseFromDistributionsToNoncontrollingInterestHolders	3,306,000
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	19,884,000
Noncontrolling Interest Increase From Deconsolidation Of Variable Interest Entity	bvs_NoncontrollingInterestIncreaseFromDeconsolidationOfVariableInterestEntity	3,746,000
IPO [Member]
Stock Issued During Period, Value, New Issues	us-gaap_StockIssuedDuringPeriodValueNewIssues	106,450,000
Public Offering [Member]
Stock Issued During Period, Value, New Issues	us-gaap_StockIssuedDuringPeriodValueNewIssues	1,617,000
Retained Earnings [Member]
Net Income (Loss), Including Portion Attributable to Noncontrolling Interest	us-gaap_ProfitLoss	(6,602,000)
AOCI Including Portion Attributable to Noncontrolling Interest [Member]
Other Comprehensive Income (Loss), Net of Tax	us-gaap_OtherComprehensiveIncomeLossNetOfTax	179,000
Member Units [Member]
Stockholders' Equity, Effect Of Organizational Transactions	bvs_StockholdersEquityEffectOfOrganizationalTransactions	(168,714,000)
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)
Members' Equity, Increase From Refunds From Members'	bvs_MembersEquityIncreaseFromRefundsFromMembers	123,000
APIC, Share-Based Payment Arrangement, Increase for Cost Recognition	us-gaap_AdjustmentsToAdditionalPaidInCapitalSharebasedCompensationRequisiteServicePeriodRecognitionValue	(39,000)
Noncontrolling Interest [Member]
Noncontrolling Interest, Increase from Business Combination	us-gaap_NoncontrollingInterestIncreaseFromBusinessCombination	200,000
Stockholders' Equity, Effect Of Organizational Transactions	bvs_StockholdersEquityEffectOfOrganizationalTransactions	79,119,000
Net Income (Loss), Including Portion Attributable to Noncontrolling Interest	us-gaap_ProfitLoss	(9,789,000)
Other Comprehensive Income (Loss), Net of Tax	us-gaap_OtherComprehensiveIncomeLossNetOfTax	70,000
Noncontrolling Interest, Decrease from Distributions to Noncontrolling Interest Holders	us-gaap_MinorityInterestDecreaseFromDistributionsToNoncontrollingInterestHolders	3,306,000
APIC, Share-Based Payment Arrangement, Increase for Cost Recognition	us-gaap_AdjustmentsToAdditionalPaidInCapitalSharebasedCompensationRequisiteServicePeriodRecognitionValue	4,825,000
Noncontrolling Interest Increase From Deconsolidation Of Variable Interest Entity	bvs_NoncontrollingInterestIncreaseFromDeconsolidationOfVariableInterestEntity	3,746,000
Additional Paid-in Capital [Member]
Stock Issued During Period, Value, Acquisitions	us-gaap_StockIssuedDuringPeriodValueAcquisitions	272,706,000
Stockholders' Equity, Effect Of Organizational Transactions	bvs_StockholdersEquityEffectOfOrganizationalTransactions	41,813,000
Shares Issued, Value, Share-Based Payment Arrangement, after Forfeiture	us-gaap_StockIssuedDuringPeriodValueShareBasedCompensation	27,636,000
APIC, Share-Based Payment Arrangement, Increase for Cost Recognition	us-gaap_AdjustmentsToAdditionalPaidInCapitalSharebasedCompensationRequisiteServicePeriodRecognitionValue	15,059,000
Additional Paid-in Capital [Member] \| IPO [Member]
Stock Issued During Period, Value, New Issues	us-gaap_StockIssuedDuringPeriodValueNewIssues	106,441,000
Additional Paid-in Capital [Member] \| Public Offering [Member]
Stock Issued During Period, Value, New Issues	us-gaap_StockIssuedDuringPeriodValueNewIssues	$ 1,617,000
Common Class B [Member] \| Common Stock [Member]
Stockholders' Equity, Shares, Change In Reporting Entity	bvs_StockholdersEquitySharesChangeInReportingEntity	15,786,737
Stockholders' Equity, Effect Of Organizational Transactions	bvs_StockholdersEquityEffectOfOrganizationalTransactions	$ 16,000
Common Class A [Member] \| Common Stock [Member]
Stockholders' Equity, Shares, Change In Reporting Entity	bvs_StockholdersEquitySharesChangeInReportingEntity	31,838,589
Stock Issued During Period, Value, Acquisitions	us-gaap_StockIssuedDuringPeriodValueAcquisitions	$ 18,000
Stockholders' Equity, Effect Of Organizational Transactions	bvs_StockholdersEquityEffectOfOrganizationalTransactions	$ 32,000
Stock Issued During Period, Shares, Acquisitions	us-gaap_StockIssuedDuringPeriodSharesAcquisitions	18,340,790
Common Class A [Member] \| Common Stock [Member] \| IPO [Member]
Stock Issued During Period, Shares, New Issues	us-gaap_StockIssuedDuringPeriodSharesNewIssues	9,200,000
Stock Issued During Period, Value, New Issues	us-gaap_StockIssuedDuringPeriodValueNewIssues	$ 9,000
Common Class A [Member] \| Common Stock [Member] \| Public Offering [Member]
Stock Issued During Period, Shares, New Issues	us-gaap_StockIssuedDuringPeriodSharesNewIssues	169,125