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 Firm (PCAOB ID Number 248 ) 87 Consolidated Statements of Operations and Comprehensive (Loss) Income 88 Consolidated Balance Sheets 89 Consolidated Statements of Changes in Stockholders’ and Members’ Equity 90 Consolidated Statements of Cash Flows 91 Notes to the Consolidated Financial Statements 92 86 Table of Contents 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 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, 2022 and 2021, 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, 2022, 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, 2022 and 2021, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2022, in conformity with accounting principles generally accepted in the United States of America. Going concern The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the financial statements, uncertainty exists related to the Company’s ability to meet certain financial covenants within 12 months from the date of report issuance. These conditions, along with other matters as set forth in Note 1, raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 1. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. 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 31, 2023 87 Table of Contents Bioventus Inc. Consolidated Statements of Operations and Comprehensive (Loss) Income Years Ended December 31, 2022, 2021 and 2020 (Amounts in thousands, except share amounts) 2022 2021 2020 Net sales $ 512,117 $ 430,898 $ 321,161 Cost of sales (including depreciation and amortization of $ 45,622 , $ 26,471 and $ 21,169 respectively) 181,037 128,192 87,642 Gross profit 331,080 302,706 233,519 Selling, general and administrative expense 332,606 254,253 193,078 Research and development expense 25,941 19,039 11,202 Restructuring costs 6,779 2,487 563 Change in fair value of contingent consideration 6,452 829 — Depreciation and amortization 21,153 8,363 7,439 Impairment of goodwill 189,197 — — Impairment of variable interest entity assets — 5,674 — Operating (loss) income ( 251,048 ) 12,061 21,237 Interest expense, net 25,795 1,112 9,751 Other (income) expense ( 12,944 ) 3,329 ( 4,428 ) Other expense 12,851 4,441 5,323 (Loss) income before income taxes ( 263,899 ) 7,620 15,914 Income tax (benefit) expense, net ( 50,508 ) ( 1,966 ) 1,192 Net (loss) income ( 213,391 ) 9,586 14,722 Loss attributable to noncontrolling interest 54,687 9,789 1,689 Net (loss) income attributable to Bioventus Inc. $ ( 158,704 ) $ 19,375 $ 16,411 Net (loss) income $ ( 213,391 ) $ 9,586 $ 14,722 Other comprehensive (loss) income, net of tax Change in prior service cost and unrecognized gain (loss) for defined benefit plan adjustment 133 60 ( 54 ) Change in foreign currency translation adjustments ( 501 ) ( 1,318 ) 2,126 Comprehensive (loss) income ( 213,759 ) 8,328 16,794 Comprehensive loss attributable to noncontrolling interest 54,766 9,789 1,689 Comprehensive (loss) income attributable to Bioventus Inc. $ ( 158,993 ) $ 18,117 $ 18,483 Loss per share of Class A common stock, basic and diluted (1) : $ ( 2.59 ) $ ( 0.15 ) Weighted-average shares of Class A common stock outstanding, basic and diluted (1) : 61,389,107 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. 88 Table of Contents Bioventus Inc. Consolidated Balance Sheets as of December 31, 2022 and 2021 (Amounts in thousands, except share amounts) 2022 2021 Assets Current assets: Cash and cash equivalents $ 31,814 $ 43,933 Restricted cash 23 5,280 Accounts receivable, net 136,645 124,963 Inventory 85,408 61,688 Prepaid and other current assets 18,685 27,239 Total current assets 272,575 263,103 Restricted cash, less current portion — 50,000 Property and equipment, net 27,647 22,985 Goodwill 13,759 147,623 Intangible assets, net 1,038,724 695,193 Operating lease assets 17,308 17,186 Deferred tax assets — 481 Investment and other assets 2,636 29,291 Total assets $ 1,372,649 $ 1,225,862 Liabilities and Stockholders' Equity Current liabilities: Accounts payable $ 37,549 $ 16,915 Accrued liabilities 111,954 131,473 Accrued equity-based compensation — 10,875 Current portion of long-term debt 33,056 18,038 Current portion of deferred consideration 117,615 — Other current liabilities 3,843 3,558 Total current liabilities 304,017 180,859 Long-term debt, less current portion 385,010 339,644 Deferred income taxes 154,001 133,518 Deferred consideration, less current portion 79,269 — Contingent consideration 84,682 16,329 Other long-term liabilities 25,338 21,723 Total liabilities 1,032,317 692,073 Commitments and contingencies (Note 12) Stockholders’ Equity: 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 as of December 31, 2022 and December 31, 2021, 62,063,014 and 59,548,504 shares issued and outstanding as of December 31, 2022 and December 31, 2021, respectively 62 59 Class B common stock, $ 0.001 par value, 50,000,000 shares authorized, 15,786,737 shares issued and outstanding as of December 31, 2022 and December 31, 2021 16 16 Additional paid-in capital 481,919 465,272 Accumulated deficit ( 165,306 ) ( 6,602 ) Accumulated other comprehensive (loss) income ( 110 ) 179 Total stockholders’ equity attributable to Bioventus Inc. 316,581 458,924 Noncontrolling interest 23,751 74,865 Total stockholders’ equity 340,332 533,789 Total liabilities and stockholders’ equity $ 1,372,649 $ 1,225,862 The accompanying notes are an integral part of these consolidated financial statements. 89 Table of Contents Bioventus Inc. Consolidated Statements of Changes in Stockholders’ and Members’ Equity Years Ended December 31, 2022, 2021 and 2020 (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 (loss) income Accumulated Deficit Non- controlling Interest Total Stockholders' and Members’ Equity 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 Issuance of Class A common stock for equity plans 2,514,510 3 — — 5,819 — — — 5,822 Net loss — — — — — — ( 158,704 ) ( 54,687 ) ( 213,391 ) Tax withholdings on equity compensation awards — — — — ( 3,352 ) — — — ( 3,352 ) Deconsolidation of noncontrolling interest — — — — — — — 247 247 Equity based compensation — — — — 14,180 — — 3,405 17,585 Other comprehensive loss — — — — — ( 289 ) — ( 79 ) ( 368 ) Balance at December 31, 2022 62,063,014 $ 62 15,786,737 $ 16 $ 481,919 $ ( 110 ) $ ( 165,306 ) $ 23,751 $ 340,332 The accompanying notes are an integral part of these consolidated financial statements . 90 Table of Contents Bioventus Inc. Consolidated Statements of Cash Flows Years Ended December 31, 2022, 2021 and 2020 (Amounts in thousands) 2022 2021 2020 Operating activities: Net (loss) income $ ( 213,391 ) $ 9,586 $ 14,722 Adjustments to reconcile net (loss) income to net cash from operating activities: Depreciation and amortization 66,803 34,875 28,643 Provision for expected credit losses 5,190 485 1,215 Equity-based compensation from 2021 Stock Incentive Plan 17,585 19,844 — Profits interest plan, liability-classified and other equity awards compensation — ( 24,356 ) 10,103 Change in fair value of contingent consideration 6,452 829 — Change in fair value of interest rate swap ( 6,396 ) ( 2,730 ) 1,599 Deferred income taxes ( 52,792 ) ( 9,756 ) 644 Change in fair value of Equity Participation Rights — ( 2,774 ) — Impairment of goodwill and asset impairment charges 199,482 — — Impairments related to variable interest entity — 7,043 — Loss on debt retirement and modification — 2,162 — Revaluation gain on previously held equity interest in CartiHeal ( 23,709 ) — ( 511 ) Unrealized loss (gain) on foreign currency fluctuations 1,383 472 ( 490 ) Other, net 388 588 966 Changes in operating assets and liabilities: Accounts receivable ( 18,022 ) ( 20,052 ) ( 3,941 ) Inventories ( 18,618 ) 3,183 ( 528 ) Accounts payable and accrued expenses 10,913 18,211 20,510 Other current and noncurrent assets and liabilities 11,195 ( 14,619 ) ( 733 ) Net cash from operating activities - continuing operations ( 13,537 ) 22,991 72,199 Net cash from operating activities - discontinued operations — — ( 400 ) Net cash from operating activities ( 13,537 ) 22,991 71,799 Investing activities: Acquisitions, net of cash acquired ( 104,841 ) ( 262,870 ) — Purchase of property and equipment ( 10,042 ) ( 7,370 ) ( 16,579 ) Investments and acquisition of distribution rights ( 1,478 ) ( 13,520 ) ( 4,093 ) Other ( 75 ) — — Net cash from investing activities - continuing operations ( 116,436 ) ( 283,760 ) ( 20,672 ) Net cash from investing activities - discontinued operations — — 172 Net cash from investing activities ( 116,436 ) ( 283,760 ) ( 20,500 ) Financing activities: Proceeds from issuance of Class A common stock sold in initial public offering, net of underwriting discounts and offering costs — 107,777 — Proceeds from issuance of Class A and B common stock 5,822 1,633 — Registration fees for Class A common stock to purchase Misonix — ( 1,838 ) — Tax withholdings on equity-based compensation ( 3,352 ) — — Borrowing on revolver 25,000 20,000 49,000 Payment on revolver ( 25,000 ) ( 20,000 ) ( 49,000 ) Proceeds from the issuance of long-term debt, net of issuance costs 79,659 257,453 — Payments on long-term debt ( 20,038 ) ( 91,250 ) ( 10,000 ) Distributions to members — ( 367 ) ( 19,886 ) Other, net ( 15 ) ( 37 ) 317 Net cash from financing activities 62,076 273,371 ( 29,569 ) Effect of exchange rate changes on cash 521 ( 228 ) 589 Net change in cash, cash equivalents and restricted cash ( 67,376 ) 12,374 22,319 Cash, cash equivalents and restricted cash at the beginning of the period 99,213 86,839 64,520 Cash, cash equivalents and restricted cash at the end of the period $ 31,837 $ 99,213 $ 86,839 Supplemental disclosure of noncash investing and financing activities Accrued liabilities for distribution rights $ — $ — $ 1,000 Accrued member distributions $ — $ 3,181 $ 31 Debt conversion $ — $ — $ 973 Accounts payable for purchase of property, plant and equipment $ 419 $ 695 $ 336 The accompanying notes are an integral part of these consolidated financial statements. 91 Table of Contents 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 1,120 employees at December 31, 2022. Initial Public Offering On February 16, 2021, the Company closed an IPO of 9,200,000 shares of Class A common stock at a public offering price of $ 13.00 per share, which includes 1,200,000 shares issued pursuant to the underwriters' over-allotment option. The Company received $ 111,228 in proceeds, net of underwriting discounts and commissions of $ 8,372 , which was used to purchase newly-issued membership interests from BV LLC at a price per interest equal to the IPO price of $ 13.00 . The Company also incurred offering expenses totaling $ 4,778 in addition to the underwriting discounts and commissions. Offering expenses of $ 1,327 were paid in 2020 and $ 3,451 were paid in 2021. The Company is the sole managing member of, has a majority economic interest in, has the sole voting interest in, and controls the management of BV LLC. As a result, the Company consolidates the financial results of BV LLC and reports a non-controlling interest for the interest not held by the Company. IPO Transactions In connection with the IPO, the Company completed the following transactions (“Transactions”). • Amended and restated the limited liability company agreement of BV LLC (“BV LLC Agreement”), to, among other things, (i) provide for a new single class of common membership interests in BV LLC (“LLC Interests”); (ii) exchange all of the existing membership interests in BV LLC (“Original BV LLC Owners”) for new LLC Interests; and (iii) appoint Bioventus Inc. as the sole managing member of BV LLC. Refer to Note 8. Stockholders’ equity for further information. • Amended and restated the Bioventus Inc. certificate of incorporation to, among other things, (i) provide for an increase in the authorized shares of Class A common stock; (ii) provide for Class B common stock with voting rights but no economic interest, which shares were issued to the Original BV LLC Owners on a one -for-one basis with the number of LLC Interests they owned; and (iii) provide for undesignated preferred stock. Refer to Note 8. Stockholders’ equity for further information. • Acquired, by merger, ten entities that were Original BV LLC Owners (“Former LLC Owners”), for which the Company issued 31,838,589 shares of Class A common stock as merger consideration (“IPO Mergers”). The only assets held by the Former LLC Owners were 31,838,589 LLC Interests and a corresponding number of shares of Class B common stock. Upon consummation of the IPO Mergers, the 31,838,589 shares of Class B common stock were canceled, and the Company recognized the 31,838,589 LLC Interests at carrying value, as the IPO Mergers are considered to be a recapitalization transaction. The financial statements for periods prior to the IPO and Transactions have been adjusted to combine the previously separate entities for presentation purposes. Prior to the Transactions, Bioventus Inc. had no operations. Interim periods The Company reports quarterly interim periods on a 13-week basis within a standard calendar year. Each annual reporting period begins on January 1 and ends on December 31. Each quarter ends on the Saturday closest to calendar quarter-end, with the exception of the fourth quarter, which ends on December 31. The 13-week quarterly periods for fiscal year 2022 ended on April 2, July 2 and October 1. Comparable periods for 2021 ended on April 3, July 3 and October 2. The fourth and first quarters may vary in length depending on the calendar year. 92 Table of Contents Consolidation The consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”). The consolidated financial statements include the Company, its subsidiaries and investments in which the Company has control. Amounts pertaining to the non-controlling ownership interests held by third-parties in the operating results and financial position of the Company’s controlled subsidiaries are reported as non-controlling interests. All intercompany balances and transactions have been eliminated in consolidation. Reclassifications Certain prior period amounts have been reclassified to conform to the current period presentation. These changes had no effect on previously reported total revenues, net (loss) income, other comprehensive (loss) income, members’ equity or cash flows. Unless otherwise noted, all financial information in the consolidated financial statement footnotes reflects the Company’s results from continuing operations. Segment reporting The Company identifies a business as an operating segment if: (i) it engages in business activities from which it may earn revenues and incur expenses; (ii) its operating results are regularly reviewed by the Chief Operating Decision Maker (CODM), to make decisions about resources to be allocated to the segment and assess its performance; and (iii) it has available discrete financial information. The Company’s CODM is its Chief Executive Officer. The CODM reviews financial information at the operating segment level to allocate resources and to assess the operating results and financial performance for each operating segment. The Company’s two reportable segments are U.S. and International. U.S. and International products are primarily sold to physicians spanning the orthopedic continuum, including sports medicine, total joint reconstruction, hand and upper extremities, foot and ankle, podiatric surgery, trauma, spine and neurosurgery, as well as directly to their patients. Refer to Note 13. Revenue recognition and Note 14. Segments for further information regarding the Company’s business segments. Use of estimates The preparation of financial statements in accordance with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and the disclosure of contingent assets and liabilities, at the date of the financial statements, as well as the reported amounts of revenues and expenses during the period. On an ongoing basis, management evaluates these estimates, including those related to contractual allowances and sales incentives, allowance for credit losses, inventory reserves, goodwill and intangible assets impairment, valuation of assets and liabilities assumed in acquisitions, useful lives of long lived assets, noncontrolling interest, fair value measurements, litigation and contingent liabilities, income taxes, and equity-based compensation. Management bases its estimates on historical experience, future expectations and other relevant assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from those estimates. COVID-19 On March 27, 2020, the Coronavirus Aid, Relief and Economic Security Act (“CARES Act”) was signed into law, which was aimed at providing emergency assistance and health care for individuals, families, and businesses affected by the COVID-19 pandemic and generally supporting the U.S. economy. The CARES Act, among other things, included provisions relating to refundable payroll tax credits, deferment of employer social security payments, NOL carryback periods, alternative minimum tax credit refunds, and modifications to the net interest deduction limitations. The CARES Act allowed the Company to defer employer social security payroll tax payments from May 2020 through December 31, 2020 totaling $ 1,889 . The Company repaid $ 1,440 in both December 2022 and 2021, including payments on deferred payroll tax balances acquired in business combinations. As a result of the CARES Act and at the direction of the U.S. Department of Health and Human Services (HHS), the Company received $ 4,101 in Provider Relief Fund Payments in 2020. The Company determined it complied with the conditions to be able to keep and use the funds to reimburse for health care related expenses and lost revenue attributable to the public health emergency resulting from COVID-19. The payments were recorded as other income on the consolidated statement of operations and comprehensive (loss) income for the year ended December 31, 2020. Going Concern The accompanying consolidated financial statements have been prepared under the going concern basis of accounting, which presumes that the Company’s liquidation is not imminent; however, certain conditions and events raise substantial doubt about the Company’s ability to continue as a going concern. 93 Table of Contents As of December 31, 2022, the Company was not in compliance with the maximum debt leverage requirement that was then applicable under the Credit and Guaranty Agreement, dated December 6, 2019 (as amended on October 29, 2021, July 11, 2022 and March 31, 2023, the “Amended 2019 Credit Agreement”). On March 31, 2023, the Company entered into an amendment to the Amended 2019 Credit Agreement to modify certain financial covenants and to avoid an event of default by waiving the noncompliance at December 31, 2022. For additional information regarding this amendment, see Note 5. Financial Instruments below. Although management has concluded that there is substantial doubt regarding the Company’s ability to continue as a going concern, this conclusion is based on analysis under applicable accounting principles. If the Company’s current operating projections are met, the Company believes that it should be able to meet its obligations as they come due within the twelve month period after the date the financial statements contained herein are issued. However, the Company has based this estimate on assumptions of revenues and operating costs that may prove to be wrong. Moreover, given the risks associated with employee turnover and retention of key talent, and the previously disclosed material weaknesses in internal controls over financial reporting, there is substantial risk that the Company might not meet its projections. If the Company does not meet its projections, there is substantial risk that the Company may not be able to meet its obligations as they come due within the twelve month period after the date the financial statements were issued. It is therefore probable that there is substantial doubt about the Company’s ability to continue as a going concern despite recent covenant relief from its lenders. In light of this, the Company is continuing to actively pursue plans to mitigate these conditions and events, including seeking covenant waivers or amendments from lenders, and other potential actions such as implementing various cost cutting measures and exploring divestiture opportunities for non-core assets; however, there can be no assurances that it is probable these measures will successfully mitigate these conditions and events. Therefore, these plans do not alleviate the substantial doubt about the Company’s ability to continue as a going concern. However, if mitigating steps are not taken or are not successful, the Company is at substantial risk of failing its covenants in the second quarter of 2024. A breach of a financial covenant under the Amended 2019 Credit Agreement could accelerate repayment of our obligations under the agreement. Refer to Note 5. Financial instruments for further discussion concerning the Company’s long-term debt obligations. As part of efforts to improve its financial condition, on February 27, 2023, the Company reached an agreement to return the assets and liabilities of CartiHeal (2009) Ltd. (“CartiHeal”), a wholly-owned subsidiary of the Company, to its former securityholders. The deconsolidation of CartiHeal relieved deferred consideration liabilities and milestone obligations related to the acquisition of CartiHeal. Refer to Note 4. Acquisitions and investments and Note 15. Subsequent events for further information regarding the acquisition and subsequent deconsolidation of CartiHeal. In addition, the Company announced a restructuring plan in December 2022 to align the Company’s organizational and management cost structure to improve profitability and cash flow. Refer to Item 8. Financial Statements and Supplementary Data—Notes to the Consolidated Financial Statements—Note 10. Restructuring costs for further information. 2. Significant accounting policies Recent accounting pronouncements The Company is an accelerated public company filer. Therefore, required effective dates for adopting new or revised accounting standards are generally earlier than when emerging growth companies are required to adopt. Variable Interest Entity The Company reviews each investment and collaboration agreement to determine if it has a variable interest in the entity. In assessing whether the Company has a variable interest in the entity as a whole, the Company considers and makes judgments regarding the purpose and design of entity, the value of the licensed assets to the entity, the value of the entity’s total assets and the significant activities of the entity. If the Company has a variable interest in the entity as a whole, the Company assesses whether or not the Company is a primary beneficiary of that variable interest entity (“VIE”), based on a number of factors, including: (i) which party has the power to direct the activities that most significantly affect the VIE’s economic performance, (ii) the parties’ contractual rights and responsibilities pursuant to the collaboration agreement, and (iii) which party has the obligation to absorb losses of or the right to receive benefits from the VIE that could be significant to the VIE. If the Company determines that it is the primary beneficiary of a VIE at the onset of the collaboration, the collaboration is treated as a business combination and the Company consolidates the financial statement of the VIE into the Company’s consolidated financial statements. On a quarterly basis, the Company evaluates whether it continues to be the primary beneficiary of the consolidated VIE. If the Company determines that it is no longer the primary beneficiary of a consolidated VIE, it deconsolidates the VIE in the period the determination is made. 94 Table of Contents Assets and liabilities recorded as a result of consolidating financial results of the VIE into the Company’s consolidated balance sheet do not represent additional assets that could be used to satisfy claims against the Company’s general assets or liabilities for which creditors have recourse to the Company’s general assets. Noncontrolling Interest The Company records noncontrolling interest on its consolidated balance sheet related to the economic interest in BV LLC held by the only continuing BV LLC owner as well as consolidated VIEs. The Company records loss attributable to noncontrolling interest on its consolidated statements of operations, which reflects the net loss for the reporting period, adjusted for changes in the noncontrolling interest holders claim to net assets, including contingent milestone and royalty payments, which are evaluated each reporting period. Deconsolidation and discontinued operations Upon the occurrence of certain events and on a regular basis, the Company evaluates whether it no longer has a controlling interest in its subsidiaries, including consolidated VIEs. If the Company determines it no longer has a controlling interest, the subsidiary is deconsolidated. The Company records a gain or loss on deconsolidation based on the difference on the deconsolidation date between (i) the aggregate of (a) the fair value of any consideration received, (b) the fair value of any retained noncontrolling investment in the former subsidiary and (c) the carrying amount of any noncontrolling interest in the subsidiary being deconsolidated, less (ii) the carrying amount of the former subsidiary’s assets and liabilities. The Company assesses whether a deconsolidation is required to be presented as discontinued operations in its consolidated financial statements on the deconsolidation date. This assessment is based on if the deconsolidation represents a strategic shift that has or will have a major effect on the Company’s operations or financial results. If the Company determines that a deconsolidation requires presentation as a discontinued operation on the deconsolidation date, it will present the former subsidiary as a discontinued operation for all periods presented. Effect of foreign currency The assets and liabilities of foreign subsidiaries whose functional currency is the local currency are translated into U.S. dollars at rates of exchange in effect at the close of their month end. Equity accounts are translated at their historical rates. Revenues and expenses are translated at the exchange rate on the transaction date. Translation gains and losses are accumulated within accumulated other comprehensive (loss) income as a separate component of equity. Foreign currency transaction gains and losses are included in other expense on the consolidated statements of operations and other comprehensive (loss) income. There were losses of $ 250 and $ 132 for the years ended December 31, 2022 and December 31, 2021, respectively, and gains of $ 117 for the year ended December 31, 2020. Comprehensive (Loss) Income Comprehensive (loss) income consists of two components: net (loss) income and other comprehensive (loss) income, which refers to gains and losses that are recorded under U.S. GAAP as an element of stockholders’ equity and are excluded from net (loss) income. The Company’s other comprehensive (loss) income consists of a defined benefit plan adjustment and foreign currency translation adjustments from those subsidiaries not using the U.S. dollar as their functional currency. Cash, cash equivalents and restricted cash Cash equivalents consist of highly liquid investments with an original maturity of three months or less at date of purchase. The Company’s cash is primarily held in financial institutions in the United States and the Netherlands. The Company maintains cash balances in the United States in excess of the federally insured limits. Restricted cash is cash the Company holds for specific reasons and is not available for immediate business use. Derivatives The Company has historically used derivative instruments to manage exposures to interest rates. Derivatives are recorded on the balance sheet at fair value at each balance sheet date and the Company does not designate whether the derivative instrument is an effective hedge. Changes in the fair values of derivative instruments are recognized in the consolidated statements of operations and comprehensive (loss) income. The Company had entered, and may in the future enter, into derivative contracts related to its debt. Refer to Note 5. Financial instruments for further details regarding the Company’s derivatives. 95 Table of Contents Fair value The Company records certain assets and liabilities at fair value. Refer to Note 6. Fair value measurements for details regarding assets and liabilities measured at fair value. Fair value is defined as the price that would be received from selling an asset or paid to transfer a liability in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants at the measurement date. A three-level fair value hierarchy that prioritizes the inputs used to measure fair value is described below. This hierarchy requires entities to maximize the use of observable inputs and minimize the use of unobservable inputs. Assets and liabilities are categorized based on the lowest level that is significant to the valuation. The three levels of inputs used to measure fair value are as follows: • Level 1—Quoted prices in active markets for identical assets or liabilities; • Level 2—Observable inputs other than quoted prices included within Level 1, such as quoted prices for similar assets and liabilities in active markets; quoted prices for identical or similar assets and liabilities in markets that are not active; or other inputs that are observable or can be corroborated by observable market data; and • Level 3—Unobservable inputs that are supported by little or no market data. This includes certain pricing models, discounted cash flow methodologies and similar techniques that use significant unobservable inputs. Revenue recognition Sale of Products The Company derives revenue primarily from product sales in its (i) Pain Treatments portfolio, which includes osteoarthritic (OA) joint pain treatments, which are hyaluronic acid (“HA”), viscosupplementation therapies and peripheral nerve stimulation products (ii) Surgical Solutions portfolio, which includes bone graft substitutes, tissue resection, ultrasonic bone cutting and sculpting systems and other surgical products, and (iii) Restorative Therapies portfolio, which includes minimally invasive fracture treatments, rehabilitation and wound products. The Company sells product directly to healthcare institutions, patients, distributors and dealers. The Company also enters arrangements with pharmacy and health benefit managers that provide for privately negotiated rebates, chargebacks and discounts with respect to the purchase of the Company’s products. The Company recognizes revenue generally at a point in time upon transfer of control of the promised product to customers in an amount that reflects the consideration it expects to receive in exchange for those products. The Company excludes taxes collected from customers and remitted to governmental authorities from revenues. Revenues are recorded at the transaction price, which is determined as the contracted price net of estimates of variable consideration resulting from discounts, rebates, returns, chargebacks, contractual allowances, estimated third-party payer settlements, and certain distribution and administration fees offered in customer contracts and other indirect customer contracts relating to the sale of products. The Company establishes reserves for the estimated variable consideration based on the amounts earned or eligible for claim on the related sales. Where appropriate, these estimates take into consideration a range of possible outcomes, which are probability-weighted for relevant factors such as the Company’s historical experience, current contractual requirements, specific known market events and trends, industry data and forecasted customer buying and payment patterns. The amount of variable consideration is included in the transaction price only to the extent that it is probable that a significant reversal in the amount of the cumulative revenue recognized will not occur in a future period. The Company regularly reviews all reserves and updates them at the end of each reporting period as needed. There were no significant adjustments arising from the change in estimates of variable consideration for the years ended December 31, 2022, 2021 and 2020. Pain Treatments Revenue from customers, such as healthcare providers, distribution centers or specialty pharmacies is recognized at the point in time when control is transferred to the customer, typically upon shipment. Distributor chargebacks The Company has preexisting contracts with established rates with many of the distributors’ customers that require the distributors to sell products at their established rate. The Company offers chargebacks to distributors who supply these customers with products. The Company reduces revenue at the time of sale for the estimated future chargebacks. The Company records chargeback reserves as a reduction of accounts receivable and bases the reserves on the expected value by using probability-weighted estimates of volume of purchases, inventory holdings and historical chargebacks requested for each distributor. 96 Table of Contents Discounts and gross-to-net deductions The Company offers retrospective discounts and gross-to-net deductions linked to the volume of purchases which may increase at negotiated thresholds within a contract-buying period. The Company reduces revenue and records the reserve as a reduction to accounts receivable for the estimated discount and rebate at the expected amount the customer will earn, based on historical buying trends and forecasted purchases. Surgical Solutions Most of the Company’s product sales related to bone graft substitutes are through consignment inventory with hospitals, where ownership remains with the Company until the hospital or ambulatory surgical center (“ASC”) performs a surgery and consumes the consigned inventory. The Company recognizes revenue when the surgery has been performed. Control of the product is not transferred until the customer consumes it, as the Company is able to require the return or transfer of the product to a third-party prior to the products use. An unconditional obligation to pay for the product does not exist until the customer uses it. The Company consistently recognizes revenue from sales of its ultrasonic products acquired through the Misonix acquisition in accordance with shipping terms. Control is transferred to the customer when the product is shipped or received, and revenue is recognized accordingly. Restorative Therapies The Company recognizes revenue from third-party payers, such as governmental agencies, insurance companies or managed care providers, when the Company transfers control to the patient, typically when the patient has accepted the product or upon delivery. The Company records this revenue at the contracted rate, net of contractual allowances and estimated third-party payer settlements at the time of sale, or an estimated price based on historical data and other available information for non-contracted payers. The Company estimates the contractual allowances using the portfolio approach and based on probability weighting historical data and collections history within those portfolios. The portfolios determined using the portfolio approach consist of the following customer groups: government payers, commercial payers, and patients. Settlements with third-party payers for retroactive revenue adjustments due to audits, reviews or investigations are considered variable consideration and are included in the determination of the estimated transaction price using the expected amount method. These settlements are estimated based on the terms of the payment agreement with the payer, correspondence from the payer and historical settlement activity, including an assessment to ensure that it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur when the uncertainty associated with the retroactive adjustment is subsequently resolved. Estimated settlements are adjusted in future periods as adjustments become known (that is, new information becomes available), or as years are settled or are no longer subject to such audits, reviews and investigations. The Company is not aware of any claims, disputes or unsettled matters with any payer that would materially affect revenues for which the Company has not adequately provided for or disclosed in the accompanying consolidated financial statements. Refer to Note 12. Commitments and contingencies for further information. The Company recognizes revenue from patients (self-pay and insured patients with coinsurance and deductible responsibilities) based on billed amounts giving effect to any discounts and implicit price concessions. Implicit price concessions represent differences between amounts billed and the amounts the Company expects to collect from patients, which considers historical collection experience and current market conditions. The Company recognizes revenue from other restorative therapies products generally at the point in time when control is transferred to the customer, either upon shipment or reaching the destination, depending on the product. Product returns The Company estimates the amount of returns and reduces revenue in the period the related product revenue is recognized. The Company records a liability for expected returns based on probability-weighted historical data. Accounts receivable, net Accounts receivable, net are amounts billed and currently due from customers. The Company records the amounts due net of allowance for credit losses. The Company maintains an estimated allowance for credit losses to provide for receivables the Company does not expect to collect. The Company bases the allowance on an assessment of customer creditworthiness, historical payment experience, the age of outstanding receivables and other information as applicable. Collection of the consideration that the Company expects to receive typically occurs within 30 to 90 days of billing. The Company applies the practical expedient for contracts with payment terms of one year or less which does not consider the effects of the time value of money. Occasionally, the Company enters into payment agreements with patients that allow payment terms beyond one year. In those cases, the financing component is not deemed significant to the contract. 97 Table of Contents Contract assets Contract assets consist of unbilled amounts resulting from estimated future royalties from an international distributor that exceeds the amount billed. Contract assets totaling $ 267 and $ 82 as of December 31, 2022 and 2021, respectively, are included in prepaid and other current assets on the consolidated balance sheets. Contract liabilities Contract liabilities consist of customer advance payments or deposits and deferred revenue. Occasionally for certain international customers, the Company requires payments in advance of shipping product and recognizing revenue resulting in contract liabilities. Contract liabilities were $ 2,895 and $ 2,399 as of December 31, 2022 and 2021, respectively, and are included in accrued liabilities on the consolidated balance sheets. Shipping and handling The Company classifies amounts billed for shipping and handling as a component of net sales. The related shipping and handling fees and costs as well as other distribution costs are included in cost of sales. The Company has elected to recognize shipping and handling activities that occur after control of the related product transfers to the customer as fulfillment costs and are included in cost of sales. Contract costs The Company applies the practical expedient of recognizing the incremental costs of obtaining contracts as an expense when incurred as the amortization period of the assets that the Company otherwise would have recognized is one year or less. These incremental costs include the Company’s sales incentive programs for the internal sales force and third-party sales agents as the compensation is commensurate with annual sales activities. These costs are included in selling, general and administrative expense on the consolidated statements of operations and comprehensive (loss) income. Inventory The Company values its inventory at the lower of cost or net realizable value and adjusts for the value of inventory that is estimated to be excess, obsolete or otherwise unmarketable. Cost is determined using the first-in, first-out method. Elements of cost in inventory include raw materials, direct labor, manufacturing overhead and inbound freight. The Company records allowances for excess and obsolete inventory based on historical and estimated future demand and market conditions. Inventory items used for demonstration purposes, rentals and consigned generators are classified as property and equipment. Business combinations Accounting for acquisitions requires the Company to recognize separately from goodwill assets acquired and the liabilities assumed at their acquisition date fair values. Goodwill as of the acquisition date is measured as the excess of consideration transferred over the net of the acquisition date fair values of the assets acquired and the liabilities assumed. While best estimates and assumptions are used to accurately value assets acquired and liabilities assumed at the acquisition date, as well as contingent consideration where applicable, estimates are inherently uncertain and subject to refinement. During the measurement period, which may be up to one year from the acquisition date, the Company may record adjustments to the assets acquired and liabilities assumed with a corresponding offset to goodwill. Upon the conclusion of the measurement period or final determination of the values of assets acquired or liabilities assumed, whichever comes first, any subsequent adjustments are recorded within the consolidated statements of operations and comprehensive (loss) income. Subsequent changes in the estimated fair value of contingent consideration are recognized in earnings in the period of change. Long-lived assets The carrying values of property, equipment, intangible assets as well as other long-lived and indefinite lived assets are reviewed for recoverability if the facts and circumstances suggest that a potential impairment may have occurred. If this review indicates that carrying values may not be recoverable, the Company will perform an assessment to determine if an impairment charge is required to reduce carrying values to estimated fair value. If quoted market prices are not available, the Company estimates fair value using an undiscounted value of estimated future cash flows. Upon retirement or sale of property and equipment, the cost of assets disposed of and the related accumulated depreciation and amortization are removed from the accounts, and any resulting gain or loss is included in income from operations. During the year ended December 31, 2021, the Company recognized an impairment of $ 5,674 on long lived assets related to a VIE of which $ 5,176 is attributable to the non-controlling interests, refer to Note 4. Acquisitions and investments for further information. Except for the impairment related to the VIE, there were no other events, facts or circumstances for the years ended December 31, 2022, 2021 and 2020 that resulted in any impairment charges to the Company’s property, equipment, intangible or other long-lived assets. 98 Table of Contents Property and equipment Property and equipment are stated at cost less accumulated depreciation and amortization. Depreciation and amortization expense are recognized using the straight-line method over the estimated useful life of each asset, or the shorter of the lease term or useful life if related to leasehold improvements. Depreciation of generators used with certain surgical solutions are consigned to customers and depreciation is charged to selling expenses. The useful lives in years are as follows: Computer software and hardware 3 - 5 Demonstration and consignment inventory 5 Furniture and fixtures 3 - 7 Leasehold improvements 3 - 7 Machinery and equipment 3 - 7 Intangible assets Finite-lived intangible assets were initially recorded at fair value upon acquisition and are amortized using the straight-line method over their estimated useful lives in years are as follows: Weighted Average Useful Life Intellectual property 18.1 Distribution rights 11.3 Customer relationships 12.0 Developed technology 9.7 Goodwill Goodwill is evaluated for impairment annually or more frequently if events or changes in circumstances indicate that goodwill might be impaired. The Company assesses goodwill impairment by applying a quantitative impairment analysis comparing the carrying value of the Company’s reporting units to their respective fair values. A goodwill impairment exists if the carrying value of the reporting unit exceeds its fair value. The Company has two reporting units and assesses impairment based upon qualitative factors and if necessary, quantitative factors. A reporting unit's fair value is determined using the income approach and discounted cash flow models by utilizing Level 3 inputs and assumptions such as future cash flows, discount rates, long-term growth rates, market value and income tax considerations. Specifically, the value of each reporting unit is determined on a stand-alone basis from the perspective of a market participant and represents the price estimated to be received in a sale of the reporting unit in an orderly transaction between market participants at the measurement date. The Company performs its annual goodwill impairment test on October 31. If the fair value of the reporting unit is less than its carrying value, the Company will recognize the difference as an impairment loss, which is limited to the amount of goodwill allocated to the reporting units. There were no goodwill impairment charges for the years ended December 31, 2021 and 2020. On November 8, 2022, due to a significant decline in the Company’s Class A common stock, circumstances became evident that a possible goodwill impairment existed as of the third quarter balance sheet date. The Company concluded that the carrying value of the U.S. reporting unit exceeded its fair value. The Company recorded a non-cash goodwill impairment charge within the U.S. reporting unit for the year ended December 31, 2022. The impairment was recorded within impairment of goodwill on the consolidated statements of operations and comprehensive (loss) income. Refer to Note 3. Balance sheet information for further details. Software development costs The Company capitalizes internal and external costs incurred to develop internal-use software during the application development stage for software design, configuration, coding and testing upon placing the asset in service and then amortizes these costs on a straight-line basis over the estimated useful life of the product, not to exceed three years . The Company does not capitalize costs that are precluded from capitalization in authoritative guidance, such as preliminary project phase costs, training costs or data conversion costs. Capitalized software costs totaled $ 31,041 and $ 20,706 as of December 31, 2022 and 2021 and the related accumulated amortization totaled $ 20,997 and $ 15,491 , respectively. Amortization expense was $ 4,449 , $ 2,227 and $ 1,184 for the years ended December 31, 2022, 2021 and 2020, respectively. 99 Table of Contents Acquired in-process research and development The fair value of in-process research and development (“IPR&D”) assets acquired in a business combination are capitalized and accounted for as indefinite-lived intangible assets and are not amortized until development is completed and the product is available for sale. Once the product is available for sale, the asset is transferred to developed technology and amortized over its estimated useful life. Impairment tests for IPR&D assets occur at least annually in December, or more frequently if events or changes in circumstances indicate that the asset might be impaired. If the fair value of the intangible assets is less than the carrying amount, an impairment loss is recognized for the difference. Equity method investments Investments in which the Company can exercise significant influence, but does not control, are recorded under the equity method of accounting and are included in investments and other assets on the consolidated balance sheets. The Company’s share of net earnings or losses is included in other (income) expense within the consolidated statements of operations and comprehensive (loss) income on a quarter lag. The Company evaluates investments for impairment whenever events or changes in circumstances indicate that the carrying amounts of such investments may be impaired. Impairment losses are recorded within earnings within the current period. Concentration of risk The Company provides credit, in the normal course of business, to its customers. The Company does not require collateral or other securities to support customer receivables. Credit losses are provided for through allowances and have historically been materially within management’s estimates. Certain suppliers provide the Company with product that results in a significant percentage of total sales for the years ended December 31 as follows: 2022 2021 2020 Supplier A 25 % 27 % 26 % Supplier B 15 % 15 % 15 % Supplier C 10 % 15 % 17 % Supplier D 7 % 8 % 10 % Accounts payable to these significant suppliers at December 31 were as follows: 2022 2021 Supplier A $ 8,583 $ 4,928 Supplier B $ 555 $ 200 Supplier C $ 2,673 $ 633 Supplier D $ 1,473 $ 1,476 Certain products provide the Company with a significant percentage of total sales for the years ended December 31 as follows: 2022 2021 2020 Product A 25 % 27 % 26 % Product B 14 % 20 % 27 % Product C 15 % 15 % 15 % Product D 10 % 15 % 17 % Product E 7 % 8 % 10 % Restructuring costs The Company has restructured portions of its operations and future restructuring activities are possible. Identifying and calculating the cost to exit these operations requires certain assumptions to be made, the most significant of which are anticipated future liabilities. Although estimates have been reasonably accurate in the past, significant judgment is required, and these estimates and assumptions may change as additional information becomes available and facts or circumstances change. Restructuring costs are recorded at estimated fair value. Key assumptions in determining the restructuring costs include negotiated terms and payments to terminate contractual obligations. 100 Table of Contents Equity-based compensation The Company measures compensation cost for all share-based payments at fair value and recognizes this cost as compensation expense over the vesting period. The Company uses the Black-Scholes method to value options and the market price on the date of grant to value restricted stock. The Company utilizes the straight-line amortization method to recognize the expense associated with the awards with graded vesting terms. Compensation expense is included in selling, general and administrative expense and Research and development expense on the consolidated statement of operations and comprehensive (loss) income based upon the classification of the employees who were granted the awards. Advertising costs Advertising costs include costs incurred to promote the Company’s business and are expensed as incurred and recorded as selling, general and administrative expense within the consolidated statement of operations and comprehensive (loss) income. Advertising costs were $ 5,203 , $ 3,873 and $ 2,769 for the years ended December 31, 2022, 2021 and 2020, respectively. Research and development expense Research and development expense consist primarily of employee compensation and related expenses as well as contract research organization services. Internal research and development costs are expensed as incurred. Research and development costs incurred by third-parties are expensed as the contracted work is performed. Collaborative agreements The Company periodically enters into strategic alliance agreements with counterparties to produce products and/or provide services to customers. Alliances created by such agreements are not legal entities, have no employees, no assets and have no true operations. These arrangements create contractual rights and the Company accounts for these alliances as a collaborative arrangement by reporting costs incurred from transactions within research and development expense within the consolidated statements of operations. Contingencies The Company records a liability in the consolidated financial statements on an undiscounted basis for loss contingencies when a loss is known or considered probable and the amount may be reasonably estimated. If the reasonable estimate of known or probable loss is a range, and no amount within the range is a better estimate than any other, the minimum amount of the range is accrued. If a loss is reasonably possible but not known or probable, and may be reasonably estimated, the estimated loss or range of loss is disclosed. Legal fees expected to be incurred in connection with a loss contingency are not included in the estimated loss contingency. The Company accrues for any legal costs as they are incurred. Income taxes The Company accounts for income taxes using the asset and liability method, under which deferred tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between the financial reporting and income tax basis of assets and liabilities, and for operating losses and credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates in effect for the years in which those items are expected to be realized. Tax law and rate changes are recorded in the period such changes are enacted. The Company establishes a valuation allowance when it is more likely than not that certain deferred tax assets will not be realized in the foreseeable future. The Company recognizes a tax benefit from any uncertain tax positions only if they are more likely than not to be sustained upon examination based on the technical merits of the position. The amount of the accrual for which an exposure exists is measured as the largest amount of benefit determined on a cumulative probability basis that the Company believes is more likely than not to be realized upon ultimate settlement of the position. Components of the reserve, if relevant, are classified as a current or noncurrent liability in the consolidated balance sheet based on when the Company expects each of the items to be settled. Interest and penalties related to unrecognized tax benefits are recognized as a component of income tax expense. Earnings per share Basic earnings per share is calculated using net income or loss attributable to Bioventus, Inc. Class A common stock holders, divided by the weighted-average Class A common stock outstanding. Diluted earnings per share is calculated using net income attributable to Bioventus, Inc. Class A common stock holders, divided by the weighted average Class A common stock outstanding adjusted for the effect of granted stock awards determined to be dilutive under the treasury stock method. 101 3. Balance sheet information Cash, cash equivalents and restricted cash A summary of cash and cash equivalents and restricted cash as of December 31 follows: 2022 2021 Cash and cash equivalents $ 31,814 $ 43,933 Restricted cash Current 23 5,280 Noncurrent — 50,000 $ 31,837 $ 99,213 As of December 31, 2021, current restricted cash consisted of an escrow deposit with a financial institution for the purpose of paying a Paycheck Protection Program loan acquired as part of a business combination. This loan was forgiven during the second quarter of 2022. As of December 31, 2021, noncurrent restricted cash consisted of an escrow deposit with a financial institution for the acquisition of CartiHeal (2009) Ltd. Refer to Note 4. Acquisitions and investment s for further information. Accounts receivable, net Accounts receivable, net are amounts billed and currently due from customers. The Company records the amounts due net of allowance for credit losses. Collection of the consideration that the Company expects to receive typically occurs within 30 to 90 days of billing. The Company applies the practical expedient for contracts with payment terms of one year or less which does not consider the effects of the time value of money. Occasionally, the Company enters into payment agreements with patients that allow payment terms beyond one year. In those cases, the financing component is not deemed significant to the contract. Accounts receivable, net of allowances, consisted of the following as of December 31: 2022 2021 Accounts receivable $ 143,667 $ 128,365 Less: Allowance for credit losses ( 7,022 ) ( 3,402 ) $ 136,645 $ 124,963 Due to the short-term nature of its receivables, the estimate of expected credit losses is based on aging of the account receivable balances. The allowance is adjusted on a specific identification basis for certain accounts as well as pooling of accounts with similar characteristics. The Company has a diverse customer base with no single customer representing ten percent or more of sales. The Company has one customer representing approximately 12.1 % of the accounts receivable balance as of December 31, 2022. There was no single customer representing ten percent of sales or accounts receivable for the year ended December 31, 2021. Historically, the Company’s reserves have been adequate to cover credit losses. Changes in credit losses were as follows for the years ended December 31: 2022 2021 Beginning balance $ ( 3,402 ) $ ( 3,990 ) Provision ( 5,190 ) ( 485 ) Write-offs 2,105 1,246 Recoveries ( 535 ) ( 173 ) Ending balance $ ( 7,022 ) $ ( 3,402 ) 102 Table of Contents Inventory Inventory consisted of the following as of December 31: 2022 2021 Raw materials and supplies $ 19,775 $ 12,213 Finished goods 67,484 50,805 Gross 87,259 63,018 Excess and obsolete reserves ( 1,851 ) ( 1,330 ) $ 85,408 $ 61,688 Changes in excess and obsolete reserves for inventory were as follows for the years ended December 31: 2022 2021 Beginning balance $ ( 1,330 ) $ ( 868 ) Provision for losses ( 2,088 ) ( 1,835 ) Write-offs 1,567 1,373 Ending balance $ ( 1,851 ) $ ( 1,330 ) Prepaid and other current assets Prepaid and other current assets consisted of the following as of December 31: 2022 2021 Prepaid taxes $ 4,442 $ 12,236 Prepaid and other current assets 14,243 15,003 $ 18,685 $ 27,239 Property and equipment, net Property and equipment consisted of the following as of December 31: 2022 2021 Computer equipment and software $ 33,447 $ 24,412 Demonstration and consignment inventory 12,807 10,453 Leasehold improvements 3,350 3,131 Furniture and fixtures 2,356 1,964 Machinery and equipment 2,754 2,722 Assets not yet placed in service 3,805 3,403 58,519 46,085 Less accumulated depreciation ( 30,872 ) ( 23,100 ) $ 27,647 $ 22,985 Depreciation expense was $ 5,766 , $ 3,204 and $ 2,106 for the years ended December 31, 2022, 2021 and 2020, respectively. 103 Table of Contents Goodwill Changes in the carrying amounts of goodwill by reportable segment during the years ended December 31, 2022 and December 31, 2021 are as follows: U.S. International Consolidated Balance at December 31, 2020 $ 41,040 $ 8,760 $ 49,800 Additions 97,823 — 97,823 Balance at December 31, 2021 $ 138,863 $ 8,760 $ 147,623 Additions 55,295 4,999 60,294 Deconsolidation of noncontrolling interest ( 494 ) — ( 494 ) Purchase accounting adjustments ( 4,467 ) — ( 4,467 ) Impairment of goodwill ( 189,197 ) — ( 189,197 ) Balance at December 31, 2022 $ — $ 13,759 $ 13,759 Additions during the year ended December 31, 2022 were the result of the acquisition of CartiHeal (2009) Ltd. and purchase accounting adjustments stem from changes in the preliminary fair values of assets acquired and liabilities assumed in previous and current acquisitions. Additions during the year ended December 31, 2021 resulted from the acquisitions of Misonix, Inc. and Bioness Inc. Refer to Note 4. Acquisitions and investments for further information. Due to the significant decline in the Company’s Class A common stock, the Company recorded a non-cash goodwill impairment charge of $ 189,197 within the United States reporting unit for the year ended December 31, 2022. The impairment was recorded within impairment of goodwill on the consolidated statements of operations and comprehensive (loss) income. There were no accumulated goodwill impairment losses as of December 31, 2021. Intangible assets, net Intangible assets consisted of the following as of December 31: 2022 2021 Intellectual property $ 1,200,249 $ 789,195 Distribution rights 61,325 60,700 Customer relationships 67,450 67,450 IPR&D 5,500 5,500 Developed technology and other 13,998 13,999 Total carrying amount 1,348,522 936,844 Less accumulated amortization: Intellectual property ( 199,094 ) ( 140,767 ) Distribution rights ( 44,319 ) ( 39,379 ) Customer relationships ( 58,842 ) ( 56,312 ) Developed technology and other ( 6,276 ) ( 5,031 ) Total accumulated amortization ( 308,531 ) ( 241,489 ) Intangible assets, net before currency translation 1,039,991 695,355 Currency translation ( 1,267 ) ( 162 ) $ 1,038,724 $ 695,193 There were $ 410,200 and $ 545,000 of intangible additions during the year ended December 31, 2022 and 2021, respectively, as a result of acquisitions. Refer to Note 4. Acquisitions and investments for further information. Amortization expense related to intangible assets was $ 67,042 , $ 35,480 and $ 27,565 for the years ended December 31, 2022, 2021 and 2020, respectively, of which $ 20,975 , $ 12,179 and $ 7,455 are included in ending inventory at December 31, 2022, 2021 and 2020, respectively. Estimated amortization expense for the years ended December 31, 2023 through 2027 is expected to be $ 78,987 , $ 77,919 , $ 75,185 , $ 72,057 and $ 71,171 , respectively. 104 Table of Contents Accrued liabilities Accrued liabilities consisted of the following as of December 31: 2022 2021 Gross-to-net deductions $ 71,227 $ 67,945 Bonus and commission 9,179 23,342 Compensation and benefits 11,428 10,665 Income and other taxes 2,572 8,139 Other liabilities 17,548 21,382 $ 111,954 $ 131,473 4. Acquisitions and investments CartiHeal (2009) Ltd. On July 12, 2022, the Company completed the acquisition of 100 % of the remaining shares in CartiHeal, a privately held company headquartered in Israel and the developer of the proprietary Agili-C implant for the treatment of joint surface lesions in traumatic and osteoarthritic joints. The Company previously held an equity interest in CartiHeal’s fully diluted shares with a carrying value of $ 15,768 and $ 16,771 as of July 12, 2022 and December 31, 2021, respectively. Net equity losses associated with CartiHeal for the years ended December 31, 2022, 2021 and 2020 totaled $ 1,003 , $ 1,868 and $ 467 , respectively, which are included in other (income) expense on the consolidated statements of operations and comprehensive (loss) income. The Company acquired CartiHeal (the “CartiHeal Acquisition”) for an aggregate purchase price of approximately $ 315,000 and an additional $ 135,000 , becoming payable after closing upon the achievement of a certain sales milestone (“Sales Milestone”, or “CartiHeal Contingent Consideration”). The Company paid $ 100,000 of the aggregate purchase price upon closing consisting of a $ 50,000 deposit held in trust and $ 50,000 from a financing arrangement (Refer to Note 5. Financial instruments for further information regarding financing arrangements). The Company also paid approximately $ 8,622 of CartiHeal’s transaction-related fees and expenses and deferred $ 215,000 (“Deferred Amount”) of the aggregate purchase price otherwise due at closing. The Deferred Amount will be paid in five tranches commencing in 2023 and ending no later than 2027 as follows: • $ 50,000 due upon the earliest to occur — the publication in a peer-reviewed orthopedic journal of an article that presents the results of the pivotal clinical trial (“First Paper Milestone”) or July 1, 2023; • $ 50,000 due upon the earliest to occur — the implantation of Agili-C devices in 100 patients in the United States or September 1, 2023; • $ 25,000 due upon the earliest to occur — the publication in a peer-reviewed orthopedic journal of an article that presents any new or additional clinical data subsequent to the First Paper Milestone with respect to Agili-C (“Second Paper Milestone”) or January 1, 2025; • $ 25,000 due upon the earliest to occur — the publication in a peer-reviewed orthopedic journal of an article that presents any new or additional clinical data subsequent to the First and Second Paper Milestone with respect to Agili-C or January 1, 2026; and • $ 65,000 due upon the earliest to occur — obtaining a U.S. Category 1 Current Procedural Terminology (“CPT”) code from Centers for Medicare and Medicaid Services (“CMS”) for Agili-C or January 1, 2027. Pursuant to the CartiHeal Amendment (as defined below), the Company will pay interest on each tranche of the Deferred Amount at a rate of 8.0 % annually, until such tranche is paid. The Sales Milestone will be payable upon the achievement of $ 75,000 in trailing twelve month sales pursuant to the CartiHeal Amendment. The Company had entered into an Option and Equity Purchase Agreement with CartiHeal (“Option Agreement”) in January 2020 and subsequent amendment in June 2022 (“CartiHeal Amendment”). The Option Agreement provided the Company with an exclusive option to acquire 100 % of CartiHeal’s shares (“Call Option”), and provided CartiHeal with a put option that would require the Company to purchase 100 % of CartiHeal’s shares under certain conditions. In August 2021, CartiHeal achieved pivotal clinical trial success, as defined in the Option Agreement, for the Agili-C implant. In order to preserve the Company’s Call Option, in accordance with the Option Agreement and upon approval of the Company’s Board of Directors (“BOD”), the Company deposited $ 50,000 into escrow in August 2021 for the potential acquisition of CartiHeal, which was included in restricted cash on the consolidated balance sheets at December 31, 2021. 105 Table of Contents The First Paper Milestone under the Option Agreement occurred on February 13, 2023, triggering the Company to make the first payment of the Deferred Amount, plus applicable interest. On February 27, 2023, the Company entered into a settlement agreement (the “Settlement Agreement”) with Elron Ventures Ltd. as representative of CartiHeal’s selling securityholders under the Option Agreement. Upon execution of the Settlement Agreement, the Company transferred 100 % of its shares in CartiHeal to a trustee for the benefit of CartiHeal’s selling securityholders. Refer to Note 15. Subsequent events for further information regarding the Settlement Agreement. The fair value of consideration for the CartiHeal Acquisition is comprised of the following: Cash consideration $ 100,000 Transaction related costs 8,622 Subtotal of cash at closing 108,622 Deferred Amount 183,400 Sales Milestone 61,901 Fair value of previously held equity interest (a) 39,477 Total consideration $ 393,400 (a) Remeasurement of the Company’s equity method investment in CartiHeal, net of equity losses as a result of the purchase. The remeasurement included a gain of $ 23,709 calculated as the difference between the fair value and the carrying value of the Company’s investment in CartiHeal at the acquisition date and was recognized in other income for the year ended December 31, 2022 on the consolidated statements of operations and comprehensive (loss) income. The fair value was based upon: (i) the consideration transferred to members owning 89.97 % of CartiHeal’s fully diluted shares; (ii) calculating the value of CartiHeal’s fully diluted shares based upon the transferred consideration; and (iii) applying the calculated value to the Company’s 10.03 % ownership in CartiHeal’s fully diluted shares at the acquisition date. The Company accounted for the CartiHeal Acquisition using the acquisition method of accounting whereby the total purchase price was preliminary allocated to tangible and intangible assets acquired and liabilities assumed based on respective fair values. The following table summarizes the preliminary fair values of the assets acquired and liabilities assumed at the acquisition date: Fair value of consideration $ 393,400 Assets acquired and liabilities assumed: Cash and cash equivalents and restricted cash 3,781 Inventory 642 Prepaid and other current assets 552 Property and equipment 259 Intangibles 410,200 Investment and other assets 727 Accounts payable ( 18 ) Accrued liabilities ( 459 ) Other current liabilities ( 171 ) Deferred income taxes ( 79,863 ) Other liabilities ( 2,544 ) Net assets acquired 333,106 Resulting goodwill $ 60,294 As of December 31, 2022, the purchase price allocation for the CartiHeal Acquisition was preliminary in nature and subject to completion. Adjustments to the current fair value estimates in the above table may occur as the process conducted for various valuations and assessments is finalized, including intangible assets, tax liabilities and other working capital accounts. Nearly 100% of the goodwill represents estimated future economic benefits arising from other assets acquired that could not be individually identified and separately recognized and is attributable to expected revenue growth in new markets. The goodwill is not expected to be deductible for tax purposes and $ 55,295 and $ 4,999 was allocated to the U.S. and International reporting units, respectively. The Company incurred $ 4,436 in acquisition costs related to CartiHeal during the year ended December 31, 2022. 106 Table of Contents CartiHeal’s intangibles consists of the following: Useful Life Fair Value Intellectual property - US segment 20 years $ 351,500 Intellectual property - International segment 8 years 58,700 $ 410,200 The estimated fair value of the acquired CartiHeal intangibles was determined using an income approach, a valuation technique that estimates the fair value of an asset based on market participant expectations of the cash flows that an asset would generate over its remaining useful life. The determination of the useful lives was based upon consideration of market participant assumptions and transaction specific factors. Misonix, Inc. On October 29, 2021, in order to broaden its portfolio, the Company acquired 100 % of the capital stock of Misonix, Inc. (“Misonix”) in a cash-and-stock transaction (the “Misonix Acquisition”). Misonix manufactures minimally invasive surgical ultrasonic medical devices used for precise bone sculpting, removal of soft and hard tumors and tissue debridement, primarily in the areas of neurosurgery, orthopedic surgery, plastic surgery, wound care and maxillo-facial surgery. Misonix also exclusively distributes skin allografts and wound care products used to support healing of wounds. The fair value of the consideration for the Misonix Acquisition comprised the following: Common Shares Price per Share (a) Amount Cash $ 182,988 Bioventus Class A shares 18,340,790 $ 14.97 274,562 Value of Misonix options settled in Bioventus options 27,636 Merger consideration 485,186 Other cash consideration 40,130 Total Misonix consideration $ 525,316 (a) Closing price of the Company’s Class A common stock as of October 28, 2021. The Company accounted for the Misonix Acquisition using the acquisition method of accounting whereby the total purchase price was allocated to tangible and intangible assets acquired and liabilities assumed based on respective fair values. The following table summarizes the fair values of the assets acquired and liabilities assumed at the acquisition date: Fair value of consideration $ 525,316 Assets acquired and liabilities assumed: Cash and cash equivalents 7,126 Accounts receivable 13,301 Inventory 23,428 Prepaid and other current assets 419 Property and equipment, net 10,280 Intangible assets 486,500 Operating lease assets 1,049 Deferred tax assets 6,448 Other assets 77 Accounts payable and accrued liabilities ( 16,888 ) Other current liabilities ( 589 ) Deferred income taxes ( 94,012 ) Other liabilities ( 1,351 ) Net assets acquired 435,788 Resulting goodwill $ 89,528 107 Table of Contents Nearly 100% of the goodwill represents the estimated future economic benefits arising from other assets acquired that could not be individually identified and separately recognized. The factors contributing to the recognition of goodwill are based on several strategic and synergistic benefits that are expected to be realized from the Misonix Acquisition. The goodwill is not tax deductible and was allocated to the U.S. reporting unit for purposes of the evaluation for any future goodwill impairment. Changes in the preliminary purchase price allocation during the six months ended July 2, 2022 related to a deferred tax asset recognition of $ 6,448 and a reduction in inventory and property and equipment, net of $ 1,292 and $ 291 , respectively. The following table summarizes the fair values of identifiable intangible assets and their useful lives: Useful Life (in years) Fair Value Intellectual property 15 - 20 years $ 477,000 Customer relationships 12 years 9,500 $ 486,500 The fair value of the Misonix intellectual property was determined using a variation of the income approach or the multi-period excess earnings method, with projected earnings discounted at a rate of 12.0 %. The fair value of the customer relationship asset was determined using the income approach or the profit-split method, with projected cash flow discounted at a rate of 12.0 %. The determination of the useful lives was based upon consideration of market participant assumptions and transaction specific factors. Bioness, Inc. On March 30, 2021, the Company acquired 100 % of the capital stock of Bioness, Inc. (the “Bioness Acquisition”) for $ 48,933 in cash and future contingent consideration payments. Bioness, Inc. (“Bioness”) is a global leader in neuromodulation and advanced rehabilitation medical devices through its innovative peripheral nerve stimulation therapy and premium advanced rehabilitation solutions. Contingent consideration related to the Bioness Acquisition (“Bioness Contingent Consideration”) is comprised of future earn-out payments contingent upon the achievement of certain research and development projects as well as sales milestones related to Bioness products. The Bioness Acquisition Agreement includes maximum earn-out payments of $ 65,000 as follows: • $ 15,000 for obtaining FDA approval for U.S. commercial distribution of a certain product for certain indications on or before June 30, 2022; • $ 20,000 for meeting net sales targets for certain implantable products over a three year period ending on June 30, 2025 at the latest; • Up to $ 10,000 for meeting net sales milestones for certain implantable products over a three year period ending on June 30, 2025 at the latest; and • $ 20,000 for maintaining Centers for Medicare & Medicaid Services coverage and reimbursement for certain products at specified levels as of December 31, 2024. In December 2021, it became clear that the $ 15,000 FDA approval milestone would not be met, and therefore, it was assigned no value and was recorded as a measurement period adjustment. The maximum contingent earn-out payment decreased to $ 50,000 as a result. Consolidated Pro Forma Results The results of operations of Bioness, acquired March 30, 2021, Misonix, acquired October 29, 2021 and CartiHeal, acquired July 12, 2022, have been included in the accompanying consolidated financial statements since their respective acquisition dates. Net losses of CartiHeal included during the year ended December 31, 2022 since its acquisition date were $ 69,441 . There are no net sales attributable to CartiHeal for the year ended December 31, 2022. Revenue and earnings for the operations of Bioness, Misonix and CartiHeal as if the companies were acquired on January 1, 2021, are as follows for the years ended December 31: 2022 2021 (unaudited) (unaudited) Net sales $ 512,117 $ 504,619 Net loss $ ( 201,790 ) $ ( 88,251 ) 108 Table of Contents The historical consolidated financial information of the Company, Misonix, Bioness and CartiHeal have been adjusted in the pro forma information to give effect to pro forma events that are (1) directly attributable to the Misonix, Bioness and CartiHeal acquisitions, (2) factually supportable and (3) expected to have a continuing impact on the combined results. The unaudited pro forma results include adjustments to reflect the inventory step-up amortization, the incremental intangible asset amortization to be incurred based on the valuations of the assets acquired, transaction costs that would have been incurred in the prior period, vesting of equity-based compensation that was accelerated due to the Misonix Acquisition, adjustments to financing costs to reflect the new capital structure as well as the income tax effect and the noncontrolling interest impact of these adjustments. These pro forma amounts are not necessarily indicative of the results that would have been obtained if the acquisitions had occurred prior to the beginning of the period presented or that may occur in the future, and do not reflect future synergies, integration costs, or other such costs or savings. Investments VIE The Company had a fully diluted 8.8 % ownership of Harbor Medtech Inc.’s (“Harbor”) Series C Preferred Stock and an exclusive Collaboration Agreement with Harbor, which resulted in the consolidation of Harbor. The Company terminated the Collaboration Agreement on June 8, 2021, which resulted in the deconsolidation of Harbor and the recognition of a $ 5,674 impairment of Harbor’s long-lived assets. The impairment was recorded within impairment of variable entity assets for the year ended December 31, 2021 in the consolidated statements of operations and comprehensive (loss) income, of which $ 5,176 was attributable to the non-controlling interest. An additional impairment of $ 1,369 , representing the Company’s remaining investment balance in Harbor, was recorded within other (income) expense for the year ended December 31, 2021 in the consolidated statements of operations and comprehensive (loss) income. The Company continues to have license rights to certain technology obtained from Harbor and is continuing product development initiated under the Collaboration Agreement. Other On August 23, 2021, the Company purchased shares of Trice Medical, Inc.’s (“Trice”) Series D Preferred Stock for $ 10,000 , representing a 8.4 % ownership interest of its fully diluted shares. Trice is a privately held company that develops and commercializes minimally invasive technologies for sports medicine and orthopedic surgical procedures and it did not have a readily determinable fair value. The investment in Trice was recorded at cost, less any impairment, plus or minus any changes resulting from observable price changes in orderly transactions for an identical or similar investment of the same issuer. In December 2022, the Company recognized an impairment of $ 10,285 representing its entire ownership interest due to Trice’s liquidity situation. The impairment was recorded within other (income) expense on the consolidated statements of operations and comprehensive (loss) income for the year ended December 31, 2022. 5. Financial instruments Long-term debt consisted of the following as of December 31: 2022 2021 Amended Term Loan due October 2026 ( 7.69 % at December 31, 2022) $ 420,712 $ 360,750 Less: Current portion of long-term debt ( 33,056 ) ( 18,038 ) Unamortized debt issuance cost ( 1,338 ) ( 1,687 ) Unamortized discount ( 1,308 ) ( 1,381 ) $ 385,010 $ 339,644 Amended Term Loan On December 6, 2019, the Company entered into an Amended 2019 Credit Agreement that was originally comprised of a $ 200,000 term loan (“Original Term Loan”) and a $ 50,000 revolving facility (the “Revolver”). The Company amended the 2019 Credit Agreement on October 29, 2021 in connection with the Misonix Acquisition in which the Company prepaid $ 80,000 on the Original Term Loan. The 2019 Credit Agreement, as amended, subsequent to the prepayment, was comprised of a $ 360,750 term loan (“Term Loan”) and the Revolver. On July 11, 2022, the Company further amended the 2019 Credit Agreement, as amended on October 29, 2021 (the “Amended 2019 Credit Agreement”), in conjunction with the CartiHeal Acquisition. Pursuant to the Amended 2019 Credit Agreement, an $ 80,000 term loan facility (the “July 2022 Term Loan” and, together with the Term Loan, the “Term Loan Facilities”) was extended to the Company to be used for: (i) the financing of the CartiHeal Acquisition; (ii) the payment of related fees and expenses; (iii) repayment of the draws made on the Revolver during 2022 totaling $ 25,000 ; and (iv) working capital needs and general corporate purposes of the Company, including without limitation for permitted acquisitions. 109 Table of Contents The Company was not in compliance with certain financial covenants as of December 31, 2022. As a result, on March 31, 2023 (the “Closing Date”), the Company entered into another amendment to the Amended 2019 Credit Agreement to, among other things, modify certain financial covenants, waive the noncompliance at December 31, 2022, and to modify interest rates applicable to borrowings under the agreement, as described below. The Term Loan Facilities will mature on October 29, 2026 (“Maturity”). The Revolver will mature on October 29, 2025. SOFR loans and base rate loans had a margin of 3.25 % and 2.25 %, respectively, subsequent to July 11, 2022 and prior to the Closing Date. As of the Closing Date, SOFR loans and base rate loans had a margin of 4.25 % and 3.25 %, respectively. All obligations under the Amended 2019 Credit Agreement are guaranteed by the Company and certain wholly owned subsidiaries where substantially all the assets of the Company collateralize the obligations. The Amended 2019 Credit Agreement contains customary affirmative and negative covenants, including those related to financial reporting and notification, restrictions on the declaration or payment of certain distributions on or in respect of Bioventus LLC’s equity interests, restrictions on acquisitions, investments and certain other payments, limitations on the incurrence of new indebtedness, limitations on transfers, sales and other dispositions of assets of Bioventus LLC and its subsidiaries, as well as limitations on making changes to the business and organizational documents of Bioventus LLC and its subsidiaries. Financial covenant requirements include (i) a maximum debt leverage ratio of not greater than 6.84 to 1.00 for the testing period ending March 31, 2023, 6.50 to 1.00 for the testing period ending June 30, 2023, 7.26 to 1.00 for the testing period ending September 30, 2023, 5.64 for the testing period ending December 31, 2023, 5.65 to 1.00 for the testing period ending March 31, 2024, 4.25 for the testing period ending June 30, 2024, 4.25 to 1.00 for the testing period ending September 30, 2024, and 4.00 to 1.00 for the testing period ending December 31, 2024 and each testing period thereafter, and, beginning with the testing period ending December 31, 2024, to be subject to a temporary increase to 4.50 to 1.00 upon certain events, and (ii) an interest coverage ratio not less than 2.25 to 1.00 for the testing period ending March 31, 2023, 2.21 to 1.00 for the testing period ending June 30, 2023, 1.70 to 1.00 for the testing period ending September 30, 2023, 1.98 to 1.00 for the testing period ending December 31, 2023, 2.25 to 1.00 for the testing period ending March 31, 2024, 2.25 to 1.00 for the testing period ending June 30, 2024, 2.25 to 1.00 for the testing period ending September 30, 2024 and 3.00 to 1.00 for the testing period ending December 31, 2024 and each testing period thereafter. In addition, during the period commencing on the Closing Date and ending upon the satisfaction of certain conditions occurring not prior to the delivery of financial statements of the Company for the fiscal quarter ending June 30, 2024, the Company will be subject to certain additional requirements and covenants, including a requirement to maintain Liquidity (as defined in the Amended 2019 Credit Agreement) of not less than $ 10,000 as of the end of each calendar month during such period. July 2022 Term Loan had an original issue discount of $ 240 and deferred financing costs of $ 101 . No financing or deferred costs were expensed and there was no loss on debt refinancing and modification as a result of the July 2022 amendment. The Company paid financing costs of $ 3,318 as a result of the October 2021 amendment, of which $ 1,421 was capitalized to the consolidated balance sheets and $ 1,897 was recorded in selling, general and administrative expenses during the year ended December 31, 2021 within the consolidated statements of operations and comprehensive (loss) income. Due to the change in participating lenders, an additional $ 269 in deferred costs was recorded in interest expense for the year ended December 31, 2021. Loss on debt refinancing and modification totaled $ 2,162 for the year ended December 31, 2021. Capitalized deferred fees from the October 2021 amendment totaled $ 3,174 and $ 893 for the Term Loan and the Revolver, respectively. As of December 31, 2022, $ 418,066 was outstanding on the Term Loan Facilities, net of original issue discount of $ 1,308 and deferred financing costs of $ 1,338 . Capitalized deferred fees are amortized to interest expense on a straight-line basis over the term of the Term Loan Facilities, which approximates the effective interest method. The Company recorded $ 853 , $ 588 and $ 543 for deferred cost amortization in interest expense for the years ended December 31, 2022, 2021 and 2020, respectively. Scheduled quarterly principal payments of the Term Loan Facilities, which commenced on September 30, 2022, totaled $ 8,264 for the years 2023 and 2024 and $ 11,019 for the years 2025 and 2026 with a final payment of $ 277,467 at Maturity. Contractual maturities of long term debt for the next four years are as follows: 2023—$ 33,056 , 2024—$ 33,056 , 2025—$ 44,075 and 2026—$ 310,525 , respectively. The Company may voluntarily prepay the Term Loan Facilities without premium or penalty upon prior notice. The Company may be required to make additional principal payments on the Term Loan Facilities dependent upon certain events as defined in the Amended 2019 Credit Agreement. These additional prepayments will be applied to the scheduled installments of principal in direct order of maturity of first the Base Rate (BR) portions of the Term Loan Facilities and then the Eurodollar portions. The estimated fair value of the Term Loan Facilities under the Amended 2019 Credit Agreement as of December 31, 2022 was $ 410,195 . The fair value of these obligations was determined based on the midpoint of the Bloomberg Valuation (BVAL), as of December 31, 2022. This is classified as a Level 2 instruments within the fair value hierarchy. 110 Table of Contents Revolver The Revolver is a five-year revolving credit facility that includes revolving and swingline loans as well as letters of credit (“LOC”) and, inclusive of all, cannot exceed $ 50,000 at any one time. LOCs are available in an amount not to exceed $ 7,500 . Revolving loans are due at the earlier of termination or Maturity. Swingline loans are available as BR interest rate option loans only and must be outstanding for at least five days. Swingline loans are due the fifteenth or last day of a calendar month or Maturity whichever is earlier. As of December 31, 2022, the Company had one nominal LOC outstanding leaving approximately $ 50,000 available. The Revolver had no outstanding borrowings as of December 31, 2022 and 2021. Interest The Term Loan Facilities and Revolver permits the Company to elect either the secured overnight financial rate (SOFR) or base interest rate (“BR”) options for the entire amount or certain portions of the loans. Both the SOFR and BR options have interest rates equal to a formula driven base interest rate plus a margin, tied to a leverage ratio. The leverage ratio is the ratio of debt to consolidated EBITDA as defined in the Amended 2019 Credit Agreement. BR portions of the Term Loan Facilities have interest due the last day of each calendar quarter-end. Pursuant to the March 2023 amendment to the Amended 2019 Credit Agreement, the margin at each applicable leverage ratio will be increased by 1.00 % per annum. SOFR portions of the Term Loan Facilities have one, three or six-month interest reset periods and interest is due on the last day of each three-month period or the last day of the loan term if less than three months. Pricing grids are used to determine the applicable loan margins based on the type of loan and the leverage ratio. The loan margin is adjusted after the quarterly financial statements are delivered to the lenders in accordance with the below pricing grid, which reflects the margins in effect following the March 2023 amendment to the Amended 2019 Credit Agreement: Leverage ratio SOFR BR > 4.00 to 1.00 4.25 % 3.25 % ≥ 3.50 to 1.00 and < 4.00 to 1.00 3.75 % 2.75 % ≥ 3.00 to 1.00 and < 3.50 to 1.00 3.25 % 2.25 % ≥ 2.50 to 1.00 and < 3.00 to 1.00 3.00 % 2.00 % < 2.50 to 1.00 2.75 % 1.75 % The Revolver includes a commitment fee at 0.30 % of the average daily amount of the available revolving commitment, assuming any swingline loans outstanding are zero. There were no swingline loans outstanding as of December 31, 2022. The fee is payable quarterly in arrears on the last day of the calendar quarters and at Maturity. The commitment fee rate is adjusted after the quarterly financial statements are delivered to lenders based on the below pricing grid, which remained unchanged following the March 2023 amendment to the Amended 2019 Credit Agreement: Leverage ratio Commitment Fee Rate ≥ 2.50 to 1.00 0.30 % < 2.50 to 1.00 0.20 % Fees are charged on all outstanding LOCs at an annual rate equal to the margin in effect on Eurodollar revolving loans. A funding fee of 0.125 % per year on the undrawn and unexpired amount of each LOC is payable as well. The fees are payable quarterly in arrears on the last day of the calendar quarters. The Company’s effective weighted average interest rate was 7.72 % for all outstanding debt as of December 31, 2022. Cash paid for interest totaled $ 18,043 , $ 5,837 and $ 7,486 for the December 31, 2022, 2021 and 2020, respectively. Interest rate swap The Company historically entered into interest rate swap agreements to limit its exposure to changes in the variable interest rate on its long-term debt. The Company had one non-designated interest rate swap agreement that was terminated on October 28, 2022 and subsequently received $ 7,738 upon its termination. The swap was carried at fair value on the balance sheet (Refer to Note 6. Fair value measurements ) with changes in fair value recorded as interest income or expense within the consolidated statements of operations and comprehensive (loss) income. Net interest income of $ 6,396 , $ 2,730 and expense of $ 1,599 was recorded related to the change in fair value of the interest rate swap for the years ended December 31, 2022, 2021 and 2020, respectively. 111 6. Fair value measurements There were no assets measured at fair value on a recurring basis and there were no liabilities valued at fair value using Level 1 inputs at December 31, 2022 and 2021. The following table provides information for assets and liabilities measured at fair value on a recurring basis using Level 2 and Level 3 inputs: December 31, 2022 December 31, 2021 Total Level 2 Level 3 Total Level 2 Level 3 Assets: Interest rate swap $ — $ — $ — $ 1,128 $ 1,128 $ — Liabilities: Deferred Amount - Current $ 117,615 $ — $ 117,615 $ — $ — $ — Deferred Amount - Long Term 79,269 — 79,269 — — — CartiHeal Contingent Consideration 67,251 — 67,251 — — — Bioness Contingent Consideration 17,431 — 17,431 16,329 — 16,329 Total liabilities: $ 281,566 $ — $ 281,566 $ 16,329 $ — $ 16,329 Interest rate swap The Company values interest rate swaps using discounted cash flows. Forward curves and volatility levels are used to estimate future cash flows that are not certain. These are determined using observable market inputs when available and based on estimates when not available. The fair value of the swap was recorded in the Company’s consolidated balance sheets within prepaid and other current assets . Changes in fair value are recognized as interest income or expense within the consolidated statements of operations and comprehensive (loss) income. Deferred Amount The Deferred Amount resulting from the CartiHeal Acquisition was calculated based on the total amount payable on each due date for the five payment tranches including applicable interest as described in Note 4. Acquisitions and investments . As previously discussed, the Company reached a settlement Agreement with the Former Securityholders. Pursuant to the Settlement Agreement, the Company was relieved of the obligations under the Deferred Amount. Refer to Note 15. Subsequent events for further information. Bioness & CartiHeal contingent consideration The Company initially values contingent consideration related to business combinations using a probability-weighted calculation of potential payment scenarios discounted at rates reflective of the risks associated with the expected future cash flows for certain milestones. For other milestones, the Company used a variation of the income approach where revenue was simulated in a risk-neutral framework using Geometric Brownian Motion, a stock price behavior model. Key assumptions used to estimate the fair value of contingent consideration include projected financial information, market data and the probability and timing of achieving the specific targets as discussed in Note 4. Acquisitions and investment s. After the initial valuation, the Company generally uses its best estimate to measure contingent consideration at each subsequent reporting period using unobservable Level 3 inputs. As previously discussed, the Company reached a settlement agreement with CartiHeal’s selling securityholders. As a result of the settlement agreement, the Company was relieved of the CartiHeal Contingent Consideration obligations. Refer to Note 15. Subsequent events for further information. Unobservable inputs A summary of unobservable Level 3 inputs utilized for the above liabilities are as follows: Valuation Technique Unobservable inputs Range CartiHeal Deferred Amount Discounted cash flow Payment discount rate 14.4 % - 15.5 % Payment Period 2022 - 2027 CartiHeal Contingent Consideration Discounted cash flow Payment discount rate 14.0 % - 15.6 % Payment Period 2022 - 2029 Bioness Contingent Consideration Discounted cash flow Payment discount rate 6.4 % - 6.8 % Payment period 2024 - 2025 112 Table of Contents Significant changes in these assumptions could result in a significantly higher or lower fair value. The contingent consideration reported in the above table resulted from the Bioness Acquisition on March 30, 2021 and the CartiHeal Acquisition on July 12, 2022. Contingent consideration is adjusted quarterly based upon the passage of time or the anticipated success or failure of achieving certain milestones. Changes in contingent consideration related to the Bioness Acquisition totaled $ 1,102 and $ 829 for the years ended December 31, 2022 and 2021, respectively, and were recorded as the change in fair value of contingent consideration within the consolidated statements of operations and comprehensive (loss) income. Changes in contingent consideration related to the CartiHeal Acquisition totaled $ 5,350 for year ended December 31, 2022. Management incentive plan and liability-classified awards BV LLC had operated two equity-based compensation plans, the management incentive plan (MIP) and the BV LLC Phantom Profits Interest Plan (“Phantom Plan” and, together with the MIP, the “Plans”), which were terminated on February 11, 2021 in connection with the Company’s IPO. Awards granted under the MIP Plan and the 2015 Phantom Units were liability-classified and the 2012 Phantom Units were equity-classified. Prior to the IPO and during the year ended December 31, 2021, the Company settled the remaining 183,078 units with the sole MIP awardee for $ 10,802 . No awards under the Plans were granted post-IPO and the Phantom Plan awards were settled 12 months following the termination. Vested awardees whose BV LLC employment terminated prior to the IPO had their awards settled in March 2022 for $ 10,413 , which was included in accrued equity-based compensation on the consolidated balance sheets at December 31, 2021. Awardees that were active BV LLC employees at the IPO were entitled to receive an aggregate of 798,422 shares of Class A common stock. In February 2022, awardees received 538,203 shares of Class A common stock, of which 260,219 shares were withheld to satisfy employee payroll taxes. The following table provides a reconciliation of the beginning and ending balances for the MIP and liability-classified awards at fair value using significant unobservable inputs or Level 3: Balance at December 31, 2020 $ 40,303 Change in fair value ( 25,185 ) Initial estimate (vesting) 829 Payments ( 11,281 ) Phantom plan conversion to Class A common stock ( 4,666 ) Balance at December 31, 2021 $ — 7. Equity-based compensation Terminated plans Prior to the IPO, BV LLC operated two equity-based compensation plans, the MIP and the Phantom Plan, which were terminated on February 11, 2021 in conjunction with the IPO. Prior to the Plans’ termination, during the year ended December 31, 2021, (i) the Company granted 90,000 Phantom Plan units; (ii) there were no MIP awards granted; (iii) 900 Phantom Plan units were forfeited; and (iv) other Phantom Units were redeemed for $ 479 . Compensation expense related to the Phantom Plan totaled $ 829 for the year ended December 31, 2021. This amount excludes the $ 25,185 decrease in fair market value of accrued equity-based compensation due to adjustments to reflect the difference between the expected public offering price of the IPO and the actual offering price, of which $ 1,777 was recorded in research and development expense within the consolidated statements of operations and comprehensive (loss) income for the year ended December 31, 2021. The Plans’ compensation expense totaled $ 10,103 for the year ended December 31, 2020. 2021 Plan The Company operates an equity-based compensation plan (“2021 Plan”), which allows for the issuance of stock options (incentive and nonqualified), restricted stock, dividend equivalents, restricted stock units (“RSUs”), other stock-based awards, and cash awards (collectively, “Awards”). As of December 31, 2022, 11,278,656 shares of Class A common stock were authorized to be awarded and 2,086,777 shares were available for Awards. New shares are issued for restricted units vested and options exercised. Equity-based compensation expense for Awards granted under the 2021 Plan for the years ended December 31, 2022 and 2021 totaled $ 17,114 and $ 19,504 , respectively. The expense is primarily included in selling, general and administrative expense with a nominal amount in research and development expense on the consolidated statements of operations and comprehensive (loss) income based upon the classification of the employee. Income tax benefits totaled $ 2,951 related to compensation expense for the year ended December 31, 2022. There was no income tax benefit related to equity-based compensation expense for the year ended December 31, 2021. 113 Table of Contents Restricted Stock Units During the year ended December 31, 2022 and 2021, the Company granted time-based RSUs which vest at various dates through December 5, 2026. RSU compensation expense is recognized over the vesting period, which is typically between 1 and 4 years. Unamortized compensation expense related to the RSUs totaled $ 9,021 at December 31, 2022, and is expected to be recognized over a weighted average period of approximately 2.73 years. A summary of the RSU award activity for the years ended December 31, 2022 and 2021 are as follows (number of units in thousands): Number of units Weighted-average grant-date fair value per unit Unvested at December 31, 2020 — $ — Granted 1,032 14.41 Forfeited or canceled ( 8 ) 13.86 Unvested at December 31, 2021 1,024 14.41 Granted 1,248 10.73 Vested ( 756 ) 14.74 Forfeited or canceled ( 327 ) 8.45 Unvested at December 31, 2022 1,189 $ 11.96 Stock Options During the year ended December 31, 2022 and 2021, the Company granted time-based stock options which vest over 2 to 4 years following the date of grant and expire within 10 years. The fair value of time-based stock options is determined using the Black-Scholes valuation model, with such value recognized as expense over the service period, which is typically 2 to 4 years, net of actual forfeitures. A summary of the Company’s assumptions used in determining the fair value of the stock options granted during the years ended December 31, 2022 and December 31, 2021 are shown in the following table: 2022 2021 Risk-free interest rate 1.8 % - 4.3 % 0.59 % - 1.32 % Expected dividend yield — % — % Expected stock price volatility 33.2 % - 35.2 % 33.0 % - 36.0 % Expected life of stock options (years) 6.25 4.17 - 6.25 The weighted-average grant date fair value of options granted during the year ended December 31, 2022 was $ 4.54 per share. The expected term of the options granted is estimated using the simplified method. Expected volatility is based on the historical volatility of the Company’s peers’ common stock. The risk-free interest rate is determined based upon a constant U.S. Treasury security rate with a contractual life that approximates the expected term of the option. Unamortized compensation expense related to the options totaled $ 12,090 at December 31, 2022, and is expected to be recognized over a weighted average period of approximately 2.93 years. A summary of stock option activity is as follows for the years ended December 31, 2022 and 2021 (number of options in thousands): Number of options Weighted-average exercise price Weighted average remaining contractual term (in years) Aggregate intrinsic value Outstanding at December 31, 2020 — $ — Granted 8,442 11.12 Exercised ( 74 ) 6.00 Forfeited or canceled ( 4 ) 13.00 Outstanding at December 31, 2021 8,364 11.16 8.32 $ 28,315 Granted 2,606 12.19 Exercised ( 680 ) 6.28 Forfeited or canceled ( 1,380 ) 12.38 Outstanding at December 31, 2022 8,910 11.65 7.74 $ 2,970 Exercisable and vested at December 31, 2022 3,770 $ 10.14 6.49 $ 2,970 114 Table of Contents The aggregate intrinsic value is calculated as the difference between the exercise price of the underlying options and the market price of the Company’s Class A common stock for options that had exercise prices lower than $ 2.61 per share, the closing price of the Company’s Class A common stock on December 30, 2022. Employee Stock Purchase Plan The Company operates a non-qualified Employee Stock Purchase Plan (“ESPP”), which provides for the issuance of shares of the Company’s Class A common stock to eligible employees of the Company that elect to participate in the plan and purchase shares of Class A common stock through payroll deductions at a discounted price. As of December 31, 2022, the aggregate number of shares reserved for issuance under the ESPP was 168,525 . A total of 279,000 and 94,795 shares were issued and $ 471 and $ 340 of expense was recognized during the years ended December 31, 2022 and 2021, respectively. Defined contribution plans The Company has various defined contribution plans which are offered in Canada, Germany, the Netherlands, United Kingdom and Israel. These plans are required by local laws or regulations in some cases. Contributions are primarily discretionary, except in some countries where contributions are contractually required. These plans cover substantially all eligible employees in the countries where the plans are offered either voluntarily or statutorily. In the United States, the Company provides a 401(k) defined contribution plan (“U.S. Plan”) that covers substantially all U.S. employees that meet minimum age requirements. Beginning in April 2021, the Company matches 100 % of the employees’ contribution up to 4 % of the employees’ wages and 50 % on the next 2 %. Prior to this change, the Company matched 50 % of the employees’ contribution up to 6 % of the employees’ wages. The U.S. Plan also provides for an additional 1 % to 3 % at the Company’s discretion. For the years ended December 31, 2022, 2021 and 2020, Company contributions totaled $ 6,407 , $ 4,477 , and $ 3,379 respectively, for all global plans. The expense is included in cost of sales, selling, general and administrative expense and research and development expense on the consolidated statement of operations and comprehensive income based upon the classification of the employee. 8. Stockholders’ equity Amendment and restatement of certificate of incorporation On February 16, 2021, the Company amended and restated its certificate of incorporation to, among other things, provide for: (i) the authorization of 250,000,000 shares of Class A common stock with a par value of $ 0.001 per share; (ii) the authorization of 50,000,000 shares of Class B common stock with a par value of $ 0.001 per share; (iii) the authorization of 10,000,000 shares of undesignated preferred stock that may be issued from time to time by the BOD in one or more series; and (iv) the establishment of a classified BOD, divided into three classes, each of whose members will serve for staggered three-year terms. Holders of Class A and Class B common stock are entitled to one vote per share and, except as otherwise required, will vote together as a single class on all matters on which stockholders generally are entitled to vote. Holders of Class B common stock are not entitled to receive dividends and will not be entitled to receive any distributions upon the liquidation, dissolution or winding up of the Company. Shares of Class B common stock may only be issued to the extent necessary to maintain the one -to-one ratio between the number of LLC Interests and the number of shares of Class B common stock held by the Continuing LLC Owner. Shares of Class B common stock are transferable only together with an equal number of LLC Interests. Shares of Class B common stock will be canceled on a one -for-one basis upon the redemption or exchange of any outstanding LLC Interests. The Company must, at all times, maintain a one -to-one ratio between the number of outstanding shares of Class A common stock and the number of LLC Interests owned by the Company. BV LLC recapitalization As described in Note 1. Organization , on February 16, 2021, the Company amended and restated the BV LLC Agreement to, among other things, (i) provide for the new LLC Interests; (ii) exchange all of the then-existing membership interests of the Original BV LLC Owners for new LLC Interests; and (iii) appoint Bioventus Inc. as the sole managing member of BV LLC. The BV LLC Agreement also provides that holders of LLC Interests may, from time to time, require the Company to redeem all or a portion of their LLC Interests for newly-issued shares of Class A common stock on a one -for-one basis. The Company may elect to settle any such redemption in shares of Class A common stock or in cash. 115 Table of Contents The amendment also requires that the Company, at all times, maintain (i) a one -to-one ratio between the number of outstanding shares of Class A common stock and the number of LLC Interests owned by the Company and (ii) a one -to-one ratio between the number of shares of Class B common stock owned by the Continuing LLC Owner and the number of LLC Interests owned by the Continuing LLC Owner. Initial public offering In connection with the IPO, the Company issued 15,786,737 shares of Class B common stock to the Original BV LLC Owners. As described in Note 1. Organization , the Company acquired, by merger the Former LLC Owners, for which the Company issued 31,838,589 shares of Class A common stock as merger consideration. In connection with the IPO Merger, the Company canceled 15,786,737 shares of Class B common stock and the Company received 15,786,737 of LLC Interests. Noncontrolling interest In connection with any redemption of LLC Interests by the Continuing LLC Owner, the Company will receive a corresponding number of LLC Interests, increasing its ownership interest in BV LLC. Future redemptions of LLC Interests will result in a change in ownership and reduce the amount recorded as noncontrolling interest and increase additional paid-in capital. There were no redemptions during the years ended December 31, 2022 and 2021. The following table summarizes the ownership interest in BV LLC as of December 31 (number of units in thousands): 2022 2021 LLC Interests Ownership % LLC Interests Ownership % Number of LLC Interests owned Bioventus Inc. 62,063 79.7 % 59,548 79.0 % Continuing LLC Owner 15,787 20.3 % 15,787 21.0 % Total 77,850 100.0 % 75,335 100.0 % 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 periods presented (amounts in thousands, except share and per share data): Year Ended December 31, 2022 February 16, 2021 through December 31, 2021 Numerator: Net loss $ ( 213,391 ) $ ( 16,391 ) Net loss attributable to noncontrolling interests 54,687 9,789 Net loss attributable to Bioventus Inc. Class A common stockholders $ ( 158,704 ) $ ( 6,602 ) Denominator: Weighted-average shares of Class A common stock outstanding - basic and diluted 61,389,107 45,472,483 Net loss per share of Class A common stock, basic and diluted $ ( 2.59 ) $ ( 0.15 ) Shares of Class B common stock do not share in the losses of the Company and are therefore not participating securities. As such, separate presentation of basic and diluted losses per share of Class B common stock under the two-class method has not been presented. 116 Table of Contents The following number of weighted-average potentially dilutive shares as of December 31, 2022 and 2021 were excluded from the calculation of diluted loss per share because the effect of including such potentially dilutive shares would have been antidilutive upon conversion: Year Ended December 31, 2022 February 16, 2021 through December 31, 2021 LLC Interests held by Continuing LLC Owner (a) 15,786,737 15,786,737 Stock options 7,679,780 5,373,442 RSUs 710,807 966,673 Unvested shares of Class A common stock — 30,056 Total 24,177,324 22,156,908 (a) Class A Shares reserved for future issuance upon redemption or exchange of LLC Interests by the Continuing LLC Owner. 10. Restructuring costs Restructuring costs are not allocated to the Company’s reportable segments as they are not part of the segment performance measures regularly reviewed by management. These charges are included in restructuring costs in the consolidated statements of operations and comprehensive (loss) income. Liabilities associated from restructuring costs are recorded in accrued liabilities on the consolidated balance sheets. The Company announced a restructuring plan in December 2022 (“2022 Restructuring Plan”) that is intended to align the Company’s organizational and management cost structure to improve profitability and cash flow. The Company expects to incur $ 4,000 to $ 5,000 of pre-tax costs under the 2022 Restructuring Plan primarily consisting of employee severance and additional expenses for third-party and other related costs. Pre-tax charges recognized during the year ended December 31, 2022 totaled $ 4,581 . The Company adopted restructuring plans for businesses acquired to reduce headcount, reorganize management structure and consolidate certain facilities during the second half of 2021 (“2021 Acquisition Restructuring Plan”) and during the first quarter of 2022 (“2022 Acquisition Restructuring Plan”). The Company planned total pre-tax charges for the 2021 Acquisition Restructuring Plan to be $ 3,500 , of which $ 719 and $ 2,487 was recognized during the year ended December 31, 2022 and 2021, respectively. Expected pre-tax charges related to the 2022 Acquisition Restructuring Plan is $ 2,300 , of which $ 1,479 was recognized during the year ended December 31, 2022. The Company’s restructuring charges and payments for plans related to businesses acquired comprised of the following: Employee severance and temporary labor costs Other charges Total Balance at December 31, 2020 $ 166 $ 81 $ 247 Expenses incurred 2,351 136 2,487 Payments made ( 1,117 ) ( 81 ) ( 1,198 ) Balance at December 31, 2021 1,400 136 1,536 Expenses incurred 5,172 1,607 6,779 Payments made ( 2,812 ) ( 1,743 ) ( 4,555 ) Balance at December 31, 2022 $ 3,760 $ — $ 3,760 117 Table of Contents 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 United States federal and certain state and local income taxes. Any taxable income or loss generated by BV LLC is passed through to and included in the taxable income or loss of its members, including the Company, following the Transactions, on a pro rata basis. Prior to the Transactions, income from other domestic subsidiaries included BV LLC and thereafter is included in income from domestic taxable subsidiaries. The components of (loss) income before income taxes for the years ended December 31 are as follows: 2022 2021 2020 United States $ ( 215,638 ) $ 9,511 $ 15,527 International ( 48,261 ) ( 1,891 ) 387 (Loss) income before income taxes $ ( 263,899 ) $ 7,620 $ 15,914 The provision for income taxes on operations consists of the following for the years ended December 31: 2022 2021 2020 Current: United States federal $ 2,092 $ 5,675 $ 782 United States state and local ( 96 ) 1,750 214 International 289 367 707 Total current 2,285 7,792 1,703 Deferred: United States federal ( 42,047 ) ( 9,015 ) ( 508 ) United States state and local ( 7,897 ) ( 533 ) ( 3 ) International ( 2,849 ) ( 210 ) — Total deferred ( 52,793 ) ( 9,758 ) ( 511 ) Total income tax (benefit) expense $ ( 50,508 ) $ ( 1,966 ) $ 1,192 Cash paid for income taxes totaled $ 1,518 , $ 7,456 and $ 1,541 for the years ended December 31, 2022, 2021 and 2020, respectively. The Company’s investment in foreign subsidiaries continues to be indefinite in nature; however, the Company may periodically repatriate a portion of these earnings to the extent that it does not incur significant additional tax liability. The differences between the effective income tax rate and the federal statutory income tax rates for the years ended December 31 are as follows: 2022 2021 2020 U.S. statutory federal corporate income tax rate 21.0 % 21.0 % 21.0 % Noncontrolling interest ( 4.6 ) ( 18.6 ) — LLC flow-through structure 3.9 ( 70.4 ) ( 20.1 ) Non-deductible expenses — 43.8 — State and local income taxes, net of federal benefit 3.0 11.8 1.5 Change in valuation allowance ( 0.3 ) 7.0 — Research and other tax credits 0.2 ( 4.5 ) — Organizational Transactions ( 0.4 ) ( 8.6 ) — Uncertain tax positions ( 0.6 ) ( 9.0 ) — Foreign rate differential — ( 0.9 ) 1.2 GAAP Impairment ( 2.5 ) — — Other ( 0.6 ) 2.6 3.9 Effective income tax rate 19.1 % ( 25.8 %) 7.5 % 118 Table of Contents Deferred tax assets and liabilities are determined based on the difference between financial statement and tax bases using enacted tax rates in effect for the year in which the differences are expected to reverse. The components of the deferred taxes were as follows: 2022 2021 Deferred tax assets: Net operating losses and tax credit carryforwards $ 31,688 $ 16,303 Transaction costs 980 969 Accrued liabilities 168 862 Fixed assets 30 644 Interest 7,020 — Other 1,314 925 Gross deferred tax assets 41,200 19,703 Valuation allowance ( 2,536 ) ( 2,320 ) Total deferred tax assets 38,664 17,383 Deferred tax liability: Investment in Bioventus LLC 98,705 145,537 Acquired intangible 93,798 4,157 Operating lease assets 162 726 192,665 150,420 Net deferred tax liability $ 154,001 $ 133,037 The valuation allowance is primarily attributable to net operating losses (“NOLs”). The Company considered many factors when assessing the likelihood of future realization of these deferred tax assets, including expectations of future taxable income or loss, the carryforward periods available to the Company for tax reporting purposes, and other relevant factors. The net change in the valuation allowance was $ 216 . The valuation allowance at December 31, 2022 and December 31, 2021 principally relates to recognizing a full valuation allowance against foreign NOLs. Beginning in 2022, the Tax Cuts and Jobs Act of 2017 eliminated the option to deduct research and development expenditures immediately in the year incurred and requires companies to amortize such expenditures over five or fifteen years for tax purposes, depending on whether the activities were incurred in the United States or outside of the United States. This change resulted in an increase to gross deferred tax assets and cash tax liabilities. As of December 31, 2022, the Company had approximately $ 136,375 in U.S. federal NOL carryforwards at its corporate subsidiaries and $ 1,562 in federal tax credits. Certain US federal NOL carryforwards begin to expire in 2031, while others were generated after the enactment of the Tax Cuts and Jobs Act (the “Act”) and as such do not expire, but can only be utilized to offset up to 80% of taxable income in any given year. The federal tax credits start to expire at various dates beginning in 2026. As of December 31, 2022, the Company had approximately $ 20,934 in state NOL carryforwards and $ 354 in state tax credits. If not utilized, some state NOL carryforwards will expire at various dates beginning in 2025. The Company evaluated its tax positions and had unrecognized tax benefits of $ 5,883 and $ 4,517 as of December 31, 2022 and 2021, respectively. The Company had $ 2,297 and $ 1,837 accrued for payment of interest and penalties as of December 31, 2022 and 2021, respectively. If the $ 5,883 of unrecognized tax benefit is recognized, it would not impact the effective tax rate due to the valuation allowance on the Company's net U.S. deferred tax assets. The Company does expect a material decrease of approximately $ 1,300 in the twelve months following December 31, 2022 in its uncertain tax positions due to various statute expirations during 2023. The Company files U.S. federal income tax returns as well as income tax returns in many United States and foreign jurisdictions. In general, the tax years 2019 - 2022 remain open to examination by the major jurisdictions in which the Company is subject to tax. A reconciliation of the gross unrecognized tax benefits (excluding interest and penalties) for the year ended December 31, 2022 follows: Beginning of the period $ 4,517 Additions for current year tax positions ( 1,452 ) Expiration of statutes 2,818 End of the period $ 5,883 119 Table of Contents Tax Receivable Agreement The Company expects to obtain an increase in the share of the tax basis of the assets of BV LLC when LLC Interests are redeemed or exchanged by the Continuing LLC Owner and other qualifying transactions. This increase in tax basis may have the effect of reducing the amounts that the Company would otherwise pay in the future to various tax authorities. The increase in tax basis may also decrease gains (or increase losses) on future dispositions of certain capital assets to the extent tax basis is allocated to those capital assets. On February 16, 2021, the Company entered into a tax receivable agreement (“TRA”) with the Continuing LLC Owner that provides for the payment by the Company to the Continuing LLC Owner of 85% of the amount of tax benefits, if any, that the Company actually realizes as a result of (i) increases in the tax basis of assets of BV LLC resulting from any redemptions or exchanges of LLC Interests or any prior sales of interests in BV LLC; and (ii) certain other tax benefits related to the Company making payments under the TRA. The Company will maintain a full valuation allowance against deferred tax assets related to the tax attributes generated as a result of redemptions of LLC Interests or exchanges described above until it is determined that the benefits are more-likely-than-not to be realized. As of December 31, 2022, the Continuing LLC Owner had not exchanged LLC Interests for shares of Class A common stock and therefore the Company had not recorded any liabilities under the TRA. 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. For all classifications of leases, the Company combines lease and nonlease components in order to record the combination as a single lease component. Variable lease payments are excluded from the lease liability and recognized in the period in which the obligation is incurred. Additionally, lease terms may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise the option. The Company leases its office facilities as well as other property, vehicles and equipment under operating leases. The Company also leases certain office equipment under nominal finance leases. The remaining lease terms range from 1 month to 5.75 years. The components of lease cost were as follows for the years ended December 31: 2022 2021 2020 Operating lease cost $ 4,557 $ 3,478 $ 2,610 Short-term lease cost (a) 691 668 388 Total lease cost $ 5,248 $ 4,146 $ 2,998 (a) Includes variable lease cost and sublease income, which are immaterial. Supplemental cash flow information and non-cash activity related to operating leases were as follows for the years ended December 31: 2022 2021 2020 Operating cash flows from operating leases $ 4,374 $ 3,616 $ 2,567 Right-of-use assets obtained in exchange for operating lease obligations $ 4,792 $ 4,665 $ 1,497 120 Table of Contents Supplemental balance sheet and other information related to operating leases were as follows for the years ended December 31: 2022 2021 Operating lease assets $ 17,308 $ 17,186 Operating lease liabilities- current $ 3,728 $ 3,504 Operating lease liabilities- noncurrent 14,797 15,038 Total operating lease liabilities $ 18,525 $ 18,542 Weighted average remaining lease term (years) Weighted average remaining lease term (years) for operating leases 4.8 5.6 Weighted average discount rate for operating leases 4.8 % 4.7 % Maturities of operating lease liabilities as of December 31, 2022 were as follows: 2023 $ 4,491 2024 4,650 2025 4,237 2026 3,248 2027 2,653 Thereafter 1,384 Total future lease payments (a) 20,663 Less imputed interest ( 2,138 ) Present value of future lease payments $ 18,525 (a) The above table does not reflect the future maturities of a lease entered into during November 2021 in which the Company agreed to lease a facility to expand its manufacturing operations and relocate from its current leased facilities in Memphis, Tennessee. The lease term is 10 years and partial occupancy began January 2023. Expected payments of the partial lease is as follows for the next five years and thereafter: $ 842 , $ 939 , $ 958 , $ 977 , $ 997 and $ 5,662 . Governmental and legal contingencies In the normal course of business, the Company periodically becomes involved in various claims and lawsuits, and governmental proceedings and investigations that are incidental to its business. The Company accrues a liability when a loss is considered probable and the amount can be reasonably estimated. When a material loss contingency is reasonably possible but not probable, the Company does not record a liability, but instead discloses the nature and amount of the claim, and an estimate of the possible loss or range of loss, if such an estimate can be made. Legal fees are expensed as incurred. With respect to governmental proceedings and investigations, like other companies in the industry, the Company is subject to extensive regulation by national, state and local governmental agencies in the United States and in other jurisdictions in which the Company and its affiliates operate. As a result, interaction with governmental agencies is ongoing. The Company’s standard practice is to cooperate with regulators and investigators in responding to inquiries. The Company is presently unable to predict the duration, scope, or result of the following matters. As such, the Company is presently unable to develop a reasonable estimate of a possible loss or range of losses, if any, related to these matters. While the Company intends to defend these matters vigorously, the outcome of such litigation or any other litigation is necessarily uncertain, is not within the Company’s complete control and might not be known for extended periods of time. In the opinion of management, the outcome of any existing claims and legal or regulatory proceedings, other than the specific matters described below, if decided adversely, is not expected to have a material adverse effect on the Company's business, financial condition, results of operations, or cash flows. 121 Table of Contents Bioventus shareholder litigation On January 12, 2023, the Company and certain of its current and former directors and officers were named as defendants in a putative class action lawsuit filed in the Middle District of North Carolina, Ciarciello v. Bioventus, Inc. , No. 1:23– CV – 00032-CCE-JEP (M.D.N.C. 2023). The complaint asserts violations of Sections 10(b) and 20(a) of the Exchange Act and of Sections 11 and 15 of the Securities Act and generally alleges that the Company failed to disclose certain information regarding rebate practices, its business and financial prospects, and the sufficiency of internal controls regarding financial reporting. The complaint seeks damages in an unspecified amount. The case is in its early stages, and a lead plaintiff has not yet been appointed. The Company believes the claims alleged lack merit and intends to file a motion to dismiss. The outcome of the litigation is not presently determinable, and any loss is neither probable nor reasonable estimable. Bioness patent litigation On June 15, 2022, the Company, through its subsidiary Bioness, filed a lawsuit in the United States District Court for the Eastern District of Virginia against Aretech, LLC (“Aretech”) alleging infringement by Aretech of various patents related the Bioness’ Vector Gait and Safety Support System ® . On August 8, 2022, Aretech filed an answer to the lawsuit denying infringement and asserting various affirmative defenses and counterclaims to the Bioness complaint. Bioness filed a motion to dismiss the defendant’s counterclaims on September 28, 2022. In response to Bioness’ motion to dismiss the counterclaims, on October 19, 2022, Aretech filed an amended answer and counterclaims. On November 16, 2022, Bioness filed a partial motion to dismiss certain of the amended counterclaims. On January 23, 2023, the court granted-in-part Bioness’ motion dismissing Aretech’s antitrust and inventorship-related counterclaims, but allowed certain of Aretech’s counterclaims to proceed. The parties are presently finalizing a joint discovery plan and timeline. On March 23, 2023 the parties entered into a settlement and license agreement that provides for a payment by Aretech to the Company of $ 1,500 to resolve all claims in the litigation. The agreement also provides cross licenses to the parties for certain of their respective patents relevant to the claims asserted in the litigation. Misonix stockholder On September 15, 2021, a purported stockholder of Misonix filed an action in the United States District Court for the Eastern District of New York, captioned Stein v. Misonix, Inc., et al., Case No. 2:21-cv-05127 (E.D.N.Y.) (the “Stein Complaint”). The Stein Complaint named Misonix and members of its board of directors as defendants. The Stein Complaint was dismissed on April 6, 2022. On September 16, 2021, a purported stockholder of Misonix filed an action in the United States District Court for the Southern District of New York, captioned Ciccotelli v. Misonix, Inc. et al., Case No. 1:21-cv-07773 (S.D.N.Y.) (the “Ciccotelli Complaint”) against Misonix, members of its board of directors, the Company, and its subsidiaries, Merger Sub I and Merger Sub II, as defendants. Plaintiff voluntarily dismissed the Ciccotelli Complaint on November 10, 2021. On October 12, 2021, another purported stockholder of Misonix filed an action in the United States District Court for the Eastern District of New York, captioned Rubin v. Misonix, Inc. et al., Case No. 1:21-cv-05672 (S.D.N.Y.) (the “Rubin Complaint”) and on October 15, 2021, another purported stockholder of Misonix filed an action in the United States District Court for the Southern District of New York, captioned Taylor v. Misonix, Inc. et al., Case No. 1:21-cv-08513 (S.D.N.Y.) (the “Taylor Complaint”). The Rubin Complaint and the Taylor Complaint name Misonix and members of its board of directors as defendants. Plaintiffs voluntarily dismissed the Rubin and Taylor Complaints on January 21, 2022 and February 18, 2022, respectively. The complaints asserted claims under Section 14(a) and Section 20(a) of the Exchange Act and SEC Rule 14a-9, challenging the adequacy of disclosures in the proxy statement/prospectus filed with the SEC on September 8, 2021 or the Definitive Proxy Statement filed with the SEC on September 24, 2021, regarding Misonix and/or Bioventus’ projections and J.P. Morgan’s financial analysis. The complaints had sought, among other relief, (i) injunctive relief preventing the parties from proceeding with the merger; (ii) rescission in the event that the merger is consummated; and (iii) an award of costs, including attorneys’ and experts’ fees. 122 Table of Contents Misonix former distributor On March 23, 2017, Misonix’s former distributor in China, Cicel (Beijing) Science & Technology Co., Ltd., filed a lawsuit against Misonix and certain of its officers and directors in the United States District Court for the Eastern District of New York. The complaint alleged that Misonix improperly terminated its contract with the former distributor. The complaint sought various remedies, including compensatory and punitive damages, specific performance and preliminary and post judgment injunctive relief, and asserted various causes of action, including breach of contract, unfair competition, tortious interference with contract, fraudulent inducement, and conversion. On October 7, 2017, the court granted Misonix’s motion to dismiss each of the tort claims asserted against Misonix, and also granted the individual defendants’ motion to dismiss all claims asserted against them. On January 23, 2020, the court granted Cicel’s motion to amend its complaint, to include claims for alleged defamation and theft of trade secrets in addition to the breach of contract claim. Discovery in the matter ended on August 5, 2021. On January 20, 2022, the court granted Misonix’s summary judgment motion on Cicel’s breach of contract and defamation claims. Cicel’s motion for reconsideration of the court’s summary judgment ruling in Misonix’s favor was dismissed by the Court on April 29, 2022. On July 18, 2022, Cicel voluntarily dismissed the remaining claim for trade secret theft and later filed an appeal to the United States Court of Appeals for the Second Circuit. The Company believes that it has various legal and factual defenses to these claims and intends to vigorously defend the appeal of the lower court’s summary judgment rulings in its favor. Bioness shareholder Prior to closing the Bioness Acquisition, Bioness had been named as a defendant in a lawsuit, for which the Company is indemnified under the indemnification provisions contained in the Bioness Merger Agreement. The case relates to an action brought in February 2021 in the Delaware State Court of Chancery by a former minority shareholder and director of Bioness, seeking a temporary restraining order contesting the acquisition of Bioness. While the complaint to block the Bioness acquisition was dismissed by the court, a separate action was brought against the Company under the indemnification provisions of the Bioness Certificate of Incorporation to recover attorney fees and other expenses totaling approximately $ 3,000 incurred by the director and shareholder in connection with the matter. On August 19, 2021, the court issued a ruling granting, in part, plaintiff’s motion for summary judgment, awarding plaintiff attorney’s fees and related expenses incurred in connection with performance of the plaintiff’s directorial duties, and denying fees and expenses incurred in a non-director capacity. In its ruling, the court’s order also directed the parties to agree upon a process that will govern the payment of and challenges to plaintiff’s payment requests and required Bioness to pay 50 % of the demanded amount into escrow if more than 50 % of the total invoiced amount was in dispute. Pursuant to the court’s order, to date, Bioness has paid approximately $ 1,300 into escrow. On November 1, 2022, at a hearing before Delaware State Court of Chancery, the court ruled in favor of the former Bioness director awarding attorney’s fees in connection with the underlying pre-merger litigation and the advancement action in the amounts claimed, less approximately $ 50 . On December 23, 2022, Bioness and the plaintiff entered into a settlement agreement resolving the matter for the aggregate sum of $ 2,500 payable to the plaintiff. The settlement was satisfied by releasing the $ 1,300 previously paid by Bioness and held in escrow and by an additional payment of $ 1,200 . Pursuant to the indemnification obligations under the Bioness Merger Agreement, this subsequent payment was made on behalf of Bioness on December 28. 2022, by the selling majority shareholder under that agreement. The Company subsequently recovered the $ 1,300 paid into escrow from the selling Bioness shareholders pursuant an indemnification request under the Bioness Merger Agreement. An order dismissing the case was entered by the court on January 27, 2023. On February 8, 2022, the above referenced minority shareholder of Bioness filed another action in the Delaware State Court of Chancery in connection with the Company’s acquisition of Bioness. This action names the former Bioness directors, the Alfred E. Mann Trust (Trust), which was the former majority shareholder of Bioness, the trustees of the Trust and Bioventus as defendants. The complaint alleges, among other things, that the individual directors, the Trust, and the trustees breached their fiduciary duty to the plaintiff in connection with their consideration and approval of the Company’s transaction. The complaint also alleges that the Company aided and abetted the other defendants in breaching their fiduciary duties to the plaintiff and that the Company breached the Merger Agreement by failing to pay the plaintiff its pro rata share of the merger consideration. The Company believes that it is indemnified under the indemnification provisions contained in the Bioness Merger Agreement for these claims. On July 20, 2022, the Company filed a motion to dismiss all claims made against it on various grounds, as did all the other named defendants in the suit. A hearing on Bioness’ and other the defendant’s motions was held before the Court of Chancery on January 19, 2023. The Court has not yet ruled on any of these motions. The Company believes that there are various legal and factual defenses to the claims plaintiff made against us and intend to defend ourselves vigorously. 123 Table of Contents Other matters On November 10, 2021, the Company entered into an asset purchase agreement for a hyaluronic acid (“HA”) product and made an upfront payment of $ 853 . An additional payment of $ 853 was made in 2022 upon the transfer of certain seller customer data. If the Company is able to obtain a Medical Device Regulation Certification for the product, $ 1,707 will be paid to the seller within five days. The Company is required to pay royalties through 2026 of 5.0 % on the first $ 569 in sales and 2.5 % thereafter. On August 23, 2019, the Company was assigned a third-party license on a product currently in development and the Company is subject to a 3 % royalty on certain commercial sales, or a nominal minimum amount per quarter, beginning in 2023. On May 29, 2019, the Company and the Musculoskeletal Transplant Foundation, Inc. d/b/a MTF Biologics (“MTF”), entered into a collaboration and development agreement to develop one or more products for orthopedic application to be commercialized by the Company and supplied by MTF (the “Development Agreement”). The first phase has been completed, but during the second quarter of 2022, the Company elected to discontinue the development of MOTYS, the initial product candidate under development. On October 21, 2022, the Company provided notice to MTF of termination of the Development Agreement and the related cGTP Commercial Supply Agreement with MTF for MOTYS, effective December 20, 2022. On December 9, 2016, the Company entered into an amended and restated license agreement for the exclusive U.S. distribution and commercialization rights of a single injection osteoarthritis (“OA”) product with the supplier of the Company’s single injection OA product for the non-U.S. market. The agreement requires the Company to meet annual minimum purchase requirements and pay royalties on net sales. Royalties related to this agreement during the years ended December 31, 2022, 2021 and 2020 totaled $ 14,712 , $ 13,300 and $ 10,021 , respectively. These royalties are included in cost of sales within the consolidated statements of operations and comprehensive (loss) income. As part of a supply agreement entered on February 9, 2016 and subsequently amended for the Company’s three injection OA product, the Company is subject to annual minimum purchase requirements for 10 years. After the initial 10 years, the agreement will automatically renew for an additional 5 years unless terminated by the Company or the seller in accordance with the agreement. As part of a supply agreement for the Company’s five injection OA product that was amended and restated on December 22, 2020, the Company is subject to annual minimum purchase requirements for 8 years. The Company has an exclusive license agreement for bioactive bone graft putty. The Company is required to pay a royalty on all commercial sales revenue from the licensed products with a minimum annual royalty payment through 2023, the date the agreement will expire, upon the expiration of the patent held by the licensor. These royalties are included in cost of sales on the consolidated statements of operations and comprehensive (loss) income. From time to time, the Company causes letters of credit (“LOCs”) to be issued to provide credit support for guarantees, contractual commitments and insurance policies. The fair values of the LOCs reflect the amount of the underlying obligation and are subject to fees payable to the issuers, competitively determined in the marketplace. As of December 31, 2022 and 2021, the Company had one LOC outstanding for a nominal amount. The Company currently maintains insurance for risks associated with the operation of its business, provision of professional services and ownership of property. These policies provide coverage for a variety of potential losses, including loss or damage to property, bodily injury, general commercial liability, professional errors and omissions and medical malpractice. The Company is self-insured for health insurance covering most of its employees located in the United States. The Company maintains stop-loss insurance on a “claims made” basis for expenses in excess of $ 200 per member per year. 124 Table of Contents 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 the Company’s net sales disaggregated by major products (“Vertical”) within each segment as follows for the years ended December 31: 2022 2021 2020 U.S. Pain Treatments $ 194,830 $ 201,068 $ 156,576 Restorative Therapies 134,214 103,009 76,633 Surgical Solutions 126,207 83,476 60,488 Total U.S. net sales 455,251 387,553 293,697 International Pain Treatments 21,495 20,539 $ 14,602 Restorative Therapies 20,420 18,563 11,991 Surgical Solutions 14,951 4,243 871 Total International net sales 56,866 43,345 27,464 Total net sales $ 512,117 $ 430,898 $ 321,161 14. Segments The Company’s two reportable segments are U.S. and International. The Company’s products are primarily sold to orthopedists, musculoskeletal and sports medicine physicians, podiatrists, neurosurgeons and orthopedic spine surgeons, as well as to their patients. The Company does not disclose segment information by asset as the Chief Operating Decision Maker (“CODM”) does not review or use it to allocate resources or to assess the operating results and financial performance. Segment adjusted EBITDA is the segment profitability metric reported to the Company’s CODM for purposes of decisions about allocation of resources to, and assessing performance of, each reportable segment. The following table presents segment adjusted EBITDA reconciled to (loss) income before income taxes for the years ended December 31: 2022 2021 2020 Segment adjusted EBITDA U.S. $ 56,231 $ 70,640 $ 69,252 International 10,078 10,119 3,191 Interest expense, net ( 25,795 ) ( 1,112 ) ( 9,751 ) Depreciation and amortization ( 66,803 ) ( 34,875 ) ( 28,643 ) Acquisition and related costs ( 27,081 ) ( 22,964 ) ( 166 ) Remeasurement gain on equity method investment 23,709 — ( 6,172 ) Restructuring and succession charges ( 7,453 ) ( 3,717 ) — Equity compensation ( 17,585 ) 4,512 ( 10,103 ) COVID-19 benefits, net — — 4,123 Equity loss in unconsolidated investments ( 1,003 ) ( 1,868 ) ( 467 ) Foreign currency impact ( 250 ) ( 132 ) 117 Impairment of goodwill ( 189,197 ) — — Asset impairment charges ( 10,285 ) — — Impairments related to variable interest entity — ( 7,043 ) — Other items ( 8,465 ) ( 5,940 ) ( 5,467 ) (Loss) income before income taxes $ ( 263,899 ) $ 7,620 $ 15,914 125 Table of Contents 15. Subsequent events CartiHeal Deconsolidation As previously discussed, the Company consolidated CartiHeal on July 12, 2022 and reported the acquisition in its Quarterly Report on Form 10-Q filed by the Company with the SEC on November 21, 2022. Refer to Note 4. Acquisitions and investments for additional information regarding the acquisition of CartiHeal. The First Paper Milestone under the Option Agreement occurred on February 13, 2023, triggering an obligation of the Company to make the first $ 50,000 payment, plus applicable interest, under the Option Agreement. On February 27, 2023, the Company entered into a settlement agreement (the “Settlement Agreement”) with Elron Ventures Ltd. (“Elron” and together with the Company, the “Parties”) as representative of CartiHeal’s selling securityholders under the Option Agreement collectively, the “Former Securityholders”). Pursuant to the Settlement Agreement, Elron, on behalf of the Former Securityholders, have agreed to forbear from initiating any legal action or proceedings relating to non-payment of any obligations arising under the Option Agreement during a period of 30 calendar days (the “Interim Period”) in exchange for (i) a one-time non-refundable amount of $ 10,000 and (ii) a one-time non-refundable payment of $ 150 to Elron to be used in accordance with the expense fund provisions of the Option Agreement. The Interim Period expired on March 29, 2023 and the Company did not exercise its right to extend the Interim Period. In addition, the Parties mutually released any further claims under the Option Agreement and related transaction documents, including without limitation a release by the Former Securityholders of any rights to enforce the provisions of the Option Agreement or make further monetary claims against the Company and/or its respective affiliates and representatives. Upon execution of the Settlement Agreement, the Company transferred 100 % of its shares in CartiHeal to a trustee (the “Trustee”) for the benefit of the Former Securityholders. This transfer was irrevocable, unless and until the Former Securityholders received the entire amount of the aggregate purchase price and corresponding milestones and any interest to be accrued thereon in accordance with the provisions of the Option Agreement prior to the expiration of the Interim Period. The Company had no ownership interest and no voting rights during the Interim Period. Accordingly, the Company concluded that upon execution of the Settlement Agreement, the Company ceased to control CartiHeal for accounting purposes, and therefore, has deconsolidated CartiHeal (the “Deconsolidation”, or “Disposal”) effective February 27, 2023. The Company also concluded that this disposal will be treated as a discontinued operation. The loss upon disposal is estimated to be $ 60,600 and will be recorded within loss from discontinued operations due at closing. Because the Company was not able to find a financing solution to fund the payment obligations under the Option and Equity Purchase Agreement on terms the Company believes to be favorable to it and its shareholders, the Company elected to allow the Interim Period to expire on March 29, 2023. The Company hopes to continue to explore opportunities to reacquire CartiHeal in a manner consistent with its financial objectives, but can give no assurance that the Company will be able to obtain the necessary financing or negotiate acceptable terms to reacquire CartiHeal and its assets. Other During January and February 2023, the Company borrowed $ 49,000 on its Revolver for working capital needs. However, on the Closing Date of the amendment to the Amended 2019 Credit Agreement, as part of the closing conditions, the Company repaid $ 20,000 of these borrowings. Additionally, the Company paid $ 1,250 in closing fees, and will be required to pay an additional $ 600 by December 31, 2023 unless the Total Net Leverage Ratio as at September 30, 2023 is below 5.25 to 1.00. Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosures. None.