0001628280-24-010376 | 10-K | XBRL Viewer

Commitments and contingencies (Tables)

12 Months Ended

Dec. 31, 2023

Commitments and Contingencies Disclosure [Abstract]

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


	2023		2022		2021
Operating lease cost	$	3,921	$	4,557	$	3,478
Short-term lease cost(a)	840		691		668
Financing lease cost:
Amortization of finance lease assets	1,175		36		35
Interest on lease liabilities	823		4		1
Total lease cost	$	6,759	$	5,288	$	4,182

(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:


	2023		2022		2021
Cash paid for amounts included in measurement of lease liabilities:
Operating cash flows from operating leases	$	4,516	$	4,374	$	3,616
Operating cash flows from financing leases	$	793	$	5	$	5
Financing cash flows from finance leases	$	506	$	53	$	37

Right-of-use assets obtained in exchange for lease obligations:
Operating lease obligations	$	344	$	4,792	$	4,665
Finance lease obligations	$	15,567	$	—	$	114

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:


	2023			2022
Operating lease assets	$	13,353		$	16,690

Operating lease liabilities- current	$	4,057		$	3,552
Operating lease liabilities- noncurrent	10,573			14,355
Total operating lease liabilities	$	14,630		$	17,907

Financing leases
Property, plant and equipment - net	$	14,279		$	128

Finance lease liabilities - current	$	759		$	55
Finance lease liabilities - noncurrent	10,386			76
Total financing lease liabilities	$	11,145		$	131

Weighted average remaining lease term (years):
Operating leases	3.8			4.8
Finance leases	9.3			2.4
Weighted average discount rate:
Operating leases	4.7		%	4.8		%
Finance leases	8.1		%	3.3		%

Schedule of Maturities of Operating Lease Liabilities

Future maturities of operating and finance lease liabilities are as follows:


	Operating leases		Finance Leases
2024	$	4,565	$	1,623
2025	4,078		1,617
2026	3,245		1,630
2027	2,619		1,662
2028	1,497		1,696
Thereafter	—		7,753
Total undiscounted cash flows	16,004		15,981
Less imputed interest	(1,374)		(4,836)
Present value of future lease payments	$	14,630	$	11,145

Income taxes - Deferred tax assets and liabilities (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Deferred tax assets:
Capital loss carryforward	$ 17,407	$ 0
Interest	13,374	7,020
Net operating losses and tax credit carryforwards	10,792	18,419
Tax credits	1,567	1,759
Investment in Bioventus LLC	1,221	0
Transaction costs	975	980
Stock-based compensation	947	681
Research & Development	69	63
Fixed assets	18	30
Accrued liabilities	7	6
Other	470	571
Gross deferred tax asset	46,847	29,529
Valuation allowance	(46,007)	(2,536)
Total deferred tax assets	840	26,993
Deferred tax liability:
Investment in Bioventus LLC	0	26,814
Intangibles	2,053	2,427
Gross deferred tax liability	2,053	29,241
Net deferred tax liability	$ 1,213	$ 2,248

Fair value measurements - Additional information (Details) $ in Thousands	1 Months Ended	12 Months Ended
	Mar. 31, 2022 USD ($)	Dec. 31, 2023 USD ($)	Dec. 31, 2022 USD ($)	Dec. 31, 2021 USD ($)	Feb. 10, 2021 plan
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Change in fair value of contingent consideration		$ 719	$ 1,102	$ 829
Number of equity-based compensation plans \| plan					2
Equity compensation		$ 2,370	17,114	19,504
Management Incentive Plan And Liability-Classified Awards
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Cash paid to settle award			10,802
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
Equity compensation				(24,356)
Bioness, Inc
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Change in fair value of contingent consideration		$ 719	1,102	$ 829
Carti Heal
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Change in fair value of contingent consideration		1,710	$ 5,350
Contingent consideration liability written off for deconsolidation		$ 68,961

Consolidated Balance Sheets - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Current assets:
Cash and cash equivalents	$ 36,964	$ 30,186
Accounts receivable, net	122,789	136,295
Inventory	91,333	84,766
Prepaid and other current assets	16,913	18,551
Current assets attributable to discontinued operations	0	2,777
Total current assets	267,999	272,575
Property and equipment, net	36,605	27,456
Goodwill	7,462	7,462
Intangible assets, net	482,350	639,851
Operating lease assets	13,353	16,690
Investment and other assets	3,141	2,621
Long-term assets attributable to discontinued operations	0	405,994
Total assets	810,910	1,372,649
Current liabilities:
Accounts payable	23,038	36,697
Accrued liabilities	119,795	111,570
Current portion of long-term debt	27,848	33,056
Other current liabilities	4,816	3,607
Current liabilities attributable to discontinued operations	0	119,087
Total current liabilities	175,497	304,017
Long-term debt, less current portion	366,998	385,010
Deferred income taxes	1,213	2,248
Contingent consideration	18,150	17,431
Other long-term liabilities	27,934	22,810
Long-term liabilities attributable to discontinued operations	0	228,911
Total liabilities	589,792	960,427
Commitments and contingencies (Note 12)
Stockholders’ Equity:
Additional paid-in capital	494,254	490,576
Accumulated deficit	(321,536)	(165,306)
Accumulated other comprehensive income (loss)	794	(110)
Total stockholders’ equity attributable to Bioventus Inc.	173,591	325,238
Noncontrolling interest	47,527	86,984
Total stockholders’ equity	221,118	412,222
Total liabilities and stockholders’ equity	810,910	1,372,649
Common Class A
Stockholders’ Equity:
Common stock, value	63	62
Common Class B
Stockholders’ Equity:
Common stock, value	$ 16	$ 16

Fair value measurements

12 Months Ended

Dec. 31, 2023

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, 2023 and 2022. 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, 2023						December 31, 2022
	Total		Level 2		Level 3		Total		Level 2		Level 3
Liabilities:
Deferred Amount - Current(a)	$	—	$	—	$	—	$	117,615	$	—	$	117,615
Deferred Amount - Long Term(a)	—		—		—		79,269		—		79,269
CartiHeal Contingent Consideration(a)	—		—		—		67,251		—		67,251
Bioness Contingent Consideration	18,150		—		18,150		17,431		—		17,431
Total liabilities:	$	18,150	$	—	$	18,150	$	281,566	$	—	$	281,566

(a)The Deferred Amount and contingent consideration attributable to CartiHeal have been reclassified to discontinued operations within the December 31, 2022 balance sheet. CartiHeal was fully deconsolidated during the first quarter of 2023. Refer to Note 4. Acquisitions and divestitures and Note 15. Discontinued operations for further details regarding the deconsolidation of CartiHeal.

Deferred Amount

The Deferred Amount that resulted from the CartiHeal Acquisition was calculated based on the total amount payable on each due date for the payment tranches including applicable interest. As previously discussed, the Company reached a Settlement Agreement with the Former Securityholders which relieved the Company of the obligations under the Deferred Amount. Refer to Note 4. Acquisitions and divestitures for further information.

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. 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 4. Acquisitions and divestitures 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

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 $719, $1,102 and $829 for the years ended December 31, 2023, 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 $1,710 and $5,350 for years ended December 31, 2023 and 2022, respectively and were recorded in discontinued operations, net of tax within the consolidated statements of operations and comprehensive (loss) income. comprehensive loss. Pursuant to the Settlement Agreement, the Company was relieved of CartiHeal related obligations. The Company deconsolidated the remaining $68,961 contingent consideration liability as a result. Refer to Note 4. Acquisitions and divestitures for further details regarding the deconsolidation of CartiHeal.

Management incentive plan and liability-classified awards

BV LLC had operated two equity-based compensation plans, the management incentive plan (the “MIP”) and the BV LLC Phantom Profits Interest Plan (together with the MIP, the “Phantom 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 with the sole MIP awardee for $10,802. No awards under the Phantom 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. Due to the changes in fair value for these awards granted prior to the Company’s IPO, compensation award activity from the Phantom Plans resulted in a net gain of $24,356 for the year ended 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

Income taxes - Effective income tax reconciliation (Details)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Income Tax Disclosure [Abstract]
U.S. statutory federal corporate income tax rate	21.00%	21.00%	21.00%
Noncontrolling interest	(6.60%)	(6.40%)	(18.60%)
LLC flow-through structure	15.70%	5.40%	(70.40%)
Non-deductible expenses	(1.10%)	0.00%	43.80%
State and local income taxes, net of federal benefit	0.20%	4.20%	11.80%
Change in valuation allowance	(29.10%)	(0.40%)	7.00%
Research and other tax credits	0.50%	0.30%	(4.50%)
Organizational Transactions	0.00%	(0.60%)	(8.60%)
Uncertain tax positions	1.10%	(0.90%)	(9.00%)
Foreign rate differential	(0.20%)	0.00%	(0.90%)
GAAP impairment	0.00%	(3.50%)	0.00%
Stock compensation	(0.040)	0	0
Other	2.40%	4.40%	2.60%
Effective income tax rate	(0.10%)	23.50%	(25.80%)

Commitments and contingencies - Summary of maturity of lease liabilities (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Operating leases
2024	$ 4,565
2025	4,078
2026	3,245
2027	2,619
2028	1,497
Thereafter	0
Total undiscounted cash flows	16,004
Less imputed interest	(1,374)
Present value of future lease payments	14,630	$ 17,907
Finance Leases
2024	1,623
2025	1,617
2026	1,630
2027	1,662
2028	1,696
Thereafter	7,753
Total undiscounted cash flows	15,981
Less imputed interest	(4,836)
Present value of future lease payments	$ 11,145	$ 131

Discontinued Operations - Schedule of Balance Sheet (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Current assets attributable to discontinued operations	$ 0	$ 2,777
Long-term assets attributable to discontinued operations	0	405,994
Current liabilities attributable to discontinued operations	0	119,087
Long-term liabilities attributable to discontinued operations	0	228,911
Discontinued Operations, Disposed of by Sale
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Cash	$ 1,356
Discontinued Operations, Disposed of by Sale \| Carti Heal
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Cash		1,628
Restricted cash		23
Other receivables		350
Inventory		642
Prepaid and other current assets		134
Current assets attributable to discontinued operations		2,777
Property and equipment, net		191
Goodwill		6,297
Intangible assets, net		398,873
Operating lease assets		618
Other assets		15
Long-term assets attributable to discontinued operations		405,994
Total assets attributable to discontinued operations		408,771
Accounts payable		852
Accrued liabilities		384
Current portion of deferred consideration		117,615
Other current liabilities		236
Current liabilities attributable to discontinued operations		119,087
Deferred income taxes		79,863
Deferred consideration		79,269
Contingent consideration		67,251
Other long-term liabilities		2,528
Long-term liabilities attributable to discontinued operations		228,911
Total liabilities attributable to discontinued operations		$ 347,998

Income taxes - Income tax expense (benefit) (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Current:
United States federal	$ (734)	$ 2,092	$ 5,675
United States state and local	2,085	(96)	1,750
International	1,111	296	367
Total current	2,462	2,292	7,792
Deferred:
United States federal	(2,881)	(38,678)	(9,015)
United States state and local	(1,951)	(7,897)	(533)
International	2,455	(91)	(210)
Total deferred	(2,377)	(46,666)	(9,758)
Total income tax expense (benefit) - continuing operations	$ 85	$ (44,374)	$ (1,966)

Financial instruments (Tables)

12 Months Ended

Dec. 31, 2023

Debt Disclosure [Abstract]

Schedule of Long-term Debt Instruments

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


	2023		2022
Amended Term Loan due October 2026 (9.89% at December 31, 2023)	$	382,448	$	420,712
Revolver due October 2025 (9.88% at December 31, 2023)	15,000		—
Less:
Current portion of long-term debt	(27,848)		(33,056)
Unamortized debt issuance cost	(917)		(1,338)
Unamortized discount	(1,685)		(1,308)
	$	366,998	$	385,010

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 under 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 under 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.

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+ Details

Revenue recognition (Details) - USD ($) $ in Thousands	12 Months Ended
Revenue recognition (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Disaggregation of Revenue [Line Items]
Total net sales	$ 512,345	$ 512,117	$ 430,898
U.S.
Disaggregation of Revenue [Line Items]
Total net sales	449,860	455,251	387,553
U.S. \| Pain Treatments
Disaggregation of Revenue [Line Items]
Total net sales	197,954	194,830	201,068
U.S. \| Restorative Therapies
Disaggregation of Revenue [Line Items]
Total net sales	116,851	134,214	103,009
U.S. \| Surgical Solutions
Disaggregation of Revenue [Line Items]
Total net sales	135,055	126,207	83,476
International
Disaggregation of Revenue [Line Items]
Total net sales	62,485	56,866	43,345
International \| Pain Treatments
Disaggregation of Revenue [Line Items]
Total net sales	22,847	21,495	20,539
International \| Restorative Therapies
Disaggregation of Revenue [Line Items]
Total net sales	20,222	20,420	18,563
International \| Surgical Solutions
Disaggregation of Revenue [Line Items]
Total net sales	$ 19,416	$ 14,951	$ 4,243

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References + Details

- Definition

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

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-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 32
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-32

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 41
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-41

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 4
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479806/606-10-50-4

+ Details

Balance sheet information - Accrued liabilities (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Accounts, Notes, Loans and Financing Receivable [Line Items]
Gross-to-net deductions	$ 59,592	$ 71,227
Bonus and commission	19,437	9,179
Compensation and benefits	9,709	11,428
Accrued interest	6,606	217
Income and other taxes	4,749	2,572
Other liabilities	19,702	16,947
Accrued liabilities	$ 119,795	111,570
Discontinued Operations, Held-for-Sale \| CartiHeal Ltd
Accounts, Notes, Loans and Financing Receivable [Line Items]
Other liabilities		$ 384

Significant accounting policies - Narrative (Details)	12 Months Ended
Significant accounting policies - Narrative (Details)	Dec. 31, 2023 USD ($) reporting_unit	Dec. 31, 2022 USD ($)	Dec. 31, 2021 USD ($)
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items]
Foreign currency transaction gain (loss)	$ 351,000	$ (250,000)	$ (132,000)
Contract assets, current	257,000	267,000
Contract liabilities, current	2,347,000	2,895,000
Financial restructuring costs	$ 78,615,000	134,982,000	7,043,000
Number of reporting units \| reporting_unit	2
Goodwill impairment charges	$ 0	189,197,000	0
Capitalized software costs	36,782,000	31,041,000
Capitalized software, accumulated amortization	28,040,000	20,997,000
Capitalized software amortization expense	6,694,000	4,449,000	2,227,000
Advertising costs	$ 3,853,000	$ 5,203,000	3,873,000
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]
Financial restructuring costs	$ 78,615,000		5,674,000
Harbor Medtech Inc \| Non- controlling Interest
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items]
Financial restructuring costs			$ 5,176,000

Balance sheet information - Allowance for credit loss (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Accounts Receivable, Allowance for Credit Loss [Roll Forward]
Beginning balance	$ (7,022)	$ (3,402)
Benefit (provision) for expected credit losses	1,103	(5,190)	$ (485)
Write-offs	2,827	2,105
Recoveries	(1,557)	(535)
Disposals	430	0
Ending balance	$ (4,219)	$ (7,022)	$ (3,402)

Commitments and contingencies - Lease cost (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Commitments and Contingencies Disclosure [Abstract]
Operating lease cost	$ 3,921	$ 4,557	$ 3,478
Short-term lease cost	840	691	668
Amortization of finance lease assets	1,175	36	35
Interest on lease liabilities	823	4	1
Total lease cost	6,759	5,288	4,182
Operating cash flows from operating leases	4,516	4,374	3,616
Operating cash flows from financing leases	793	5	5
Financing cash flows from finance leases	506	53	37
Operating lease obligations	344	4,792	4,665
Finance lease obligations	$ 15,567	$ 0	$ 114

Label	Element	Value
Stock Issued During Period, Value, Acquisitions	us-gaap_StockIssuedDuringPeriodValueAcquisitions	$ 272,724,000
Noncontrolling Interest Increase (Decrease) From Business Combination	bvs_NoncontrollingInterestIncreaseDecreaseFromBusinessCombination	73,867,000
Stockholders' Equity, Effect Of Organizational Transactions	bvs_StockholdersEquityEffectOfOrganizationalTransactions	(47,734,000)
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
Noncontrolling Interest, Increase from Business Combination	us-gaap_NoncontrollingInterestIncreaseFromBusinessCombination	200,000
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
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
Shares Issued, Value, Share-Based Payment Arrangement, after Forfeiture	us-gaap_StockIssuedDuringPeriodValueShareBasedCompensation	27,636,000
Public Offering [Member]
Stock Issued During Period, Value, New Issues	us-gaap_StockIssuedDuringPeriodValueNewIssues	1,617,000
IPO [Member]
Stock Issued During Period, Value, New Issues	us-gaap_StockIssuedDuringPeriodValueNewIssues	106,450,000
Noncontrolling Interest [Member]
Noncontrolling Interest Increase (Decrease) From Business Combination	bvs_NoncontrollingInterestIncreaseDecreaseFromBusinessCombination	65,821,000
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)
Noncontrolling Interest, Decrease from Distributions to Noncontrolling Interest Holders	us-gaap_MinorityInterestDecreaseFromDistributionsToNoncontrollingInterestHolders	(3,306,000)
Noncontrolling Interest, Increase from Business Combination	us-gaap_NoncontrollingInterestIncreaseFromBusinessCombination	200,000
Other Comprehensive Income (Loss), Net of Tax	us-gaap_OtherComprehensiveIncomeLossNetOfTax	70,000
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
AOCI Including Portion Attributable to Noncontrolling Interest [Member]
Other Comprehensive Income (Loss), Net of Tax	us-gaap_OtherComprehensiveIncomeLossNetOfTax	179,000
Retained Earnings [Member]
Net Income (Loss), Including Portion Attributable to Noncontrolling Interest	us-gaap_ProfitLoss	(6,602,000)
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
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)
Additional Paid-in Capital [Member]
Stock Issued During Period, Value, Acquisitions	us-gaap_StockIssuedDuringPeriodValueAcquisitions	272,706,000
Noncontrolling Interest Increase (Decrease) From Business Combination	bvs_NoncontrollingInterestIncreaseDecreaseFromBusinessCombination	8,046,000
Stockholders' Equity, Effect Of Organizational Transactions	bvs_StockholdersEquityEffectOfOrganizationalTransactions	41,813,000
APIC, Share-Based Payment Arrangement, Increase for Cost Recognition	us-gaap_AdjustmentsToAdditionalPaidInCapitalSharebasedCompensationRequisiteServicePeriodRecognitionValue	15,059,000
Shares Issued, Value, Share-Based Payment Arrangement, after Forfeiture	us-gaap_StockIssuedDuringPeriodValueShareBasedCompensation	27,636,000
Additional Paid-in Capital [Member] \| Public Offering [Member]
Stock Issued During Period, Value, New Issues	us-gaap_StockIssuedDuringPeriodValueNewIssues	1,617,000
Additional Paid-in Capital [Member] \| IPO [Member]
Stock Issued During Period, Value, New Issues	us-gaap_StockIssuedDuringPeriodValueNewIssues	$ 106,441,000
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] \| Public Offering [Member]
Stock Issued During Period, Shares, New Issues	us-gaap_StockIssuedDuringPeriodSharesNewIssues	169,125
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 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

Balance sheet information - Goodwill (Narrative) (Details) - USD ($)	11 Months Ended	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Goodwill [Line Items]
Impairment of goodwill		$ 0	$ 189,197,000	$ 0
Impairment of assets		78,615,000	134,982,000	7,043,000
Loss from discontinued operations, net of tax	$ 1,868,000	$ 74,429,000	68,740,000	1,868,000
Accumulated goodwill impairment loss	$ 0			$ 0
U.S.
Goodwill [Line Items]
Impairment of goodwill			189,197,000
Impairment of assets			124,697,000
Loss from discontinued operations, net of tax			$ 64,500,000

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482573/350-20-50-1

Reference 2: http://www.xbrl.org/2003/role/exampleRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 55
-Paragraph 24
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482548/350-20-55-24

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482573/350-20-50-1

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482573/350-20-50-1

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482573/350-20-50-1

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482573/350-20-50-1

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (e)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482573/350-20-50-1

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (f)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482573/350-20-50-1

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (g)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482573/350-20-50-1

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (h)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482573/350-20-50-1

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1A
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482573/350-20-50-1A

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482573/350-20-50-2

+ Details

- Definition

Amount after tax of income (loss) from a discontinued operation including the portion attributable to the noncontrolling interest. Includes, but is not limited to, the income (loss) from operations during the phase-out period, gain (loss) on disposal, gain (loss) for reversal of write-down (write-down) to fair value, less cost to sell, and adjustments to a prior period gain (loss) on disposal.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 944
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.7-04(12))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483586/944-220-S99-1

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 270
-Name Accounting Standards Codification
-Section 45
-Paragraph 3
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482551/740-270-45-3

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 205
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 7
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483499/205-20-50-7

Reference 4: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 205
-SubTopic 20
-Name Accounting Standards Codification
-Section 45
-Paragraph 3A
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483475/205-20-45-3A

Reference 5: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 205
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 5C
-Subparagraph (b)(2)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483499/205-20-50-5C

Reference 6: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 205
-SubTopic 20
-Name Accounting Standards Codification
-Section 45
-Paragraph 3B
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-URI https://asc.fasb.org//1943274/2147483475/205-20-45-3B

Reference 7: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 205
-SubTopic 20
-Name Accounting Standards Codification
-Section 45
-Paragraph 4
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-URI https://asc.fasb.org//1943274/2147483475/205-20-45-4

Reference 8: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 205
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
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-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483499/205-20-50-1

Reference 9: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 205
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-Name Accounting Standards Codification
-Section 45
-Paragraph 3
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483475/205-20-45-3

+ Details

Segments (Details)	12 Months Ended
Segments (Details)	Dec. 31, 2023 USD ($) segment	Dec. 31, 2022 USD ($)	Dec. 31, 2021 USD ($)
Segment Reporting Information [Line Items]
Number of reportable segments \| segment	2
Interest expense, net	$ (40,676,000)	$ (12,021,000)	$ (1,112,000)
Depreciation, Depletion and Amortization	(57,365,000)	(55,398,000)	(34,875,000)
Equity compensation	(2,370,000)	(17,114,000)	(19,504,000)
Impairments of assets	(78,615,000)	(134,982,000)	(7,043,000)
Impairment of goodwill	0	(189,197,000)	0
Loss on disposal of a business	(3,577,000)	0	0
Impairment of variable interest entity assets	0	0	5,674,000
(Loss) income before income taxes	(121,111,000)	(189,025,000)	9,488,000
Segment Reconciling Items
Segment Reporting Information [Line Items]
Interest expense, net	(40,676,000)	(12,021,000)	(1,112,000)
Depreciation, Depletion and Amortization	(57,365,000)	(55,398,000)	(34,875,000)
Acquisition and related costs	(5,694,000)	(21,731,000)	(22,964,000)
Restructuring and succession charges	(2,331,000)	(7,453,000)	(3,717,000)
Equity compensation	(2,722,000)	(17,585,000)	4,512,000
Financial restructuring costs	(7,291,000)	0	0
Impairments of assets	(78,615,000)	(10,285,000)	0
Impairment of goodwill	0	(124,697,000)	0
Loss on disposal of a business	(1,539,000)	0	0
Impairment of variable interest entity assets	0	0	(7,043,000)
Other items	(13,740,000)	(8,465,000)	(5,940,000)
U.S. \| Operating Segments
Segment Reporting Information [Line Items]
Segment adjusted EBITDA	78,668,000	56,513,000	70,712,000
International \| Operating Segments
Segment Reporting Information [Line Items]
Segment adjusted EBITDA	$ 10,194,000	$ 12,097,000	$ 9,915,000

Equity-based compensation - Narrative (Details) - USD ($)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Equity compensation	$ 2,370,000	$ 17,114,000	$ 19,504,000
Fair Value Recurring Basis Unobservable Input Reconciliation Liability Gain Loss Statement Of Income Extensible List Not Disclosed Flag			Research and development expense
Unamortized compensation expense, options	2,206,000
Defined contribution plan, cost	$ 5,836,000	6,407,000	$ 4,477,000
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%
Common Class A
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Common stock closing price, (in dollars per share)	$ 5.27
2021 Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Income tax benefit	$ 0	$ 2,951,000	$ 0
2021 Plan \| Common Class A
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of shares authorized to be awarded (in shares)	14,781,895
Number of shares available to be awarded (in shares)	7,843,854
2023 Retention Equity Award Plan \| Common Class A
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of shares authorized to be awarded (in shares)	600,000
Number of shares available to be awarded (in shares)	73,200
Phantom Share Units (PSUs)
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Granted (in shares)			90,000
Number of awards forfeited (in shares)			900
Cash paid to settle award			$ 479,000
Equity compensation			829,000
Decrease in fair market 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]
Granted (in shares)			0
RSUs
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Granted (in shares)	2,067,000	1,248,000
Number of awards forfeited (in shares)	549,000	327,000
Unamortized compensation expense, RSUs	$ 3,859,000
Compensation expense net yet amortized, period for recognition	1 year 11 months 1 day
RSUs \| Minimum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting period	1 year
RSUs \| Maximum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting period	4 years
Stock options
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Compensation expense net yet amortized, period for recognition	2 years 3 months 3 days
Expiration period	10 years
Weighted-average fair value of stock options granted (in dollars per share)	$ 0.53
Stock options \| Minimum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting period	1 year
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	$ 352,000	$ 471,000	$ 340,000
Number of shares available to be awarded (in shares)	886,930
Number of shares issued (in shares)	516,976	279,000	94,795

Discontinued Operations and Disposal Groups - Schedule of Statement of Operations (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Loss on deconsolidation	$ 60,639	$ 60,639	$ 60,639
Non-refundable payments	10,150	10,150	10,150
Discontinued Operations, Disposed of by Sale
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Cash	1,356
Discontinued Operations, Disposed of by Sale \| Carti Heal
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Selling, general and administrative expense	1,728	472	0
Research and development expense	396	2,087	0
Change in fair value of contingent consideration	1,710	5,350	0
Depreciation and amortization	4,264	11,405	0
Impairments of assets	0	64,500	0
Operating loss from discontinued operations	(8,098)	(83,814)	0
Interest expense, net	4,889	13,774	0
Other (income) expense	61,442	(22,714)	1,868
Other expense (income)	66,331	(8,940)	1,868
Loss before income taxes	(74,429)	(74,874)	(1,868)
Income tax benefit, net	0	(6,134)	0
Net loss from discontinued operations	(74,429)	(68,740)	(1,868)
Loss attributable to noncontrolling interest — discontinued operations	14,937	13,955	0
Net loss attributable to Bioventus Inc. — discontinued operations	$ (59,492)	(54,785)	$ (1,868)
Cash		$ 1,628

Restructuring costs (Tables)

12 Months Ended

Dec. 31, 2023

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, 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
Expenses incurred	648		192		840
Payments made	(3,092)		(192)		(3,284)
Balance at December 31, 2023	$	1,316	$	—	$	1,316

Acquisition and divestitures - CartiHeal (Details) $ in Thousands				12 Months Ended
	Feb. 27, 2023 USD ($)	Feb. 13, 2023 USD ($)	Jul. 12, 2022 USD ($) tranche	Dec. 31, 2022 USD ($)	Dec. 31, 2021 USD ($)	Jun. 30, 2022 USD ($)	Aug. 31, 2021 USD ($)
Discontinued Operations, Disposed of by Means Other than Sale \| CartiHeal Ltd
Business Acquisition [Line Items]
Business acquisition, percentage of shares transferred to trustee	100.00%
Loss on disposal of estimated amount	$ 60,639
CartiHeal Ltd
Business Acquisition [Line Items]
Litigation settlement, amount awarded to other party	10,000
Elron
Business Acquisition [Line Items]
Litigation settlement, amount awarded to other party	$ 150
CartiHeal Ltd
Business Acquisition [Line Items]
Loss on disposals				$ 1,003	$ 1,868
Series G Preferred Stock \| CartiHeal Ltd
Business Acquisition [Line Items]
Investments			$ 15,768		$ 16,771
CartiHeal Ltd
Business Acquisition [Line Items]
Percentage of business acquired			100.00%
Business combination, consideration transferred			$ 315,000
Cash consideration			100,000
Escrow deposit			50,000				$ 50,000
Acquisition and related costs			$ 8,622
Number of tranches \| tranche			5
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 \| Term Loan Facility \| Line of Credit
Business Acquisition [Line Items]
Financing arrangement			$ 50,000
CartiHeal Ltd \| Sales Milestone
Business Acquisition [Line Items]
Business combination, contingent consideration, liability			135,000
CartiHeal Ltd \| Deferred Consideration
Business Acquisition [Line Items]
Business combination, contingent consideration, liability			215,000
CartiHeal Ltd \| Deferred Amount Payable by July 1 2023
Business Acquisition [Line Items]
Business combination, contingent consideration, liability			50,000
Triggering an obligation of first payment		$ 50,000
CartiHeal Ltd \| Deferred Amount Payable by September 1 2023
Business Acquisition [Line Items]
Business combination, contingent consideration, liability			50,000
CartiHeal Ltd \| Deferred Amount Payable by January 1 2025
Business Acquisition [Line Items]
Business combination, contingent consideration, liability			25,000
CartiHeal Ltd \| Deferred Amount Payable by January 1 2026
Business Acquisition [Line Items]
Business combination, contingent consideration, liability			25,000
CartiHeal Ltd \| Deferred Amount Payable by January 1 2027
Business Acquisition [Line Items]
Business combination, contingent consideration, liability			$ 65,000
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

Balance sheet information - Intangible assets (Narrative) (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Amortization of intangible assets	$ 45,244	$ 55,715	$ 35,480
Amortization expense included in ending inventory	23,848	$ 20,975	$ 12,179
Expected future amortization, year one	45,140
Expected future amortization, year two	42,503
Expected future amortization, year three	39,011
Expected future amortization, year four	38,659
Expected future amortization, year five	$ 37,853

Balance sheet information - Property, plant and equipment (Narrative) (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Depreciation	$ 12,121	$ 5,688	$ 3,204
Loss on disposal of fixed assets	$ 2,038

Equity-based compensation

12 Months Ended

Dec. 31, 2023

Compensation And Employee Benefit Plans [Abstract]

Equity-based compensation

Terminated plans

Prior to the Phantom Plans’ termination, during the year ended December 31, 2021, (i) the Company granted 90,000 Phantom Profits Interest Plan units; (ii) there were no MIP awards granted; (iii) 900 Phantom Profits Interest Plan units were forfeited; and (iv) other Phantom Plan units were redeemed for $479. Compensation expense related to the Phantom Plans 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.

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, 2023, 14,781,895 shares of Class A common stock were authorized to be awarded and 7,843,854 shares were available for 2021 Plan Awards.

2023 Plan

The Company also operates the 2023 Retention Equity Award Plan (the “2023 Plan” and, together with the 2021 Plan, the “Plans”), the purpose of which is to retain and motivate critical personnel over the short-term by providing them additional incentives in the form of RSUs (the “Retention Awards” and together with the “2021 Plan Awards,” the “Awards”). As of December 31, 2023, 600,000 shares of Class A common stock were authorized to be awarded under the 2023 Plan and 73,200 shares were available for Retention Awards.

Activity under the Plans

Expense

Equity-based compensation expense for Awards granted under the Plans and inducement awards for the years ended December 31, 2023, 2022 and 2021 totaled $2,370, $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. There were no income tax benefits related to equity-based compensation expense for the years ended December 31, 2023 and 2021. Income tax benefits totaled $2,951 related to compensation expense for the year ended December 31, 2022.

Restricted Stock Units

During the years ended December 31, 2023 and 2022, the Company granted time-based RSUs which vest at various dates through December 4, 2027. 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 $3,859 at December 31, 2023, and is expected to be recognized over a weighted average period of approximately 1.92 years. A summary of the RSU award activity for the years ended December 31, 2023 and 2022 are as follows (number of units in thousands):


	Number of units	Weighted-average grant- date fair value per unit
Unvested at December 31, 2021	1,024	$	14.41
Granted	1,248	10.73
Vested	(756)	14.74
Forfeited or canceled	(327)	8.45
Unvested at December 31, 2022	1,189	11.96
Granted	2,067	2.34
Vested	(641)	8.74
Forfeited or canceled	(549)	8.53
Unvested at December 31, 2023	2,066	$	4.51

Stock Options

During the years ended December 31, 2023 and 2022, the Company granted time-based stock options which vest over 1 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 1 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, 2023 and 2022 are shown in the following table:


	2023		2022
Risk-free interest rate	3.5% - 4.7%		1.8% - 4.3%
Expected dividend yield	—	%	—	%
Expected stock price volatility	35.2% - 36.4%		33.2% - 35.2%
Expected life of stock options (years)	5.50 - 6.25		6.25

The weighted-average grant date fair value of options granted during the year ended December 31, 2023 was $0.53 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 $2,206 at December 31, 2023, and is expected to be recognized over a weighted average period of approximately 2.26 years.

A summary of stock option activity is as follows for the years ended December 31, 2023 and 2022 (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, 2021	8,364	$	11.16
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	$	3
Granted	1,226	1.28
Exercised	(67)	2.68
Forfeited or canceled	(5,722)	11.80
Outstanding at December 31, 2023	4,347	8.68		7.31	$	4,383
Exercisable and vested at December 31, 2023	1,958	$	10.25	4.45	$	144

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 $5.27 per share, the closing price of the Company’s Class A common stock on December 29, 2023.

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, 2023, the aggregate number of shares reserved for issuance under the ESPP was 886,930. A total of 516,976, 279,000 and 94,795 shares were issued and $352, $471 and $340 of expense was recognized during the years ended December 31, 2023, 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. The Company matches 100% of the employees’ contribution up to 4% of the employees’ wages and 50% on the next 2%. The U.S. Plan also provides for an additional 1% to 3% at the Company’s discretion.

Company contributions totaled $5,836, $6,407, and $4,477 for all global plans during the years ended December 31, 2023, 2022 and 2021, respectively. 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 (loss) income based upon the classification of the employee.

Organization - Schedule of Error Corrections and Prior Period Adjustments (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Deferred income taxes	$ 1,213	$ 2,248	$ 59,651
Total liabilities	589,792	960,427	618,206
Additional paid-in capital	494,254	490,576	473,318
Noncontrolling interest	47,527	86,984	140,686
Stockholders' equity	$ 221,118	412,222	607,656
As Previously Reported
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Deferred income taxes		74,138	133,518
Total liabilities		1,032,317	692,073
Additional paid-in capital		481,919	465,272
Noncontrolling interest		23,751	74,865
Stockholders' equity		340,332	533,789
Adjustments
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Deferred income taxes		(71,890)	(73,867)
Total liabilities		(71,890)	(73,867)
Additional paid-in capital		8,657	8,046
Noncontrolling interest		63,233	65,821
Stockholders' equity		71,890	73,867
Adjustments \| Equity Rebalancing
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Additional paid-in capital		(65,821)	(65,821)
Noncontrolling interest		65,821	65,821
Adjustments \| Error Correction In Calculation Of Deferred Tax Assets
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Deferred income taxes		(73,867)	(73,867)
Additional paid-in capital		73,867	$ 73,867
Adjustments \| Equity Rebalancing For Issuance Of Stock Through Equity Plans
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Additional paid-in capital		2,588
Noncontrolling interest		2,588
Adjustments \| Deferred Tax Impact For 2022
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Deferred income taxes		1,977
Additional paid-in capital		(1,977)
Deferred income taxes		$ 79,863

Segments

12 Months Ended

Dec. 31, 2023

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, nor does it disclose transactions between reportable segments, as the CODM does not review or use it to allocate resources or to assess the operating results and financial performance. Transactions between reportable segments are executed in accordance with our transfer pricing arrangements and are eliminated in consolidation and not presented in the measures below. 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:


	2023		2022		2021
Segment adjusted EBITDA
U.S.	$	78,668	$	56,513	$	70,712
International	10,194		12,097		9,915
Interest expense, net	(40,676)		(12,021)		(1,112)
Depreciation and amortization	(57,365)		(55,398)		(34,875)
Acquisition and related costs	(5,694)		(21,731)		(22,964)
Restructuring and succession charges	(2,331)		(7,453)		(3,717)
Equity compensation	(2,722)		(17,585)		4,512
Financial restructuring costs	(7,291)		—		—
Impairments of assets	(78,615)		(10,285)		—
Impairment of goodwill	—		(124,697)		—
Loss on disposal of a business	(1,539)		—		—
Impairments related to variable interest entity	—		—		(7,043)
Other items	(13,740)		(8,465)		(5,940)
(Loss) income before income taxes	$	(121,111)	$	(189,025)	$	9,488

- 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
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 22
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-22

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 15
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-15

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 31
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-31

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 32
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-32

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 42
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-42

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 32
-Subparagraph (f)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-32

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 40
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-40

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-Name Accounting Standards Codification
-Publisher FASB
-URI https://asc.fasb.org//280/tableOfContent

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 26
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-26

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 34
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-34

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 41
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-41

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 21
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-21

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 21
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-21

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 32
-Subparagraph (e)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-32

+ Details

Consolidated Statements of Cash Flows - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Operating activities:
Net (loss) income	$ (195,625)	$ (213,391)	$ 9,586
Less: Loss from discontinued operations, net of tax	(74,429)	(68,740)	(1,868)
(Loss) income from continuing operations	(121,196)	(144,651)	11,454
Adjustments to reconcile net (loss) income to net cash from operating activities:
Depreciation and amortization	57,365	55,398	34,875
(Benefit) provision for expected credit losses	(1,103)	5,190	485
Equity-based compensation from 2021 Stock Incentive Plan	2,722	17,585	19,844
Profits interest plan, liability-classified and other equity awards compensation	0	0	(24,356)
Change in fair value of contingent consideration	719	1,102	829
Change in fair value of interest rate swap	0	(6,396)	(2,730)
Deferred income taxes	(2,377)	(46,658)	(9,756)
Change in fair value of Equity Participation Rights	0	0	(2,774)
Impairments of assets	78,615	134,982	7,043
Loss on debt retirement and modification	0	0	2,162
Loss on disposals	3,577	0	0
Unrealized loss (gain) on foreign currency fluctuations	665	1,383	472
Other, net	1,707	388	588
Changes in operating assets and liabilities:
Accounts receivable	10,055	(17,672)	(20,052)
Inventory	(5,991)	(18,618)	3,183
Accounts payable and accrued expenses	(5,275)	(3,099)	18,211
Other current and noncurrent assets and liabilities	(1,970)	9,659	(16,487)
Net cash from operating activities - continuing operations	17,513	(11,407)	22,991
Net cash from operating activities - discontinued operations	(2,169)	(2,130)	0
Net cash from operating activities	15,344	(13,537)	22,991
Investing activities:
Acquisitions, net of cash acquired	0	0	(262,870)
Proceeds from sale of a business	34,675	0	0
Purchase of property and equipment	(7,362)	(10,042)	(13,520)
Investments and acquisition of distribution rights	0	(1,478)	(7,370)
Other	0	(75)	0
Net cash from investing activities - continuing operations	27,313	(11,595)	(283,760)
Net cash from investing activities - discontinued operations	(11,506)	(104,841)	0
Net cash from investing activities	15,807	(116,436)	(283,760)
Financing activities:
Proceeds from issuance of Class A common stock sold in initial public offering, net of underwriting discounts and offering costs	0	0	107,777
Proceeds from issuance of Class A and B common stock	778	5,822	1,633
Registration fees for Class A common stock to purchase Misonix	0	0	(1,838)
Tax withholdings on equity-based compensation	0	(3,352)	0
Borrowing on revolver	64,000	25,000	20,000
Payment on revolver	(49,000)	(25,000)	(20,000)
Proceeds from the issuance of long-term debt, net of issuance costs	0	79,659	257,453
Debt financing costs	(3,661)	0	0
Payments on long-term debt	(38,264)	(20,038)	(91,250)
Other, net	(506)	(15)	(404)
Net cash from financing activities	(26,653)	62,076	273,371
Effect of exchange rate changes on cash	629	521	(228)
Net change in cash, cash equivalents and restricted cash	5,127	(67,376)	12,374
Cash, cash equivalents and restricted cash at the beginning of the period	31,837	99,213	86,839
Cash, cash equivalents and restricted cash at the end of the period	36,964	31,837	99,213
Supplemental disclosure of noncash investing and financing activities
Accrued liabilities for distribution rights and member distributions	709	0	3,181
Accounts payable for purchase of property, plant and equipment	$ 1,311	$ 419	$ 695

Balance sheet information - Inventory (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Goodwill [Line Items]
Raw materials and supplies	$ 21,062	$ 18,454
Finished goods	70,271	66,312
Inventory	$ 91,333	84,766
Discontinued Operations, Held-for-Sale \| CartiHeal Ltd
Goodwill [Line Items]
Raw material inventory		$ 642

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References

+ Details

Equity-based compensation (Tables)

12 Months Ended

Dec. 31, 2023

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, 2023 and 2022 are as follows (number of units in thousands):


	Number of units	Weighted-average grant- date fair value per unit
Unvested at December 31, 2021	1,024	$	14.41
Granted	1,248	10.73
Vested	(756)	14.74
Forfeited or canceled	(327)	8.45
Unvested at December 31, 2022	1,189	11.96
Granted	2,067	2.34
Vested	(641)	8.74
Forfeited or canceled	(549)	8.53
Unvested at December 31, 2023	2,066	$	4.51

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, 2023 and 2022 are shown in the following table:


	2023		2022
Risk-free interest rate	3.5% - 4.7%		1.8% - 4.3%
Expected dividend yield	—	%	—	%
Expected stock price volatility	35.2% - 36.4%		33.2% - 35.2%
Expected life of stock options (years)	5.50 - 6.25		6.25

Schedule of Stock Options Roll Forward

A summary of stock option activity is as follows for the years ended December 31, 2023 and 2022 (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, 2021	8,364	$	11.16
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	$	3
Granted	1,226	1.28
Exercised	(67)	2.68
Forfeited or canceled	(5,722)	11.80
Outstanding at December 31, 2023	4,347	8.68		7.31	$	4,383
Exercisable and vested at December 31, 2023	1,958	$	10.25	4.45	$	144

Equity-based compensation - Restricted stock unit activity (Details) - RSUs - $ / shares shares in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Number of units
Beginning balance (in shares)	1,189	1,024
Granted (in shares)	2,067	1,248
Vested (in shares)	(641)	(756)
Forfeited or canceled (in shares)	(549)	(327)
Ending balance (in shares)	2,066	1,189
Weighted-average grant- date fair value per unit
Beginning balance (in dollars per share)	$ 11.96	$ 14.41
Granted (in dollars per share)	2.34	10.73
Vested (in dollars per share)	8.74	14.74
Forfeited or canceled (in dollars per share)	8.53	8.45
Ending balance (in dollars per share)	$ 4.51	$ 11.96

Organization

12 Months Ended

Dec. 31, 2023

Organization, Consolidation and Presentation of Financial Statements [Abstract]

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 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.

On February 16, 2021, the Company completed its initial public offering (“IPO”), which was conducted through what is commonly referred to as an umbrella partnership C Corporation (“UP-C”) structure. The Company has majority interest, sole voting interest and controls the management of BV LLC. As a result, the Company consolidates the financial results of BV LLC and reports a noncontrolling interest representing the interest of BV LLC held by its continuing LLC owner.

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 970 employees at December 31, 2023.

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 2023 ended on April 1, July 1 and September 30. Comparable periods for 2022 ended on April 2, July 2 and October 1. The fourth and first quarters may vary in length depending on the calendar year.

Correction of immaterial misstatements

During the quarter ended April 1, 2023 and as part of the balance sheet review process, the Company identified misstatements in its calculation of the carrying amount of noncontrolling interest as it applies to the Company’s complex UP-C tax and ownership structure as prescribed in the amended and restated limited liability company agreement of BV LLC. Specifically, the Company failed to adjust the carrying amount of its noncontrolling interest to reflect changes in ownership interests relating to BV LLC. As a result, the previously issued consolidated financial statements reflect an understatement of noncontrolling interest and an overstatement of additional paid-in capital.

As a result of further research conducted, the Company discovered an additional error related to historical deferred income tax balances. The Company concluded that it had inappropriately calculated deferred income taxes by using an incorrect book basis in its investment of BV LLC during the Company’s IPO, which resulted in an overstatement of deferred tax liabilities, an understatement of noncontrolling interest and an understatement of additional paid-in capital.

The statements affected by these errors include the consolidated balance sheets and consolidated statements of stockholders’ and members’ equity issued in the Company’s Annual Report on Form 10-K for the years ended December 31, 2022 and December 31, 2021. There was no impact to any other financial statements for the periods presented. The Company concluded that these misstatements were not material, individually or in the aggregate, as evaluated under the Securities and Exchange Commission Staff Bulletin No. 99, Materiality; No. 108, Considering the Effects of Prior Year Misstatements in Current Year Financial Statements; and Financial Accounting Standards Board ASC 250-10, Accounting Changes and Error Corrections. However, because of the significance of these items, and to facilitate comparison among periods, the Company decided to revise its previously issued consolidated financial statements on a prospective basis. The Company corrected its prior period presentation for this error in its 2023 quarterly financial statements included in its Forms 10-Q and 2023 Annual Report on Form 10-K for the period ended December 31, 2023. The adjustments did not have an impact on revenues, total assets or cash flows.

The following are selected line items from our aforementioned impacted financial statements illustrating the effect of the error corrections thereon:


Consolidated Balance Sheets — December 31, 2022	As Previously Reported		Adjustments		As Adjusted
Deferred income taxes(b)(d)(e)	$	74,138	$	(71,890)	$	2,248
Total liabilities	1,032,317		(71,890)		960,427
Additional paid-in capital(a)(b)(c)(d)	481,919		8,657		490,576
Noncontrolling interest(a)(c)	23,751		63,233		86,984
Total stockholders’ equity	340,332		71,890		412,222


Consolidated Balance Sheets — December 31, 2021	As Previously Reported		Adjustments		As Adjusted
Deferred income taxes(b)	$	133,518	$	(73,867)	$	59,651
Total liabilities	692,073		(73,867)		618,206
Additional paid-in capital(a)(b)	465,272		8,046		473,318
Noncontrolling interest(a)	74,865		65,821		140,686
Total stockholders’ equity	533,789		73,867		607,656

The Company’s consolidated statements of changes in stockholders’ and members equity as of December 31, 2022 and December 31, 2021 have been corrected to reflect the above adjustments. The Company revised the amounts originally reported for the years ended December 31, 2022 and December 31, 2021 for the following items:

(a)Recorded a $65,821 decrease to additional paid-in capital and a corresponding increase to noncontrolling interest. This action effectively rebalanced equity appropriately between the Company and its noncontrolling interests according to their respective BV LLC ownership interests.

(b)Recorded a $73,867 decrease to deferred income tax balances and an increase to additional paid in capital to reflect the correction of an error that occurred during the calculation of deferred taxes at the Company’s IPO.

(c)Reflects the entry as discussed in (a) above and additional rebalancing activity of $2,588 relating to the issuance of Class A common stock for equity plans during the year ended December 31, 2022.

(d)Reflects the entry as discussed in (b) and an additional $1,977 increase to deferred income tax balances and a reduction to additional paid in capital to reflect the deferred tax impact during the year ended December 31, 2022.

(e)The previously reported amount reflects a reclassification of $79,863 of deferred tax liabilities associated with the deconsolidation of CartiHeal (2009) Ltd. into long-term liabilities attributable to discontinued operations as illustrated in the December 31, 2022 consolidated balance sheets. Refer to Note 4. Acquisitions and divestitures and Note 15. Discontinued operations for further details.

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 President and 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, 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.

Balance sheet information

12 Months Ended

Dec. 31, 2023

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Balance sheet information

Cash, cash equivalents and restricted cash

Cash, cash equivalents and restricted cash totaled $36,964 and $30,186 as of December 31, 2023 and 2022. Cash and restricted cash of $1,628 and $23, respectively, attributable to CartiHeal has been reclassified to current assets attributable to discontinued operations within the December 31, 2022 consolidated balance sheets. Refer to Note 4. Acquisitions and divestitures and Note 15. Discontinued operations for further details regarding the deconsolidation of CartiHeal.

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:


	2023		2022
Accounts receivable(a)	$	127,008	$	143,317
Less: Allowance for credit losses	(4,219)		(7,022)
	$	122,789	$	136,295

(a)Other receivables of $350 attributable to CartiHeal was reclassified to current assets attributable to discontinued operations within the December 31, 2022 consolidated balance sheets. Refer to Note 4. Acquisitions and divestitures and Note 15. Discontinued operations for further details regarding the deconsolidation of CartiHeal.

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 had one customer representing approximately 16.0% and 12.1% of the accounts receivable balance as of December 31, 2023 and 2022, respectively. 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:


	2023		2022
Beginning balance	$	(7,022)	$	(3,402)
Benefit (provision) for expected credit losses	1,103		(5,190)
Write-offs	2,827		2,105
Recoveries	(1,557)		(535)
Disposals	430		—
Ending balance	$	(4,219)	$	(7,022)

Inventory

Inventory consisted of the following as of December 31:


	2023		2022
Raw materials and supplies(a)	$	21,062	$	18,454
Finished goods	70,271		66,312
	$	91,333	$	84,766

(a)Raw material inventory of $642 attributable to CartiHeal has been reclassified to current assets attributable to discontinued operations within the December 31, 2022 consolidated balance sheets. Refer to Note 4. Acquisitions and divestitures and Note 15. Discontinued operations for further details regarding the deconsolidation of CartiHeal.

Property and equipment, net

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


	2023		2022
Computer equipment and software	$	37,860	$	33,447
Demonstration and consignment inventory	9,341		12,807
Leasehold improvements	3,763		3,350
Furniture and fixtures	4,163		2,356
Finance leases	15,737		222
Machinery and equipment(a)	2,180		2,263
Assets not yet placed in service	4,065		3,805
	77,109		58,250
Less accumulated depreciation	(40,504)		(30,794)
	$	36,605	$	27,456

(a)Machinery and equipment and accumulated depreciation attributable to CartiHeal of $269 and $78, respectively, were reclassified to long-term assets attributable to discontinued operations within the December 31, 2022 consolidated balance sheets. Refer to Note 4. Acquisitions and divestitures and Note 15. Discontinued operations for further details regarding the deconsolidation of CartiHeal.

Depreciation expense from continuing operations was $12,121, $5,688 and $3,204 for the years ended December 31, 2023, 2022 and 2021, respectively. The Company incurred a $2,038 disposal loss on fixed assets during the year ended December 31, 2023 as a result of the integration of acquisitions. The loss is recorded in loss on disposals within the consolidated condensed statements of operations and other comprehensive (loss) income.

Goodwill

Changes in the carrying amounts of goodwill by reportable segment during the years ended December 31, 2023 and December 31, 2022 are as follows:


	U.S.		International		Consolidated
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	(189,197)		—		(189,197)
Reclassification(a)	—		(6,297)		(6,297)
Balance at December 31, 2022	$	—	$	7,462	$	7,462
Balance at December 31, 2023(b)	$	—	$	7,462	$	7,462

(a)Goodwill of $6,297 attributable to CartiHeal was reclassified to long-term assets attributable to discontinued operations within the December 31, 2022 consolidated balance sheets. Refer to Note 4. Acquisitions and divestitures and Note 15. Discontinued operations for further details regarding the deconsolidation of CartiHeal.

(b)There was no activity related to goodwill during the year ended December 31, 2023.

Additions during the year ended December 31, 2022 were the result of the acquisition of CartiHeal and purchase accounting adjustments stem from changes in the preliminary fair values of assets acquired and liabilities assumed in previous and current acquisitions. Refer to Note 4. Acquisitions and divestitures 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 of which $124,697 was recorded in the impairment of assets and $64,500 in loss on discontinued operations, net of tax within the consolidated statements of operations and comprehensive (loss) income. The impairment was recorded within impairment of assets 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:


	2023		2022
Intellectual property(a)(b)	$	677,258	$	790,049
Distribution rights	61,325		61,325
Customer relationships	57,950		67,450
IPR&D	5,500		5,500
Developed technology and other	13,998		13,998
Total carrying amount	816,031		938,322
Less accumulated amortization:
Intellectual property(a)	(218,031)		(187,767)
Distribution rights	(49,301)		(44,319)
Customer relationships	(57,950)		(58,842)
Developed technology and other	(7,521)		(6,276)
Total accumulated amortization	(332,803)		(297,204)
Intangible assets, net before currency translation	483,228		641,118
Currency translation	(878)		(1,267)
	$	482,350	$	639,851

(a)Intellectual property and accumulated depreciation attributable to CartiHeal totaling $410,200 and $11,327, respectively, were reclassified to long-term assets attributable to discontinued operations within the December 31, 2022 consolidated balance sheets. Refer to Note 4. Acquisitions and divestitures and Note 15. Discontinued operations for further details regarding the deconsolidation of CartiHeal.

(b)The Company recorded an impairment loss of $78,615 for the year ended December 31, 2023 in the U.S. reporting segment of net intellectual property attributable to the TheraSkin and TheraGenesis products, which were sold in May 2023. The loss was recorded in impairment of assets within the consolidated statements of operations and comprehensive loss. Refer to Note 4. Acquisitions and divestitures for further details regarding businesses held for sale.

Amortization expense from continuing operations related to intangible assets was $45,244, $55,715 and $35,480 for the years ended December 31, 2023, 2022 and 2021, respectively, of which $23,848, $20,975 and $12,179 are included in ending inventory at December 31, 2023, 2022 and 2021, respectively. Estimated amortization expense for the years ended December 31, 2024 through 2028 is expected to be $45,140, $42,503, $39,011, $38,659 and $37,853, respectively.

Accrued liabilities

Accrued liabilities consisted of the following as of December 31:


	2023		2022
Gross-to-net deductions	$	59,592	$	71,227
Bonus and commission	19,437		9,179
Compensation and benefits	9,709		11,428
Accrued interest	6,606		217
Income and other taxes	4,749		2,572
Other liabilities(a)	19,702		16,947
	$	119,795	$	111,570

(a)Other liabilities attributable to CartiHeal of $384 were reclassified into current liabilities attributable to discontinued operations within December 31, 2022 consolidated balance sheets. Refer to Note 4. Acquisitions and divestitures and Note 15. Discontinued operations for further details.

Insider Trading Arrangements	3 Months Ended
Insider Trading Arrangements	Dec. 31, 2023
Trading Arrangements, by Individual
Rule 10b5-1 Arrangement Adopted	false
Non-Rule 10b5-1 Arrangement Adopted	false
Rule 10b5-1 Arrangement Terminated	false
Non-Rule 10b5-1 Arrangement Terminated	false

Fair value measurements (Tables)

12 Months Ended

Dec. 31, 2023

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, 2023						December 31, 2022
	Total		Level 2		Level 3		Total		Level 2		Level 3
Liabilities:
Deferred Amount - Current(a)	$	—	$	—	$	—	$	117,615	$	—	$	117,615
Deferred Amount - Long Term(a)	—		—		—		79,269		—		79,269
CartiHeal Contingent Consideration(a)	—		—		—		67,251		—		67,251
Bioness Contingent Consideration	18,150		—		18,150		17,431		—		17,431
Total liabilities:	$	18,150	$	—	$	18,150	$	281,566	$	—	$	281,566

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

Bioness Contingent Consideration

Discounted cash flow

Payment discount rate

6.4% - 6.8%

Payment period

2024 - 2025

Stockholders’ equity - Noncontrolling interest (Details) - BV LLC - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Class of Stock [Line Items]
LLC Interests	$ 63,267	$ 62,063
Ownership %	80.00%	79.70%
Continuing LLC Owner
Class of Stock [Line Items]
LLC Interests	$ 15,787	$ 15,787
Ownership %	20.00%	20.30%
Bioventus and Continuing LLC Owner
Class of Stock [Line Items]
LLC Interests	$ 79,054	$ 77,850
Ownership %	100.00%	100.00%

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References

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+ Details

Discontinued Operations - Narrative (Details)	Feb. 27, 2023
Carti Heal
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Business acquisition, percentage of shares transferred to trustee	100.00%

Organization - Narrative (Details) $ in Thousands	12 Months Ended
Organization - Narrative (Details) $ in Thousands	Dec. 31, 2023 employee segment	Dec. 31, 2022 USD ($)	Dec. 31, 2021 USD ($)	Dec. 31, 2020 USD ($)
Class of Stock [Line Items]
Number of reportable segments \| segment	2
Payroll taxes deferred due to CARES Act				$ 1,889
Payment of accrued payroll taxes		$ 1,440	$ 1,440
BV LLC
Class of Stock [Line Items]
Number of employees \| employee	970

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References

+ Details

Earnings per share

12 Months Ended

Dec. 31, 2023

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):


	December 31, 2023		December 31, 2022		February 16, 2021 through the Year Ended December 31, 2021
Numerator:
Net loss from continuing operations	$	(121,196)	$	(144,651)	$	(14,523)
Net loss attributable to noncontrolling interests — continuing operations	24,458		40,732		9,789
Net loss attributable to Bioventus Inc. Class A common stockholders — continuing operations	$	(96,738)	$	(103,919)	$	(4,734)

Numerator:
Net loss from discontinued operations	$	(74,429)	$	(68,740)	$	(1,868)
Net loss attributable to noncontrolling interests — discontinued operations	14,937		13,955		—
Net loss attributable to Bioventus Inc. Class A common stockholders — discontinued operations	$	(59,492)	$	(54,785)	$	(1,868)

Denominator:
Weighted-average shares of Class A common stock outstanding - basic and diluted	62,647,554		61,389,107		45,472,483

Net loss per share of Class A common stock, from continuing operations, basic and diluted	$	(1.54)	$	(1.70)	$	(0.11)
Net loss per share of Class A common stock, from discontinued operations, basic and diluted	(0.95)		(0.89)		(0.04)
Net loss per share of Class A common stock, basic and diluted	$	(2.49)	$	(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, 2023 and 2022 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, 2023	Year Ended December 31, 2022	February 16, 2021 through the Year Ended December 31, 2021
LLC Interests held by Continuing LLC Owner(a)	15,786,737	15,786,737	15,786,737
Stock options	5,860,516	7,679,780	5,373,442
RSUs	595,030	710,807	966,673
Unvested shares of Class A common stock	—	—	30,056
Total	22,242,283	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.

Income taxes - Unrecognized tax benefits (Details) $ in Thousands	12 Months Ended
	Dec. 31, 2023 USD ($)
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward]
Beginning of the period	$ 5,883
Additions for current year tax positions	142
Expiration of statutes	(1,300)
End of the period	$ 4,725

Discontinued operations (Tables)

12 Months Ended

Dec. 31, 2023

Discontinued Operations and Disposal Groups [Abstract]

Schedule of Balance Sheet and Statement of Operation

The following table summarizes CartiHeal’s major classes of assets and liabilities as reported on the consolidated balance sheets as of December 31, 2022 as the balances were fully deconsolidated as of December 31, 2023:


	December 31, 2022
Carrying amounts of major classes of assets included as part of discontinued operations
Cash	$	1,628
Restricted cash	23
Other receivables	350
Inventory	642
Prepaid and other current assets	134
Current assets attributable to discontinued operations	2,777
Property and equipment, net	191
Goodwill	6,297
Intangible assets, net	398,873
Operating lease assets	618
Other assets	15
Long-term assets attributable to discontinued operations	405,994
Total assets attributable to discontinued operations	$	408,771
Carrying amounts of major liabilities included as part of discontinued operations
Accounts payable	$	852
Accrued liabilities	384
Current portion of deferred consideration	117,615
Other current liabilities	236
Current liabilities attributable to discontinued operations	119,087
Deferred income taxes	79,863
Deferred consideration	79,269
Contingent consideration	67,251
Other long-term liabilities	2,528
Long-term liabilities attributable to discontinued operations	228,911
Total liabilities attributable to discontinued operations	$	347,998

The following table summarizes the major income and expense line items of these discontinued operations, as reported in the consolidated statements of operations for the years ended December 31:


	2023		2022		2021



Selling, general and administrative expense	$	1,728	$	472	$	—
Research and development expense	396		2,087		—
Change in fair value of contingent consideration(a)	1,710		5,350		—
Depreciation and amortization(a)	4,264		11,405		—
Impairments of assets	—		64,500		—
Operating loss from discontinued operations	(8,098)		(83,814)		—
Interest expense, net(a)	4,889		13,774		—
Other expense (income)(b)	61,442		(22,714)		1,868
Other expense (income)	66,331		(8,940)		1,868
Loss before income taxes	(74,429)		(74,874)		(1,868)
Income tax benefit, net	—		(6,134)		—
Net loss from discontinued operations	(74,429)		(68,740)		(1,868)
Loss attributable to noncontrolling interest — discontinued operations	14,937		13,955		—
Net loss attributable to Bioventus Inc. — discontinued operations	$	(59,492)	$	(54,785)	$	(1,868)

(a)Depreciation and amortization, the change in fair value of contingent consideration and interest expense represent the significant operating non-cash items of discontinued operations.

(b)Other expense includes the $60,639 loss on deconsolidation, of which $10,150 was attributable to non-refundable payments. Total investing cash outflows included these non-refundable payments and $1,356 cash on hand at disposal.

- Definition

Tabular disclosure of information related to a disposal group. Includes, but is not limited to, a discontinued operation, disposal classified as held-for-sale or disposed of by means other than sale or disposal of an individually significant component.

+ References

Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Name Accounting Standards Codification
-Section 50
-Paragraph 3
-SubTopic 10
-Topic 360
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482099/360-10-50-3

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-Topic 205
-SubTopic 20
-Name Accounting Standards Codification
-Section 45
-Paragraph 11
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483475/205-20-45-11

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-Name Accounting Standards Codification
-Section 50
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+ Details

Acquisition and divestitures - Wound Business (Details) - USD ($) $ in Thousands		12 Months Ended
	May 22, 2023	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Deferral period	18 months
Loss on deconsolidation		$ 60,639	$ 60,639	$ 60,639
Payments on long-term debt	$ 30,000
Impairment of assets		78,615	$ 134,982	$ 7,043
Discontinued Operations, Disposed of by Sale \| Wound Business
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Cash consideration	84,675
Closing amount	34,675
Deferred amount	5,000
Earn-out payments	45,000
Transactional fees	$ 3,880
Loss on deconsolidation		(1,539)
Impairment of assets		$ 78,615

Equity-based compensation - Fair value assumptions (Details) - Stock options	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Risk-free interest rate, minimum	3.50%	1.80%
Risk-free interest rate, maximum	4.70%	4.30%
Expected dividend yield	0.00%	0.00%
Expected stock price volatility, minimum	35.20%	33.20%
Expected stock price volatility, maximum	36.40%	35.20%
Expected life of stock options (years)		6 years 3 months
Minimum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Expected life of stock options (years)	5 years 6 months
Maximum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Expected life of stock options (years)	6 years 3 months

Audit Information	12 Months Ended
Audit Information	Dec. 31, 2023
Audit Information [Abstract]
Auditor Name	GRANT THORNTON LLP
Auditor Location	Raleigh, North Carolina
Auditor Firm ID	248

Restructuring costs

12 Months Ended

Dec. 31, 2023

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 was intended to align the Company’s organizational and management cost structure to improve profitability and cash flow. The 2022 Restructuring Plan primarily consisted of employee severance and additional expenses for third-party and other related costs. Pre-tax charges recognized during the year ended December 31, 2023 and 2022 totaled $793 and $4,581, respectively. The 2022 Restructuring Plan is complete.

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 and the 2022 Acquisition Restructuring Plan were $3,500 and $2,300, respectively. There was nominal activity related to the 2021 Acquisition Restructuring Plan during the year ended December 31, 2023, and $719 and $2,487 was recognized during the years ended December 31, 2022 and 2021, respectively. The 2021 Acquisition Restructuring Plan is complete. Costs attributable to the 2022 Acquisition Restructuring Plan totaled $84 and $1,479 during the years ended December 31, 2023 and 2022, respectively.

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, 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
Expenses incurred	648		192		840
Payments made	(3,092)		(192)		(3,284)
Balance at December 31, 2023	$	1,316	$	—	$	1,316

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, 2023	Dec. 31, 2022
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities (in shares)	22,156,908	22,242,283	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	15,786,737
Stock options
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities (in shares)	5,373,442	5,860,516	7,679,780
RSUs
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities (in shares)	966,673	595,030	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	0

Financial instruments - Schedule Of Long-Term Debt (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Debt Instrument [Line Items]
Current portion of long-term debt	$ (27,848)	$ (33,056)
Unamortized debt issuance cost	(917)	(1,338)
Unamortized discount	(1,685)	(1,308)
Long-term debt, less current portion	366,998	385,010
Revolving Credit Facility
Debt Instrument [Line Items]
Long-term debt, gross	$ 15,000	0
Effective interest rate	9.88%
Term Loan Facilities
Debt Instrument [Line Items]
Long-term debt, gross	$ 382,448	$ 420,712
Effective interest rate	9.89%

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 835
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-Name Accounting Standards Codification
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+ Details

Commitments and contingencies - Narrative (Details) $ in Thousands						12 Months Ended
	Jan. 04, 2024 USD ($)	Mar. 08, 2023 USD ($)	Nov. 10, 2021 USD ($)	Dec. 22, 2020	Feb. 09, 2016	Dec. 31, 2023 USD ($) letter_of_credit	Dec. 31, 2022 USD ($) letter_of_credit	Dec. 31, 2021 USD ($)
Loss Contingencies [Line Items]
Number of letters of credit outstanding \| letter_of_credit						3	1
Letters of credit outstanding, amount						$ 1,800
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
Harbor
Loss Contingencies [Line Items]
Supply commitment, term				8 years
Supplier of Single Injection OA Product
Loss Contingencies [Line Items]
Royalty expense						$ 14,035	$ 14,712	$ 13,300
HA Product
Loss Contingencies [Line Items]
Collaborative arrangement, upfront payments			$ 853
Collaborative arrangement, amount payable upon obtaining product certification			$ 1,707
Collaborative arrangement, rights and obligations, payment period			5 days
Collaborative arrangement, royalty percentage, threshold one			5.00%
Collaborative arrangement, sales threshold for royalties			$ 569
Collaborative arrangement, royalty percentage, threshold two			2.50%
Collaborative arrangement, adjusted amount payable upon obtaining product certification		$ 1,418
HA Product \| Subsequent Event
Loss Contingencies [Line Items]
Milestone payment due January 24, 2024	$ 709
Finite-lived intangible asset recognized	$ 709
Minimum
Loss Contingencies [Line Items]
Lessee, operating lease, remaining lease term						1 month
Maximum
Loss Contingencies [Line Items]
Lessee, operating lease, remaining lease term						9 years 3 months 29 days

Pay vs Performance Disclosure - USD ($) $ in Thousands	12 Months Ended
Pay vs Performance Disclosure - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Pay vs Performance Disclosure
Net Income (Loss)	$ (156,230)	$ (158,704)	$ 19,375

- Definition

The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 235
-SubTopic 10
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Reference 7: http://www.xbrl.org/2003/role/disclosureRef
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Reference 23: http://www.xbrl.org/2003/role/disclosureRef
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Reference 33: http://www.xbrl.org/2003/role/disclosureRef
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Reference 34: http://www.xbrl.org/2003/role/disclosureRef
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Reference 36: http://www.xbrl.org/2003/role/disclosureRef
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Reference 37: http://www.xbrl.org/2003/role/disclosureRef
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-URI https://asc.fasb.org//1943274/2147483589/942-220-S99-1

+ Details

Consolidated Balance Sheets (Parenthetical) - $ / shares	Dec. 31, 2023	Dec. 31, 2022
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)	63,267,436	62,063,014
Common stock, shares issued (in shares)	63,267,436	62,063,014
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

Financial instruments - Narrative (Details)								12 Months Ended
Financial instruments - Narrative (Details)	Jun. 30, 2024 USD ($)	Mar. 31, 2023 USD ($)	Oct. 28, 2022 USD ($)	Jul. 12, 2022	Jul. 11, 2022 USD ($)	Oct. 29, 2021 USD ($)	Dec. 06, 2019 USD ($)	Dec. 31, 2023 USD ($) letter_of_credit derivative	Dec. 31, 2022 USD ($)	Dec. 31, 2021 USD ($)
Debt Instrument [Line Items]
Borrowing on revolver								$ 64,000,000	$ 25,000,000	$ 20,000,000
Unamortized discount								1,685,000	1,308,000
Deferred financing costs								917,000	1,338,000
Payments of financing costs								3,661,000	0	0
Loss on debt retirement and modification								0	0	2,162,000
2024								27,848,000
2025								44,075,000
2026								310,525,000
Interest paid								$ 32,470,000	18,043,000	5,837,000
Interest Rate Swap
Debt Instrument [Line Items]
Number of interest rate swap agreements \| derivative								1
Received settlement			$ 7,738,000
Interest income									6,396,000	2,730,000
Secured Debt
Debt Instrument [Line Items]
Minimum liquidity		$ 10,000,000
Increase to applicable margin		1.00%
Secured Debt \| Debt Instrument, Covenant Period One
Debt Instrument [Line Items]
Maximum debt leverage ratio		5.65
Debt instrument, covenant, minimum interest coverage ratio		1.75
Secured Debt \| Debt Instrument, Covenant Period Two
Debt Instrument [Line Items]
Maximum debt leverage ratio		5.00
Debt instrument, covenant, minimum interest coverage ratio		1.75
Secured Debt \| Debt Instrument, Covenant Period Three
Debt Instrument [Line Items]
Maximum debt leverage ratio		4.75
Debt instrument, covenant, minimum interest coverage ratio		1.75
Secured Debt \| Debt Instrument, Covenant Period Four
Debt Instrument [Line Items]
Maximum debt leverage ratio		4.50
Debt instrument, covenant, minimum interest coverage ratio		2.00
Secured Debt \| Debt Instrument, Covenant Period Five
Debt Instrument [Line Items]
Maximum debt leverage ratio		4.25
Debt instrument, covenant, minimum interest coverage ratio		2.00
Secured Debt \| Debt Instrument, Covenant Period Six
Debt Instrument [Line Items]
Maximum debt leverage ratio		4.00
Debt instrument, covenant, minimum interest coverage ratio		2.25
Secured Debt \| Debt Instrument, Covenant, Certain Events
Debt Instrument [Line Items]
Maximum debt leverage ratio		4.50
Secured Debt \| Debt Instrument, Covenant Period Seven
Debt Instrument [Line Items]
Debt instrument, covenant, minimum interest coverage ratio		2.50
Secured Debt \| Debt Instrument, Covenant Period Eight
Debt Instrument [Line Items]
Debt instrument, covenant, minimum interest coverage ratio		3.00
Secured Debt \| SOFR
Debt Instrument [Line Items]
Debt instrument, lending margin, interest rate		4.25%		3.25%
Secured Debt \| Base Rate
Debt Instrument [Line Items]
Debt instrument, lending margin, interest rate		3.25%		2.25%
Secured Debt \| Term Loan Facilities \| Level 2
Debt Instrument [Line Items]
Long-term debt, fair value								$ 382,926,000
Revolving Credit Facility \| Forecast
Debt Instrument [Line Items]
Revolver credit capacity reduced amount	$ 5,000,000
Line of Credit
Debt Instrument [Line Items]
Loss on debt retirement and modification										2,162,000
Weighted average interest rate								9.92%
Line of Credit \| Secured Debt
Debt Instrument [Line Items]
Debt instrument, face amount							$ 200,000,000
Deferred financing costs										3,174,000
Line of Credit \| Secured Debt \| Term Loan Facility
Debt Instrument [Line Items]
Borrowing on revolver					$ 80,000,000	$ 80,000,000
Unamortized discount					240,000
Deferred financing costs					101,000					1,421,000
Payments of financing costs					0					3,318,000
Loss on debt retirement and modification					$ 0
Amortization of debt issuance costs										1,897,000
Interest expense, debt										269,000
Debt Instrument, Periodic Payment, Principal, Year One								$ 3,056,000
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								277,469,000
Line of Credit \| Secured Debt \| Term Loan
Debt Instrument [Line Items]
Debt instrument, face amount						$ 360,750,000
Line of Credit \| Secured Debt \| Term Loan Facilities
Debt Instrument [Line Items]
Unamortized discount								1,685,000
Deferred financing costs								917,000
Interest expense, debt								1,706,000	853,000	588,000
Long-term debt								379,846,000
Line of Credit \| Revolving Credit Facility
Debt Instrument [Line Items]
Line of credit facility, borrowing capacity							$ 50,000,000	45,000,000
Deferred financing costs										$ 893,000
Debt instrument, term							5 years
Outstanding borrowings on line of credit								$ 15,000,000	$ 0
Commitment fee rate								0.30%
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								3
Line of credit facility, remaining borrowing capacity								$ 43,200,000
Line of credit, unused capacity, commitment fee								0.125%
Line of Credit \| Swingline Loan
Debt Instrument [Line Items]
Debt instrument, term							5 days
Outstanding borrowings on line of credit								$ 0

Consolidated Statements of Operations and Comprehensive (Loss) Income (Parenthetical) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Income Statement [Abstract]
Depreciation and amortization	$ 48,503	$ 45,622	$ 26,471

Stockholders’ equity (Tables)

12 Months Ended

Dec. 31, 2023

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):


	2023			2022
	LLC Interests	Ownership %		LLC Interests	Ownership %
Number of LLC Interests owned
Bioventus Inc.	63,267	80.0	%	62,063	79.7	%
Continuing LLC Owner	15,787	20.0	%	15,787	20.3	%
Total	79,054	100.0	%	77,850	100.0	%

Revenue recognition

12 Months Ended

Dec. 31, 2023

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 within each segment as follows for the years ended December 31:


	2023		2022		2021
U.S.
Pain Treatments	$	197,954	$	194,830	$	201,068
Restorative Therapies	116,851		134,214		103,009
Surgical Solutions	135,055		126,207		83,476
Total U.S. net sales	449,860		455,251		387,553

International
Pain Treatments	22,847		21,495		20,539
Restorative Therapies	20,222		20,420		18,563
Surgical Solutions	19,416		14,951		4,243
Total International net sales	62,485		56,866		43,345

Total net sales	$	512,345	$	512,117	$	430,898

- 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
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 9
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479806/606-10-50-9

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 10
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479806/606-10-50-10

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 15
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479806/606-10-50-15

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 12
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479806/606-10-50-12

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 12
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479806/606-10-50-12

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 12
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479806/606-10-50-12

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 12
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-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479806/606-10-50-12

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 12
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-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479806/606-10-50-12

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Subparagraph (b)(2)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479806/606-10-50-13

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Name Accounting Standards Codification
-Topic 606
-Publisher FASB
-URI https://asc.fasb.org//606/tableOfContent

+ Details

Financial instruments - Loan Margins and Commitment Fee Rates (Details)	12 Months Ended
	Dec. 31, 2023
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

Significant accounting policies

12 Months Ended

Dec. 31, 2023

Accounting Policies [Abstract]

Significant accounting policies

Recently issued accounting pronouncements

In addition to being a smaller reporting company and an emerging growth company, the Company also is an accelerated filer under SEC rules and regulations. Therefore, required effective dates for adopting new or revised accounting standards are generally earlier than when smaller reporting companies and emerging growth companies who are not accelerated filers are required to adopt.

In December 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update 2023-09 (“ASU 2023-09”), Income Taxes, which enhances the transparency of income tax disclosures by expanding annual disclosure requirements related to the rate reconciliation and income taxes paid. The amendments are effective for fiscal years beginning after December 15, 2024. Early adoption is permitted. The amendments should be applied on a prospective basis. Retrospective application is permitted. The Company is currently evaluating this ASU to determine its impact on the Company's disclosures.

In November 2023, the FASB issued Accounting Standards Update 2023-07 (“ASU 2023-07”), Segment Reporting, which improves reportable segment disclosure requirements. ASU 2023-07 primarily enhances disclosures about significant segment expenses by requiring that a public entity disclose significant segment expenses that are regularly provided to the Chief Operating Decision Maker (“CODM”) and included within each reported measure of segment profit or loss. This ASU also (i) requires that a public entity disclose, on an annual and interim basis, an amount for other segment items by reportable segment, and a description of its composition; (ii) requires that all annual disclosures are provided in the interim periods; (iii) clarifies that if the CODM uses more than one measure of profitability in assessing segment performance and deciding how to allocate resources, that one or more of those measures may be reported; (iv) requires disclosure of the title and position of the CODM and a description of how the reported measures are used by the CODM in assessing segment performance and in deciding how to allocate resources; (v) requires that an entity with a single segment provide all new required disclosures. ASU 2023-07 is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024 and requires retrospective application. Early adoption is permitted. The amendments under ASU 2023-07 relate to financial disclosures and its adoption will not have an impact on the Company’s results of operations, financial position or cash flows. The Company will adopt ASU 2023-07 for the annual reporting period ending December 31, 2024 and for interim reporting periods thereafter.

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 the 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 was a gain of $351 for the year ended December 31, 2023 and losses of $250 and $132 for the years ended December 31, 2022 and 2021, respectively.

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) 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 and rehabilitation 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, 2023, 2022 and 2021.

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 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 $257 and $267 as of December 31, 2023 and 2022, 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 $2,347 and $2,895 as of December 31, 2023 and 2022, 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.

The Company recorded an impairment loss of $78,615 for the year ended December 31, 2023 in the U.S. reporting segment of net intellectual property attributable to the TheraSkin and TheraGenesis products, which were sold in May 2023. The loss was recorded in impairment of assets within the consolidated statements of operations and comprehensive (loss) income. 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 divestitures for further information regarding both of these impairments.

Except for the previously described impairments of intangibles and the Company’s VIE, there were no other events, facts or circumstances for the years ended December 31, 2023, 2022 and 2021 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. Refer to Note 12. Commitments and contingencies for further details regarding leased assets. 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			7
Leasehold improvements			7
Machinery and equipment			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			18.6
Distribution rights			11.2


Developed technology			9.8

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, 2023 and 2021.

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 assets 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 $36,782 and $31,041 as of December 31, 2023 and 2022 and the related accumulated amortization totaled $28,040 and $20,997, respectively. Amortization expense was $6,694, $4,449 and $2,227 for the years ended December 31, 2023, 2022 and 2021, 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.

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:


	2023		2022		2021
Supplier A	27	%	25	%	27	%
Supplier B	17	%	15	%	15	%
Supplier C	8	%	10	%	15	%
Supplier D	7	%	7	%	8	%

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


	2023		2022
Supplier A	$	5,839	$	8,583
Supplier B	$	535	$	555
Supplier C	$	940	$	2,673
Supplier D	$	1,417	$	1,473

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


	2023		2022		2021
Product A	27	%	25	%	27	%
Product B	14	%	14	%	20	%
Product C	17	%	15	%	15	%
Product D	8	%	10	%	15	%
Product E	7	%	7	%	8	%

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 $3,853, $5,203 and $3,873 for the years ended December 31, 2023, 2022 and 2021, 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 stockholders, 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.

Restructuring costs (Details) - USD ($) $ in Thousands	12 Months Ended
Restructuring costs (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Restructuring Reserve [Roll Forward]
Beginning balance	$ 3,760	$ 1,536
Expenses incurred	840	6,779	$ 2,487
Payments made	(3,284)	(4,555)
Ending balance	1,316	3,760	1,536
Employee severance and temporary labor costs
Restructuring Reserve [Roll Forward]
Beginning balance	3,760	1,400
Expenses incurred	648	5,172
Payments made	(3,092)	(2,812)
Ending balance	1,316	3,760	1,400
Other charges
Restructuring Reserve [Roll Forward]
Beginning balance	0	136
Expenses incurred	192	1,607
Payments made	(192)	(1,743)
Ending balance	0	0	136
Restructuring Plan Of 2022
Restructuring Reserve [Roll Forward]
Expenses incurred	793	4,581
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	$ 84	$ 1,479

Acquisitions and divestitures - Fair value of assets acquired and liabilities assumed (Details) - USD ($) $ in Thousands	Jul. 12, 2022	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Assets acquired and liabilities assumed:
Goodwill		$ 7,462	$ 7,462	$ 147,623
U.S.
Assets acquired and liabilities assumed:
Goodwill		0	0	138,863
International
Assets acquired and liabilities assumed:
Goodwill		7,462	$ 7,462	$ 8,760
CartiHeal Ltd
Business Acquisition [Line Items]
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
Goodwill	$ 60,294
CartiHeal Ltd \| Intellectual property \| U.S.
Assets acquired and liabilities assumed:
Goodwill expected tax deductible amount		55,295
CartiHeal Ltd \| Intellectual property \| International
Assets acquired and liabilities assumed:
Goodwill expected tax deductible amount		$ 4,999

Income taxes

12 Months Ended

Dec. 31, 2023

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:


	2023		2022		2021
United States	$	(125,676)	$	(187,571)	$	9,511
International	4,565		(1,454)		(23)
(Loss) income before income taxes - continuing operations	$	(121,111)	$	(189,025)	$	9,488

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


	2023		2022		2021
Current:
United States federal	$	(734)	$	2,092	$	5,675
United States state and local	2,085		(96)		1,750
International	1,111		296		367
Total current	2,462		2,292		7,792

Deferred:
United States federal	(2,881)		(38,678)		(9,015)
United States state and local	(1,951)		(7,897)		(533)
International	2,455		(91)		(210)
Total deferred	(2,377)		(46,666)		(9,758)
Total income tax expense (benefit) - continuing operations	$	85	$	(44,374)	$	(1,966)

Cash paid for income taxes totaled $2,955, $1,518 and $7,456 for the years ended December 31, 2023, 2022 and 2021, 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:


	2023		2022		2021
U.S. statutory federal corporate income tax rate	21.0	%	21.0	%	21.0	%
Noncontrolling interest	(6.6)		(6.4)		(18.6)
LLC flow-through structure	15.7		5.4		(70.4)
Non-deductible expenses	(1.1)		—		43.8
State and local income taxes, net of federal benefit	0.2		4.2		11.8
Change in valuation allowance	(29.1)		(0.4)		7.0
Research and other tax credits	0.5		0.3		(4.5)
Organizational Transactions	—		(0.6)		(8.6)
Uncertain tax positions	1.1		(0.9)		(9.0)
Foreign rate differential	(0.2)		—		(0.9)
GAAP impairment	—		(3.5)		—
Stock compensation	(4.0)		—		—
Other	2.4		4.4		2.6
Effective income tax rate	(0.1	%)	23.5	%	(25.8	%)

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:


	2023		2022
Deferred tax assets:
Capital loss carryforward	$	17,407	$	—
Interest	13,374		7,020
Net operating losses and tax credit carryforwards	10,792		18,419
Tax credits	1,567		1,759
Investment in Bioventus LLC	1,221		—
Transaction costs	975		980
Stock-based compensation	947		681
Research & Development	69		63
Fixed assets	18		30
Accrued liabilities	7		6
Other	470		571
Gross deferred tax asset	46,847		29,529
Valuation allowance	(46,007)		(2,536)
Total deferred tax assets	840		26,993
Deferred tax liability:
Investment in Bioventus LLC	—		26,814
Intangibles	2,053		2,427
Gross deferred tax liability	2,053		29,241
Net deferred tax liability	$	1,213	$	2,248

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 $43,471. The valuation allowance at December 31, 2023 is primarily against NOLs, interest carryover and capital loss carryforward. The valuation allowance at December 31, 2022 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, 2023, the Company had approximately $42,422 in U.S. federal NOL carryforwards at its corporate subsidiaries and $1,213 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, 2023, the Company had approximately $27,695 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 $4,725 and $5,883 as of December 31, 2023 and 2022, respectively. The Company had $2,047 and $2,297 accrued for payment of interest and penalties as of December 31, 2023 and 2022, respectively. If the $4,725 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 $1,446 in the twelve months following December 31, 2023 in its uncertain tax positions due to various statute expirations during 2024. 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 2020 - 2023 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, 2023 follows:


Beginning of the period	$	5,883
Additions for current year tax positions	142
Expiration of statutes	(1,300)
End of the period	$	4,725

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, 2023, 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
-Topic 946
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480990/946-20-50-13

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 235
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(h)(2))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480678/235-10-S99-1

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-Name Accounting Standards Codification
-Publisher FASB
-URI https://asc.fasb.org//740/tableOfContent

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 14
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482685/740-10-50-14

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 21
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482685/740-10-50-21

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 270
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482526/740-270-50-1

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 17
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482685/740-10-50-17

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SAB TOPIC 6.I.5.Q1)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479360/740-10-S99-1

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 2
-Subparagraph (SAB Topic 11.C)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479360/740-10-S99-2

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 30
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482603/740-30-50-2

+ Details

Subsequent events	12 Months Ended
Subsequent events	Dec. 31, 2023
Subsequent Events [Abstract]
Subsequent events	Subsequent eventsAs disclosed in Note 5. Financial Instruments, the Company amended the 2019 Credit Agreement on January 18, 2024 to further modify certain financial covenants applicable to borrowings under the 2019 Credit Agreement. In addition, during the period commencing on the Closing Date and ending upon the satisfaction of certain conditions occurring not prior to October 29, 2025, the Company will be subject to certain additional financial covenants and requirements as set forth in Note 5. Financial instruments

Significant accounting policies - Property and equipment useful lives (Details)	Dec. 31, 2023
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
Property, Plant and Equipment [Line Items]
Useful life	7 years
Leasehold improvements
Property, Plant and Equipment [Line Items]
Useful life	7 years
Machinery and equipment
Property, Plant and Equipment [Line Items]
Useful life	7 years

Acquisitions and divestitures - Narrative (Details) - USD ($) $ in Thousands				1 Months Ended	12 Months Ended
	Feb. 27, 2023	Oct. 29, 2021	Mar. 30, 2021	Dec. 31, 2022	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021	Aug. 23, 2021
Business Acquisition [Line Items]
Discontinued Operation, Gain (Loss) on Disposal, Statement of Income or Comprehensive Income [Extensible Enumeration]	Loss from discontinued operations, net of tax
Impairment of assets					$ 78,615	$ 134,982	$ 7,043
Harbor Medtech Inc
Business Acquisition [Line Items]
Impairment of assets					$ 78,615		$ 5,674
Impairment of variable interest entity assets, attributable to noncontrolling interest						5,176
Impairment of variable interest entity						1,369
Variable Interest Entity, Primary Beneficiary \| Harbor Medtech Inc
Business Acquisition [Line Items]
Impairment of assets						$ 5,674
Series C Preferred Stock \| Variable Interest Entity, Primary Beneficiary \| Harbor Medtech Inc
Business Acquisition [Line Items]
Variable interest entity, ownership percentage					8.80%
Trice Medical, Inc
Business Acquisition [Line Items]
Impairment of assets				$ 10,285
Investment owned, cost								$ 10,000
Investment owned, ownership percentage								8.40%
Misonix, Inc
Business Acquisition [Line Items]
Percentage of business acquired		100.00%
Business combination, consideration transferred		$ 525,316
Consideration transferred, value of options settled		27,636
Misonix, Inc \| Common Stock
Business Acquisition [Line Items]
Cash consideration		223,118
Consideration transferred, equity interests issued and issuable		$ 274,562
Bioness, Inc
Business Acquisition [Line Items]
Percentage of business acquired		100.00%
Cash consideration			$ 48,933
Bioness, Inc \| Meeting Net Sales Targets Over A Three-Year Period, Payment One
Business Acquisition [Line Items]
Business combination, contingent consideration, liability			20,000
Earn out payments			$ 50,000
Business combination, continent consideration, milestone period			3 years
Bioness, Inc \| Meeting Net Sales Targets Over A Three-Year Period, Payment Two
Business Acquisition [Line Items]
Business combination, contingent consideration, liability			$ 10,000
Business combination, continent consideration, milestone period			3 years
Bioness, Inc \| For Obtaining CMS Coverage And Reimbursement For Certain Products
Business Acquisition [Line Items]
Business combination, contingent consideration, liability			$ 20,000

Stockholders’ equity

12 Months Ended

Dec. 31, 2023

Equity [Abstract]

Stockholders’ equity

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.

•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.

•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 Company issued 15,786,737 shares of Class B common stock to the Original BV LLC Owners.

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.

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.

BV LLC recapitalization

On February 16, 2021, the Company amended and restated the BV LLC Agreement to, among other things, (i) provide for 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 provides that holders of LLC Interests may, from time to time, require the Company to redeem all or a portion of their LLC Interests for newly-issued shares of Class A common stock on a one-for-one basis. The Company may elect to settle any such redemption in shares of Class A common stock or in cash.

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

Noncontrolling interest

In connection with any redemption 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, 2023 and 2022. The following table summarizes the ownership interest in BV LLC as of December 31 (number of units in thousands):


	2023			2022
	LLC Interests	Ownership %		LLC Interests	Ownership %
Number of LLC Interests owned
Bioventus Inc.	63,267	80.0	%	62,063	79.7	%
Continuing LLC Owner	15,787	20.0	%	15,787	20.3	%
Total	79,054	100.0	%	77,850	100.0	%

- Definition

The entire disclosure for equity.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-13

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Subparagraph (h)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-13

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 14
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-14

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 235
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481062/946-235-50-2

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 235
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481062/946-235-50-2

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 505
-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481004/946-505-50-6

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 815
-SubTopic 40
-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480237/815-40-50-6

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.3-04)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480008/505-10-S99-1

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 235
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(e)(1))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480678/235-10-S99-1

Reference 10: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 505
-Name Accounting Standards Codification
-Publisher FASB
-URI https://asc.fasb.org//505/tableOfContent

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
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-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-13

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
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-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Subparagraph (g)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-13

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Subparagraph (i)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-13

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 14
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-14

Reference 15: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
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-Name Accounting Standards Codification
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Reference 16: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
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-Name Accounting Standards Codification
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Reference 17: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
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-Name Accounting Standards Codification
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-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-18

Reference 18: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
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-Paragraph 18
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-18

Reference 19: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
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-Section 50
-Paragraph 18
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-18

+ Details

Stockholders’ equity - Narrative (Details) $ / shares in Units, $ in Thousands		12 Months Ended
	Feb. 16, 2021 USD ($) entity $ / shares shares	Dec. 31, 2023 USD ($) vote $ / shares shares	Dec. 31, 2022 USD ($) $ / shares shares	Dec. 31, 2021 USD ($)	Dec. 31, 2020 USD ($)
Class of Stock [Line Items]
Payment of underwriting discounts and commissions \| $		$ 0	$ 0	$ 1,838
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)	31,838,589
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 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
Common Class A \| BV LLC
Class of Stock [Line Items]
Number of entities acquired \| entity	10
Number of shares issued in acquisition (in shares)	31,838,589
Common Class A \| IPO
Class of Stock [Line Items]
Number of shares issued in public offering (in shares)	9,200,000
Price per share in public offering (in dollars per share) \| $ / shares	$ 13.00
Common Class A \| Over-Allotment Option
Class of Stock [Line Items]
Number of shares issued in public offering (in shares)	1,200,000
Common Class B
Class of Stock [Line Items]
Shares issued or issuable, required stock to LLC interest ratio	1	1
Number of shares cancelled (in shares)	31,838,589
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
Cancellation ratio, required stock to LLC interest ratio		1
Common Class B \| BV LLC
Class of Stock [Line Items]
Number of shares cancelled (in shares)	15,786,737

Balance sheet information - Intangible assets (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Finite-Lived Intangible Assets [Line Items]
Total carrying amount	$ 816,031	$ 938,322
Total accumulated amortization	(332,803)	(297,204)
Intangible assets, net before currency translation	483,228	641,118
Currency translation	(878)	(1,267)
Intangible assets, net	482,350	639,851
Impairment of assets	78,615	134,982	$ 7,043
IPR&D
Finite-Lived Intangible Assets [Line Items]
Total carrying amount	5,500	5,500
Intellectual property
Finite-Lived Intangible Assets [Line Items]
Total carrying amount	677,258	790,049
Total accumulated amortization	(218,031)	(187,767)
Intellectual property \| Discontinued Operations, Held-for-Sale
Finite-Lived Intangible Assets [Line Items]
Impairment of assets	78,615
Intellectual property \| Discontinued Operations, Held-for-Sale \| CartiHeal Ltd
Finite-Lived Intangible Assets [Line Items]
Total accumulated amortization		(11,327)
Intangible assets, net		410,200
Distribution rights
Finite-Lived Intangible Assets [Line Items]
Total carrying amount	61,325	61,325
Total accumulated amortization	(49,301)	(44,319)
Customer relationships
Finite-Lived Intangible Assets [Line Items]
Total carrying amount	57,950	67,450
Total accumulated amortization	(57,950)	(58,842)
Developed technology and other
Finite-Lived Intangible Assets [Line Items]
Total carrying amount	13,998	13,998
Total accumulated amortization	$ (7,521)	$ (6,276)

Fair value measurements - Liabilities measured at fair value (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Liabilities:
Deferred Amount - Long Term	$ 18,150	$ 17,431
Fair Value, Recurring
Liabilities:
Total liabilities:	18,150	281,566
Fair Value, Recurring \| CartiHeal Ltd
Liabilities:
Business combination, contingent consideration, liability	0	67,251
Fair Value, Recurring \| CartiHeal Ltd \| Deferred Amount
Liabilities:
Deferred Amount - Current	0	117,615
Deferred Amount - Long Term	0	79,269
Fair Value, Recurring \| Bioness, Inc
Liabilities:
Business combination, contingent consideration, liability	18,150	17,431
Fair Value, Recurring \| Level 2
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
Liabilities:
Total liabilities:	18,150	281,566
Fair Value, Recurring \| Level 3 \| CartiHeal Ltd
Liabilities:
Business combination, contingent consideration, liability	0	67,251
Fair Value, Recurring \| Level 3 \| CartiHeal Ltd \| Deferred Amount
Liabilities:
Deferred Amount - Current	0	117,615
Deferred Amount - Long Term	0	79,269
Fair Value, Recurring \| Level 3 \| Bioness, Inc
Liabilities:
Business combination, contingent consideration, liability	$ 18,150	$ 17,431

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

11 Months Ended

12 Months Ended

Dec. 31, 2021

Dec. 31, 2023

Dec. 31, 2022

Dec. 31, 2021

Numerator:

Net loss from continuing operations

$ (14,523)

$ (121,196)

$ (144,651)

$ 11,454

Net loss attributable to noncontrolling interests — continuing operations

9,789

24,458

40,732

9,789

Net loss attributable to Bioventus Inc. Class A common stockholders — continuing operations

(4,734)

(96,738)

(103,919)

Loss from discontinued operations, net of tax

(1,868)

(74,429)

(68,740)

(1,868)

Loss attributable to noncontrolling interest - discontinued operations

14,937

13,955

$ 0

Net loss attributable to Bioventus Inc. Class A common stockholders — discontinued operations

$ (1,868)

$ (59,492)

$ (54,785)

Denominator:

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

45,472,483

62,647,554

^[1]

61,389,107

^[1]

45,472,483

^[1]

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

45,472,483

62,647,554

^[1]

61,389,107

^[1]

45,472,483

^[1]

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

$ (0.11)

$ (1.54)

^[1]

$ (1.70)

^[1]

$ (0.11)

^[1]

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

(0.11)

(1.54)

^[1]

(1.70)

^[1]

(0.11)

^[1]

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

(0.04)

(0.95)

^[1]

(0.89)

^[1]

(0.04)

^[1]

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

(0.04)

(0.95)

^[1]

(0.89)

^[1]

(0.04)

^[1]

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

(0.15)

(2.49)

^[1]

(2.59)

^[1]

(0.15)

^[1]

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

$ (0.15)

$ (2.49)

^[1]

$ (2.59)

^[1]

$ (0.15)

^[1]

[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 8. Stockholders’ equity and Note 9. Earnings per share within the Notes to the Consolidated Financial Statements.

Earnings per share (Tables)

12 Months Ended

Dec. 31, 2023

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):


	December 31, 2023		December 31, 2022		February 16, 2021 through the Year Ended December 31, 2021
Numerator:
Net loss from continuing operations	$	(121,196)	$	(144,651)	$	(14,523)
Net loss attributable to noncontrolling interests — continuing operations	24,458		40,732		9,789
Net loss attributable to Bioventus Inc. Class A common stockholders — continuing operations	$	(96,738)	$	(103,919)	$	(4,734)

Numerator:
Net loss from discontinued operations	$	(74,429)	$	(68,740)	$	(1,868)
Net loss attributable to noncontrolling interests — discontinued operations	14,937		13,955		—
Net loss attributable to Bioventus Inc. Class A common stockholders — discontinued operations	$	(59,492)	$	(54,785)	$	(1,868)

Denominator:
Weighted-average shares of Class A common stock outstanding - basic and diluted	62,647,554		61,389,107		45,472,483

Net loss per share of Class A common stock, from continuing operations, basic and diluted	$	(1.54)	$	(1.70)	$	(0.11)
Net loss per share of Class A common stock, from discontinued operations, basic and diluted	(0.95)		(0.89)		(0.04)
Net loss per share of Class A common stock, basic and diluted	$	(2.49)	$	(2.59)	$	(0.15)

Schedule of Antidilutive Securities


	Year Ended December 31, 2023	Year Ended December 31, 2022	February 16, 2021 through the Year Ended December 31, 2021
LLC Interests held by Continuing LLC Owner(a)	15,786,737	15,786,737	15,786,737
Stock options	5,860,516	7,679,780	5,373,442
RSUs	595,030	710,807	966,673
Unvested shares of Class A common stock	—	—	30,056
Total	22,242,283	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.

Balance sheet information - Changes in the carrying amounts of goodwill by reportable segment (Details) - USD ($)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Goodwill [Roll Forward]
Beginning balance	$ 7,462,000	$ 147,623,000
Additions		60,294,000
Deconsolidation of noncontrolling interest		(494,000)
Purchase accounting adjustments		(4,467,000)
Impairments of assets	0	(189,197,000)	$ 0
Reclassification		(6,297,000)
Ending balance	7,462,000	7,462,000	147,623,000
Discontinued Operations, Held-for-Sale \| CartiHeal Ltd
Goodwill [Roll Forward]
Beginning balance	6,297,000
Ending balance		6,297,000
U.S.
Goodwill [Roll Forward]
Beginning balance	0	138,863,000
Additions		55,295,000
Deconsolidation of noncontrolling interest		(494,000)
Purchase accounting adjustments		(4,467,000)
Impairments of assets		(189,197,000)
Reclassification		0
Ending balance	0	0	138,863,000
International
Goodwill [Roll Forward]
Beginning balance	7,462,000	8,760,000
Additions		4,999,000
Deconsolidation of noncontrolling interest		0
Purchase accounting adjustments		0
Impairments of assets		0
Reclassification		(6,297,000)
Ending balance	$ 7,462,000	$ 7,462,000	$ 8,760,000

Discontinued operations

12 Months Ended

Dec. 31, 2023

Discontinued Operations and Disposal Groups [Abstract]

Discontinued operations

On February 27, 2023 the Company reached a Settlement Agreement with the Former Securityholders of CartiHeal that resulted in the transfer of 100% of Company’s shares in CartiHeal to a Trustee. Refer to Note 4. Acquisitions and divestitures for further details concerning the CartiHeal Settlement Agreement and its deconsolidation from the Company’s financial statements. CartiHeal had no sales for the year ended December 31, 2022 and December 31, 2023.


	December 31, 2022
Carrying amounts of major classes of assets included as part of discontinued operations
Cash	$	1,628
Restricted cash	23
Other receivables	350
Inventory	642
Prepaid and other current assets	134
Current assets attributable to discontinued operations	2,777
Property and equipment, net	191
Goodwill	6,297
Intangible assets, net	398,873
Operating lease assets	618
Other assets	15
Long-term assets attributable to discontinued operations	405,994
Total assets attributable to discontinued operations	$	408,771
Carrying amounts of major liabilities included as part of discontinued operations
Accounts payable	$	852
Accrued liabilities	384
Current portion of deferred consideration	117,615
Other current liabilities	236
Current liabilities attributable to discontinued operations	119,087
Deferred income taxes	79,863
Deferred consideration	79,269
Contingent consideration	67,251
Other long-term liabilities	2,528
Long-term liabilities attributable to discontinued operations	228,911
Total liabilities attributable to discontinued operations	$	347,998

The following table summarizes the major income and expense line items of these discontinued operations, as reported in the consolidated statements of operations for the years ended December 31:


	2023		2022		2021



Selling, general and administrative expense	$	1,728	$	472	$	—
Research and development expense	396		2,087		—
Change in fair value of contingent consideration(a)	1,710		5,350		—
Depreciation and amortization(a)	4,264		11,405		—
Impairments of assets	—		64,500		—
Operating loss from discontinued operations	(8,098)		(83,814)		—
Interest expense, net(a)	4,889		13,774		—
Other expense (income)(b)	61,442		(22,714)		1,868
Other expense (income)	66,331		(8,940)		1,868
Loss before income taxes	(74,429)		(74,874)		(1,868)
Income tax benefit, net	—		(6,134)		—
Net loss from discontinued operations	(74,429)		(68,740)		(1,868)
Loss attributable to noncontrolling interest — discontinued operations	14,937		13,955		—
Net loss attributable to Bioventus Inc. — discontinued operations	$	(59,492)	$	(54,785)	$	(1,868)

(a)Depreciation and amortization, the change in fair value of contingent consideration and interest expense represent the significant operating non-cash items of discontinued operations.

Commitments and contingencies - Supplemental balance sheet information (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Operating lease assets
Operating lease assets	$ 13,353	$ 16,690
Operating lease liabilities- current	$ 4,057	$ 3,552
Operating Lease, Liability, Current, Statement of Financial Position [Extensible Enumeration]	Other current liabilities	Other current liabilities
Operating lease liabilities- noncurrent	$ 10,573	$ 14,355
Operating Lease, Liability, Noncurrent, Statement of Financial Position [Extensible Enumeration]	Other long-term liabilities	Other long-term liabilities
Total operating lease liabilities	$ 14,630	$ 17,907
Financing leases
Finance Lease, Right-of-Use Asset, Statement of Financial Position [Extensible Enumeration]	Property and equipment, net	Property and equipment, net
Property, plant and equipment - net	$ 14,279	$ 128
Finance Lease, Liability, Current, Statement of Financial Position [Extensible Enumeration]	Other current liabilities	Other current liabilities
Finance lease liabilities - current	$ 759	$ 55
Finance Lease, Liability, Noncurrent, Statement of Financial Position [Extensible Enumeration]	Other long-term liabilities	Other long-term liabilities
Finance lease liabilities - noncurrent	$ 10,386	$ 76
Total financing lease liabilities	$ 11,145	$ 131
Operating lease, weighted average remaining lease term (years)	3 years 9 months 18 days	4 years 9 months 18 days
Finance leases, weighted average remaining lease term (years)	9 years 3 months 18 days	2 years 4 months 24 days
Weighted average discount rate for operating leases (in percent)	4.70%	4.80%
Weighted average discount rate, finance leases, (in percent)	8.10%	3.30%

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

12 Months Ended

Dec. 31, 2023

Dec. 31, 2022

Dec. 31, 2021

Income Statement [Abstract]

Net sales

$ 512,345

$ 512,117

$ 430,898

Cost of sales (including depreciation and amortization of $48,503, $45,622 and $26,471 respectively)

184,152

181,037

128,192

Gross profit

328,193

331,080

302,706

Selling, general and administrative expense

303,879

332,134

254,253

Research and development expense

13,446

23,854

19,039

Restructuring costs

840

6,779

2,487

Change in fair value of contingent consideration

719

1,102

829

Depreciation and amortization

8,842

9,748

8,363

Impairment of assets

78,615

Impairment of goodwill

124,697

Loss on disposals

3,577

Impairment of variable interest entity assets

5,674

Operating (loss) income

(81,725)

(167,234)

12,061

Interest expense, net

40,676

12,021

1,112

Other (income) expense

(1,290)

9,770

1,461

Other expense

39,386

21,791

2,573

(Loss) income before income taxes

(121,111)

(189,025)

9,488

Income tax expense (benefit), net

(44,374)

(1,966)

Net (loss) income from continuing operations

(121,196)

(144,651)

11,454

Loss from discontinued operations, net of tax

(74,429)

(68,740)

(1,868)

Net (loss) income

(195,625)

(213,391)

9,586

Loss attributable to noncontrolling interest - continuing operations

24,458

40,732

9,789

Loss attributable to noncontrolling interest - discontinued operations

14,937

13,955

Net (loss) income attributable to Bioventus Inc.

(156,230)

(158,704)

19,375

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

(8)

133

Change in foreign currency translation adjustments

1,140

(501)

(1,318)

Comprehensive (loss) income

(194,493)

(213,759)

8,328

Comprehensive loss attributable to noncontrolling interest - continuing operations

24,230

40,811

9,789

Comprehensive loss attributable to noncontrolling interest - discontinued operations

14,937

13,955

Comprehensive (loss) income attributable to Bioventus Inc.

$ (155,326)

$ (158,993)

$ 18,117

Loss per share of Class A common stock

Continuing operations, basic (in dollars per share)

^[1]

$ (1.54)

$ (1.70)

$ (0.11)

Continuing operations, diluted (in dollars per share)

^[1]

(1.54)

(1.70)

(0.11)

Discontinued operations, basic (in dollars per share)

^[1]

(0.95)

(0.89)

(0.04)

Discontinued operations, diluted (in dollars per share)

^[1]

(0.95)

(0.89)

(0.04)

Basic (in dollars per share)

^[1]

(2.49)

(2.59)

(0.15)

Diluted (in dollars per share)

^[1]

$ (2.49)

$ (2.59)

$ (0.15)

Weighted-average shares of Class A common stock outstanding

Basic (in shares)

^[1]

62,647,554

61,389,107

45,472,483

Diluted (in shares)

^[1]

62,647,554

61,389,107

45,472,483

[1]

Cover Page - USD ($) $ in Millions	12 Months Ended
Cover Page - USD ($) $ in Millions	Dec. 31, 2023	Feb. 27, 2024	Jul. 01, 2023
Document Information [Line Items]
Document Type	10-K
Document Annual Report	true
Document Period End Date	Dec. 31, 2023
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 Filer Category	Accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	true
ICFR Auditor Attestation Flag	false
Document Financial Statement Error Correction [Flag]	false
Entity Shell Company	false
Entity Public Float			$ 75.4
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 2024 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, 2023.
Amendment Flag	false
Entity Central Index Key	0001665988
Document Fiscal Year Focus	2023
Document Fiscal Period Focus	FY
Common Class A
Document Information [Line Items]
Entity Common Stock, Shares Outstanding (in shares)		63,378,803
Common Class B
Document Information [Line Items]
Entity Common Stock, Shares Outstanding (in shares)		15,786,737

Income taxes (Tables)

12 Months Ended

Dec. 31, 2023

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:


	2023		2022		2021
United States	$	(125,676)	$	(187,571)	$	9,511
International	4,565		(1,454)		(23)
(Loss) income before income taxes - continuing operations	$	(121,111)	$	(189,025)	$	9,488

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:


	2023		2022		2021
Current:
United States federal	$	(734)	$	2,092	$	5,675
United States state and local	2,085		(96)		1,750
International	1,111		296		367
Total current	2,462		2,292		7,792

Deferred:
United States federal	(2,881)		(38,678)		(9,015)
United States state and local	(1,951)		(7,897)		(533)
International	2,455		(91)		(210)
Total deferred	(2,377)		(46,666)		(9,758)
Total income tax expense (benefit) - continuing operations	$	85	$	(44,374)	$	(1,966)

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:


	2023		2022		2021
U.S. statutory federal corporate income tax rate	21.0	%	21.0	%	21.0	%
Noncontrolling interest	(6.6)		(6.4)		(18.6)
LLC flow-through structure	15.7		5.4		(70.4)
Non-deductible expenses	(1.1)		—		43.8
State and local income taxes, net of federal benefit	0.2		4.2		11.8
Change in valuation allowance	(29.1)		(0.4)		7.0
Research and other tax credits	0.5		0.3		(4.5)
Organizational Transactions	—		(0.6)		(8.6)
Uncertain tax positions	1.1		(0.9)		(9.0)
Foreign rate differential	(0.2)		—		(0.9)
GAAP impairment	—		(3.5)		—
Stock compensation	(4.0)		—		—
Other	2.4		4.4		2.6
Effective income tax rate	(0.1	%)	23.5	%	(25.8	%)

Schedule of Deferred Tax Assets and Liabilities

The components of the deferred taxes were as follows:


	2023		2022
Deferred tax assets:
Capital loss carryforward	$	17,407	$	—
Interest	13,374		7,020
Net operating losses and tax credit carryforwards	10,792		18,419
Tax credits	1,567		1,759
Investment in Bioventus LLC	1,221		—
Transaction costs	975		980
Stock-based compensation	947		681
Research & Development	69		63
Fixed assets	18		30
Accrued liabilities	7		6
Other	470		571
Gross deferred tax asset	46,847		29,529
Valuation allowance	(46,007)		(2,536)
Total deferred tax assets	840		26,993
Deferred tax liability:
Investment in Bioventus LLC	—		26,814
Intangibles	2,053		2,427
Gross deferred tax liability	2,053		29,241
Net deferred tax liability	$	1,213	$	2,248

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, 2023 follows:


Beginning of the period	$	5,883
Additions for current year tax positions	142
Expiration of statutes	(1,300)
End of the period	$	4,725

Income taxes - Narrative (Details) - USD ($) $ in Thousands	12 Months Ended
Income taxes - Narrative (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Income Tax Examination [Line Items]
Income taxes paid	$ 2,955	$ 1,518	$ 7,456
Valuation allowance	(43,471)
Unrecognized tax benefits	4,725	5,883
Unrecognized tax benefits, income tax penalties and interest accrued	2,047	2,297
Decrease in unrecognized tax benefits is reasonably possible		$ 1,446
Domestic Tax Authority
Income Tax Examination [Line Items]
Operating loss carryforwards	42,422
Tax credit carryforward, amount	1,213
State and Local Jurisdiction
Income Tax Examination [Line Items]
Operating loss carryforwards	27,695
Tax credit carryforward, amount	$ 354

Financial instruments

12 Months Ended

Dec. 31, 2023

Debt Disclosure [Abstract]

Financial instruments

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


	2023		2022
Amended Term Loan due October 2026 (9.89% at December 31, 2023)	$	382,448	$	420,712
Revolver due October 2025 (9.88% at December 31, 2023)	15,000		—
Less:
Current portion of long-term debt	(27,848)		(33,056)
Unamortized debt issuance cost	(917)		(1,338)
Unamortized discount	(1,685)		(1,308)
	$	366,998	$	385,010

Amended Term Loan

On December 6, 2019, the Company entered into a Credit and Guaranty Agreement (the “2019 Credit Agreement”) that was 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 August 29, 2021, and then again 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 in conjunction with the CartiHeal Acquisition. Pursuant to that amendment, 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; 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 Company entered into another amendment to the 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 2019 Credit Agreement. The Company was in compliance as of December 31, 2023 with the financial covenants as stated within the 2019 Credit Agreement then in effect.

On January 18, 2024 (the “Closing Date”), the Company further amended the 2019 Credit Agreement (collectively, with the August 2021, October 2021, July 2022 and March 2023 amendments, the “Amended 2019 Credit Agreement”), to further modify certain financial covenants under the 2019 Credit Agreement.

The Term Loan Facilities will now 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 March 31, 2023 amendment, 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 5.65 to 1.00 for the testing period ending March 31, 2024, 5.00 to 1.00 for the testing period ending June 30, 2024, 4.75 to 1.00 for the testing period ending September 30, 2024, 4.50 to 1.00 for the testing period ending December 31, 2024, 4.25 to 1.00 for testing period ending March 31, 2025, 4.00 to 1.00 for testing period ending June 30, 2025 and each testing period thereafter, and, beginning with the testing period ending March 31, 2025, 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 1.75 to 1.00 for the testing period ending March 31, 2024, 1.75 to 1.00 for the testing period ending June 30, 2024, 1.75 to 1.00 for the testing period ending September 30, 2024, 2.00 to 1.00 for the testing period ending December 31, 2024, 2.00 to 1.00 for the testing period ending March 31, 2025, 2.25 to 1.00 for the testing period ending June 30, 2025, 2.50 to 1.00 for the testing period ending September 30, 2025 and 3.00 to 1.00 for the testing period ending December 31, 2025 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 October 29, 2025, 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.

The 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, 2023, $379,846 was outstanding on the Term Loan Facilities, net of original issue discount of $1,685 and deferred financing costs of $917. 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 $1,706, $853 and $588 for deferred cost amortization in interest expense for the years ended December 31, 2023, 2022 and 2021, respectively. Scheduled quarterly principal payments of the Term Loan Facilities are $3,056 for the first quarter of 2024, $8,264 for the second, third and fourth quarters of 2024 and $11,019 for the year 2025 and the first three quarters of 2026 with a final payment of $277,469 at Maturity. Contractual maturities of long term debt for the next three years are as follows: 2024—$27,848, 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 was $382,926 as of December 31, 2023. The fair value of these obligations was determined based on the midpoint of the Bloomberg Valuation, as of December 31, 2023. 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 $45,000 at any one time as the Revolver capacity was reduced at December 31, 2023 in accordance with the 2019 Credit Agreement then in effect. The Revolver credit capacity will be further reduced by $5,000 on June 30, 2024. 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, 2023, the Company had three LOCs outstanding leaving approximately $43,200 available. The Revolver had $15,000 in outstanding borrowings as of December 31, 2023 and zero at December 31, 2022.

Interest

The Term Loan Facilities and Revolver permit 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 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 under 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, 2023. 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 under 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 9.92% for all outstanding debt as of December 31, 2023. Cash paid for interest totaled $32,470, $18,043 and $5,837 for the December 31, 2023, 2022 and 2021, 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 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 and $2,730 was recorded related to the change in fair value of the interest rate swap for the years ended December 31, 2022 and 2021, 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

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1B
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Reference 2: 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 5: http://www.xbrl.org/2003/role/disclosureRef
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Reference 6: http://www.xbrl.org/2003/role/disclosureRef
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Reference 7: http://www.xbrl.org/2003/role/disclosureRef
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Reference 9: http://www.xbrl.org/2003/role/disclosureRef
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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
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-Paragraph 1I
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1I

+ Details

Balance sheet information - Property, plant and equipment (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Property, Plant and Equipment [Line Items]
Finance leases	$ 15,737	$ 222
Property, plant, and equipment and finance leases, gross	77,109	58,250
Less accumulated depreciation	(40,504)	(30,794)
Property, plant, and equipment and finance leases, net	36,605	27,456
Discontinued Operations, Held-for-Sale \| CartiHeal Ltd
Property, Plant and Equipment [Line Items]
Accumulated depreciation		78
Computer software and hardware
Property, Plant and Equipment [Line Items]
Property, plant and equipment, gross	37,860	33,447
Demonstration and consignment inventory
Property, Plant and Equipment [Line Items]
Property, plant and equipment, gross	9,341	12,807
Leasehold improvements
Property, Plant and Equipment [Line Items]
Property, plant and equipment, gross	3,763	3,350
Furniture and fixtures
Property, Plant and Equipment [Line Items]
Property, plant and equipment, gross	4,163	2,356
Machinery and equipment
Property, Plant and Equipment [Line Items]
Property, plant and equipment, gross	2,180	2,263
Machinery and equipment \| Discontinued Operations, Held-for-Sale \| CartiHeal Ltd
Property, Plant and Equipment [Line Items]
Property, plant and equipment, gross		269
Assets not yet placed in service
Property, Plant and Equipment [Line Items]
Property, plant and equipment, gross	$ 4,065	$ 3,805

Organization (Tables)

12 Months Ended

Dec. 31, 2023

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Schedule of Error Corrections and Prior Period Adjustments

The following are selected line items from our aforementioned impacted financial statements illustrating the effect of the error corrections thereon:


Consolidated Balance Sheets — December 31, 2022	As Previously Reported		Adjustments		As Adjusted
Deferred income taxes(b)(d)(e)	$	74,138	$	(71,890)	$	2,248
Total liabilities	1,032,317		(71,890)		960,427
Additional paid-in capital(a)(b)(c)(d)	481,919		8,657		490,576
Noncontrolling interest(a)(c)	23,751		63,233		86,984
Total stockholders’ equity	340,332		71,890		412,222


Consolidated Balance Sheets — December 31, 2021	As Previously Reported		Adjustments		As Adjusted
Deferred income taxes(b)	$	133,518	$	(73,867)	$	59,651
Total liabilities	692,073		(73,867)		618,206
Additional paid-in capital(a)(b)	465,272		8,046		473,318
Noncontrolling interest(a)	74,865		65,821		140,686
Total stockholders’ equity	533,789		73,867		607,656

Income taxes - Schedule of earnings (loss) before income taxes (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Income Tax Disclosure [Abstract]
United States	$ (125,676)	$ (187,571)	$ 9,511
International	4,565	(1,454)	(23)
(Loss) income before income taxes	$ (121,111)	$ (189,025)	$ 9,488

- 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
-Topic 944
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-Name Accounting Standards Codification
-Section S99
-Paragraph 1
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Reference 2: http://www.xbrl.org/2003/role/disclosureRef
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Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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Reference 5: http://www.xbrl.org/2003/role/exampleRef
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Reference 6: http://www.xbrl.org/2003/role/disclosureRef
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Reference 7: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

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 income (loss)	Accumulated Deficit	Non- controlling Interest
Members' equity, beginning balance at Dec. 31, 2020	$ 144,160				$ 144,160
Beginning balance (in shares) at Dec. 31, 2020						0		0
Beginning balance at Dec. 31, 2020						$ 0		$ 0	$ 0		$ 0	$ 0	$ 0
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income (loss)	9,586
Other comprehensive income (loss)					(1,507)
Members' equity, ending balance at Dec. 31, 2021					$ 0
Ending balance (in shares) at Dec. 31, 2021						59,548,504		15,786,737
Ending balance at Dec. 31, 2021	607,656					$ 59		$ 16	473,318		179	(6,602)	140,686
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
Deferred taxes on equity rebalancing	(1,977)								(1,977)
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
Change in noncontrolling interest allocations	(2,588)								2,588
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	412,222					$ 62		$ 16	490,576		(110)	(165,306)	86,984
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Issuance of Class A common stock for equity plans (in shares)						1,204,422
Issuance of Class A common stock for equity plans	778					$ 1			777
Net income (loss)	(195,625)											(156,230)	(39,395)
Equity based compensation	2,722								2,388				334
Change in noncontrolling interest allocations									513				(513)
Distributions to members	(111)												(111)
Other comprehensive income (loss)	1,132										904		228
Ending balance (in shares) at Dec. 31, 2023			63,267,436	15,786,737		63,267,436		15,786,737
Ending balance at Dec. 31, 2023	$ 221,118					$ 63		$ 16	$ 494,254		$ 794	$ (321,536)	$ 47,527

Acquisitions and divestitures

12 Months Ended

Dec. 31, 2023

Business Combination and Asset Acquisition [Abstract]

Acquisitions and divestitures

Wound Business

On May 22, 2023, the Company closed the sale of certain assets within its Wound Business, including the TheraSkin and TheraGenesis products (collectively, the “Wound Business” or the “Disposal Group”), for potential consideration of $84,675, including $34,675 at closing, $5,000 deferred for 18 months and up to $45,000 in potential earn-out payments (“Earn-out Payments”), which are based on the achievement of certain revenue thresholds by the purchaser of the Wound Business for sales of the TheraSkin and TheraGenesis products during the 2024, 2025 and 2026 fiscal years.

The Company incurred $3,880 in transactional fees resulting from the sale of the Wound Business. The loss resulting from the deconsolidation of the Disposal Group totaled $1,539 for the year ended December 31, 2023 and was recorded in loss on disposals within the consolidated statements of operations and comprehensive (loss) income. The Company used the proceeds from the sale of its Wound Business to prepay $30,000 of long-term debt obligations. Refer to Note 5. Financial Instruments for further details regarding the Company’s outstanding long-term debt obligations.

The Company evaluated the Wound Business for impairment prior to its sale and recorded a $78,615 impairment within the consolidated statements of operations and comprehensive (loss) income during the year ended December 31, 2023 as a result of this evaluation to reduce the intangible assets of the Disposal Group to reflect their respective fair values less any costs to sell. The fair value of the Disposal Group’s intangibles was determined based on the consideration received for the Wound Business.

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 and 2021 totaled $1,003 and $1,868, respectively, which are included in discontinued operations, net of tax 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, 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 was to 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 owed interest on each tranche of the Deferred Amount at a rate of 8.0% annually, until such tranche was 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 a 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.

The First Paper Milestone under the Option Agreement occurred on February 13, 2023, which obligated 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, 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.

The Company transferred 100% of its shares in CartiHeal to a trustee (the “Trustee”) for the benefit of the Former Securityholders pursuant to the Settlement Agreement. 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, deconsolidated CartiHeal effective February 27, 2023. CartiHeal was part of the Company’s international reporting segment. The Company treated the deconsolidation of CartiHeal as a discontinued operation. The loss upon disposal was $60,639 and was recorded within discontinued operations, net of tax within the consolidated statements of operations and comprehensive (loss) income. The loss on disposal is comprised of the book value of CartiHeal’s net assets at the time of disposal, goodwill attributable to CartiHeal and the previously discussed non-refundable payments made to Elron. The Company allowed the Interim Period to expire on March 29, 2023 as 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 believed to be favorable to it and its shareholders.

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, 2023 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 preliminarily allocated to tangible and intangible assets acquired and liabilities assumed based on respective fair values. The following table summarizes the fair values of the assets acquired and liabilities assumed at the acquisition date:


Fair value of consideration	$	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

Goodwill of $55,295 and $4,999 was allocated to the U.S. and International reporting units, respectively.

CartiHeal’s intangibles consists of the following:


	Useful Life	Fair Value
Intellectual property - US segment	20 years	$	351,500
Intellectual property - International segment	8 years	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.

The Company acquired 100% of the capital stock of Misonix, Inc. (“Misonix”) in a cash-and-stock transaction (the “Misonix Acquisition”) on October 29, 2021. Total consideration for the Misonix Acquisition was $525,316 comprised of $274,562 in Bioventus Class A common stock, $223,118 in cash and $27,636 in value for Misonix options settled with Bioventus options. 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 and maxillo-facial surgery. Misonix also exclusively distributes skin allografts used to support healing.

Bioness, Inc.

The Company acquired 100% of the capital stock of Bioness, Inc. (“Bioness”) for $48,933 in cash and future contingent consideration payments (the “Bioness Acquisition”). 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 $50,000 as follows: (i) $20,000 for meeting net sales targets for certain implantable products over a three year period ending on June 30, 2025 at the latest; (ii) 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 (iii) $20,000 for maintaining Centers for Medicare & Medicaid Services coverage and reimbursement for certain products at specified levels as of December 31, 2024.

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, 2022 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 an 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.

Significant accounting policies (Policies)

12 Months Ended

Dec. 31, 2023

Accounting Policies [Abstract]

Recently issued accounting pronouncements

Variable Interest Entity

Noncontrolling Interest

Deconsolidation and discontinued operations

Effect of foreign currency

Foreign currency transaction gains and losses are included in other expense on the consolidated statements of operations and other comprehensive (loss) income.

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

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

Inventory

Business combinations

Long-lived assets

Property and equipment


Computer software and hardware			3 - 5
Demonstration and consignment inventory			5
Furniture and fixtures			7
Leasehold improvements			7
Machinery and equipment			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			18.6
Distribution rights			11.2


Developed technology			9.8

Goodwill

Software development costs

Acquired in-process research and development

Concentration of risk

Restructuring costs

Equity-based compensation

Advertising costs

Research and development expense

Collaborative agreements

Contingencies

Income taxes

Earnings per share

Fair value measurements - Acquisition unobservable level 3 inputs (Details) - Level 3 - Valuation Technique, Discounted Cash Flow - Measurement Input, Discount Rate - Bioness Contingent Consideration	Dec. 31, 2023
Minimum
Business Acquisition [Line Items]
Payment discount rate	0.064
Maximum
Business Acquisition [Line Items]
Payment discount rate	0.068

Acquisitions and divestitures - Consideration transferred (Details) - CartiHeal Ltd - USD ($) $ in Thousands		12 Months Ended
	Jul. 12, 2022	Dec. 31, 2023	Jul. 11, 2022
Business Acquisition [Line Items]
Cash consideration	$ 100,000
Total consideration	$ 393,400
Remeasurement gain		$ 23,709
Contingent consideration transferred percentage	89.97%
CartiHeal Ltd
Business Acquisition [Line Items]
Equity method investment, ownership percentage			10.03%
Sales Milestone
Business Acquisition [Line Items]
Contingent consideration	$ 135,000
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
Estimate of Fair Value Measurement \| Deferred Amount
Business Acquisition [Line Items]
Contingent consideration	183,400
Estimate of Fair Value Measurement \| Sales Milestone
Business Acquisition [Line Items]
Contingent consideration	$ 61,901

Significant accounting policies - Intangible assets useful lives (Details)	Dec. 31, 2023
Intellectual property
Finite-Lived Intangible Assets [Line Items]
Weighted Average Useful Life	18 years 7 months 6 days
Distribution rights
Finite-Lived Intangible Assets [Line Items]
Weighted Average Useful Life	11 years 2 months 12 days
Developed technology
Finite-Lived Intangible Assets [Line Items]
Weighted Average Useful Life	9 years 9 months 18 days

Significant accounting policies (Tables)

12 Months Ended

Dec. 31, 2023

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			7
Leasehold improvements			7
Machinery and equipment			7

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


	2023		2022
Computer equipment and software	$	37,860	$	33,447
Demonstration and consignment inventory	9,341		12,807
Leasehold improvements	3,763		3,350
Furniture and fixtures	4,163		2,356
Finance leases	15,737		222
Machinery and equipment(a)	2,180		2,263
Assets not yet placed in service	4,065		3,805
	77,109		58,250
Less accumulated depreciation	(40,504)		(30,794)
	$	36,605	$	27,456

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			18.6
Distribution rights			11.2


Developed technology			9.8

Intangible assets consisted of the following as of December 31:


	2023		2022
Intellectual property(a)(b)	$	677,258	$	790,049
Distribution rights	61,325		61,325
Customer relationships	57,950		67,450
IPR&D	5,500		5,500
Developed technology and other	13,998		13,998
Total carrying amount	816,031		938,322
Less accumulated amortization:
Intellectual property(a)	(218,031)		(187,767)
Distribution rights	(49,301)		(44,319)
Customer relationships	(57,950)		(58,842)
Developed technology and other	(7,521)		(6,276)
Total accumulated amortization	(332,803)		(297,204)
Intangible assets, net before currency translation	483,228		641,118
Currency translation	(878)		(1,267)
	$	482,350	$	639,851

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:


	2023		2022		2021
Supplier A	27	%	25	%	27	%
Supplier B	17	%	15	%	15	%
Supplier C	8	%	10	%	15	%
Supplier D	7	%	7	%	8	%

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


	2023		2022
Supplier A	$	5,839	$	8,583
Supplier B	$	535	$	555
Supplier C	$	940	$	2,673
Supplier D	$	1,417	$	1,473

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


	2023		2022		2021
Product A	27	%	25	%	27	%
Product B	14	%	14	%	20	%
Product C	17	%	15	%	15	%
Product D	8	%	10	%	15	%
Product E	7	%	7	%	8	%

Commitments and contingencies

12 Months Ended

Dec. 31, 2023

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 9.33 years.

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


	2023		2022		2021
Operating lease cost	$	3,921	$	4,557	$	3,478
Short-term lease cost(a)	840		691		668
Financing lease cost:
Amortization of finance lease assets	1,175		36		35
Interest on lease liabilities	823		4		1
Total lease cost	$	6,759	$	5,288	$	4,182

(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:


	2023		2022		2021
Cash paid for amounts included in measurement of lease liabilities:
Operating cash flows from operating leases	$	4,516	$	4,374	$	3,616
Operating cash flows from financing leases	$	793	$	5	$	5
Financing cash flows from finance leases	$	506	$	53	$	37

Right-of-use assets obtained in exchange for lease obligations:
Operating lease obligations	$	344	$	4,792	$	4,665
Finance lease obligations	$	15,567	$	—	$	114

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


	2023			2022
Operating lease assets	$	13,353		$	16,690

Operating lease liabilities- current	$	4,057		$	3,552
Operating lease liabilities- noncurrent	10,573			14,355
Total operating lease liabilities	$	14,630		$	17,907

Financing leases
Property, plant and equipment - net	$	14,279		$	128

Finance lease liabilities - current	$	759		$	55
Finance lease liabilities - noncurrent	10,386			76
Total financing lease liabilities	$	11,145		$	131

Weighted average remaining lease term (years):
Operating leases	3.8			4.8
Finance leases	9.3			2.4
Weighted average discount rate:
Operating leases	4.7		%	4.8		%
Finance leases	8.1		%	3.3		%

Future maturities of operating and finance lease liabilities are as follows:


	Operating leases		Finance Leases
2024	$	4,565	$	1,623
2025	4,078		1,617
2026	3,245		1,630
2027	2,619		1,662
2028	1,497		1,696
Thereafter	—		7,753
Total undiscounted cash flows	16,004		15,981
Less imputed interest	(1,374)		(4,836)
Present value of future lease payments	$	14,630	$	11,145

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 these 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 stockholder 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. On April 12, 2023, the Court appointed Wayne County Employees’ Retirement System as lead plaintiff. The plaintiff’s amended consolidated complaint was filed with the Court on June 12, 2023. On July 17, 2023, the defendants filed a motion to dismiss the complaint raising a number of legal and factual deficiencies with the amended consolidated complaint. In response to the defendants’ motion to dismiss, the lead plaintiff filed a second amended complaint on July 31, 2023. The defendants moved to dismiss the second amended complaint on August 21, 2023, which the Court granted in part and denied in part on November 6, 2023. The Court dismissed the plaintiff’s Securities Act claims, but allowed the plaintiff’s Exchange Act claims to proceed into discovery.

On October 4, 2023, certain of the Company’s current and former directors and officers were named as defendants in a derivative shareholder lawsuit (in which the Company is a nominal defendant) filed in the United States District Court for the District of Delaware, Grogan, on behalf of Bioventus Inc., v. Reali, et.al., No. 1:23-CV-01099-RGA (D. Del. 2023). The complaint asserts violations of Section 14(a) of the Exchange Act, breaches of fiduciary duties and related state law claims, and a claim for contribution, and generally alleges the same purported misconduct as alleged in the Ciarciello case. On January 12, 2024, the Court agreed to stay this case pending resolution of the Ciarciello case.

On February 9, 2024, another plaintiff filed a derivative shareholder lawsuit against certain of the Company’s current and former directors and officers (in which the Company is a nominal defendant) filed in the United States District Court for the District of Delaware, Sanderson, on behalf of Bioventus Inc., v. Reali, et.al., No. 1:24-cv-00180-RGA (D. Del. 2024). Like the Grogan case, this case asserts violations of Section 10(b) of the Exchange Act, breaches of fiduciary duties and related state law claims, and a claim for contribution, and generally alleges the same purported misconduct as alleged in the Ciarciello case. The parties are in discussions to consolidate the two derivative matters and stay them on terms similar to those entered in the Grogan case.

The Company believes the claims alleged in each of the above matters lack merit and intends to defend itself vigorously. The outcome of these matters is not presently determinable, and any loss is neither probable nor reasonably estimable.

Misonix former distributor litigation

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. On March 6, 2024, the Second Circuit Court of Appeals issued its ruling affirming the lower Court’s summary judgment in favor of Misonix in all respects.

Bioness stockholder litigation

On February 8, 2022, a minority shareholder of Bioness filed an action in the Delaware State Court of Chancery in connection with the Company’s acquisition of Bioness, Teuza, a Fairchild Technology Venture Ltd. v. Lindon, et. al., No. 2022-0130 -SG. 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. On April 27, 2023, the Court issued an order which, among other things, dismissed Bioventus from the case.

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. If the Company is able to obtain a Medical Device Regulation Certification for the product $1,707 (the “Milestone Payment”) will be paid to the seller within five days. The Company is also required to pay royalties if certifications are achieved before December 31, 2024. Royalties will be payable through 2026 of 5.0% on the first $569 in sales and 2.5% thereafter. On March 8, 2023, the parties amended the agreement under which the Milestone Payment was reduced to $1,418, of which $709 was paid on January 31, 2024, and the remainder is due upon receipt of the Medical Device Regulation Certification for the product provided that is obtained prior to December 31, 2024. As a result, the Company recorded an intellectual property intangible asset totaling $709 for the initial payment.

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, 2023, 2022 and 2021 totaled $14,035, $14,712 and $13,300, 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, 2023 the Company had three LOCs outstanding for $1,800 and as of December 31, 2022, 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.

Significant accounting policies - Concentration of risk (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Product Information [Line Items]
Accounts payable	$ 23,038	$ 36,697
Supplier Concentration Risk \| Revenue from Contract with Customer Benchmark \| Supplier A
Product Information [Line Items]
Concentration risk percentage	27.00%	25.00%	27.00%
Supplier Concentration Risk \| Revenue from Contract with Customer Benchmark \| Supplier B
Product Information [Line Items]
Concentration risk percentage	17.00%	15.00%	15.00%
Supplier Concentration Risk \| Revenue from Contract with Customer Benchmark \| Supplier C
Product Information [Line Items]
Concentration risk percentage	8.00%	10.00%	15.00%
Supplier Concentration Risk \| Revenue from Contract with Customer Benchmark \| Supplier D
Product Information [Line Items]
Concentration risk percentage	7.00%	7.00%	8.00%
Supplier Concentration Risk \| Accounts Payable \| Supplier A
Product Information [Line Items]
Accounts payable	$ 5,839	$ 8,583
Supplier Concentration Risk \| Accounts Payable \| Supplier B
Product Information [Line Items]
Accounts payable	535	555
Supplier Concentration Risk \| Accounts Payable \| Supplier C
Product Information [Line Items]
Accounts payable	940	2,673
Supplier Concentration Risk \| Accounts Payable \| Supplier D
Product Information [Line Items]
Accounts payable	$ 1,417	$ 1,473
Product Concentration Risk \| Revenue from Contract with Customer Benchmark \| Product A
Product Information [Line Items]
Concentration risk percentage	27.00%	25.00%	27.00%
Product Concentration Risk \| Revenue from Contract with Customer Benchmark \| Product B
Product Information [Line Items]
Concentration risk percentage	14.00%	14.00%	20.00%
Product Concentration Risk \| Revenue from Contract with Customer Benchmark \| Product C
Product Information [Line Items]
Concentration risk percentage	17.00%	15.00%	15.00%
Product Concentration Risk \| Revenue from Contract with Customer Benchmark \| Product D
Product Information [Line Items]
Concentration risk percentage	8.00%	10.00%	15.00%
Product Concentration Risk \| Revenue from Contract with Customer Benchmark \| Product E
Product Information [Line Items]
Concentration risk percentage	7.00%	7.00%	8.00%

Balance sheet information - Components of accounts receivable (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Accounts, Notes, Loans and Financing Receivable [Line Items]
Accounts receivable	$ 127,008	$ 143,317
Less: Allowance for credit losses	(4,219)	(7,022)
Accounts receivable, net	$ 122,789	136,295
Discontinued Operations, Held-for-Sale \| CartiHeal Ltd
Accounts, Notes, Loans and Financing Receivable [Line Items]
Other receivables		$ 350

Balance sheet information (Tables)

12 Months Ended

Dec. 31, 2023

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Schedule of Accounts Receivable

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


	2023		2022
Accounts receivable(a)	$	127,008	$	143,317
Less: Allowance for credit losses	(4,219)		(7,022)
	$	122,789	$	136,295

Summary of Accounts Receivable, Allowance for Credit Loss

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


	2023		2022
Beginning balance	$	(7,022)	$	(3,402)
Benefit (provision) for expected credit losses	1,103		(5,190)
Write-offs	2,827		2,105
Recoveries	(1,557)		(535)
Disposals	430		—
Ending balance	$	(4,219)	$	(7,022)

Schedule of Inventory

Inventory consisted of the following as of December 31:


	2023		2022
Raw materials and supplies(a)	$	21,062	$	18,454
Finished goods	70,271		66,312
	$	91,333	$	84,766

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			7
Leasehold improvements			7
Machinery and equipment			7

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


	2023		2022
Computer equipment and software	$	37,860	$	33,447
Demonstration and consignment inventory	9,341		12,807
Leasehold improvements	3,763		3,350
Furniture and fixtures	4,163		2,356
Finance leases	15,737		222
Machinery and equipment(a)	2,180		2,263
Assets not yet placed in service	4,065		3,805
	77,109		58,250
Less accumulated depreciation	(40,504)		(30,794)
	$	36,605	$	27,456

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, 2023 and December 31, 2022 are as follows:


	U.S.		International		Consolidated
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	(189,197)		—		(189,197)
Reclassification(a)	—		(6,297)		(6,297)
Balance at December 31, 2022	$	—	$	7,462	$	7,462
Balance at December 31, 2023(b)	$	—	$	7,462	$	7,462

(b)There was no activity related to goodwill during the year ended December 31, 2023.

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			18.6
Distribution rights			11.2


Developed technology			9.8

Intangible assets consisted of the following as of December 31:


	2023		2022
Intellectual property(a)(b)	$	677,258	$	790,049
Distribution rights	61,325		61,325
Customer relationships	57,950		67,450
IPR&D	5,500		5,500
Developed technology and other	13,998		13,998
Total carrying amount	816,031		938,322
Less accumulated amortization:
Intellectual property(a)	(218,031)		(187,767)
Distribution rights	(49,301)		(44,319)
Customer relationships	(57,950)		(58,842)
Developed technology and other	(7,521)		(6,276)
Total accumulated amortization	(332,803)		(297,204)
Intangible assets, net before currency translation	483,228		641,118
Currency translation	(878)		(1,267)
	$	482,350	$	639,851

Schedule of Accrued Liabilities

Accrued liabilities consisted of the following as of December 31:


	2023		2022
Gross-to-net deductions	$	59,592	$	71,227
Bonus and commission	19,437		9,179
Compensation and benefits	9,709		11,428
Accrued interest	6,606		217
Income and other taxes	4,749		2,572
Other liabilities(a)	19,702		16,947
	$	119,795	$	111,570

- Definition

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

+ References

Reference 1: http://www.xbrl.org/2003/role/exampleRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 55
-Paragraph 24
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482548/350-20-55-24

Reference 2: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482573/350-20-50-1

Reference 3: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (h)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482573/350-20-50-1

Reference 4: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482573/350-20-50-1

Reference 5: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482573/350-20-50-1

Reference 6: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482573/350-20-50-1

Reference 7: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482573/350-20-50-1

Reference 8: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (e)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482573/350-20-50-1

Reference 9: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (f)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482573/350-20-50-1

Reference 10: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (g)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482573/350-20-50-1

Reference 11: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1A
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482573/350-20-50-1A

Reference 12: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482573/350-20-50-2

+ Details

Segments (Tables)

12 Months Ended

Dec. 31, 2023

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:


	2023		2022		2021
Segment adjusted EBITDA
U.S.	$	78,668	$	56,513	$	70,712
International	10,194		12,097		9,915
Interest expense, net	(40,676)		(12,021)		(1,112)
Depreciation and amortization	(57,365)		(55,398)		(34,875)
Acquisition and related costs	(5,694)		(21,731)		(22,964)
Restructuring and succession charges	(2,331)		(7,453)		(3,717)
Equity compensation	(2,722)		(17,585)		4,512
Financial restructuring costs	(7,291)		—		—
Impairments of assets	(78,615)		(10,285)		—
Impairment of goodwill	—		(124,697)		—
Loss on disposal of a business	(1,539)		—		—
Impairments related to variable interest entity	—		—		(7,043)
Other items	(13,740)		(8,465)		(5,940)
(Loss) income before income taxes	$	(121,111)	$	(189,025)	$	9,488

Acquisitions and divestitures (Tables)

12 Months Ended

Dec. 31, 2023

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

Schedule of Recognized Identified Assets Acquired and Liabilities Assumed

The following table summarizes the 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

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

Balance sheet information - Components of accounts receivable (Narrative) (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Concentration Risk [Line Items]
Cash, cash equivalents and restricted cash	$ 36,964	$ 30,186
Discontinued Operations, Held-for-Sale \| CartiHeal Ltd
Concentration Risk [Line Items]
Cash		1,628
Restricted cash, current		$ 23
Accounts Receivable \| Customer \| Customer One
Concentration Risk [Line Items]
Concentration risk percentage	16.00%	12.10%

Revenue recognition (Tables)

12 Months Ended

Dec. 31, 2023

Revenue from Contract with Customer [Abstract]

Schedule of Disaggregation of Revenue

The following table presents the Company’s net sales disaggregated by major products within each segment as follows for the years ended December 31:


	2023		2022		2021
U.S.
Pain Treatments	$	197,954	$	194,830	$	201,068
Restorative Therapies	116,851		134,214		103,009
Surgical Solutions	135,055		126,207		83,476
Total U.S. net sales	449,860		455,251		387,553

International
Pain Treatments	22,847		21,495		20,539
Restorative Therapies	20,222		20,420		18,563
Surgical Solutions	19,416		14,951		4,243
Total International net sales	62,485		56,866		43,345

Total net sales	$	512,345	$	512,117	$	430,898

Acquisitions and divestitures - Components of intangible assets acquired (Details) - CartiHeal Ltd $ in Thousands	Jul. 12, 2022 USD ($)
Business Acquisition [Line Items]
Intangibles	$ 410,200
Intellectual property \| U.S.
Business Acquisition [Line Items]
Useful Life	20 years
Intangibles	$ 351,500
Intellectual property \| International
Business Acquisition [Line Items]
Useful Life	8 years
Intangibles	$ 58,700

Equity-based compensation - Option activity (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Number of options
Beginning balance (in shares)	8,910	8,364
Granted (in shares)	1,226	2,606
Exercised (in shares)	(67)	(680)
Forfeited or canceled (in shares)	(5,722)	(1,380)
Ending balance (in shares)	4,347	8,910
Exercisable and vested (in shares)	1,958
Weighted-average exercise price
Beginning balance (in dollars per share)	$ 11.65	$ 11.16
Granted (in dollars per share)	1.28	12.19
Exercised (in dollars per share)	2.68	6.28
Forfeited or canceled (in dollars per share)	11.80	12.38
Ending balance (in dollars per share)	8.68	$ 11.65
Exercisable and vested (in dollars per share)	$ 10.25
Outstanding, weighted average remaining contractual term	7 years 3 months 21 days	7 years 8 months 26 days
Exercisable and vested (in years)	4 years 5 months 12 days
Options outstanding, aggregate intrinsic value	$ 4,383	$ 3
Exercisable and vested	$ 144