Bioventus Inc. 10-K

Item 8. Financial Statements and Supplementary Data Index to Consolidated Financial Statements Page Bioventus Inc. Report of Independent Registered Public Accounting Fir m (PCAOB ID N umber 248 ) 88 Consolidated statements of operations and comprehensive (loss) income 89 Consolidated balance sheets 90 Consolidated statements of changes in stockholders’ and members ’ equity 92 Consolidated statements of cash flo ws 92 Notes to the consolidated financial statements 93 87 Table of Co n tents GRANT THORNTON LLP REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM 4140 ParkLake Ave., Suite 130 Raleigh, NC 27612-3723 D +1 919 881 2700 F +1 919 881 2795 Board of Directors and Shareholders Bioventus Inc. Opinion on the financial statements We have audited the accompanying consolidated balance sheets of Bioventus Inc. (a Delaware corporation) and subsidiaries (the “Company”) as of December 31, 2021 and 2020, the related consolidated statements of operations and comprehensive (loss) income, changes in stockholders’ and members’ equity, and cash flows for each of the three years in the period ended December 31, 2021, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2021 and 2020, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2021, in conformity with accounting principles generally accepted in the United States of America. Basis for opinion These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion. /s/ GRANT THORNTON LLP We have served as the Company’s auditor since 2019. Raleigh, North Carolina March 11, 2022 88 Table of Co n tents Bioventus Inc. Consolidated Statements of Operations and Comprehensive Income Years Ended December 31, 2021, 2020 and 2019 (Amounts in thousands, except share amounts) 2021 2020 2019 Net sales $ 430,898 $ 321,161 $ 340,141 Cost of sales (including depreciation and amortization of $ 26,471 , $ 21,169 and $ 22,399 respectively) 128,192 87,642 90,935 Gross profit 302,706 233,519 249,206 Selling, general and administrative expense 254,253 193,078 198,475 Research and development expense 19,039 11,202 11,055 Change in fair value of contingent consideration 829 — — Restructuring costs 2,487 563 575 Depreciation and amortization 8,363 7,439 7,908 Impairment of variable interest entity assets 5,674 — — Operating income 12,061 21,237 31,193 Interest expense 1,112 9,751 21,579 Other expense (income) 3,329 ( 4,428 ) ( 75 ) Other expense 4,441 5,323 21,504 Income from continuing operations before income taxes 7,620 15,914 9,689 Income tax (benefit) expense ( 1,966 ) 1,192 1,576 Net income from continuing operations 9,586 14,722 8,113 Loss from discontinued operations, net of tax — — 1,815 Net income 9,586 14,722 6,298 Loss attributable to noncontrolling interest 9,789 1,689 553 Net income attributable to Bioventus Inc. $ 19,375 $ 16,411 $ 6,851 Net income $ 9,586 $ 14,722 $ 6,298 Other comprehensive income (loss), net of tax Change in prior service cost and unrecognized gain (loss) for defined benefit plan adjustment 60 ( 54 ) ( 78 ) Change in foreign currency translation adjustments ( 1,318 ) 2,126 ( 322 ) Comprehensive income 8,328 16,794 5,898 Comprehensive loss attributable to noncontrolling interest 9,789 1,689 553 Comprehensive income attributable to Bioventus Inc. $ 18,117 $ 18,483 $ 6,451 Loss per share of Class A common stock, basic and diluted (1) : $ ( 0.15 ) Weighted-average shares of Class A common stock outstanding, basic and diluted (1) : 45,472,483 (1) Per share information for the year ended December 31, 2021 represents loss per share of Class A common stock and weighted-average shares of Class A common stock outstanding from February 16, 2021 through December 31, 2021, the period following Bioventus Inc.'s initial public offering and related transactions described in Note 1. Organization and Note 9. Earnings per share within the Notes to the Consolidated Financial Statements. The accompanying notes are an integral part of these consolidated financial statements. 89 Table of Co n tents Bioventus Inc. Consolidated Balance Sheets as of December 31, 2021 and 2020 (Amounts in thousands, except share amounts) 2021 2020 Assets Current assets: Cash and cash equivalents $ 43,933 $ 86,839 Restricted cash 5,280 — Accounts receivable, net 124,963 88,283 Inventory 61,688 29,120 Prepaid and other current assets 27,239 7,552 Total current assets 263,103 211,794 Restricted cash, less current portion 50,000 — Property and equipment, net 22,985 6,879 Goodwill 147,623 49,800 Intangible assets, net 695,193 191,650 Operating lease assets 17,186 14,961 Deferred tax assets 481 — Investment and other assets 29,291 19,382 Total assets $ 1,225,862 $ 494,466 Liabilities and Stockholders' and Members’ Equity Current liabilities: Accounts payable $ 16,915 $ 4,422 Accrued liabilities 131,473 88,187 Accrued equity-based compensation 10,875 11,054 Current portion of long-term debt 18,038 15,000 Other current liabilities 3,558 3,926 Total current liabilities 180,859 122,589 Long-term debt, less current portion 339,644 173,378 Accrued equity-based compensation, less current portion — 29,249 Deferred income taxes 133,518 3,362 Contingent consideration 16,329 — Other long-term liabilities 21,723 21,728 Total liabilities 692,073 350,306 Commitments and contingencies (Note 12) Stockholders’ and Members’ Equity: Members' equity — 144,160 Preferred stock, $ 0.001 par value, 10,000,000 shares authorized, 0 shares issued Class A common stock, $ 0.001 par value 250,000,000 shares authorized, 59,548,504 shares issued and outstanding 59 — Class B common stock, $ 0.001 par value, 50,000,000 shares authorized, 15,786,737 shares issued and outstanding 16 — Additional paid-in capital 465,272 — Accumulated deficit ( 6,602 ) — Accumulated other comprehensive income 179 — Total stockholders’ equity attributable to Bioventus Inc. and members’ equity 458,924 144,160 Noncontrolling interest 74,865 — Total stockholders’ and members’ equity 533,789 144,160 Total liabilities and stockholders’ and members’ equity $ 1,225,862 $ 494,466 The accompanying notes are an integral part of these consolidated financial statements. 90 Table of Co n tents Bioventus Inc. Consolidated Statements of Changes in Stockholders’ and Members’ Equity Years Ended December 31, 2021, 2020 and 2019 (Amounts in thousands, except share amounts) Class A Common Stock Class B Common Stock Members’ Equity Shares Amount Shares Amount Additional Paid-In -Capital Accumulated Other Comprehensive Income Accumulated Deficit Non- controlling Interest Total Stockholders' and Members’ Equity Balance at December 31, 2018 $ 145,267 Equity-based compensation ( 6 ) Distribution to members ( 8,730 ) Acquisition of noncontrolling interest 3,188 Net income 6,298 Other comprehensive loss ( 400 ) Balance at December 31, 2019 $ 145,617 Equity-based compensation 26 Distribution to members ( 19,250 ) Debt conversion 973 Net income 14,722 Other comprehensive income 2,072 Balance at December 31, 2020 $ 144,160 — $ — — $ — $ — $ — $ — $ — $ 144,160 Prior to Organizational Transactions: Refund from members 123 — — — — — — — — 123 Equity-based compensation ( 39 ) — — — — — — — — ( 39 ) Net income 25,977 — — — — — — — — 25,977 Other comprehensive loss ( 1,507 ) — — — — — — — — ( 1,507 ) Effect of Organizational Transactions ( 168,714 ) 31,838,589 32 15,786,737 16 41,813 — — 79,119 ( 47,734 ) Subsequent to Organizational Transactions: Initial public offering, net of offering costs — 9,200,000 9 — — 106,441 — — — 106,450 Issuance of Class A common stock for equity plans — 169,125 — — — 1,617 — — — 1,617 Issuance of Class A common stock for acquisitions, net of registration fees — 18,340,790 18 — — 272,706 — — — 272,724 Distribution to Continuing LLC Owner — — — — — — — — ( 3,306 ) ( 3,306 ) Net loss — — — — — — — ( 6,602 ) ( 9,789 ) ( 16,391 ) Deconsolidation of variable interest entity — — — — — — — — 3,746 3,746 Equity based compensation — — — — — 15,059 — — 4,825 19,884 Replacement equity awards in connection with acquisitions — — — — — 27,636 — — — 27,636 Acquisition of noncontrolling interest — — — — — — — — 200 200 Other comprehensive income — — — — — — 179 — 70 249 Balance at December 31, 2021 $ — 59,548,504 $ 59 15,786,737 $ 16 $ 465,272 $ 179 $ ( 6,602 ) $ 74,865 $ 533,789 The accompanying notes are an integral part of these consolidated financial statements . 91 Table of Co n tents Bioventus Inc. Consolidated Statements of Cash Flows Years Ended December 31, 2021, 2020 and 2019 (Amounts in thousands) 2021 2020 2019 Operating activities: Net income $ 9,586 $ 14,722 $ 6,298 Net loss from discontinued operations — — 1,815 Net income from continuing operations 9,586 14,722 8,113 Adjustments to reconcile net income to net cash provided by operating activities from continuing operations: Depreciation and amortization 34,875 28,643 30,316 Payment of contingent consideration in excess of amount established in purchase accounting — — ( 945 ) Provision for expected credit losses 485 1,215 2,242 Equity-based compensation from 2021 Stock Incentive Plan 19,844 — — Profits interest plan, liability-classified and other equity awards compensation ( 24,356 ) 10,103 10,844 Change in fair value of contingent consideration 829 — — Change in fair value of interest rate swap ( 2,730 ) 1,599 — Change in fair value of Equity Participation Rights unit ( 2,774 ) 644 565 Impairments related to variable interest entity 7,043 — — Loss on debt retirement and modification 2,162 — 3,352 Deferred income taxes ( 9,756 ) ( 511 ) ( 348 ) Other, net 1,060 476 1,978 Changes in operating assets and liabilities: Accounts receivable ( 20,052 ) ( 3,941 ) ( 14,909 ) Inventories 3,183 ( 528 ) ( 1,427 ) Accounts payable and accrued expenses 18,211 20,510 6,646 Other assets and liabilities ( 14,619 ) ( 733 ) ( 3,882 ) Net cash from operating activities - continuing operations 22,991 72,199 42,545 Net cash from operating activities - discontinued operations — ( 400 ) ( 1,832 ) Net cash from operating activities 22,991 71,799 40,713 Investing activities: Acquisitions, net of cash acquired ( 262,870 ) — 430 Investments and acquisition of distribution rights ( 13,520 ) ( 16,579 ) ( 6,000 ) Purchase of property and equipment ( 7,370 ) ( 4,093 ) ( 2,342 ) Net cash from investing activities - continuing operations ( 283,760 ) ( 20,672 ) ( 7,912 ) Net cash from investing activities - discontinued operations — 172 — Net cash from investing activities ( 283,760 ) ( 20,500 ) ( 7,912 ) Financing activities: Proceeds from issuance of Class A common stock sold in initial public offering, net of underwriting discounts and offering costs 107,777 — — Proceeds from issuance of Class A and B common stock 1,633 — — Registration fees for the Class A common stock to purchase Misonix ( 1,838 ) — — Borrowing on revolver 20,000 49,000 — Payment on revolver ( 20,000 ) ( 49,000 ) — Proceeds from the issuance of long-term debt, net of issuance costs 257,453 — 198,134 Payments on long-term debt ( 91,250 ) ( 10,000 ) ( 199,500 ) Distributions to members ( 367 ) ( 19,886 ) ( 9,137 ) Other, net ( 37 ) 317 ( 448 ) Net cash from financing activities 273,371 ( 29,569 ) ( 10,951 ) Effect of exchange rate changes on cash ( 228 ) 589 ( 104 ) Net change in cash, cash equivalents and restricted cash 12,374 22,319 21,746 Cash, cash equivalents and restricted cash at the beginning of the period 86,839 64,520 42,774 Cash, cash equivalents and restricted cash at the end of the period $ 99,213 $ 86,839 $ 64,520 Supplemental disclosure of noncash investing and financing activities Accrued liabilities for distribution rights $ — $ 1,000 $ — Accrued member distributions $ 3,181 $ 31 $ 499 Debt conversion $ — $ 973 $ — Accounts payable for purchase of property, plant and equipment $ 695 $ 336 $ 34 The accompanying notes are an integral part of these consolidated financial statements. 92 Table of Co n tents Bioventus Inc. Notes to the consolidated financial statements (Amounts in thousands, except unit and share amounts) 1. Organization The Company Bioventus Inc. (together with its subsidiaries, the Company) was formed as a Delaware corporation for the purpose of facilitating an initial public offering (IPO) and other related transactions in order to carry on the business of Bioventus LLC and its subsidiaries (BV LLC). Bioventus Inc. functions as a holding company with no direct operations, material assets or liabilities other than the equity interest in BV LLC. BV LLC, is a limited liability company formed under the laws of the state of Delaware on November 23, 2011 and operates as a partnership. BV LLC commenced operations in May 2012. The Company is focused on developing and commercializing clinically differentiated, cost efficient and minimally invasive treatments that engage and enhance the body’s natural healing processes. The Company is headquartered in Durham, North Carolina and has approximately 1,200 employees. Initial Public Offering On February 16, 2021, the Company closed an initial public offering (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 is the sole managing member of, has a majority economic interest in, has the sole voting interest in, and controls the management of BV LLC. As a result, the Company consolidates the financial results of BV LLC and reports a non-controlling interest for the interest not held by the Company. IPO Transactions In connection with the IPO, the Company completed the following transactions (Transactions). • Amended and restated the limited liability company agreement of BV LLC (BV LLC Agreement), to, among other things, (i) provide for a new single class of common membership interests in BV LLC (LLC Interests), (ii) exchange all of the existing membership interests in BV LLC (Original BV LLC Owners) for new LLC Interests and (iii) appoint Bioventus Inc. as the sole managing member of BV LLC. Refer to Note 7. Stockholders’ and members’ equity for further information. • Amended and restated the Bioventus Inc. certificate of incorporation to, among other things, (i) provide for an increase in the authorized shares of Class A common stock; (ii) provide for Class B common stock with voting rights but no economic interest, which shares were issued to the Original BV LLC Owners on a one -for-one basis with the number of LLC Interests they owned; and (iii) provide for undesignated preferred stock. Refer to Note 7. Stockholders’ and members’ equity for further information. • Acquired, by merger, ten entities that were Original BV LLC Owners (Former LLC Owners), for which the Company issued 31,838,589 shares of Class A common stock as merger consideration (IPO Mergers). The only assets held by the Former LLC Owners were 31,838,589 LLC Interests and a corresponding number of shares of Class B common stock. Upon consummation of the IPO Mergers, the 31,838,589 shares of Class B common stock were canceled, and the Company recognized the 31,838,589 LLC Interests at carrying value, as the IPO Mergers are considered to be a recapitalization transaction. The financial statements for periods prior to the IPO and Transactions have been adjusted to combine the previously separate entities for presentation purposes. Prior to the Transactions, Bioventus Inc. had no operations. Interim periods The Company reports quarterly interim periods on a 13-week basis within a standard calendar year. Each annual reporting period begins on January 1 and ends on December 31. Each quarter ends on the Saturday closest to calendar quarter-end, with the exception of the fourth quarter, which ends on December 31. The 13-week quarterly periods for fiscal year 2021 ended on April 3, July 3 and October 2. Comparable periods for 2020 ended on March 28, June 27 and September 26. The fourth and first quarters may vary in length depending on the calendar year. 93 Table of Co n tents Principles of 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 income, other comprehensive income, members’ equity or cash flows. Unless otherwise noted, all financial information in the consolidated financial statement footnotes reflect the Company’s results from continuing operations. Segment reporting The Company identifies a business as an operating segment if: (i) it engages in business activities from which it may earn revenues and incur expenses; (ii) its operating results are regularly reviewed by the Chief Operating Decision Maker (CODM), to make decisions about resources to be allocated to the segment and assess its performance; and (iii) it has available discrete financial information. The Company’s CODM is its Chief Executive Officer. The CODM reviews financial information at the operating segment level to allocate resources and to assess the operating results and financial performance for each operating segment. The Company’s two reportable segments are U.S. and International. U.S. and International products are primarily sold to physicians spanning the orthopedic continuum, including sports medicine, total joint reconstruction, hand and upper extremities, foot and ankle, podiatric surgery, trauma, spine and neurosurgery, as well as directly to their patients. Refer to Note 13. Revenue recognition and Note 14. Segments for further information regarding the Company’s business segments. Use of estimates The preparation of financial statements in accordance with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and the disclosure of contingent assets and liabilities, at the date of the financial statements, as well as the reported amounts of revenues and expenses during the period. On an ongoing basis, management evaluates these estimates, including those related to contractual allowances and sales incentives, allowance for credit losses, inventory reserves, goodwill and intangible assets impairment, valuation of assets and liabilities assumed in acquisitions, useful lives of long lived assets, noncontrolling interest, fair value measurements, litigation and contingent liabilities, income taxes, and equity-based compensation. Management bases its estimates on historical experience, future expectations and other relevant assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from those estimates. COVID-19 pandemic impact In 2020, the COVID-19 pandemic spread around the world including the United States. New variants of the virus have emerged, some of which have shown to be more contagious. The COVID-19 pandemic has had widespread, rapidly evolving and unpredictable impacts on global society, economies, financial markets and business practices. Federal and state governments implemented measures in an effort to prevent or minimize the spread of the virus, and ongoing effects of the pandemic, including social distancing, travel restrictions, border closures, limitations on public gatherings, mandatory closure or reduced capacity of businesses, work from home, supply chain logistical changes and other measures, which caused global business disruptions and significant volatility in U.S. and international debt and equity markets. The Company’s business, results of operations and financial condition have been and may continue to be, materially impacted by fluctuations in patient visits and elective procedures and any future temporary cessations of elective procedures and could be further impacted by delays in payments from customers, supply chain interruptions, extended “shelter-in-place” orders or advisories, facility closures or other reasons related to the pandemic. Furthermore, the long-term impact of COVID-19 on the Company’s business will depend on many factors, including, but not limited to, the duration and severity of the pandemic, new and ongoing measures taken in response to the pandemic, the availability, adoption and effectiveness of vaccines and treatments, the impact on economic activity from the pandemic and actions taken in response and the resulting impact it has on the Company’s partners, patients and communities in which the Company operates, all of which continue to be uncertain. As of the date of issuance of these consolidated financial statements, the extent to which COVID-19 could materially impact the Company’s financial conditions, liquidity or results of operations is uncertain. 94 Table of Co n tents To the extent COVID-19 disruptions continue to adversely impact the Company’s business, results of operations and financial condition, it may also have the effect of heightening risks relating to the Company’s ability to successfully commercialize newly developed or acquired products or therapies, consolidation in the healthcare industry, intensified pricing pressure as a result of changes in the purchasing behavior of hospitals and maintenance of the Company’s numerous contractual relationships. On March 27, 2020, the Coronavirus Aid, Relief and Economic Security Act (CARES Act) was signed into law, which was aimed at providing emergency assistance and health care for individuals, families, and businesses affected by the COVID-19 pandemic and generally supporting the U.S. economy. The CARES Act, among other things, included provisions relating to refundable payroll tax credits, deferment of employer social security payments, net operating loss carryback periods, alternative minimum tax credit refunds, and modifications to the net interest deduction limitations. 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 December 2021, including payments on deferred payroll tax balances acquired in business combinations. The deferred balance is $ 1,440 as of December 31, 2021, which is recorded in other current liabilities on the consolidated balance sheets and is due on December 31, 2022. As a result of the CARES Act and at the direction of the U.S. Department of Health and Human Services (HHS), the Company received $ 4,101 in Provider Relief Fund Payments in 2020. The Company determined it complied with the conditions to be able to keep and use the funds to reimburse for health care related expenses and lost revenue attributable to the public health emergency resulting from COVID-19. The payments were recorded as other income on the consolidated statement of operations and comprehensive income for the year ended December 31, 2020. 2. Summary of significant accounting policie s Recent accounting pronouncements The Company has elected to comply with non-accelerated public company filer effective dates of adoption. Therefore, the required effective dates for adopting new or revised accounting standards as described below are generally earlier than when emerging growth companies are required to adopt. Accounting Pronouncements Recently Adopted In December 2019, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update 2019-12, Income Taxes (ASU 2019-12), which amended the accounting for income taxes. ASU 2019-12 eliminates certain exceptions to the guidance for income taxes related to the approach for intraperiod tax allocation, the methodology for calculating income taxes in an interim period and the recognition of deferred tax liabilities for outside basis differences as well as simplifying aspects of the accounting for franchise taxes and enacted changes in tax laws or rates and clarifies the accounting for transactions that result in a step-up in the tax basis of goodwill. The Company adopted ASU 2019-12 on January 1, 2021 and it did not have a material impact on its consolidated financial statements. In November 2021, the FASB issued Accounting Standards Update 2021-10, Government Assistance (ASU 2021-10), which requires disclosures that increase the transparency of transactions involving government grants, including the types of transactions, the accounting for those transactions and the effect of those transactions on an entity’s financial statements. The Company early adopted the provisions of ASU 2021-10 on December 31, 2021, as the Company received Provider Relief Fund Payments during 2020. Refer to Note 1. Organization for further details. Variable Interest Entity The Company reviews each investment and collaboration agreement to determine if it has a variable interest in the entity. In assessing whether the Company has a variable interest in the entity as a whole, the Company considers and makes judgments regarding the purpose and design of entity, the value of the licensed assets to the entity, the value of the entity’s total assets and the significant activities of the entity. If the Company has a variable interest in the entity as a whole, the Company assesses whether or not the Company is a primary beneficiary of that variable interest entity (VIE), based on a number of factors, including: (i) which party has the power to direct the activities that most significantly affect the VIE’s economic performance, (ii) the parties’ contractual rights and responsibilities pursuant to the collaboration agreement, and (iii) which party has the obligation to absorb losses of or the right to receive benefits from the VIE that could be significant to the VIE. If the Company determines that it is the primary beneficiary of a VIE at the onset of the collaboration, the collaboration is treated as a business combination and the Company consolidates the financial statement of the VIE into the Company’s consolidated financial statements. On a quarterly basis, the Company evaluates whether it continues to be the primary beneficiary of the consolidated VIE. If the Company determines that it is no longer the primary beneficiary of a consolidated VIE, it deconsolidates the VIE in the period the determination is made. 95 Table of Co n tents 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 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 comprehensive income. There were losses of $ 132 and gains of $ 117 for the years ended December 31, 2021 and 2020, respectively, and nominal losses for the year ended December 31, 2019. Comprehensive income Comprehensive income consists of two components: net income and other comprehensive 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 income. The Company’s other comprehensive 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 uses 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 income. The Company has 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. 96 Table of Co n tents Fair value The Company records certain assets and liabilities at fair value. Refer to Note 6. Fair value measurements for details regarding assets and liabilities measured at fair value. Fair value is defined as the price that would be received from selling an asset or paid to transfer a liability in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants at the measurement date. A three-level fair value hierarchy that prioritizes the inputs used to measure fair value is described below. This hierarchy requires entities to maximize the use of observable inputs and minimize the use of unobservable inputs. Assets and liabilities are categorized based on the lowest level that is significant to the valuation. The three levels of inputs used to measure fair value are as follows: • Level 1—Quoted prices in active markets for identical assets or liabilities; • Level 2—Observable inputs other than quoted prices included within Level 1, such as quoted prices for similar assets and liabilities in active markets; quoted prices for identical or similar assets and liabilities in markets that are not active; or other inputs that are observable or can be corroborated by observable market data; and • Level 3—Unobservable inputs that are supported by little or no market data. This includes certain pricing models, discounted cash flow methodologies and similar techniques that use significant unobservable inputs. Revenue recognition Sale of Products The Company derives revenue primarily from product sales in its (i) Pain Treatments portfolio, which includes osteoarthritic (OA) joint pain treatments, which are hyaluronic acid (HA), viscosupplementation therapies and peripheral nerve stimulation products (ii) Surgical Solutions, which includes bone graft substitutes, tissue resection, ultrasonic bone cutting and sculpting systems and other surgical products, and (iii) Restorative Therapies, which includes minimally invasive fracture treatments, rehabilitation and wound products. The Company sells product directly to healthcare institutions, patients, distributors and dealers. The Company also enters arrangements with pharmacy and health benefit managers that provide for privately negotiated rebates, chargebacks and discounts with respect to the purchase of the Company’s products. The Company recognizes revenue generally at a point in time upon transfer of control of the promised product to customers in an amount that reflects the consideration it expects to receive in exchange for those products. The Company excludes taxes collected from customers and remitted to governmental authorities from revenues. Revenues are recorded at the transaction price, which is determined as the contracted price net of estimates of variable consideration resulting from discounts, rebates, returns, chargebacks, contractual allowances, estimated third-party payer settlements, and certain distribution and administration fees offered in customer contracts and other indirect customer contracts relating to the sale of products. The Company establishes reserves for the estimated variable consideration based on the amounts earned or eligible for claim on the related sales. Where appropriate, these estimates take into consideration a range of possible outcomes, which are probability-weighted for relevant factors such as the Company’s historical experience, current contractual requirements, specific known market events and trends, industry data and forecasted customer buying and payment patterns. The amount of variable consideration is included in the transaction price only to the extent that it is probable that a significant reversal in the amount of the cumulative revenue recognized will not occur in a future period. The Company regularly reviews all reserves and updates them at the end of each reporting period as needed. There were no significant adjustments arising from the change in estimates of variable consideration for the years ended December 31, 2021, 2020 and 2019. 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 product 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 base the reserves on the expected value by using probability-weighted estimates of volume of purchases, inventory holdings and historical chargebacks requested for each distributor. 97 Table of Co n tents 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 typically recognizes revenue from sales of our ultrasonic products acquired through the Misonix acquisition in accordance with shipping terms. Control is transferred to the customer when the product is shipped or received, and revenue is recognized accordingly. Restorative Therapies The Company recognizes revenue from third-party payers, such as governmental agencies, insurance companies or managed care providers, when the Company transfers control to the patient, typically when the patient has accepted the product or upon delivery. The Company records this revenue at the contracted rate, net of contractual allowances and estimated third-party payer settlements at the time of sale, or an estimated price based on historical data and other available information for non-contracted payers. The Company estimates the contractual allowances using the portfolio approach and based on probability weighting historical data and collections history within those portfolios. The portfolios determined using the portfolio approach consist of the following customer groups: government payers, commercial payers, and patients. Settlements with third-party payers for retroactive revenue adjustments due to audits, reviews or investigations are considered variable consideration and are included in the determination of the estimated transaction price using the expected amount method. These settlements are estimated based on the terms of the payment agreement with the payer, correspondence from the payer and historical settlement activity, including an assessment to ensure that it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur when the uncertainty associated with the retroactive adjustment is subsequently resolved. Estimated settlements are adjusted in future periods as adjustments become known (that is, new information becomes available), or as years are settled or are no longer subject to such audits, reviews and investigations. The Company is not aware of any claims, disputes or unsettled matters with any payer that would materially affect revenues for which the Company has not adequately provided for or disclosed in the accompanying consolidated financial statements. Refer to Note 12. Commitments and contingencies for further information. The Company recognizes revenue from patients (self-pay and insured patients with coinsurance and deductible responsibilities) based on billed amounts giving effect to any discounts and implicit price concessions. Implicit price concessions represent differences between amounts billed and the amounts the Company expects to collect from patients, which considers historical collection experience and current market conditions. The Company recognizes revenue from other restorative therapies products generally at the point in time when control is transferred to the customer, either upon shipment or reaching the destination, depending on the product. Product returns The Company estimates the amount of returns and reduces revenue in the period the related product revenue is recognized. The Company records a liability for expected returns based on probability-weighted historical data. Accounts receivable, net Accounts receivable, net are amounts billed and currently due from customers. The Company records the amounts due net of allowance for credit losses. The Company maintains an estimated allowance for credit losses to provide for receivables the Company does not expect to collect. The Company bases the allowance on an assessment of customer creditworthiness, historical payment experience, the age of outstanding receivables and other information as applicable. Collection of the consideration that the Company expects to receive typically occurs within 30 to 90 days of billing. The Company applies the practical expedient for contracts with payment terms of one year or less which does not consider the effects of the time value of money. Occasionally, the Company enters into payment agreements with patients that allow payment terms beyond one year. In those cases, the financing component is not deemed significant to the contract. 98 Table of Co n tents 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 $ 82 and $ 81 as of December 31, 2021 and 2020, 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 $ 2,399 and nominal as of December 31, 2021 and 2020, respectively, 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 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 (FIFO) 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 income. Subsequent changes in the estimated fair value of contingent consideration are recognized in earnings in the period of change. Long-lived assets The carrying values of property, equipment, intangible assets as well as other long-lived and indefinite lived assets are reviewed for recoverability if the facts and circumstances suggest that a potential impairment may have occurred. If this review indicates that carrying values may not be recoverable, the Company will perform an assessment to determine if an impairment charge is required to reduce carrying values to estimated fair value. If quoted market prices are not available, the Company estimates fair value using an undiscounted value of estimated future cash flows. Upon retirement or sale of property and equipment, the cost of assets disposed of and the related accumulated depreciation and amortization are removed from the accounts, and any resulting gain or loss is included in income from operations. During the year ended December 31, 2021, the Company recognized an impairment of $ 5,674 on long lived assets related to a VIE of which $ 5,176 is attributable to the non-controlling interests, refer to Note 4. Acquisitions and investments for further information. Except for the impairment related to the VIE, there were no other events, facts or circumstances for the years ended December 31, 2021, 2020 and 2019 that resulted in any impairment charges to the Company’s property, equipment, intangible or other long-lived assets. 99 Table of Co n tents Property and equipment Property and equipment are stated at cost less accumulated depreciation and amortization. Depreciation and amortization expense are recognized using the straight-line method over the estimated useful life of each asset, or the shorter of the lease term or useful life if related to leasehold improvements. Depreciation of generators used with certain surgical solutions are consigned to customers and depreciation is charged to selling expenses. The useful lives in years are as follows: Computer software and hardware 3 - 5 Demonstration and consignment inventory 5 Furniture and fixtures 3 - 7 Leasehold improvements 3 - 7 Machinery and equipment 3 - 7 Intangible assets Finite-lived intangible assets were initially recorded at fair value upon acquisition and are amortized using the straight-line method over their estimated useful lives in years are as follows: Weighted Average Useful Life Intellectual property 17.7 Distribution rights 11.6 Customer relationships 11.6 Developed technology 9.5 Goodwill Goodwill is not amortized but is evaluated for impairment annually or more frequently if events or changes in circumstances indicate that goodwill might be impaired. The Company reviews goodwill for impairment by applying a quantitative impairment analysis where the fair value of the reporting unit is compared with the carrying value, including goodwill. The Company determines the fair value of each reporting unit based on an income approach. The value of each reporting unit is determined on a stand-alone basis from the perspective of a market participant and represents the price estimated to be received in a sale of the reporting unit in an orderly transaction between market participants at the measurement date. The Company performs its annual goodwill impairment test on October 31. If the fair value of the reporting unit is less than its carrying value, the Company will recognize the difference as an impairment loss, which is limited to the amount of goodwill allocated to the reporting units. There were no goodwill impairment charges for the years ended December 31, 2021, 2020 and 2019. 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 $ 20,706 and $ 17,653 as of December 31, 2021 and 2020 and the related accumulated amortization totaled $ 15,491 and $ 13,264 , respectively. Amortization expense was $ 2,227 , $ 1,184 and $ 1,138 for the years ended December 31, 2021, 2020 and 2019, 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. Deferred Offering Costs Deferred offering costs, consisting of legal, accounting, filing and other fees related to registration statements are capitalized. The deferred offering costs are offset against proceeds from a successful registration or expensed if unsuccessful. Deferred offering costs capitalized during the year ended December 31, 2020 totaled $ 2,187 . There were no deferred costs during the year ended December 31, 2021. 100 Table of Co n tents Equity Method Investments Investments in which the Company can exercise significance influence, but does not control, are recorded under the equity method of accounting and are included in investments and other assets on the consolidated balance sheets. The Company’s share of net earnings or losses is included in other expense (income) within the consolidated statements of operations and comprehensive income on a quarter lag. The Company evaluates investments for impairment whenever events or changes in circumstances indicate that the carrying amounts of such investments may be impaired. Impairment losses are recorded within earnings within the current period. Concentration of risk The Company provides credit, in the normal course of business, to its customers. The Company does not require collateral or other securities to support customer receivables. Credit losses are provided for through allowances and have historically been materially within management’s estimates. Certain suppliers provide the Company with product that results in a significant percentage of total sales for the years ended December 31, as follows: 2021 2020 2019 Supplier A 27 % 26 % 20 % Supplier B 15 % 17 % 19 % Supplier C 8 % 10 % 15 % Accounts payable to these significant suppliers at December 31, were as follows: 2021 2020 Supplier A $ 4,928 $ 2,983 Supplier B $ 633 $ 471 Supplier C $ 1,476 $ 1,000 Certain products provide the Company with a significant percentage of total sales for the years ended December 31, as follows: 2021 2020 2019 Product A 27 % 26 % 20 % Product B 20 % 27 % 30 % Product C 15 % 17 % 19 % Product D 8 % 10 % 15 % 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 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 income. Advertising costs were $ 3,873 , $ 2,769 and $ 2,351 for the years ended December 31, 2021, 2020 and 2019, respectively. 101 Table of Co n tents Research and development expense Research and development expense consist primarily of employee compensation and related expenses as well as contract research organization services. Internal research and development costs are expensed as incurred. Research and development costs incurred by third parties are expensed as the contracted work is performed. Collaborative agreements The Company periodically enters into strategic alliance agreements with counterparties to produce products and/or provide services to customers. Alliances created by such agreements are not legal entities, have no employees, no assets and have no true operations. These arrangements create contractual rights and the Company accounts for these alliances as a collaborative arrangement by reporting costs incurred from transactions within research and development expense within the consolidated statements of operations. Contingencies The Company records a liability in the consolidated financial statements on an undiscounted basis for loss contingencies when a loss is known or considered probable and the amount may be reasonably estimated. If the reasonable estimate of known or probable loss is a range, and no amount within the range is a better estimate than any other, the minimum amount of the range is accrued. If a loss is reasonably possible but not known or probable, and may be reasonably estimated, the estimated loss or range of loss is disclosed. Legal fees expected to be incurred in connection with a loss contingency are not included in the estimated loss contingency. The Company accrues for any legal costs as they are incurred. Income taxes The Company accounts for income taxes using the asset and liability method, under which deferred tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between the financial reporting and income tax basis of assets and liabilities, and for operating losses and credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates in effect for the years in which those items are expected to be realized. Tax law and rate changes are recorded in the period such changes are enacted. The Company establishes a valuation allowance when it is more likely than not that certain deferred tax assets will not be realized in the foreseeable future. The Company recognizes a tax benefit from any uncertain tax positions only if they are more likely than not to be sustained upon examination based on the technical merits of the position. The amount of the accrual for which an exposure exists is measured as the largest amount of benefit determined on a cumulative probability basis that the Company believes is more likely than not to be realized upon ultimate settlement of the position. Components of the reserve, if relevant, are classified as a current or noncurrent liability in the consolidated balance sheet based on when the Company expects each of the items to be settled. Interest and penalties related to unrecognized tax benefits are recognized as a component of income tax expense. Earnings per share Basic earnings per share is calculated using net income or loss attributable to Bioventus, Inc. Class A common stock holders, divided by the weighted-average Class A common stock outstanding. Diluted earnings per share is calculated using net income attributable to Bioventus, Inc. Class A common stock holders, divided by the weighted average Class A common stock outstanding adjusted for the effect of granted stock awards determined to be dilutive under the treasury stock method. 3. Balance sheet information Cash, cash equivalents and restricted cash A summary of cash, cash equivalents and restricted cash as of December 31: 2021 2020 Cash and cash equivalents $ 43,933 $ 86,839 Restricted cash Current 5,280 — Noncurrent 50,000 — $ 99,213 $ 86,839 Current restricted cash consists of an escrow deposit with a financial institution for the purpose of paying a Paycheck Protection Program (PPP) loan acquired as part of a business combination and noncurrent restricted cash consists of an escrow deposit with a financial institution for a potential future acquisition. Refer to Note 4. Acquisitions and investments for further information. 102 Table of Co n tents 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: 2021 2020 Accounts receivable $ 128,365 $ 92,273 Less: Allowance for credit losses ( 3,402 ) ( 3,990 ) $ 124,963 $ 88,283 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 of sales or accounts receivable. Historically, the Company’s reserves have been adequate to cover credit losses. The Company considered the current and expected future economic and market conditions surrounding the COVID-19 pandemic and determined that the estimate of credit losses was not significantly impacted. Changes in credit losses were as follows for the years ended December 31: 2021 2020 Beginning balance $ ( 3,990 ) $ ( 4,146 ) Provision for expected credit losses ( 485 ) ( 1,215 ) Write-offs 1,246 1,787 Recoveries ( 173 ) ( 416 ) Ending balance $ ( 3,402 ) $ ( 3,990 ) Inventory Inventory consisted of the following as of December 31: 2021 2020 Raw materials and supplies $ 12,213 $ 3,665 Finished goods 50,805 26,323 Gross 63,018 29,988 Excess and obsolete reserves ( 1,330 ) ( 868 ) $ 61,688 $ 29,120 Changes in excess and obsolete reserves for inventory were as follows for the years ended December 31: 2021 2020 Beginning balance $ ( 868 ) $ ( 532 ) Provision for losses ( 1,835 ) ( 904 ) Write-offs 1,373 568 Ending balance $ ( 1,330 ) $ ( 868 ) Prepaid and other current assets Prepaid and other current assets consisted of the following as of December 31: 2021 2020 Prepaid taxes $ 12,236 $ 145 Prepaid and other current assets 15,003 7,407 $ 27,239 $ 7,552 103 Table of Co n tents Property and equipment, net Property and equipment consisted of the following as of December 31: 2021 2020 Computer equipment and software $ 24,412 $ 20,547 Demonstration and consignment inventory 10,453 — Leasehold improvements 3,131 3,126 Furniture and fixtures 1,964 1,474 Machinery and equipment 2,722 1,234 Assets not yet placed in service 3,403 819 46,085 27,200 Less accumulated depreciation ( 23,100 ) ( 20,321 ) $ 22,985 $ 6,879 Depreciation expense was $ 3,204 , $ 2,106 and $ 2,579 for the years ended December 31, 2021, 2020 and 2019, respectively. Goodwill and intangible assets, net There were no changes to goodwill during the year ended December 31, 2020. Changes in the carrying amounts of goodwill by reportable segment during the year ended December 31, 2021 are as follows: U.S. International Consolidated Balance at December 31, 2020 $ 41,040 $ 8,760 $ 49,800 Acquisitions 97,823 — 97,823 Balance at December 31, 2021 $ 138,863 $ 8,760 $ 147,623 Additions during the year ended December 31, 2021 resulted from the acquisitions of Misonix, Inc. and Bioness Inc. Refer to Note 4. Acquisitions and investments for further information. Intangible assets consisted of the following as of December 31: 2021 2020 Intellectual property $ 789,195 $ 263,422 Distribution rights 60,700 60,700 Customer relationships 67,450 57,700 IPR&D 5,500 1,445 Developed technology and other 13,999 13,999 Total carrying amount 936,844 397,266 Less accumulated amortization: Intellectual property ( 140,767 ) ( 117,281 ) Distribution rights ( 39,379 ) ( 34,461 ) Customer relationships ( 56,312 ) ( 51,247 ) Developed technology and other ( 5,031 ) ( 3,786 ) Total accumulated amortization ( 241,489 ) ( 206,775 ) Intangible assets, net before currency translation 695,355 190,491 Currency translation ( 162 ) 1,159 $ 695,193 $ 191,650 There were $ 545,000 of intangible additions during the year ended December 31, 2021 as a result of acquisitions. Refer to Note 4. Acquisitions and investments for further information. Amortization expense related to intangible assets was $ 35,480 , $ 27,565 and $ 26,252 for the years ended December 31, 2021, 2020 and 2019 of which $ 12,179 , $ 7,455 and $ 6,416 are included in ending inventory at December 31, 2021, 2020 and 2019, respectively. Estimated amortization expense for the years ended December 31, 2022 through 2026 is expected to be $ 55,626 , $ 53,919 , $ 52,850 , $ 50,022 and $ 46,864 , respectively. 104 Table of Co n tents Accrued liabilities Accrued liabilities consisted of the following as of December 31: 2021 2020 Gross-to-net deductions $ 67,945 $ 43,656 Bonus and commission 23,342 15,188 Compensation and benefits 10,665 5,875 Income and other taxes 8,139 2,434 Other liabilities 21,382 21,034 $ 131,473 $ 88,187 4. Acquisitions and investments Acquisitions Misonix, Inc. On October 29, 2021, in order to broaden its portfolio, the Company acquired 100 % of the capital stock of Misonix, Inc. (Misonix) in a cash-and-stock transaction (the Misonix Acquisition). Misonix manufactures minimally invasive surgical ultrasonic medical devices used for precise bone sculpting, removal of soft and hard tumors and tissue debridement, primarily in the areas of neurosurgery, orthopedic surgery, plastic surgery, wound care and maxillo-facial surgery. Misonix also exclusively distributes skin allografts and wound care products used to support healing of wounds. The fair value of the consideration for the Misonix Acquisition is comprised of the following: Common Shares Price per Share (a) Amount Cash $ 182,988 Bioventus Class A shares 18,340,790 $ 14.97 274,562 Value of Misonix options settled in Bioventus options 27,636 Merger consideration 485,186 Other cash consideration 40,130 Total Misonix consideration $ 525,316 (a) Closing price of the Company’s Class A common stock as of October 28, 2021. The Company accounted for the Misonix Acquisition using the acquisition method of accounting whereby the total purchase price was preliminarily allocated to tangible and intangible assets acquired and liabilities assumed based on respective fair values. The following table summarizes the preliminary fair values of the assets acquired and liabilities assumed at the acquisition date: Fair value of consideration $ 525,316 Assets acquired and liabilities assumed: Cash and cash equivalents 7,126 Accounts receivable 13,301 Inventory 24,720 Prepaid and other current assets 419 Property and equipment 10,571 Intangible assets 486,500 Operating lease assets 1,049 Other assets 77 Accounts payable and accrued liabilities ( 16,888 ) Other current liabilities ( 589 ) Deferred income taxes ( 94,012 ) Other liabilities ( 1,351 ) Net assets acquired 430,923 Resulting goodwill $ 94,393 105 Table of Co n tents As of December 31, 2021, the purchase price allocation for the Misonix Acquisition was preliminary and subject to completion. Adjustments to the current fair value estimates in the above table may occur as the process conducted for various valuations and assessments is finalized, including tax liabilities and other working capital accounts. Nearly 100% of the goodwill represents the estimated future economic benefits arising from other assets acquired that could not be individually identified and separately recognized. The factors contributing to the recognition of goodwill are based on several strategic and synergistic benefits that are expected to be realized from the Misonix Acquisition. The goodwill is not tax deductible and was allocated to the U.S. reporting unit for purposes of the evaluation for any future goodwill impairment. The following table summarizes the preliminary fair values of identifiable intangible assets and their useful lives: Useful Life Fair Value Intellectual property 15 - 20 years $ 477,000 Customer relationships 12 years 9,500 $ 486,500 The preliminary fair value of the Misonix intellectual property was determined using a variation of the income approach or the multi-period excess earnings method, with projected earnings discounted at a rate of 12.0 %. The preliminary fair value of the customer relationship asset was determined using the income approach or the profit-split method, with projected cash flow discounted at a rate of 12.0 %. The determination of the useful lives was based upon consideration of market participant assumptions and transaction specific factors. The results of operations of the business have been included in the accompanying consolidated financial statements since the October 29, 2021 acquisition date. The Company’s consolidated statements of operations reflect net sales and net loss attributable to Misonix of $ 15,463 and $ 3,889 , respectively, for the year ended December 31, 2021. The Company incurred $ 7,992 in Misonix Acquisition costs during the year ended December 31, 2021, which are included in selling, general and administrative expense within the consolidated statement of operations and comprehensive income. Bioness, Inc. On March 30, 2021, in order to broaden its portfolio and increase its global footprint, the Company acquired 100 % of the capital stock of Bioness, Inc. (Bioness Acquisition). Bioness, Inc. (Bioness) is a global leader in neuromodulation and advanced rehabilitation medical devices through its innovative peripheral nerve stimulation therapy and premium advanced rehabilitation solutions. The Company had previously made a $ 1,500 convertible debt investment in Bioness on January 4, 2021 as part of an exclusive negotiation to purchase Bioness, which was subsequently repaid in conjunction with the acquisition. The fair value of the consideration for Bioness Acquisition is comprised of the following: Cash $ 48,933 Contingent consideration 15,500 Total Bioness consideration $ 64,433 Contingent consideration is comprised of future earn-out payments contingent upon the achievement of certain research and development projects as well as sales milestones related to Bioness products. The Bioness Acquisition Agreement includes maximum earn-out payments of $ 65,000 as follows: • $ 15,000 for obtaining FDA approval for U.S. commercial distribution of a certain product for certain indications on or before June 30, 2022; • $ 20,000 for meeting net sales targets for certain implantable products over a three year period ending on June 30, 2025 at the latest; • Up to $ 10,000 for meeting net sales milestones for certain implantable products over a three year period ending on June 30, 2025 at the latest; and • $ 20,000 for maintaining Centers for Medicare & Medicaid Services coverage and reimbursement for certain products at specified levels as of December 31, 2024. In December 2021, it became clear that the $ 15,000 FDA approval milestone would not be met, therefore, was assigned no value and was recorded as a measurement period adjustment. As of December 31, 2021, the maximum contingent earn-out payment decreased to $ 50,000 as a result. 106 Table of Co n tents The Company accounted for the Bioness 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 final fair values of the assets acquired and liabilities assumed at the acquisition date: Fair value of consideration $ 64,433 Assets acquired and liabilities assumed: Cash and cash equivalents 2,143 Accounts receivable 4,124 Inventory 7,257 Prepaid and other current assets 1,947 Property and equipment 673 Intangible assets 58,500 Operating lease assets 3,616 Other assets 131 Accounts payable and accrued liabilities ( 11,405 ) Other current liabilities ( 1,020 ) Other liabilities ( 4,868 ) Net assets acquired 61,098 Resulting goodwill $ 3,335 As of December 31, 2021, the purchase price allocation for the Bioness Acquisition was completed. Nearly 100% of the goodwill represents the estimated future economic benefits arising from other assets acquired that could not be individually identified and separately recognized. The factors contributing to the recognition of goodwill are based on several strategic and synergistic benefits that are expected to be realized from the Bioness Acquisition. The goodwill is tax deductible and was allocated to the U.S. reporting unit for purposes of the evaluation for any future goodwill impairment. The following table summarizes the fair values of identifiable intangible assets and their useful lives: Useful Life Fair Value Intellectual property 10 years $ 52,750 IPR&D N/A 5,500 Customer relationships 2 years 250 $ 58,500 The fair value of the Bioness intellectual property, IPR&D and the customer relationship asset was determined using the income approach through an excess earnings analysis, with projected earnings discounted at a rate of 23.1 % for intellectual property and IPR&D and 16.0 % for the customer relationship asset. The determination of the useful lives was based upon consideration of market participant assumptions and transaction specific factors. The results of operations of the business have been included in the accompanying consolidated financial statements since the March 30, 2021 acquisition date. The Company’s consolidated statements of operations reflect net sales and net loss attributable to Bioness of $ 33,980 and $ 5,652 , respectively, for the year ended December 31, 2021. The Company incurred $ 7,982 in acquisition costs relating to the Bioness Acquisition during the year ended December 31, 2021, which is included in selling general and administrative expense within the consolidated statement of operations and comprehensive income. Pro forma financial information The results of operations for Misonix and Bioness have been included in the accompanying consolidated financial statements since their respective acquisition dates of October 29, 2021 and March 30, 2021, respectively. Revenue, earnings and earnings per share including the Bioness and Misonix operations as if the companies were acquired at January 1, 2020 are as follows for the years ended December 31: 2021 2020 (unaudited) (unaudited) Net sales $ 504,619 $ 429,080 Net loss attributable to Bioventus Inc. $ ( 24,178 ) $ ( 45,297 ) 107 Table of Co n tents The historical consolidated financial information of the Company, Misonix and Bioness have been adjusted in the pro forma information to give effect to pro forma events that are (1) directly attributable to the both the Misonix and Bioness acquisitions, (2) factually supportable and (3) expected to have a continuing impact on the combined results. The unaudited pro forma results include adjustments to reflect the inventory step-up amortization, the incremental intangible asset amortization to be incurred based on the valuations of the assets acquired, transaction costs that would have been incurred in the prior period, vesting of equity-based compensation that was accelerated due to the Misonix Acquisition, adjustments to financing costs to reflect the new capital structure as well as the income tax effect and the noncontrolling interest impact of these adjustments. These pro forma amounts are not necessarily indicative of the results that would have been obtained if the acquisition had occurred prior to the beginning of the period presented or that may occur in the future, and does not reflect future synergies, integration costs, or other such costs or savings. Investments VIE The Company and Harbor Medtech Inc. (Harbor) entered into an exclusive Collaboration Agreement in 2019 for purposes of developing a product for orthopedic uses to be commercialized by the Company and supplied by Harbor. The Company’s fully diluted partial ownership of 8.8 % of Harbor’s Series C Preferred Stock and exclusive Collaboration Agreement created a variable interest in Harbor. The Company terminated the Collaboration Agreement in June 2021. Harbor had been consolidated in the Company’s consolidated financial statements from the third quarter of 2019 through June 2021 when the Company ceased being the primary beneficiary because it no longer had the power to direct Harbor’s significant activities. The Company determined that the termination was a triggering event requiring an impairment assessment of Harbor’s long lived assets. The assessment resulted in an impairment of $ 5,674 , representing Harbor’s long-lived asset balance, which was recorded within impairment of variable interest entity assets for the year ended December 31, 2021 in the consolidated statements of operations and comprehensive income, of which $ 5,176 is attributable to the non-controlling interest. The Company assessed the fair value of the remaining investment balance in Harbor which resulted in a $ 1,369 impairment recorded within other expense for the year ended December 31, 2021 in the consolidated statements of operations and comprehensive income bringing the investment balance to zero. The Company continues to have license rights to certain technology obtained from Harbor and is continuing product development initiated under the Collaboration Agreement. Harbor assets that could only be used to settle Harbor obligations and Harbor liabilities for which creditors did not have recourse to the general credit of the Company were as follows at December 31, 2020: Cash and cash equivalents $ 803 Property and equipment, net 173 Intangible assets, net 5,635 Operating lease assets 178 Other assets 74 $ 6,863 Accounts payable and accrued liabilities $ 366 Other current liabilities 2,004 Other long-term liabilities 659 $ 3,029 108 Table of Co n tents Equity Method On January 30, 2018, the Company purchased 337,397 shares of Series F Convertible Preferred Stock of CartiHeal (2009) Ltd. (CartiHeal), a privately held entity, for $ 2,500 . On January 22, 2020, the Company made an additional $ 152 investment in CartiHeal, through a Simple Agreement for Future Equity (SAFE). On July 15, 2020, CartiHeal completed the future equity financing and the Company received 12,825 in Series G-1 Preferred Shares resulting in the SAFE being terminated. In addition, on July 15, 2020, the Company entered into an Option and Equity Purchase Agreement with CartiHeal (Option Agreement). Under the terms of the agreement, the Company purchased 1,014,267 shares of CartiHeal Series G Preferred Shares for $ 15,000 . The CartiHeal investment totaled $ 16,579 , including capitalized transaction costs of $ 1,427 , and the Company’s equity ownership in CartiHeal increased to 10.03 % of its fully diluted shares. The investment does not have a readily determinable fair value and is included within investments and other assets on the consolidated balance sheets. Beginning in July 2020, the Company was able to exercise significant influence over CartiHeal but did not have control and as a result the investment was recognized as an equity method investment. Net losses from CartiHeal for the years ended December 31, 2021 and 2020 totaled $ 1,868 and $ 467 , respectively, which are included in other expense (income) on the consolidated statement of operations and comprehensive income. The CartiHeal investment carrying value was $ 16,771 and $ 18,689 as of December 31, 2021 and 2020, respectively. In August 2021, CartiHeal achieved pivotal clinical trial success, as defined in the Option Agreement, for a CartiHeal product, which provides the Company with an exclusive option to acquire 100 % of CartiHeal’s shares (Call Option), and provides CartiHeal with a put option that would require the Company to purchase 100 % of CartiHeal’s shares under certain conditions (Put Option). In order to preserve the Company’s Call Option, in accordance with the Option Agreement and upon approval of the BOD, the Company deposited $ 50,000 into escrow in August 2021 for the potential acquisition of CartiHeal, which is included in restricted cash on the consolidated balance sheet. Consideration for the acquisition of all of the remaining shares of CartiHeal, excluding those the Company already owns, pursuant to the Call Option or Put Option would be $ 314,895 , inclusive of the existing deposit, all of which would be payable at closing, with an additional $ 134,955 payable upon achievement of certain sales milestones related to Agili-C. Such closing would be subject to customary closing conditions. The Call Option may be exercised at any time up to and within 45 days following notice of the U.S. Food and Drug Administration (FDA) approval for a CartiHeal product currently in development. In addition, upon the same FDA approval, CartiHeal may exercise the Put Option within 45 days, which requires the Company to complete the acquisition of the remaining equity in CartiHeal. During the fourth quarter of 2021, CartiHeal submitted the final clinical module of a Modular Premarket Approval Application (PMA) seeking FDA approval. In order to support the completion of the PMA, if needed, the Company will purchase an additional 338,089 of CartiHeal Series G Preferred Shares for $ 5,000 . Other On August 23, 2021, the Company purchased 13,896,609 shares of Trice Medical, Inc.’s (Trice) Series D Preferred Stock for $ 10,000 , representing a 8.4 % ownership interest of its fully diluted shares. Trice is a privately held company that develops and commercializes minimally invasive technologies for sports medicine and orthopedic surgical procedures and it does not have a readily determinable fair value. The investment in Trice is recorded at cost, less any impairment, plus or minus any changes resulting from observable price changes in orderly transactions for an identical or similar investment of the same issuer. 5. Financial instruments Debt On December 6, 2019, the Company entered into a $ 250,000 credit and guaranty agreement with Wells Fargo Bank National Association (Wells), as well as a syndicate of other banks (Lenders) which was comprised of a $ 200,000 term loan (Original Term Loan) and a $ 50,000 revolving facility (the Revolver). During 2021, in connection with the Misonix Acquisition, the Company amended the 2019 Credit Agreement (as amended, the Amended 2019 Credit Agreement). The Company prepaid $ 80,000 on the Original Term Loan in conjunction with the Misonix Acquisition on October 29, 2021. The Amended 2019 Credit Agreement, subsequent to the prepayment, is comprised of a $ 360,750 term loan (Term Loan) and the Revolver. 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 Term Loan and Revolver mature on October 29, 2026 (Maturity). Term loan As of December 31, 2021, $ 357,682 was outstanding on the Term Loan, net of original issue discount of $ 1,381 and deferred financing costs of $ 1,687 . Scheduled quarterly principal payments are as follows with the final payment of $ 225,469 at Maturity: 109 Table of Co n tents 2022 $ 4,509 2023 and 2024 $ 6,764 2025 and 2026 $ 9,019 The Company may voluntarily prepay the Term Loan without premium or penalty upon prior notice. The Company may be required to make additional principal payments on the Term Loan 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 and then the Eurodollar portions. The estimated fair value of the Term Loan as of December 31, 2021 is $ 360,046 . The fair value was determined using a discounted cash flow model based on current market interest rates available to the Company. These inputs are corroborated by observable market data for similar obligations and are classified as Level 2 instruments within the fair value hierarchy. Revolver The Revolver is a five-year revolving credit facility of $ 50,000 which includes revolving and swingline loans as well as letters of credit (LOC) and, inclusive of all, cannot exceed $ 50,000 at any one time. LOCs are available in an amount not to exceed $ 7,500 . Revolving loans are due at the earlier of termination or Maturity. Swingline loans are available as BR interest rate option loans only and must be outstanding for at least five days. Swingline loans are due the fifteenth or last day of a calendar month or Maturity whichever is earlier. As of December 31, 2021, the Company had one nominal LOC outstanding leaving approximately $ 49,917 available. Interest The Term Loan and Revolver permits the Company to elect either Eurodollar or BR interest rate options for the entire amount or certain portions of the loans and 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 (Bank EBITDA), for four consecutive quarters at the end of each period. BR portions of the Term Loan have interest due the last day of each calendar quarter-end. Eurodollar portions of the Term Loan have one, two, 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. In advance of the last day of the current Eurodollar Loan, the Company may select a new loan type so long as it does not extend beyond Maturity. The outstanding Term Loan has been a Eurodollar Loan since inception and is an auto-renewing one-month loan for setting an interest rate. In addition, the Term Loan has an interest due date concurrent with any scheduled principal repayment or prepayment. Interest is calculated based on a 360-day year except for BR loans where the base interest is the Wells Prime Rate, in which case it is calculated based on a calendar-day year. The base interest rate for all BR loans is equal to the highest of (a) the Wells Prime Rate, (b) the greater of the Federal Funds Effective Rate or Overnight Bank Funding Rate plus 1/2% and (c) the Eurodollar Rate for a USD deposit with a maturity of one month plus 1.0 %. The base interest rate for all Eurodollar Loans is equal to the rate determined for such day in accordance with the following formula with the Term Loan having a floor of 0 %: LIBOR 1—Eurocurrency Reserve Requirements Pricing grids are used to determine the loan margins based on the type of loan and the leverage ratio. As of December 31, 2021, the Term Loan interest rate including a margin of 2.00 % was 2.10 %. The loan margin is adjusted after the quarterly financial statements are delivered to the lenders in accordance with the pricing grid below: Leverage ratio Eurodollar BR > 2.50 to 1.00 2.00 % 1.00 % > 1.50 to 1.00 and < 2.50 to 1.00 1.75 % 0.75 % > 0.75 to 1.00 and < 1.50 to 1.00 1.50 % 0.50 % < 0.75 to 1.00 1.25 % 0.25 % 110 Table of Co n tents 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, 2021. 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 pricing grid below: Leverage ratio Commitment fee rate > 2.50 to 1.00 0.30 % > 1.50 to 1.00 and < 2.50 to 1.00 0.25 % > 0.75 to 1.00 and < 1.50 to 1.00 0.20 % < 0.75 to 1.00 0.15 % 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. As of December 31, 2021, the Company’s effective weighted average interest rate on all outstanding debt, including the commitment fee and interest rate swap, was 2.29 %. Cash paid for interest totaled $ 5,837 , $ 7,486 and $ 15,450 for the years ended December 31, 2021, 2020 and 2019, respectively. Other 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 dividends or certain other distributions, restrictions on acquisitions, investments and certain other payments, limitations on the incurrence of new indebtedness, limitations on transfers, sales and other dispositions of Company assets, as well as limitations on making changes to the Company’s business and organizational documents. Financial covenant requirements include a maximum debt leverage ratio as well as an interest coverage ratio not less than 3.00 to 1.00 as defined in the Amended 2019 Credit Agreement. As of December 31, 2021, the Company was in compliance with the financial covenants in the Amended 2019 Credit Agreement. Each Lender may provide an additional Term or Revolving Loan by executing and delivering notice specifying the terms, if doing so would not cause certain undesired events to occur as defined or extend repayment beyond Maturity. The aggregate amount of all additional borrowings may not exceed the greater of $ 100,000 and the trailing four quarters Bank EBITDA without the consent of the Lenders holding more than 50% of the total outstanding debt under the Amended 2019 Credit Agreement. Financing costs During October 2021 and December 2019 the Company amended its credit agreements and as a result paid financing costs totaling $ 3,318 and $ 2,117 of which $ 1,897 and $ 269 were recorded directly to selling, general and administrative expense for the years ended December 31, 2021 and 2019, respectively. The remaining $ 1,421 and $ 1,848 were capitalized to the consolidated balance sheets. Due to the change in the participating lenders, an additional $ 269 and $ 2,985 in deferred costs were written off and recorded in interest expense for the years ended December 31, 2021 and 2019, respectively. The loss on the debt retirement and modification for the years ended December 31, 2021 and 2019 totaled $ 2,162 and $ 3,252 , respectively. Capitalized deferred fees resulting from the amendments totaled $ 3,174 and $ 893 for the Term Loan and Revolver, respectively. These deferred fees are being amortized to interest expense on a straight-line basis over the term of the Amended 2019 Credit Agreement, which approximates the effective interest method. The Company recorded $ 588 , $ 543 and $ 711 in interest expense associated with deferred costs for the years ended December 31, 2021, 2020 and 2019, respectively. 111 Table of Co n tents Contractual maturities of long-term debt as of December 31, 2021 were as follows: 2022 $ 18,038 2023 27,056 2024 27,056 2025 36,075 2026 and thereafter 252,525 Deferred financing costs ( 1,687 ) Original issue discount ( 1,381 ) Total long-term debt 357,682 Less current portion ( 18,038 ) Total $ 339,644 The Company enters into interest rate swap agreements to limit its exposure to changes in the variable interest rate on its long-term debt. On March 26, 2020, the Company entered an interest rate swap agreement with one of its Lenders, which expires in December 2024. The interest rate swap was not designated as a hedge. The Company has no other active derivatives and the swap is carried at fair value on the balance sheet. Refer to Note 6. Fair value measurements . There were no outstanding derivatives as of December 31, 2019. Interest income of $ 2,730 and expense of $ 1,599 was recorded within the consolidated statements of operations and comprehensive income related to the change in fair value of the swap for the years ended December 31, 2021 and 2020, respectively. The notional value of the swap totaled $ 100,000 or 27.7 %, of the Term Loan outstanding principal at December 31, 2021. The swap locked in the variable portion of the interest rate on the $ 100,000 notional at 0.64 % . 6. Fair value measurements There were no assets or liabilities valued at fair value using Level 1 inputs as of December 31, 2021 and 2020. The following table provides information for liabilities measured at fair value on a recurring basis using Level 2 and Level 3 inputs: December 31, 2021 December 31, 2020 Total Level 2 Level 3 Total Level 2 Level 3 Assets: Interest rate swap $ 1,128 $ 1,128 $ — $ — $ — $ — Liabilities: Interest rate swap $ — $ — $ — $ 1,602 $ 1,602 $ — Contingent consideration 16,329 — 16,329 — — — Management incentive plan and liability- classified awards — — — 40,303 — 40,303 Equity Participation Right — — — 6,101 — 6,101 Total liabilities $ 16,329 $ — $ 16,329 $ 48,006 $ 1,602 $ 46,404 Interest rate swap The Company values interest rate swaps using discounted cash flows. Forward curves and volatility levels are used to estimate future cash flows that are not certain. These are determined using observable market inputs when available and based on estimates when not available. The fair value of the swap was recorded in the Company’s consolidated balance sheets within other current assets as of December 31, 2021 and accrued liabilities as of December 31, 2020. Changes in fair value are recognized as interest expense within the consolidated statements of operations and comprehensive income. 112 Table of Co n tents Contingent consideration The Company initially values contingent consideration related to business combinations using a probability-weighted calculation of potential payment scenarios discounted at rates reflective of the risks associated with the expected future cash flows for certain milestones. For other milestones, the Company used a variation of the income approach where revenue was simulated in a risk-neutral framework using Geometric Brownian Motion, a stock price behavior model. Key assumptions used to estimate the fair value of contingent consideration include projected financial information market data and the probability and timing of achieving the specific targets as discussed in Note 4. Acquisitions and investments . After the initial valuation, the Company generally uses its best estimate to measure contingent consideration at each subsequent reporting period using the following unobservable Level 3 inputs: Valuation Technique Unobservable inputs Range Bioness contingent consideration Discounted cash flow Payment discount rate 6.4 % - 6.8 % Payment period 2024 - 2025 Significant changes in these assumptions could result in a significantly higher or lower fair value. The contingent consideration reported in the above table resulted from the March 30, 2021 Bioness acquisition, which is adjusted quarterly based upon the passage of time or the anticipated success or failure of achieving certain milestones. Refer to Note 4. Acquisitions and investments for further details. Changes in contingent consideration related to the Bioness acquisition totaled $ 829 for the year ended December 31, 2021, were recorded as the change in fair value of contingent consideration within the consolidated statements of operations and comprehensive income. Management incentive plan (MIP) and liability-classified awards BV LLC had operated two equity-based compensation plans, the management incentive plan (MIP) and the BV LLC Phantom Profits Interest Plan (Phantom Plan and, together with the MIP, the Plans), which were terminated on February 11, 2021 in connection with the Company’s IPO. Awards granted under the MIP Plan and the Phantom Units primarily granted in 2015 and thereafter (2015 Phantom Units) were liability-classified and the Phantom Units granted under the initial 2012 Phantom Profits Interest Plan (2012 Phantom Units) were equity-classified. Prior to the IPO and during the year ended December 31, 2021, the Company settled the remaining 183,078 units with the sole MIP awardee for $ 10,802 . No awards under the Plans were granted post-IPO. Phantom Plan awardees whose BV LLC employment terminated prior to the IPO were entitled to receive cash of $ 10,875 , which is included in accrued equity-based compensation on the consolidated balance sheets and $ 10,413 was paid in March 2022. Awardees that were active BV LLC employees at the IPO were entitled to receive an aggregate of 798,422 shares of Class A common stock. In February 2022, awardees received 538,203 Class A common stock, of which 260,219 shares were withheld to satisfy employee payroll taxes. The following table provides a reconciliation of the beginning and ending balances for the MIP and liability-classified awards at fair value using significant unobservable inputs or Level 3: Balance at December 31, 2019 $ 40,802 Initial estimate (vesting) 4,734 Forfeitures ( 1,298 ) Change in fair value 6,641 Payments ( 10,576 ) Balance at December 31, 2020 40,303 Change in fair value ( 25,185 ) Initial estimate (vesting) 829 Payments ( 11,281 ) Phantom plan conversion to Class A common stock ( 4,666 ) Balance at December 31, 2021 $ — Equity Participation Right (EPR) Unit Prior to the IPO, the only member of BV LLC that remained a member following the Transactions (Continuing LLC Owner) owned the only EPR Unit. The EPR Unit’s only entitlement was 0.55 % of available distributions arising from a distribution event such as the IPO. The EPR Unit was redeemed in exchange for $ 3,327 in connection with the IPO in February 2021, at which time the EPR ceased to exist and all entitlements ended. The revaluation for the EPR liability is recognized in interest expense on the consolidated statements of operations and comprehensive income. 113 Table of Co n tents The following table provides a reconciliation of the beginning and ending balances for the EPR Unit at fair value using significant unobservable inputs Level 3: Balance at December 31, 2019 $ 5,457 Change in fair value 644 Balance at December 31, 2020 6,101 Change in fair value ( 2,774 ) Payment ( 3,327 ) Balance at December 31, 2021 $ — 7. Stockholders’ and members’ equity Amendment and restatement of certificate of incorporation On February 16, 2021 the Company amended and restated its certificate of incorporation to, among other things, provide for (i) the authorization of 250,000,000 shares of Class A common stock with a par value of $ 0.001 per share; (ii) 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 Company's Board of Directors (BOD) in one or more series; and (iv) the establishment of a classified BOD, divided into three classes, each of whose members will serve for staggered three-year terms. Holders of Class A and Class B common stock are entitled to one vote per share and, except as otherwise required, will vote together as a single class on all matters on which stockholders generally are entitled to vote. Holders of Class B common stock are not entitled to receive dividends and will not be entitled to receive any distributions upon the liquidation, dissolution or winding up of the Company. Shares of Class B common stock may only be issued to the extent necessary to maintain the one -to-one ratio between the number of LLC Interests and the number of shares of Class B common stock held by the Continuing LLC Owner. Shares of Class B common stock are transferable only together with an equal number of LLC Interests. Shares of Class B common stock will be canceled on a one -for-one basis upon the redemption or exchange of any outstanding LLC Interests. The Company must, at all times, maintain a one -to-one ratio between the number of outstanding shares of Class A common stock and the number of LLC Interests owned by the Company. Initial public offering As described in Note 1. Organization , 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 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 . In connection with the IPO, the Company issued 15,786,737 shares of Class B common stock to the Original BV LLC Owners. BV LLC recapitalization As described in Note 1. Organization , on February 16, 2021, the Company amended and restated the BV LLC Agreement to, among other things, (i) provide for the new LLC Interests, (ii) exchange all of the then-existing membership interests of the Original BV LLC Owners for new LLC Interests and (iii) appoint Bioventus Inc. as the sole managing member of BV LLC. The BV LLC Agreement also provides that holders of LLC Interests may, from time to time, require the Company to redeem all or a portion of their LLC Interests for newly-issued shares of Class A common stock on a one -for-one basis. The Company may elect to settle any such redemption in shares of Class A common stock or in cash. In the event of cash settlement, the Company would issue new shares of Class A common stock and use the proceeds from the sale of these newly-issued shares of Class A common. The amendment also requires that the Company, at all times, maintain (i) a one -to-one ratio between the number of outstanding shares of Class A common stock and the number of LLC Interests owned by Bioventus Inc. and (ii) a one -to-one ratio between the number of shares of Class B common stock owned by the Continuing LLC Owner and the number of LLC Interests owned by the Continuing LLC Owner. 114 Table of Co n tents IPO Merger As described in Note 1. Organization , the Company acquired, by merger, the Former LLC Owners, for which the Company issued 31,838,589 shares of Class A common stock as merger consideration. In connection with the IPO Merger, the Company canceled 15,786,737 shares of Class B common stock and the Company received 15,786,737 of LLC Interests. Issuance of common stock The Company issued 18,340,790 of $ 0.001 par value Class A common stock to certain Misonix shareholders at $ 14.97 per share in order to partially fund the Misonix Merger. As a result, the Company recorded $ 18 in common stock and $ 272,706 in additional paid-in capital, net of registration fees totaling $ 1,838 , within the consolidated balance sheets during the year ended December 31, 2021. Refer to Note 4. Acquisitions and investments for further discussion concerning the Misonix Merger. Noncontrolling interest In connection with any redemption, the Company will receive a corresponding number of LLC Interests, increasing the 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 year ended December 31, 2021. The following table summarizes the ownership interest in BV LLC as of December 31, 2021 and immediately following the Transactions on February 16, 2021 (number of units in thousands). December 31, 2021 February 16, 2021 LLC Interests Ownership % LLC Interests Ownership % Number of LLC Interests owned Bioventus Inc. 59,548 79.0 % 41,038 72.2 % Continuing LLC Owner 15,787 21.0 % 15,787 27.8 % Total 75,335 100.0 % 56,825 100.0 % The Company’s ownership percentage remained constant at 72.2 % from February 16, 2021 through the closing of the Misonix Acquisition on October 29, 2021. Immediately following the Misonix Acquisition, the Company’s ownership percentage increased to 79.0 %. Dividend restrictions Bioventus Inc. is a holding company with no direct operations. As a result, the ability to pay cash dividends on the Company’s common stock, if any, is dependent upon cash dividends, distributions or other transfers from BV LLC. The amounts available to the Company to pay cash dividends are subject to certain covenants and restrictions set forth in Amended 2019 Credit Agreement. Refer to Note 5. Financial instruments for further discussion concerning the covenant restrictions. Related party BV LLC member distributions The Company made cash distributions of $ 19,886 and $ 9,137 to the BV LLC members, or tax authorities on their behalf, in an amount equal to approximately 40 % of the members’ estimated taxable income for the years ended December 31, 2020 and 2019, respectively. Prior to the IPO, for the period from January 1, 2021 through February 15, 2021 their were no distributions. At December 31, 2020, there were distributions payable to tax authorities on the BV LLC members behalf totaling $ 541 and nominal tax distributions payable to the BV LLC members. During 2021, after the IPO, the Company made cash distributions of $ 367 to tax authorities on Continuing LLC Owner behalf, in an amount equal to their estimated 2021 tax liability. At December 31, 2021, there were $ 3,181 in distributions payable to the Continuing LLC Owner. 115 8. Equity-based compensation Terminated plans Prior to the IPO, BV LLC operated two equity-based compensation plans that were terminated on February 11, 2021 in conjunction with the IPO. Prior to the Plans termination, during the year ended December 31, 2021, (i) the Company granted 90,000 Phantom Plan units; (ii) there were no MIP awards granted; (iii) 900 Phantom Plan units were forfeited and (iv) other Phantom Units were redeemed for $ 479 . Compensation expense related to the Phantom Plan totaled $ 829 for the year ended December 31, 2021, which excludes a $ 25,185 decrease in fair market value of accrued equity-based compensation. The decrease was due to adjustments to reflect the difference between the expected pricing from the pending IPO and the actual offering price which was primarily recorded in selling, general and administrative expense with $ 1,777 recorded in research and development expense within the consolidated statement of operations and comprehensive income for the year ended December 31, 2021. The Plans compensation expense totaled $ 10,103 and $ 10,844 for the years ended December 31, 2020 and 2019, respectively. 2021 Plan The Company operates an equity-based compensation plan (2021 Plan). The 2021 Plan is designed to grant incentive awards to eligible employees and other service providers in order to attract, motivate and retain the talent for which the Company competes. The 2021 Plan allows for the issuance of stock options (incentive and nonqualified), restricted stock, dividend equivalents, restricted stock units (RSUs), other stock-based awards, and cash awards. (collectively, Awards). Generally, non-cash Awards granted under the 2021 Plan are equity-classified. Certain Awards provide for accelerated vesting if there is a change in control as defined in the 2021 Plan. As of December 31, 2021, 7,592,476 shares of Class A common stock were authorized to be awarded and 1,597,215 shares remained available for future awards. The number of shares available for issuance will be increased annually on January 1 of each calendar year beginning in 2022 through 2031, equal to the lesser of (i) 4.5 % of the shares of Class A common stock outstanding on the final day of the immediately preceding calendar year and (ii) a smaller number of shares as determined by the Company’s BOD. Equity-based compensation expense of $ 19,504 was recognized for the year ended December 31, 2021, for Awards granted under the 2021 Plan. The expense is primarily included in selling, general and administrative expense with a nominal amount in research and development expense on the consolidated statement of operations and comprehensive income based upon the classification of the employee. There was no income tax benefit related to this expense for the year ended December 31, 2021. Restricted Stock Units During the year ended December 31, 2021, the Company granted employees and non-employee directors time-based RSUs which vest at various dates through December 6, 2025. The compensation expense, which represents the fair value of the stock measured at the market price on the date of grant, is recognized over the vesting period, which is typically between 1 and 4 years. No RSUs vested during the year ended December 31, 2021. Unamortized compensation expense related to the RSUs totaled $ 5,116 at December 31, 2021, and is expected to be recognized over a weighted average period of approximately 1.16 years. A summary of the RSU award activity for the year ended December 31, 2021 is as follows (number of units in thousands): Number of units Weighted-average grant-date fair value per unit Unvested at December 31, 2020 — $ — Granted 1,032 $ 14.41 Forfeited or canceled ( 8 ) $ 13.86 Unvested at December 31, 2021 1,024 $ 14.41 Stock Options During the year ended December 31, 2021, the Company granted employees time-based stock options which vest over 2 to 4 years. In addition, in conjunction with the Misonix Acquisition, the Company issued fully vested stock options as part of the Misonix Acquisition consideration. Refer to Note 4. Acquisitions and investments for further information regarding the Misonix Acquisition. Options expire 10 years from the grant date. The fair value of stock options is estimated on the date of grant using the Black-Scholes valuation model, with such value recognized as expense over the service period, which is typically 2 to 4 years, net of actual forfeitures. The expected term of the options granted is generally estimated using the simplified method. Expected volatility is based on the historical volatility of the Company’s peers’ common stock due the limited trading history of the Company’s Class A 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. 116 Table of Co n tents A summary of the Company’s assumptions used in determining the fair value of the stock options granted during the year ended December 31, 2021 is shown in the following table. Risk-free rate 0.59 % - 1.32 % Expected dividends — % Expected volatility 33.0 % - 36.0 % Expected term (in years) 4.17 - 6.25 A summary of stock option activity is as follows for the year ended December 31, 2021 (number of shares in thousands): Shares Weighted-average exercise price Weighted average remaining contractual term Aggregate intrinsic value Outstanding at December 31, 2020 — $ — Granted 8,442 $ 11.12 Exercised ( 74 ) $ 6.00 Forfeited or canceled ( 4 ) $ 13.00 Outstanding at December 31, 2021 8,364 $ 11.16 8.32 years $ 28,315 Exercisable and vested at December 31, 2021 3,393 $ 8.17 7.06 years $ 21,461 The weighted-average grant-date fair value of options granted during the year ended December 31, 2021was $ 5.88 . The total intrinsic value of options exercised during the year ended December 31, 2021 was $ 541 for which the Company received a $ 446 payment. 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 common stock for options that had exercise prices lower than $ 14.49 , the closing price of the Company’s stock on December 31, 2021. Unamortized compensation expense related to the options amounted to $ 11,961 at December 31, 2021, and is expected to be recognized over a weighted average period of approximately 2.88 years. Employee Stock Purchase Plan In February 2021, in connection with the IPO, the Company began operating the 2021 Employee Stock Purchase Plan (ESPP). The ESPP provides for the issuance of shares of the Company’s common stock to eligible employees of the Company and its subsidiaries that elect to participate in the plan and purchase shares of common stock through payroll deductions (including executive officers). During each enrollment period, eligible employees may designate between 1 % and 15 % of their compensation to be deducted for the purchase of common stock under the plan (or such other percentage in order to comply with regulations applicable to employees domiciled in or resident of a member state of the European Union). The purchase price of the shares under the ESPP is equal to 85 % of the fair market value on the first day of the offering period or, if lower, on the last day of the offering period. As of December 31, 2021, the aggregate number of shares available for issuance under the ESPP was 447,525 . A total of 94,795 shares were issued and $ 340 of expense was recognized under the ESPP during the year ended December 31, 2021. 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 U.S., the Company provides a 401(k) defined contribution plan (U.S. Plan) that covers substantially all U.S. employees that meet minimum age requirements. Beginning in April 2021, the Company matches 100 % of the employees’ contribution up to 4 % of the employees’ wages and 50 % on the next 2 %. Prior to this change, the Company matched 50 % of the employees’ contribution up to 6 % of the employees’ wages. The U.S. Plan also provides for an additional 1 to 3 % at the Company’s discretion. For the years ended December 31, 2021, 2020 and 2019, Company contributions totaled $ 4,477 , $ 3,379 and $ 5,401 , respectively, for all global plans. The expense is included in cost of sales, selling, general and administrative expense and research and development expense on the consolidated statement of operations and comprehensive income based upon the classification of the employee. 117 Table of Co n tents 9. Earnings per share The following table sets forth the computation of basic and diluted loss per share of Class A common stock for the period following the Transactions (amounts in thousands, except share and per share data): February 16, 2021 through December 31, 2021 Numerator: Net loss $ ( 16,391 ) Net loss attributable to noncontrolling interests 9,789 Net loss attributable to Bioventus Inc. Class A common stockholders $ ( 6,602 ) Denominator: Weighted-average shares of Class A common stock outstanding - basic and diluted 45,472,483 Net loss per share of Class A common stock, basic and diluted $ ( 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, 2021 were excluded from the calculation of diluted loss per share because the effect of including such potentially dilutive shares would have been antidilutive upon conversion: LLC Interests held by Continuing LLC Owner (a) 15,786,737 Stock options 5,373,442 RSUs 966,673 Unvested shares of Class A common stock 30,056 Total 22,156,908 (a) Class A Shares reserved for future issuance upon redemption or exchange of LLC Interests by Continuing LLC Owner. 10. Restructuring 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 expenses in the consolidated statement of operations and comprehensive income. In the third and fourth quarters of 2021, the Company adopted restructuring plans for the Bioness Acquisition to reduce headcount, reorganize management structure and consolidate certain facilities. The Company expects total charges related to this restructuring plan to be $ 2,900 and expects the plan will be completed in the first quarter of 2022. In the fourth quarter of 2020, the Company adopted a restructuring plan to improve the performance of International operations, principally through headcount reduction and closing offices in certain countries as the Company shifted to an indirect distribution model in these countries. The plan was completed in 2020 and all costs were incurred in 2020. 118 Table of Co n tents The Company recorded total pre-tax charges for all plans of $ 2,487 , $ 563 and $ 575 primarily related to severance and other charges for the years ended December 31, 2021, 2020 and 2019, respectively. The Company’s restructuring charges and payments for all plans comprised of the following: Employee severance and temporary labor costs Other charges Total Balance at December 31, 2019 $ — $ — $ — Expenses incurred 408 155 563 Payments made ( 242 ) ( 74 ) ( 316 ) Balance at December 31, 2020 166 81 247 Expenses incurred 2,351 136 2,487 Payments made ( 1,117 ) ( 81 ) ( 1,198 ) Balance at December 31, 2021 $ 1,400 $ 136 $ 1,536 11. 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 U.S. federal and certain state and local income taxes. Any taxable income or loss generated by BV LLC is passed through to and included in the taxable income or loss of its members, including the Company following the Transactions, on a pro rata basis. 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 income from continuing operations before taxes for the years ended December 31 are as follows: 2021 2020 2019 United States $ 9,511 $ 15,527 $ 6,722 International ( 1,891 ) 387 2,967 Income from continuing operations before income taxes $ 7,620 $ 15,914 $ 9,689 The provision for income taxes on continuing operations consists of the following: 2021 2020 2019 Current: United States federal $ 5,675 $ 782 $ 932 United States state and local 1,750 214 177 International 367 707 815 Total current 7,792 1,703 1,924 Deferred: United States federal ( 9,015 ) ( 508 ) ( 345 ) United States state and local ( 533 ) ( 3 ) ( 3 ) International ( 210 ) — — Total deferred ( 9,758 ) ( 511 ) ( 348 ) Total income tax (benefit) expense $ ( 1,966 ) $ 1,192 $ 1,576 Cash paid for income taxes totaled $ 7,456 , $ 1,541 and $ 1,577 for the years ended December 31, 2021, 2020 and 2019, 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. 119 Table of Co n tents The differences between the effective income tax rate and the federal statutory income tax rates for the years ended December 31 are as follows: 2021 2020 2019 U.S. statutory federal corporate income tax rate 21.0 % 21.0 % 21.0 % Noncontrolling interest ( 18.6 ) — — LLC flow-through structure ( 70.4 ) ( 20.1 ) ( 8.8 ) Non-deductible expenses 43.8 — — State and local income taxes, net of federal benefit 11.8 1.5 2.4 Change in valuation allowance 7.0 — — Research and other tax credits ( 4.5 ) — — Organizational Transactions ( 8.6 ) — — Uncertain tax positions ( 9.0 ) — — Foreign rate differential ( 0.9 ) 1.2 1.7 Other 2.6 3.9 — Effective income tax rate ( 25.8 %) 7.5 % 16.3 % For the year ended December 31, 2021, after the Transactions, the Company’s effective tax rate differed from statutory rates primarily due to the non-deductible expenses, state and local taxes as well as the change in valuation allowances. These increases were partially offset by the noncontrolling interest, uncertain tax positions and the impact of the Transactions. Prior to the Transactions, the Company’s effective tax rate differed from statutory rates primarily due to Bioventus LLC’s pass-through structure for U.S. income tax purposes while being treated as taxable in certain states and various foreign jurisdictions as well as for certain subsidiaries. In addition, certain states assess income taxes on pass-through structures. 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: 2021 2020 Deferred tax assets: Net operating losses and tax credit carryforwards $ 16,303 $ 3,874 Transaction costs 969 — Accrued liabilities 862 — Fixed assets 644 — Other 925 696 Gross deferred tax assets 19,703 4,570 Valuation allowance ( 2,320 ) ( 2,993 ) Total deferred tax assets 17,383 1,577 Deferred tax liability: Misonix Acquisition 106,732 — Organizational Transactions 38,805 — Acquired intangible 4,157 4,939 Operating lease assets 726 — 150,420 4,939 Net deferred tax liability $ 133,037 $ 3,362 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 $ 673 . The valuation allowance at December 31, 2021 principally relates to recognizing a full valuation allowance against foreign NOLs resulting from 2021 acquisitions. The December 31, 2020 valuation allowance was related to Harbor NOL carryforwards and upon deconsolidation was written off along with the corresponding asset. It is reasonably possible that the valuation allowance will decrease in 2022 related to expiration of NOLs. 120 Table of Co n tents The Company has federal and foreign NOL carryforwards of $ 70,275 and research and other tax credits of $ 983 as a result of the acquisitions. These carryforwards are subject to limitation under the provisions of Section 382 of the U.S. Internal Revenue Code of 1986, as amended, or the Internal Revenue Code and will begin to expire in 2031. Section 382 states that if an “ownership change” occurs with respect to a corporation with net operating and other loss carryforwards, such carryforwards will be available to offset taxable income in each taxable year after the ownership change only up to the Section 382 Limitation for each year. The Company has state NOL carryforwards of approximately $ 15,942 as a result of the Misonix Acquisition, which begins to expire in 2024. The Company evaluated its tax positions and has an unrecognized tax benefit of $ 4,517 as of December 31, 2021. There was no unrecognized tax benefit as of December 31, 2020. The Company had $ 1,837 accrued for payment of interest and penalties as of December 31, 2021. The entire amount of unrecognized tax benefits, including interest, would favorably impact the Company’s effective tax rate if recognized. The Company believes it is reasonably possible that, in the next 12 months, the amount of unrecognized tax benefits, exclusive of interest and penalties, related to the resolution of federal, state and foreign matters could be increased by $ 2,800 as statutes expire. Minimal other tax related interest and penalties were incurred for the years ended December 31, 2021, 2020 and 2019. The Company is subject to audit by various taxing jurisdictions for the years 2018 through 2021. A reconciliation of the gross unrecognized tax benefits (excluding interest and penalties) for the years ended December 31, 2021 follows: 2021 Beginning of the period $ — Additions for current year tax positions 5,431 Expiration of statutes ( 914 ) End of the period $ 4,517 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 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, 2021, 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. 12. 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. 121 Table of Co n tents For all classifications of leases, the Company combines lease and nonlease components to account for them 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 remaining lease terms range from 1 month to 6.75 years. The components of lease cost were as follows for the years ended December 31: 2021 2020 Operating lease cost $ 3,478 $ 2,610 Short-term lease cost (a) 668 388 Total lease cost $ 4,146 $ 2,998 (a) Includes variable lease cost and sublease income, which are immaterial. Supplemental cash flow information were as follows for the years ended December 31: 2021 2020 Cash paid for amounts included in the measurement of operating lease liabilities $ 3,616 $ 2,567 Right-of-use assets obtained in exchange for operating lease obligations $ 4,665 $ 1,497 Supplemental balance sheet and other information were as follows for the years ended December 31: 2021 2020 Operating lease assets $ 17,186 $ 14,961 Operating lease liabilities- current $ 3,504 $ 1,960 Operating lease liabilities- noncurrent 15,038 14,108 Total operating lease liabilities $ 18,542 $ 16,068 Weighted average remaining operating lease term in years 5.6 7.2 Weighted average discount rate for operating leases 4.7 % 5.0 % Maturities of operating lease liabilities as of December 31, 2021 were as follows: 2022 $ 4,253 2023 3,637 2024 3,590 2025 3,282 2026 2,654 Thereafter 3,735 Total future lease payments (a) 21,151 Less imputed interest ( 2,609 ) Present value of future lease payments $ 18,542 (a) The above table does not reflect the future maturities of a lease entered into during November 2021 in which the Company agreed to lease a facility to expand its manufacturing operations and relocate from its current leased facilities in Memphis, Tennessee. The lease term is 10 years and occupancy is expected to begin in July 2022, contingent upon certain improvements. Expected payments of the Memphis lease are as follows for the next five years beginning in July 2022 and thereafter: $ 769 , $ 1,554 , $ 1,585 , $ 1,617 , $ 1,649 and $ 9,671 . Product recall In December 2020, the Company voluntarily recalled its ultrasound gel, an accessory to one of the Restorative Therapies product. The Company has incurred $ 2,061 in total costs associated with this recall. Reserves of $ 126 and $ 1,684 were recorded within accrued liabilities on the consolidated balance sheets at December 31, 2021 and 2020, respectively. 122 Table of Co n tents Governmental and legal contingencies In the normal course of business, the Company periodically becomes involved in various claims and lawsuits, and governmental proceedings and investigations that are incidental to the business. The Company accrues a liability when a loss is considered probable and the amount can be reasonably estimated. When a material loss contingency is reasonably possible but not probable, the Company does not record a liability, but instead discloses the nature and amount of the claim, and an estimate of the possible loss or range of loss, if such an estimate can be made. Legal fees are expensed as incurred. With respect to governmental proceedings and investigations, like other companies in the industry, the Company is subject to extensive regulation by national, state and local governmental agencies in the U.S. and in other jurisdictions in which the Company and its affiliates operate. As a result, interaction with governmental agencies is ongoing. The Company’s standard practice is to cooperate with regulators and investigators in responding to inquiries. Other than the settled OIG matter, the Company is presently unable to predict the duration, scope, or result of the following matters. As such, the Company is presently unable to develop a reasonable estimate of a possible loss or range of losses, if any, related to these matters. While the Company intends to defend these matters vigorously, the outcome of such litigation or any other litigation is necessarily uncertain, are not within the Company’s complete control and may 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. OIG matter During 2018, the Company identified non-compliance with certain U.S. federal statutes and requirements governing the Medicare program in 2018. Upon voluntary self-disclosure to the Office of Inspector General of the U.S. Department of Health and Human Services (OIG), the Company entered into a formal settlement agreement on February 22, 2021, which included releases from further liability and penalties that are customary in self-disclosures of this type. Total settlement charges were $ 3,600 , of which $ 2,400 had previously been paid. The remaining $ 1,200 net settlement amount due under the agreement was recorded in accrued liabilities within the consolidated balance sheets as of December 31, 2020 and paid on February 23, 2021. Misonix stockholder On September 15, 2021, a purported stockholder of Misonix filed an action in the United States District Court for the Eastern District of New York, captioned Stein v. Misonix, Inc., et al., Case No. 2:21-cv-05127 (E.D.N.Y.) (the Stein Complaint). The Stein Complaint names Misonix and members of its board of directors as defendants. On September 16, 2021, a purported stockholder of Misonix filed an action in the United States District Court for the Southern District of New York, captioned Ciccotelli v. Misonix, Inc. et al., Case No. 1:21-cv-07773 (S.D.N.Y.) (the Ciccotelli Complaint) against Misonix, members of its board of directors, the Company, and its subsidiaries, Merger Sub I and Merger Sub II, as defendants. Plaintiff voluntarily dismissed the Ciccotelli Complaint on November 10, 2021. On October 12, 2021, another purported stockholder of Misonix filed an action in the United States District Court for the Eastern District of New York, captioned Rubin v. Misonix, Inc. et al., Case No. 1:21-cv-05672 (S.D.N.Y.) (the Rubin Complaint) and on October 15, 2021, another purported stockholder of Misonix filed an action in the United States District Court for the Southern District of New York, captioned Taylor v. Misonix, Inc. et al., Case No. 1:21-cv-08513 (S.D.N.Y.) (the Taylor Complaint). The Rubin Complaint and the Taylor Complaint name Misonix and members of its board of directors as defendants. Each of the complaints asserts claims under Section 14(a) and Section 20(a) of the Exchange Act and SEC Rule 14a-9, challenging the adequacy of disclosures in the proxy statement/prospectus filed with the SEC on September 8, 2021 or the Definitive Proxy Statement filed with the SEC on September 24, 2021, regarding Misonix and/or Bioventus’ projections and J.P. Morgan’s financial analysis. The complaints seek, among other relief, (i) injunctive relief preventing the parties from proceeding with the merger, (ii) rescission in the event that the merger is consummated, and (iii) an award of costs, including attorneys’ and experts’ fees. 123 Table of Co n tents Misonix former distributor On March 23, 2017, Misonix’s former distributor in China, Cicel (Beijing) Science & Technology Co., Ltd., filed a lawsuit against Misonix and certain of its officers and directors in the United States District Court for the Eastern District of New York. The complaint alleged that Misonix improperly terminated its contract with the former distributor. The complaint sought various remedies, including compensatory and punitive damages, specific performance and preliminary and post judgment injunctive relief, and asserted various causes of action, including breach of contract, unfair competition, tortious interference with contract, fraudulent inducement, and conversion. On October 7, 2017, the court granted Misonix’s motion to dismiss each of the tort claims asserted against Misonix, and also granted the individual defendants’ motion to dismiss all claims asserted against them. On January 23, 2020, the Court granted Cicel’s motion to amend its complaint, to include claims for alleged defamation and theft of trade secrets in addition to the breach of contract claim. Discovery in the matter ended on August 5, 2021. On January 20, 2022, the Court granted Misonix’s summary judgment motion on Cicel’s breach of contract and defamation claims. The Company believes that it has various legal and factual defenses to the remaining trade secret claim and intend to defend the action vigorously. There is no trial date currently set. Bioness shareholder Prior to closing the Bioness Acquisition, Bioness had been named as a defendant in a lawsuit, for which the Company is indemnified under the indemnification provisions contained in the Bioness Merger Agreement. The case relates to an action brought in February 2021 in the Delaware State Court of Chancery by a former minority shareholder and director of Bioness, seeking a temporary restraining order contesting the acquisition of Bioness. While the complaint to block the Bioness acquisition was dismissed by the court, a separate action was brought against the Company under the indemnification provisions of the Bioness Certificate of Incorporation to recover attorney fees and other expenses totaling approximately $ 2,000 incurred by the director and shareholder in connection with the dismissed case. On August 19, 2021, the court issued a ruling granting, in part, plaintiff’s motion for summary judgment, awarding plaintiff attorney’s fees and related expenses incurred in connection with performance of the plaintiff’s directorial duties, and denying fees and expenses incurred in a non-director capacity. In its ruling, the Court’s order also directed the parties to agree upon a process that will govern the payment of and challenges to plaintiff’s payment requests and required Bioness to pay 50 % of the demanded amount into escrow if more than 50 % of the total invoiced amount was in dispute. Pursuant to the court’s order, to date, Bioness has paid approximately $ 1,000 into escrow. The Company awaits the court’s final ruling on the appropriateness of these fees. Other matters On November 10, 2021, the Company entered into an asset purchase agreement for an HA product and made an upfront payment of $ 853 . An additional maximum of $ 853 is due upon the transfer of certain seller customer data. If the Company is able to obtain a Medical Device Regulation Certification for the product, $ 1,707 will be paid to the seller within five days. The Company is required to pay royalties through 2026 of 5.0 % on the first $ 569 in sales and 2.5 % thereafter. On August 23, 2019, the Company was assigned a third-party license on a product currently in development and the Company is subject to a 3 % royalty on certain commercial sales, or a nominal minimum amount per quarter, beginning in 2023. On May 29, 2019, the Company and the Musculoskeletal Transplant Foundation, Inc. d/b/a MTF Biologics (MTF), entered into a collaboration and development agreement to develop one or more products for orthopedic application to be commercialized by the Company and supplied by MTF (the Development Agreement). The first phase has been completed. Additional fees for the subsequent phases will be determined as the development work progresses. The Development Agreement continues until the date when the parties execute a supply agreement for the commercial products. On December 9, 2016, the Company entered into an amended and restated license agreement for the exclusive U.S. distribution and commercialization rights of a single injection OA product with the supplier of the Company’s single injection OA product for the non-U.S. market. The agreement requires the Company to meet annual minimum purchase requirements and pay royalties on net sales. Royalties related to this agreement totaled $ 13,300 , $ 10,021 and $ 7,622 during the years ended December 31, 2021, 2020 and 2019, respectively. These royalties are included in cost of sales on the consolidated statement of operations and comprehensive income. As part of a supply agreement entered on February 9, 2016 for the Company’s three injection OA product, the Company is subject to annual minimum purchase requirements for 10 years. After the initial 10 years, the agreement will automatically renew for additional consecutive 5 year terms 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. 124 Table of Co n tents The Company has an exclusive license agreement for bioactive bone graft putty. The Company is required to pay a royalty on all commercial sales revenue from the licensed products with a minimum annual royalty payment through 2023, the date the agreement will expire, upon the expiration of the patent held by the licensor. These royalties are included in cost of sales on the consolidated statement of operations and comprehensive 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, 2021 and 2020, the Company had one LOC outstanding for a nominal amount. The Company currently maintains insurance for risks associated with the operation of its business, provision of professional services and ownership of property. These policies provide coverage for a variety of potential losses, including loss or damage to property, bodily injury, general commercial liability, professional errors and omissions and medical malpractice. The Company is self-insured for health insurance covering most of its employees located in the United States. The Company maintains stop-loss insurance on a “claims made” basis for expenses in excess of $ 200 per member per year. 13. 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 net sales by segment disaggregated by geographic markets and major products (Vertical) as follows for the years ended December 31: 2021 2020 2019 Primary geographic markets: U.S. $ 387,553 $ 293,697 $ 305,072 International 43,345 27,464 35,069 Total net sales $ 430,898 $ 321,161 $ 340,141 Vertical: Pain Treatments $ 221,607 $ 171,178 $ 182,082 Restorative Therapies 121,572 88,624 103,504 Surgical Solutions 87,719 61,359 54,555 Total net sales $ 430,898 $ 321,161 $ 340,141 14. Segments Segment information by asset is not disclosed as it is not reviewed by the CODM or used to allocate resources or to assess the operating results and financial performance. The Company believes EBITDA, adjusted for additional non-operational factors disclosed in the table below, or Adjusted EBITDA, is a key measure for internal reporting. 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 reporting segment. Adjusted EBITDA is not defined in the same manner by all companies and may not be comparable to other similarly titled measures of other companies unless the definition is the same. 125 Table of Co n tents The following table presents segment adjusted EBITDA reconciled to income before income taxes for the years ended December 31: 2021 2020 2019 Segment adjusted EBITDA U.S. $ 70,640 $ 69,252 $ 71,673 International 10,119 3,191 7,515 Interest expense ( 1,112 ) ( 9,751 ) ( 21,579 ) Depreciation and amortization ( 34,875 ) ( 28,643 ) ( 30,316 ) Acquisition and related costs ( 21,978 ) — — Restructuring and succession charges ( 3,717 ) ( 6,172 ) ( 575 ) Impairments related to variable interest entity ( 7,043 ) — — Equity compensation 4,512 ( 10,103 ) ( 10,844 ) COVID-19 benefits, net — 4,123 — Equity loss in unconsolidated investments ( 1,868 ) ( 467 ) — Foreign currency impact ( 132 ) 117 ( 8 ) Other items ( 6,926 ) ( 5,633 ) ( 6,177 ) Income from continuing operations before income taxes $ 7,620 $ 15,914 $ 9,689 15. Discontinued operations In March 2019, substantially all operations of the bone morphogenetic protein research and development program ceased, including project close documentation, contract termination, vacating the facility and ultimately the termination of the employees. As a result, the criteria for discontinued operations was met. For the year ended December 31, 2019, loss from discontinued operations, net of nominal tax, totaled $ 1,815 and was substantially all research and development expense. 16. Subsequent events On March 3, 2022, the Company drew down $ 15,000 on its Revolver. Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosures. None.