false 0001876588 0001876588 2024-02-28 2024-02-28
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): February 28, 2024
ZimVie Inc.
(Exact name of Registrant as Specified in Its Charter)
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| Delaware |
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001-41242 |
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87-2007795 |
(State or Other Jurisdiction
of Incorporation) |
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(Commission File Number) |
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(IRS Employer
Identification No.) |
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| 10225 Westmoor Drive |
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| Westminster, Colorado |
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80021 |
| (Address of Principal Executive Offices) |
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(Zip Code) |
Registrant’s Telephone Number, Including Area Code: 303 443-7500
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| |
☐ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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☐ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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☐ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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☐ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
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| Title of each class |
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Trading
Symbol(s) |
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Name of each exchange on which registered |
| Common Stock, par value $0.01 per share |
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ZIMV |
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The Nasdaq Stock Market |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 2.02 Results of Operations and Financial Condition.
On February 28, 2024, ZimVie Inc. (the “Company”) issued a press release reporting its financial results for the quarter and year ended December 31, 2023. The press release is attached hereto as Exhibit 99.1 and the information set forth therein is incorporated herein by reference and constitutes a part of this report.
Item 7.01 Regulation FD Disclosure.
On February 28, 2024, the Company also made available a presentation that contains supplemental financial information. A copy of the presentation is furnished as Exhibit 99.2 to this Current Report on Form 8-K and the information set forth therein is incorporated herein by reference.
The information contained in Item 2.02 and Item 7.01 of this report, including Exhibit 99.1 and Exhibit 99.2 hereto, is being furnished and shall not be deemed to be “filed” with the Securities and Exchange Commission for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or otherwise subject to the liabilities of that section and is not incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act, whether made before or after the date hereof, except as shall be expressly set forth by specific reference in such a filing.
Item 9.01 Financial Statements and Exhibits.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
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ZimVie Inc. |
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| Date: February 28, 2024 |
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By: |
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/s/ Heather Kidwell |
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Name: Heather Kidwell Title: Senior Vice President, Chief Legal, Compliance and Human Resources Officer and Corporate Secretary |
Exhibit 99.1
ZimVie Reports Fourth Quarter and Full Year 2023 Financial Results
| • |
|
FY 2023 Third Party Net Sales from Continuing Operations of $457.2 million |
| • |
|
FY 2023 Third Party Net Sales from Discontinued Operations of $409.2 million |
| • |
|
Updated Reporting Framework: Continuing Operations consists of the Dental Business and the majority of
Corporate while Discontinued Operations consists of the Spine Business |
| • |
|
Advancing plan to complete sale of Spine Business for $375M in total consideration; sale remains on track to
be completed in 1H 2024 |
WESTMINSTER, Colorado, February 28, 2024 (GLOBE NEWSWIRE) – ZimVie Inc. (Nasdaq: ZIMV), a global
life sciences leader in the dental and spine markets, today reported financial results for the quarter and year ended December 31, 2023. Management will host a corresponding conference call today, February 28, 2024, at 4:30 p.m. Eastern
Time.
“We had significant accomplishments in 2023. We invested to further differentiate our portfolio which helped us make gains in the markets we
serve, and we improved our operating efficiency through restructuring and cost reduction initiatives,” said Vafa Jamali, President and Chief Executive Officer. “In addition, we successfully executed an agreement to sell our spine business
and transform ZimVie into a pure play dental company with a comprehensive and industry leading portfolio. We are optimistic about the future of ZimVie as a purely dental focused company with a strong capital structure.”
Fourth Quarter 2023 Financial Results: Continuing Operations
Third party net sales for the fourth quarter of 2023 were $113.1 million, a decrease of 2.4% on a reported basis and (3.6%) on a constant currency[1] basis, versus the fourth quarter of 2022.
Net loss for the fourth quarter of 2023 was ($22.2)
million, a change of ($6.8) million versus a net loss of ($15.4) million in the fourth quarter of 2022, and as a percentage of net sales was (19.6%).
Adjusted net income[1] for the fourth quarter of 2023 was $2.6 million, an increase of
$0.7 million versus the same prior year period.
Basic and diluted EPS were ($0.83) and adjusted diluted EPS[1] was $0.10 for the fourth quarter of 2023. Weighted average shares outstanding for each of basic and adjusted diluted EPS was 26.6 million.
Adjusted EBITDA[1] for the fourth quarter of 2023 was $13.9 million, or 12.3% of third party net
sales, which is an increase of 160 basis points from the fourth quarter 2022 margin of 10.7%.
Cash and cash equivalents at the end of the fourth quarter
of 2023 were $71.5 million.
Fourth Quarter 2023 Financial Results: Discontinued Operations
Third party net sales from Discontinued Operations for the fourth quarter of 2023 were $100.5 million, a decrease of 10.6% on a reported basis and 10.6%
on a constant currency[1] basis, versus the fourth quarter of 2022.
Net loss from Discontinued
Operations was ($312.7) million, a change of ($297.7) million versus net loss of ($15.0) million in the fourth quarter of 2022.
Adjusted net income[1] from Discontinued Operations for the fourth quarter of 2023 was $2.9 million, an increase of $0.5 million versus the same prior year period.
Basic and diluted EPS from Discontinued Operations were ($11.76). Adjusted diluted EPS[1] was $0.11 for
the fourth quarter of 2023. Weighted average shares outstanding for each of basic and adjusted diluted EPS was 26.6 million.
Adjusted EBITDA[1] from Discontinued Operations for the
fourth quarter of 2023 was $15.5 million, or 15.4% of net sales to Discontinued Operations, a decrease of $0.2 million and 1.1%, respectively, from the fourth quarter of 2022.
Cash and cash equivalents from Discontinued Operations at the end of the fourth quarter of 2023 were $16.3 million.
Full Year 2023 Financial Results: Continuing Operations
Third party net sales for the full year 2023 were $457.2 million, a decrease of 0.5% on a reported basis and 0.6% on a constant currency[1] basis, versus the full year 2022.
Net loss for the full year 2023 was ($56.0) million, a decrease of
$9.1 million versus the net loss of ($46.9) million in the full year 2022, and as a percentage of third-party net sales was (12.3%).
Adjusted net
income[1] for the full year 2023 was $5.8 million, a decrease of $10.1 million versus the prior year.
Basic and diluted EPS were ($2.12) and adjusted diluted EPS[1] was $0.22 for the full year 2023. Weighted
average shares outstanding for each of basic EPS and diluted EPS were 26.5 million.
Adjusted
EBITDA[1] for the full year 2023 was $50.8 million, or 11.1% of third-party net sales, a decrease of $6.3 million and a decrease of 130 basis points from 12.4% in 2022.
Full Year 2023 Financial Results: Discontinued Operations
Third party net sales from Discontinued Operations were $409.2 million, a decrease of 9.0% on a reported basis and 9.2% on a constant currency[1] basis, versus the full year 2022.
Net loss from Discontinued Operations for the full year 2023 was
($337.2) million, a change of ($320.2) million versus the net loss of ($17.0) million in the full year 2022, and as a percentage of third-party net sales attributable to Discontinued Operations was (82.4%). Adjusted net income[1] attributable to Discontinued Operations for the full year 2023 was $12.7 million, a decrease of $19.3 million versus the prior year. The increase in net loss was primarily due to a
$289.5M write-down of the Spine disposal group to fair value.
Basic and diluted EPS from Discontinued Operations were ($12.75) and adjusted diluted EPS[1] was $0.48 for the full year 2023. Weighted average shares outstanding for each of basic EPS and diluted EPS was 26.5 million.
Adjusted EBITDA[1] from Discontinued Operations for the full year 2023 was $65.6 million, or 16.0%
of third-party net sales.
First Quarter 2024 Financial Guidance:
|
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|
| Projected Quarter Ending March 31, 2024 |
|
Guidance |
| Net Sales: Continuing Operations |
|
$115M-$118M |
| Net Sales: Discontinued Operations |
|
$89-$91M |
2
Management Raises Financial Targets for Continuing Operations for the 12 Month Period Post-Spine Sale:
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| Year 1 Post-Close |
|
Guidance |
| Net Sales |
|
$455M+ |
| Adjusted EBITDA Margin[2] |
|
15%+ |
| Net Debt |
|
<$200M[2][4] |
| [1] |
This is a non-GAAP financial measure. Refer to “Note on Non-GAAP Financial Measures” and the reconciliations in this release for further information. |
| [2] |
This is a non-GAAP financial measure for which a reconciliation to
the most directly comparable GAAP financial measure is not available without unreasonable efforts. Refer to “Forward-Looking Non-GAAP Financial Measures” in this release, which identifies the
information that is unavailable without unreasonable efforts and provides additional information. It is probable that this forward-looking non-GAAP financial measure may be materially different from the
corresponding GAAP financial measure. |
| [3] |
Represents projected net debt one year following the closing of the sale of the spine business and excludes
proceeds from expected future repayment of seller note to ZimVie. |
Financial Information
The financial information included in this release for periods prior to March 1, 2022 is derived from the financial statements and records of the Dental
and Spine businesses of Zimmer Biomet due to the fact that during such periods, ZimVie was still a wholly-owned subsidiary of, and operated under those businesses of, Zimmer Biomet.
Conference Call
ZimVie will host a conference call
today, February 28, 2024, at 4:30 p.m. ET to discuss its fourth quarter and full year 2023 financial results. To access the call, please register online at https://investor.zimvie.com/events-presentations/event-calendar. A live and
archived audio webcast will also be available on this site.
About ZimVie
ZimVie is a global life sciences leader in the dental and spine markets that develops, manufactures, and delivers a comprehensive portfolio of products and
solutions designed to support dental tooth replacement and restoration procedures and treat a wide range of spine pathologies. In March 2022 the company became an independent, publicly traded spin-off of the
dental and spine business units of Zimmer Biomet to breathe new life, dedicated energy, and strategic focus to its portfolio of trusted brands and products. From its headquarters in Westminster, Colorado, and additional facilities around the globe,
the company serves customers in over 70 countries worldwide with a robust offering of dental and spine solutions including differentiated product platforms supported by extensive clinical evidence. For more information about ZimVie, please visit us
at www.ZimVie.com. Follow @ZimVie on Twitter, Facebook, LinkedIn, or Instagram.
Note on Non-GAAP Financial Measures
This press release includes non-GAAP financial
measures that differ from financial measures calculated in accordance with U.S. generally accepted accounting principles (“GAAP”). These non-GAAP financial measures may not be comparable to similar
measures reported by other companies and should be considered in addition to, and not as a substitute for, or superior to, other measures prepared in accordance with GAAP.
Adjusted EBITDA is a non-GAAP financial measure provided in this release for certain periods, and is calculated by
excluding certain items from net loss from Continuing Operations or Discontinued Operations, as applicable, on a GAAP basis, as detailed in the reconciliations presented later in this press release. Adjusted EBITDA margin is Adjusted EBITDA divided
by third party net sales from Continuing Operations or Discontinued Operations, as applicable, for the applicable period.
Sales change information in
this release is presented on a GAAP (reported) basis and on a constant currency basis. Constant currency percentage changes exclude the effects of foreign currency exchange rates. They are calculated by translating current and prior-period sales
from Continuing Operations or Discontinued Operations, as applicable, at the same predetermined exchange rate. The translated results are then used to determine year-over-year percentage increases or decreases.
3
Net loss and diluted loss per share in this release are presented on a GAAP (reported) basis and on an
adjusted basis. Adjusted net income and adjusted diluted earnings per share exclude the effects of certain items, which are detailed in the reconciliations of these non-GAAP financial measures to the most
directly comparable GAAP financial measures presented later in this press release.
Reconciliations of these
non-GAAP measures to the most directly comparable GAAP financial measures are included in this press release.
Management uses non-GAAP financial measures internally to evaluate the performance of the business. Additionally,
management believes these non-GAAP measures provide meaningful incremental information to investors to consider when evaluating the performance of the company. Management believes these measures offer the
ability to make period-to-period comparisons that are not impacted by certain items that can cause dramatic changes in reported income but that do not impact the
fundamentals of our operations. The non-GAAP measures enable the evaluation of operating results and trend analysis by allowing a reader to better identify operating trends that may otherwise be masked or
distorted by these types of items that are excluded from the non-GAAP measures.
Forward-Looking Non-GAAP Financial Measures
This press release also includes certain forward-looking
non-GAAP financial measures for the quarter ending March 31, 2024 and the twelve-month period following the closing of the sale of the spine business. We calculate forward-looking non-GAAP financial measures based on internal forecasts that omit certain amounts that would be included in GAAP financial measures. We have not provided quantitative reconciliations of these forward-looking non-GAAP financial measures to the most directly comparable forward-looking GAAP financial measures because the excluded items are not available on a prospective basis without unreasonable efforts. For example, the
timing of certain transactions is difficult to predict because management’s plans may change. In addition, the company believes such reconciliations would imply a degree of precision and certainty that could be confusing to investors. It is
probable that these forward-looking non-GAAP financial measures may be materially different from the corresponding GAAP financial measures.
Cautionary Note Regarding Forward-Looking Statements
This press release contains forward-looking statements within the meaning of federal securities laws, including, among others, any statements about our
expectations, plans, intentions, strategies, or prospects. We generally use the words “may,” “will,” “expects,” “believes,” “anticipates,” “plans,” “estimates,”
“projects,” “assumes,” “guides,” “targets,” “forecasts,” “sees,” “seeks,” “should,” “could,” “would,” “predicts,” “potential,”
“strategy,” “future,” “opportunity,” “work toward,” “intends,” “guidance,” “confidence,” “positioned,” “design,” “strive,” “continue,”
“track,” “look forward to,” “optimistic” and similar expressions to identify forward-looking statements. All statements other than statements of historical or current fact are, or may be deemed to be forward-looking
statements. Such statements are based upon the current beliefs, expectations, and assumptions of management and are subject to significant risks, uncertainties, and changes in circumstances that could cause actual outcomes and results to differ
materially from the forward-looking statements. These risks, uncertainties and changes in circumstances include, but are not limited to: uncertainties as to the timing of the sale of our spine business and the risk that the transaction may not be
completed in a timely manner or at all; the possibility that any or all of the conditions to the consummation of the sale of our spine business may not be satisfied or waived; the effect of the announcement or pendency of the transaction on our
ability to retain and hire key personnel and to maintain relationships with customers, suppliers and other business partners; management’s attention being diverted from our ongoing business operations due to the sale of our spine business;
uncertainties and matters related to the sale of our spine business beyond the control of management; dependence on new product development, technological advances and innovation; shifts in the product category or regional sales mix of our products
and services; supply and prices of raw materials and products; pricing pressures from competitors, customers, dental practices and insurance providers; changes in customer demand for our products and services caused by demographic changes or other
factors; challenges relating to changes in and compliance with governmental laws and regulations affecting our U.S. and international businesses, including regulations of the U.S. Food and Drug Administration and foreign government regulators, such
as more stringent requirements for regulatory clearance of products; competition; the impact of healthcare reform measures; reductions in reimbursement levels by third-party payors; cost containment efforts sponsored by government agencies,
legislative bodies, the private sector and healthcare group purchasing organizations, including the volume-based procurement process in China; control of costs and expenses; dependence on a limited
4
number of suppliers for key raw materials and outsourced activities; the ability to obtain and maintain adequate intellectual property protection; breaches or failures of our information
technology systems or products, including by cyberattack, unauthorized access or theft; the ability to retain the independent agents and distributors who market our products; our ability to attract, retain and develop the highly skilled employees we
need to support our business; the effect of mergers and acquisitions on our relationships with customers, suppliers and lenders and on our operating results and businesses generally; a determination by the Internal Revenue Service that the
distribution or certain related transactions should be treated as taxable transactions; financing transactions undertaken in connection with the separation and risks associated with additional indebtedness; the impact of the separation on our
businesses and the risk that the separation and the results thereof may be more difficult, time-consuming and/or costly than expected, which could impact our relationships with customers, suppliers, employees and other business counterparties;
restrictions on activities following the distribution in order to preserve the tax-free treatment of the distribution; the ability to form and implement alliances; changes in tax obligations arising from tax
reform measures, including European Union rules on state aid, or examinations by tax authorities; product liability, intellectual property and commercial litigation losses; changes in general industry and market conditions, including domestic and
international growth rates; changes in general domestic and international economic conditions, including inflation and interest rate and currency exchange rate fluctuations; the effects of the COVID-19 global
pandemic and other adverse public health developments on the global economy, our business and operations and the business and operations of our suppliers and customers, including the deferral of elective procedures and our ability to collect
accounts receivable; and the impact of the ongoing financial and political uncertainty on countries in the Euro zone on the ability to collect accounts receivable in affected countries. You are cautioned not to rely on these forward-looking
statements, since there can be no assurance that these forward-looking statements will prove to be accurate. Forward-looking statements speak only as of the date they are made, and we expressly disclaim any intention or obligation to update or
revise any forward-looking statements, whether as a result of new information, future events, or otherwise.
Media Contact Information:
ZimVie
Laura Driscoll •
Laura.Driscoll@ZimVie.com
(774) 284-1606
Investor Contact Information:
Gilmartin Group LLC
Marissa Bych • Marissa@gilmartinir.com
5
ZIMVIE INC.
CONSOLIDATED STATEMENT OF OPERATIONS
(in thousands, except per share data)
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(unaudited) |
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| |
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For the Three Months
Ended December 31, |
|
|
For the Years Ended
December 31, |
|
| |
|
2023 |
|
|
2022 |
|
|
2023 |
|
|
2022 |
|
| Net Sales |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Third party, net |
|
$ |
113,066 |
|
|
$ |
115,798 |
|
|
$ |
457,197 |
|
|
$ |
459,681 |
|
| Related party, net |
|
|
— |
|
|
|
747 |
|
|
|
236 |
|
|
|
3,611 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Total Net Sales |
|
|
113,066 |
|
|
|
116,545 |
|
|
|
457,433 |
|
|
|
463,292 |
|
| Cost of products sold, excluding intangible asset amortization |
|
|
(42,573 |
) |
|
|
(42,197 |
) |
|
|
(166,819 |
) |
|
|
(165,960 |
) |
| Related party cost of products sold, excluding intangible asset amortization |
|
|
— |
|
|
|
(731 |
) |
|
|
(231 |
) |
|
|
(3,386 |
) |
| Intangible asset amortization |
|
|
(6,134 |
) |
|
|
(6,599 |
) |
|
|
(26,512 |
) |
|
|
(26,982 |
) |
| Research and development |
|
|
(6,893 |
) |
|
|
(6,993 |
) |
|
|
(26,162 |
) |
|
|
(31,147 |
) |
| Selling, general and administrative |
|
|
(62,909 |
) |
|
|
(66,820 |
) |
|
|
(248,964 |
) |
|
|
(253,158 |
) |
| Restructuring and other cost reduction initiatives |
|
|
717 |
|
|
|
(1,545 |
) |
|
|
(4,489 |
) |
|
|
(2,559 |
) |
| Acquisition, integration, divestiture and related |
|
|
(10,548 |
) |
|
|
(4,221 |
) |
|
|
(15,195 |
) |
|
|
(26,587 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Operating expenses |
|
|
(128,340 |
) |
|
|
(129,106 |
) |
|
|
(488,372 |
) |
|
|
(509,779 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Operating Loss |
|
|
(15,274 |
) |
|
|
(12,562 |
) |
|
|
(30,939 |
) |
|
|
(46,487 |
) |
| Other income, net |
|
|
1,515 |
|
|
|
2,631 |
|
|
|
326 |
|
|
|
2,857 |
|
| Interest expense, net |
|
|
(4,976 |
) |
|
|
(3,599 |
) |
|
|
(20,234 |
) |
|
|
(10,870 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Loss from continuing operations before income taxes |
|
|
(18,735 |
) |
|
|
(13,530 |
) |
|
|
(50,847 |
) |
|
|
(54,500 |
) |
| (Provision) benefit for income taxes from continuing operations |
|
|
(3,428 |
) |
|
|
(1,822 |
) |
|
|
(5,202 |
) |
|
|
7,596 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Net Loss from Continuing Operations of ZimVie Inc. |
|
|
(22,163 |
) |
|
|
(15,352 |
) |
|
|
(56,049 |
) |
|
|
(46,904 |
) |
| Loss from discontinued operations, net of tax |
|
|
(312,689 |
) |
|
|
(14,992 |
) |
|
|
(337,233 |
) |
|
|
(16,977 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Net Loss of ZimVie Inc. |
|
$ |
(334,852 |
) |
|
$ |
(30,344 |
) |
|
$ |
(393,282 |
) |
|
$ |
(63,881 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Basic Loss Per Common Share: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Continuing operations |
|
$ |
(0.83 |
) |
|
$ |
(0.59 |
) |
|
$ |
(2.12 |
) |
|
$ |
(1.80 |
) |
| Discontinued operations |
|
|
(11.76 |
) |
|
|
(0.57 |
) |
|
|
(12.75 |
) |
|
|
(0.65 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Net Loss |
|
$ |
(12.59 |
) |
|
$ |
(1.16 |
) |
|
$ |
(14.87 |
) |
|
$ |
(2.45 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Diluted Loss Per Common Share |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Continuing operations |
|
$ |
(0.83 |
) |
|
$ |
(0.59 |
) |
|
$ |
(2.12 |
) |
|
$ |
(1.80 |
) |
| Discontinued operations |
|
|
(11.76 |
) |
|
|
(0.57 |
) |
|
|
(12.75 |
) |
|
|
(0.65 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Net Loss |
|
$ |
(12.59 |
) |
|
$ |
(1.16 |
) |
|
$ |
(14.87 |
) |
|
$ |
(2.45 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
6
ZIMVIE INC.
CONSOLIDATED BALANCE SHEETS
(in thousands, except per share data)
|
|
|
|
|
|
|
|
|
| |
|
As of December 31, |
|
| |
|
2023 |
|
|
2022 |
|
| ASSETS |
|
|
|
|
|
|
|
|
| Current Assets: |
|
|
|
|
|
|
|
|
| Cash and cash equivalents |
|
$ |
71,511 |
|
|
$ |
68,275 |
|
| Accounts receivable, less allowance for credit losses |
|
|
65,168 |
|
|
|
67,031 |
|
| Related party receivable |
|
|
— |
|
|
|
3,154 |
|
| Inventories |
|
|
79,600 |
|
|
|
77,425 |
|
| Prepaid expenses and other current assets |
|
|
23,825 |
|
|
|
28,340 |
|
| Current assets of discontinued operations |
|
|
242,773 |
|
|
|
293,638 |
|
|
|
|
|
|
|
|
|
|
| Total Current Assets |
|
|
482,877 |
|
|
|
537,863 |
|
| Property, plant and equipment, net |
|
|
54,167 |
|
|
|
58,500 |
|
| Goodwill |
|
|
262,111 |
|
|
|
259,999 |
|
| Intangible assets, net |
|
|
114,354 |
|
|
|
138,685 |
|
| Other assets |
|
|
26,747 |
|
|
|
17,377 |
|
| Noncurrent assets of discontinued operations |
|
|
265,089 |
|
|
|
629,632 |
|
|
|
|
|
|
|
|
|
|
| Total Assets |
|
$ |
1,205,345 |
|
|
$ |
1,642,056 |
|
|
|
|
|
|
|
|
|
|
| LIABILITIES AND EQUITY |
|
|
|
|
|
|
|
|
| Current Liabilities: |
|
|
|
|
|
|
|
|
| Accounts payable |
|
$ |
27,785 |
|
|
$ |
26,498 |
|
| Related party payable |
|
|
— |
|
|
|
2,632 |
|
| Income taxes payable |
|
|
2,863 |
|
|
|
13,769 |
|
| Other current liabilities |
|
|
67,108 |
|
|
|
78,879 |
|
| Current liabilities of discontinued operations |
|
|
75,858 |
|
|
|
95,531 |
|
|
|
|
|
|
|
|
|
|
| Total Current Liabilities |
|
|
173,614 |
|
|
|
217,309 |
|
| Deferred income taxes |
|
|
265 |
|
|
|
2,152 |
|
| Lease liability |
|
|
9,080 |
|
|
|
9,960 |
|
| Other long-term liabilities |
|
|
9,055 |
|
|
|
8,925 |
|
| Non-current portion of debt |
|
|
508,797 |
|
|
|
532,233 |
|
| Noncurrent liabilities of discontinued operations |
|
|
95,041 |
|
|
|
112,873 |
|
|
|
|
|
|
|
|
|
|
| Total Liabilities |
|
|
795,852 |
|
|
|
883,452 |
|
|
|
|
|
|
|
|
|
|
| Commitments and Contingencies (Note 16) |
|
|
|
|
|
|
|
|
| Stockholders’ Equity: |
|
|
|
|
|
|
|
|
| Common stock, $0.01 par value, 150,000 shares authorized
Shares, issued and outstanding, of
27,076 and 26,222, respectively |
|
|
271 |
|
|
|
262 |
|
| Preferred stock, $0.01 par value, 15,000 shares authorized, 0 shares issued and
outstanding |
|
|
— |
|
|
|
— |
|
| Additional paid in capital |
|
|
922,996 |
|
|
|
897,028 |
|
| Accumulated deficit |
|
|
(440,814 |
) |
|
|
(47,532 |
) |
| Accumulated other comprehensive loss |
|
|
(72,960 |
) |
|
|
(91,154 |
) |
|
|
|
|
|
|
|
|
|
| Total Stockholders’ Equity |
|
|
409,493 |
|
|
|
758,604 |
|
|
|
|
|
|
|
|
|
|
| Total Liabilities and Stockholders’ Equity |
|
$ |
1,205,345 |
|
|
$ |
1,642,056 |
|
|
|
|
|
|
|
|
|
|
7
ZIMVIE INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
|
|
|
|
|
|
|
|
|
| |
|
For the Years Ended
December 31, |
|
| |
|
2023 |
|
|
2022 |
|
| Cash flows provided by operating activities: |
|
|
|
|
|
|
|
|
| Net loss of ZimVie Inc. |
|
$ |
(393,282 |
) |
|
$ |
(63,881 |
) |
| Adjustments to reconcile net loss to net cash provided by operating activities: |
|
|
|
|
|
|
|
|
| Depreciation and amortization |
|
|
121,686 |
|
|
|
122,789 |
|
| Share-based compensation |
|
|
27,020 |
|
|
|
30,289 |
|
| Deferred income tax provision |
|
|
(17,088 |
) |
|
|
(70,422 |
) |
| Loss on disposal of fixed assets |
|
|
2,996 |
|
|
|
3,358 |
|
| Other non-cash items |
|
|
3,245 |
|
|
|
1,172 |
|
| Write-down of spine disposal group to fair value (Note 3) |
|
|
289,456 |
|
|
|
— |
|
| Changes in operating assets and liabilities, net of acquired assets and liabilities: |
|
|
|
|
|
|
|
|
| Income taxes |
|
|
(15,054 |
) |
|
|
5,485 |
|
| Accounts receivable |
|
|
21,083 |
|
|
|
(26,156 |
) |
| Related party receivables |
|
|
8,483 |
|
|
|
(8,483 |
) |
| Inventories |
|
|
25,446 |
|
|
|
10,210 |
|
| Prepaid expenses and other current assets |
|
|
5,340 |
|
|
|
(19,951 |
) |
| Accounts payable and accrued liabilities |
|
|
(24,759 |
) |
|
|
21,842 |
|
| Related party payable |
|
|
(13,176 |
) |
|
|
13,176 |
|
| Other assets and liabilities |
|
|
(4,248 |
) |
|
|
5,200 |
|
|
|
|
|
|
|
|
|
|
| Net cash provided by operating activities |
|
|
37,148 |
|
|
|
24,628 |
|
|
|
|
|
|
|
|
|
|
| Cash flows used in investing activities: |
|
|
|
|
|
|
|
|
| Additions to instruments |
|
|
(5,978 |
) |
|
|
(10,089 |
) |
| Additions to other property, plant and equipment |
|
|
(6,509 |
) |
|
|
(16,457 |
) |
| Other investing activities |
|
|
(2,687 |
) |
|
|
(2,117 |
) |
|
|
|
|
|
|
|
|
|
| Net cash used in investing activities |
|
|
(15,174 |
) |
|
|
(28,663 |
) |
|
|
|
|
|
|
|
|
|
| Cash flows (used in) provided by financing activities: |
|
|
|
|
|
|
|
|
| Net transactions with Zimmer Biomet |
|
|
— |
|
|
|
6,920 |
|
| Dividend paid to Zimmer Biomet |
|
|
— |
|
|
|
(540,567 |
) |
| Proceeds from debt |
|
|
4,760 |
|
|
|
595,000 |
|
| Payments on debt |
|
|
(29,304 |
) |
|
|
(58,544 |
) |
| Debt issuance costs |
|
|
— |
|
|
|
(5,170 |
) |
| Payments related to tax withholding for share-based compensation |
|
|
(3,402 |
) |
|
|
— |
|
| Proceeds from stock option activity |
|
|
2,280 |
|
|
|
1,059 |
|
| Other financing activities |
|
|
— |
|
|
|
(5 |
) |
|
|
|
|
|
|
|
|
|
| Net cash (used in) provided by financing activities |
|
|
(25,666 |
) |
|
|
(1,307 |
) |
|
|
|
|
|
|
|
|
|
| Effect of exchange rates on cash and cash equivalents |
|
|
1,859 |
|
|
|
(5,456 |
) |
|
|
|
|
|
|
|
|
|
| (Decrease) increase in cash and cash equivalents |
|
|
(1,833 |
) |
|
|
(10,798 |
) |
| Cash and cash equivalents, beginning of year |
|
|
89,601 |
|
|
|
100,399 |
|
|
|
|
|
|
|
|
|
|
| Cash and cash equivalents, end of period |
|
$ |
87,768 |
|
|
$ |
89,601 |
|
|
|
|
|
|
|
|
|
|
| Presentation includes cash of both continuing and discontinued operations |
|
|
|
|
|
|
|
|
| Supplemental cash flow information: |
|
|
|
|
|
|
|
|
| Income taxes paid, net |
|
$ |
20,152 |
|
|
$ |
25,730 |
|
| Interest paid |
|
|
37,709 |
|
|
|
17,283 |
|
| Derecognition of
right-of-use assets |
|
|
(1,222 |
) |
|
|
(14,174 |
) |
| Derecognition of lease liabilities |
|
|
1,225 |
|
|
|
15,303 |
|
8
Net Sales Continuing Operations and Discontinued Operations ($ in thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
For the Three Months Ended
December 31, |
|
|
|
|
|
|
|
|
|
|
| |
|
2023 |
|
|
2022 |
|
|
Change (%) |
|
|
Foreign
Exchange
Impact |
|
|
Constant
Currency %
Change |
|
| United States |
|
$ |
65,383 |
|
|
$ |
67,535 |
|
|
|
-3.2 |
% |
|
|
0.0 |
% |
|
|
-3.2 |
% |
| International |
|
|
47,683 |
|
|
|
48,263 |
|
|
|
-1.2 |
% |
|
|
2.9 |
% |
|
|
-4.1 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Total Dental Third Party Sales (Continuing Operations of ZimVie Inc.) |
|
|
113,066 |
|
|
|
115,798 |
|
|
|
-2.4 |
% |
|
|
1.2 |
% |
|
|
-3.6 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Related Party Net Sales |
|
|
— |
|
|
|
747 |
|
|
|
-100.0 |
% |
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Total Dental Net Sales (Continuing Operations of ZimVie Inc.) |
|
$ |
113,066 |
|
|
$ |
116,545 |
|
|
|
-3.0 |
% |
|
|
1.2 |
% |
|
|
-4.2 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| United States |
|
$ |
81,528 |
|
|
$ |
90,902 |
|
|
|
-10.3 |
% |
|
|
0.0 |
% |
|
|
-10.3 |
% |
| International |
|
|
18,927 |
|
|
|
21,465 |
|
|
|
-11.8 |
% |
|
|
0.1 |
% |
|
|
-11.9 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Total Spine Third Party Sales (Discontinued Operations) |
|
|
100,455 |
|
|
|
112,367 |
|
|
|
-10.6 |
% |
|
|
0.0 |
% |
|
|
-10.6 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Related Party Net Sales |
|
|
— |
|
|
|
208 |
|
|
|
-100.0 |
% |
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Total Spine Net Sales (Discontinued Operations) |
|
$ |
100,455 |
|
|
$ |
112,575 |
|
|
|
-10.8 |
% |
|
|
0.0 |
% |
|
|
-10.8 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
For the Twelve Months Ended
December 31, |
|
|
|
|
|
|
|
|
|
|
| |
|
2023 |
|
|
2022 |
|
|
Change (%) |
|
|
Foreign
Exchange
Impact |
|
|
Constant
Currency %
Change |
|
| United States |
|
$ |
269,557 |
|
|
$ |
272,726 |
|
|
|
-1.2 |
% |
|
|
0.0 |
% |
|
|
-1.2 |
% |
| International |
|
|
187,640 |
|
|
|
186,955 |
|
|
|
0.4 |
% |
|
|
0.1 |
% |
|
|
0.3 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Total Dental Third Party Sales (Continuing Operations of ZimVie Inc.) |
|
|
457,197 |
|
|
|
459,681 |
|
|
|
-0.5 |
% |
|
|
0.0 |
% |
|
|
-0.6 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Related Party Net Sales |
|
|
236 |
|
|
|
3,611 |
|
|
|
-93.5 |
% |
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Total Dental Net Sales (Continuing Operations of ZimVie Inc.) |
|
$ |
457,433 |
|
|
$ |
463,292 |
|
|
|
-1.3 |
% |
|
|
0.1 |
% |
|
|
-1.4 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| United States |
|
$ |
327,343 |
|
|
$ |
357,416 |
|
|
|
-8.4 |
% |
|
|
0.0 |
% |
|
|
-8.4 |
% |
| International |
|
|
81,838 |
|
|
|
92,390 |
|
|
|
-11.4 |
% |
|
|
0.6 |
% |
|
|
-12.0 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Total Spine Third Party Sales (Discontinued Operations) |
|
|
409,181 |
|
|
|
449,806 |
|
|
|
-9.0 |
% |
|
|
0.1 |
% |
|
|
-9.2 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Related Party Net Sales |
|
|
103 |
|
|
|
764 |
|
|
|
-86.5 |
% |
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Total Spine Net Sales (Discontinued Operations) |
|
$ |
409,284 |
|
|
$ |
450,570 |
|
|
|
-9.2 |
% |
|
|
0.2 |
% |
|
|
-9.4 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
9
Continuing Operations Q4 FY23 (in thousands, except per share data)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
For the Three Months Ended December 31, 2023 |
|
| |
|
Net Sales |
|
|
Cost of
products sold,
excluding
intangible asset
amortization |
|
|
Operating
expenses,
excluding
cost of
products sold |
|
|
Operating
(Loss) Income |
|
|
Net (Loss)
Income |
|
|
Diluted EPS |
|
| Continuing Operations of ZimVie Inc. |
|
$ |
113,066 |
|
|
$ |
(42,573 |
) |
|
$ |
(85,767 |
) |
|
$ |
(15,274 |
) |
|
$ |
(22,163 |
) |
|
$ |
(0.83 |
) |
| Restructuring and other cost reduction initiatives [1] |
|
|
— |
|
|
|
— |
|
|
|
(717 |
) |
|
|
(717 |
) |
|
|
(717 |
) |
|
|
(0.03 |
) |
| Acquisition, integration, divestiture and related [2] |
|
|
— |
|
|
|
— |
|
|
|
10,548 |
|
|
|
10,548 |
|
|
|
10,548 |
|
|
|
0.41 |
|
| European union medical device regulation [3] |
|
|
— |
|
|
|
— |
|
|
|
347 |
|
|
|
347 |
|
|
|
347 |
|
|
|
0.01 |
|
| Other charges [4] |
|
|
— |
|
|
|
278 |
|
|
|
286 |
|
|
|
564 |
|
|
|
564 |
|
|
|
0.02 |
|
| Intangible asset amortization |
|
|
— |
|
|
|
— |
|
|
|
6,134 |
|
|
|
6,134 |
|
|
|
6,134 |
|
|
|
0.23 |
|
| Spin-related share-based compensation expense [5] |
|
|
— |
|
|
|
— |
|
|
|
5,335 |
|
|
|
5,335 |
|
|
|
5,335 |
|
|
|
0.20 |
|
| Tax effect of above adjustments & other [6] |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
2,524 |
|
|
|
0.09 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Adjusted |
|
$ |
113,066 |
|
|
$ |
(42,295 |
) |
|
$ |
(63,834 |
) |
|
$ |
6,937 |
|
|
$ |
2,572 |
|
|
$ |
0.10 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| [1] |
In April 2023, we initiated restructuring activities to better position our organization for future success
based on the current business environment, and in July 2023, we took additional actions. The expenses incurred were primarily related to severance and professional fees. In June 2022 we initiated a restructuring plan and the expenses incurred were
primarily related to employee termination benefits. |
| [2] |
Acquisition, integration, divestiture, and related expenses include costs incurred to prepare for and complete
the separation from our former parent (such as professional fees, transition services agreements, costs to stand up our corporate organization and infrastructure), changes in the fair value of contingent consideration for acquisitions closed prior
to the separation date and costs related to the evaluation of strategic options for our portfolio. Acquisition, integration, divestiture and related expenses increased by $6.3 million in 4Q 2023 compared to 4Q 2022, due primarily to increased
costs related to the pending sale of our spine segment ($10.1 million), partially offset by decreases in separation-related professional fees ($2.0 million), separation-related employee costs ($0.3 million) and separation-related lease costs ($0.1
million). |
| [3] |
Expenses incurred for initial compliance with the European Union (“EU”) Medical Device Regulation
(“MDR”) for previously-approved products. |
| [4] |
Inventory write-offs resulting from restructuring activities and property, plant, and equipment step-up amortization from prior acquisitions. |
| [5] |
Spin-related share-based compensation expense from grants provided due to the successful separation from Zimmer
Biomet, including the impact of accelerating the vesting of these awards in Q4 2023. |
| [6] |
Reflects the tax effect of the adjustments from reported to adjusted, as well as an adjustment for
management’s expectation of ZimVie’s statutory tax rate based on current tax law and adjusted pre-tax income. |
10
Continuing Operations Q4 FY22 (in thousands, except per share data)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
For the Three Months Ended December 31, 2022 |
|
| |
|
Net Sales |
|
|
Cost of
products sold,
excluding
intangible asset
amortization |
|
|
Operating
expenses,
excluding
cost of
products sold |
|
|
Operating
(Loss) Income |
|
|
Net (Loss)
Income |
|
|
Diluted EPS |
|
| Continuing Operations of ZimVie Inc. |
|
$ |
116,545 |
|
|
$ |
(42,928 |
) |
|
$ |
(86,178 |
) |
|
$ |
(12,561 |
) |
|
$ |
(15,352 |
) |
|
$ |
(0.59 |
) |
| Restructuring and other cost reduction initiatives [1] |
|
|
— |
|
|
|
— |
|
|
|
1,545 |
|
|
|
1,545 |
|
|
|
1,545 |
|
|
|
0.06 |
|
| Acquisition, integration, divestiture and related [2] |
|
|
— |
|
|
|
— |
|
|
|
4,221 |
|
|
|
4,221 |
|
|
|
4,221 |
|
|
|
0.16 |
|
| European union medical device regulation [3] |
|
|
— |
|
|
|
— |
|
|
|
1,005 |
|
|
|
1,005 |
|
|
|
1,005 |
|
|
|
0.04 |
|
| Intangible asset amortization |
|
|
— |
|
|
|
— |
|
|
|
6,599 |
|
|
|
6,599 |
|
|
|
6,599 |
|
|
|
0.25 |
|
| Related party |
|
|
(747 |
) |
|
|
731 |
|
|
|
— |
|
|
|
(16 |
) |
|
|
(16 |
) |
|
|
— |
|
| Spin-related share-based compensation expense [4] |
|
|
— |
|
|
|
— |
|
|
|
856 |
|
|
|
856 |
|
|
|
856 |
|
|
|
0.03 |
|
| Other charges [5] |
|
|
— |
|
|
|
1,875 |
|
|
|
— |
|
|
|
1,875 |
|
|
|
1,875 |
|
|
|
0.07 |
|
| Tax effect of above adjustments & other [6] |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
1,158 |
|
|
|
0.05 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Adjusted |
|
$ |
115,798 |
|
|
$ |
(40,322 |
) |
|
$ |
(71,952 |
) |
|
$ |
3,524 |
|
|
$ |
1,891 |
|
|
$ |
0.07 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| [1] |
In June 2022 we initiated a restructuring plan and the expenses incurred were primarily related to employee
termination benefits. |
| [2] |
Acquisition, integration, divestiture, and related expenses include costs incurred to prepare for and complete
the separation from our former parent (such as professional fees, transition services agreements, costs to stand up our corporate organization and infrastructure), changes in the fair value of contingent consideration for acquisitions closed prior
to the separation date and costs related to the evaluation of strategic options for our portfolio. Acquisition, integration, divestiture and related expenses decreased by $6.1 million in 4Q 2022 compared to 4Q 2021, due primarily to decreases
in separation-related employee costs ($3.9 million) and separation-related lease costs ($0.5 million). |
| [3] |
Expenses incurred for initial compliance with the EU MDR for previously-approved
products. |
| [4] |
Spin-related share-based compensation expense from grants provided due to the successful separation from Zimmer
Biomet. |
| [5] |
Expenses captured through allocations made for purposes of the GAAP
carve-out financial statement results. |
| [6] |
Reflects the tax effect of the adjustments from reported to adjusted, as well as an adjustment for
management’s expectation of ZimVie’s statutory tax rate based on current tax law and adjusted pre-tax income. |
11
Continuing Operations FY23 (in thousands, except per share data)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
For the Twelve Months Ended December 31, 2023 |
|
| |
|
Net Sales |
|
|
Cost of
products sold,
excluding
intangible asset
amortization |
|
|
Operating
expenses,
excluding
cost of
products sold |
|
|
Operating
(Loss) Income |
|
|
Net (Loss)
Income |
|
|
Diluted EPS |
|
| Continuing Operations of ZimVie Inc. |
|
$ |
457,433 |
|
|
$ |
(167,050 |
) |
|
$ |
(321,322 |
) |
|
$ |
(30,939 |
) |
|
$ |
(56,049 |
) |
|
$ |
(2.12 |
) |
| Restructuring and other cost reduction initiatives [1] |
|
|
— |
|
|
|
— |
|
|
|
4,489 |
|
|
|
4,489 |
|
|
|
4,489 |
|
|
|
0.17 |
|
| Acquisition, integration, divestiture and related [2] |
|
|
— |
|
|
|
— |
|
|
|
15,195 |
|
|
|
15,195 |
|
|
|
15,195 |
|
|
|
0.57 |
|
| European union medical device regulation [3] |
|
|
— |
|
|
|
— |
|
|
|
2,574 |
|
|
|
2,574 |
|
|
|
2,574 |
|
|
|
0.10 |
|
| Related party |
|
|
(236 |
) |
|
|
231 |
|
|
|
— |
|
|
|
(5 |
) |
|
|
(5 |
) |
|
|
— |
|
| Other charges [4] |
|
|
— |
|
|
|
1,143 |
|
|
|
1,145 |
|
|
|
2,288 |
|
|
|
2,288 |
|
|
|
0.09 |
|
| Intangible asset amortization |
|
|
— |
|
|
|
— |
|
|
|
26,512 |
|
|
|
26,512 |
|
|
|
26,512 |
|
|
|
1.00 |
|
| Spin-related share-based compensation expense [5] |
|
|
— |
|
|
|
— |
|
|
|
7,679 |
|
|
|
7,679 |
|
|
|
7,679 |
|
|
|
0.29 |
|
| Tax effect of above adjustments & other [6] |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
3,152 |
|
|
|
0.12 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Adjusted |
|
$ |
457,197 |
|
|
$ |
(165,676 |
) |
|
$ |
(263,728 |
) |
|
$ |
27,793 |
|
|
$ |
5,835 |
|
|
$ |
0.22 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| [1] |
In April 2023, we initiated restructuring activities to better position our organization for future success
based on the current business environment, and in July 2023, we took additional actions. The expenses incurred under this plan were primarily related to severance and professional fees. In June 2022 we initiated restructuring plans and the expenses
incurred were primarily related to employee termination benefits. |
| [2] |
Acquisition, integration, divestiture, and related expenses include costs incurred to prepare for and complete
the separation from our former parent (such as professional fees, transition services agreements, costs to stand up our corporate organization and infrastructure), changes in the fair value of contingent consideration for acquisitions closed prior
to the separation date and costs related to the evaluation of strategic options for our portfolio. Acquisition, integration, divestiture and related expenses decreased by $11.4 million in 2023 compared to 2022, due primarily to decreases in
separation-related professional fees ($8.2 million), separation-related employee costs ($5.3 million), separation-related lease costs ($3.2 million) and contingent consideration ($2.8 million), partially offset by increased costs related to the
pending sale of our spine segment ($11.6 million). |
| [3] |
Expenses incurred for initial compliance with the EU MDR for previously-approved
products. |
| [4] |
Inventory write-offs resulting from restructuring activities and property, plant, and equipment step-up amortization from prior acquisitions. |
| [5] |
Spin-related share-based compensation expense from grants provided due to the successful separation from Zimmer
Biomet, including the impact of accelerating the vesting of these awards in Q4 2023. |
| [6] |
Reflects the tax effect of the adjustments from reported to adjusted, as well as an adjustment for
management’s expectation of ZimVie’s statutory tax rate based on current tax law and adjusted pre-tax income. |
12
Continuing Operations FY22 (in thousands, except per share data)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
For the Twelve Months Ended December 31, 2022 |
|
| |
|
Net Sales |
|
|
Cost of
products sold,
excluding
intangible asset
amortization |
|
|
Operating
expenses,
excluding
cost of
products sold |
|
|
Operating (Loss)
Income |
|
|
Net (Loss)
Income |
|
|
Diluted EPS |
|
| Continuing Operations of ZimVie Inc. |
|
$ |
463,292 |
|
|
$ |
(169,346 |
) |
|
$ |
(340,433 |
) |
|
$ |
(46,487 |
) |
|
$ |
(46,904 |
) |
|
$ |
(1.80 |
) |
| Pre vs. post-spin Cost Structure Differences [1] |
|
|
— |
|
|
|
— |
|
|
|
5,271 |
|
|
|
5,271 |
|
|
|
5,271 |
|
|
|
0.20 |
|
| Restructuring and other cost reduction initiatives [2] |
|
|
— |
|
|
|
— |
|
|
|
2,559 |
|
|
|
2,559 |
|
|
|
2,559 |
|
|
|
0.10 |
|
| Acquisition, integration, divestiture and related [3] |
|
|
— |
|
|
|
— |
|
|
|
26,587 |
|
|
|
26,587 |
|
|
|
26,587 |
|
|
|
1.02 |
|
| European union medical device regulation [4] |
|
|
— |
|
|
|
— |
|
|
|
3,146 |
|
|
|
3,146 |
|
|
|
3,146 |
|
|
|
0.12 |
|
| Intangible asset amortization |
|
|
— |
|
|
|
— |
|
|
|
26,982 |
|
|
|
26,982 |
|
|
|
26,982 |
|
|
|
1.03 |
|
| Related party |
|
|
(3,611 |
) |
|
|
3,386 |
|
|
|
— |
|
|
|
(225 |
) |
|
|
(225 |
) |
|
|
(0.01 |
) |
| Spin-related share-based compensation expense [5] |
|
|
— |
|
|
|
1,331 |
|
|
|
10,386 |
|
|
|
11,717 |
|
|
|
11,717 |
|
|
|
0.45 |
|
| Tax effect of above adjustments & other [6] |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(13,196 |
) |
|
|
(0.50 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Adjusted |
|
$ |
459,681 |
|
|
$ |
(164,629 |
) |
|
$ |
(265,502 |
) |
|
$ |
29,550 |
|
|
$ |
15,937 |
|
|
$ |
0.61 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| [1] |
Reflects certain items captured in the GAAP carve-out financial
statements that have not continued post-spin, including, but not limited to, facilities that did not convey with ZimVie in the spin, redundant personnel costs incurred as a result of the spin, and the difference between the pre-spin allocations of Zimmer Biomet’s corporate costs in accordance with GAAP, versus the expected post-spin corporate costs for ZimVie. |
| [2] |
In June 2022 we initiated restructuring plans and the expenses incurred were primarily related to employee
termination benefits. |
| [3] |
Acquisition, integration, divestiture, and related expenses include costs incurred to prepare for and complete
the separation from our former parent (such as professional fees, transition services agreements, costs to stand up our corporate organization and infrastructure), changes in the fair value of contingent consideration for acquisitions closed prior
to the separation date and costs related to the evaluation of strategic options for our portfolio. Acquisition, integration, divestiture and related expenses increased by $15.6 million in 2022 compared to 2021, due primarily to increases in
separation-related professional fees ($7.9 million), separation-related employee costs ($2.7 million), separation-related lease costs ($2.7 million) and contingent consideration ($1.3 million). |
| [4] |
Expenses incurred for initial compliance with the EU MDR for previously-approved
products. |
| [5] |
Spin-related share-based compensation expense from grants provided due to the successful separation from Zimmer
Biomet. |
| [6] |
Reflects the tax effect of the adjustments from reported to adjusted, as well as an adjustment for
management’s expectation of ZimVie’s statutory tax rate based on current tax law and adjusted pre-tax income. |
13
Reconciliation of Adjusted EBITDA ($ in thousands) – Continuing Operations
RECONCILIATION OF ADJUSTED EBITDA ($ in thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
For the Three Months Ended
December 31, |
|
|
For the Twelve Months Ended
December 31, |
|
| Continuing Operations of ZimVie Inc. |
|
2023 |
|
|
2022 |
|
|
2023 |
|
|
2022 |
|
| Net Sales |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Total Third Party Sales |
|
$ |
113,066 |
|
|
$ |
115,798 |
|
|
$ |
457,197 |
|
|
$ |
459,681 |
|
| Related Party Sales |
|
|
— |
|
|
|
747 |
|
|
|
236 |
|
|
|
3,611 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Total Net Sales |
|
$ |
113,066 |
|
|
$ |
116,545 |
|
|
$ |
457,433 |
|
|
$ |
463,292 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Net Loss |
|
$ |
(22,163 |
) |
|
$ |
(15,352 |
) |
|
$ |
(56,049 |
) |
|
$ |
(46,904 |
) |
| Interest expense, net |
|
|
4,976 |
|
|
|
3,599 |
|
|
|
20,234 |
|
|
|
10,870 |
|
| Income tax benefit (provision) |
|
|
3,428 |
|
|
|
1,822 |
|
|
|
5,202 |
|
|
|
(7,596 |
) |
| Depreciation and amortization |
|
|
7,908 |
|
|
|
9,017 |
|
|
|
34,507 |
|
|
|
37,198 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| EBITDA |
|
|
(5,851 |
) |
|
|
(914 |
) |
|
|
3,894 |
|
|
|
(6,432 |
) |
| Share-based compensation |
|
|
9,316 |
|
|
|
4,660 |
|
|
|
23,476 |
|
|
|
25,821 |
|
| Restructuring and other cost reduction initiatives [1] |
|
|
(717 |
) |
|
|
1,545 |
|
|
|
4,489 |
|
|
|
2,559 |
|
| Acquisition, integration, divestiture and related [2] |
|
|
10,548 |
|
|
|
4,221 |
|
|
|
15,195 |
|
|
|
26,587 |
|
| Related party loss |
|
|
— |
|
|
|
(16 |
) |
|
|
(5 |
) |
|
|
(225 |
) |
| European union medical device regulation [3] |
|
|
347 |
|
|
|
1,005 |
|
|
|
2,574 |
|
|
|
3,146 |
|
| Pre vs. post-spin Cost Structure Differences [4] |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
5,271 |
|
| Other charges [5] |
|
|
278 |
|
|
|
1,875 |
|
|
|
1,143 |
|
|
|
336 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Adjusted EBITDA |
|
$ |
13,921 |
|
|
$ |
12,376 |
|
|
$ |
50,766 |
|
|
$ |
57,063 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Net Loss Margin [6] |
|
|
-19.6 |
% |
|
|
-13.3 |
% |
|
|
-12.3 |
% |
|
|
-10.2 |
% |
| Adjusted EBITDA Margin [7] |
|
|
12.3 |
% |
|
|
10.7 |
% |
|
|
11.1 |
% |
|
|
12.4 |
% |
| [1] |
In April 2023, we initiated restructuring activities to better position our organization for future success
based on the current business environment, and in July 2023, we took additional actions. The expenses incurred under this plan were primarily related to severance and professional fees. In June 2022 we initiated restructuring plans and the expenses
incurred were primarily related to employee termination benefits. |
| [2] |
Acquisition, integration, divestiture, and related expenses include costs incurred to prepare for and complete
the separation from our former parent (such as professional fees, transition services agreements, costs to stand up our corporate organization and infrastructure), changes in the fair value of contingent consideration for acquisitions closed prior
to the separation date and costs related to the evaluation of strategic options for our portfolio. Acquisition, integration, divestiture and related expenses increased by $6.3 million in 4Q 2023 compared to 4Q 2022, due primarily to increased
costs related to the pending sale of our spine segment ($10.1 million), partially offset by decreases in separation-related professional fees ($2.0 million), separation-related employee costs ($0.3 million) and separation-related lease costs ($0.1
million). Acquisition, integration, divestiture and related expenses decreased by $11.4 million in 2023 compared to 2022, due primarily to decreases in separation-related professional fees ($8.2 million), separation-related employee costs ($5.3
million), separation-related lease costs ($3.2 million) and contingent consideration ($2.8 million), partially offset by increased costs related to the pending sale of our spine segment ($11.6 million). |
| [3] |
Expenses incurred for initial compliance with the EU MDR for previously-approved
products. |
| [4] |
Reflects certain items captured in the GAAP carve-out financial
statements that have not continued post-spin, including, but not limited to, facilities that did not convey with ZimVie in the spin, redundant personnel costs incurred as a result of the spin, and the difference between the pre-spin allocations of Zimmer Biomet’s corporate costs in accordance with GAAP, versus the expected post-spin corporate costs for ZimVie. |
| [5] |
Inventory write-offs resulting from restructuring activities and property, plant, and equipment step-up amortization from prior acquisitions. |
| [6] |
Net Loss Margin is calculated as Net Loss divided by third party net sales for the applicable period.
|
| [7] |
Adjusted EBITDA Margin is Adjusted EBITDA divided by third party net sales for the applicable
period. |
14
Discontinued Operations Q4 FY23 (in thousands, except per share data)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
For the Three Months Ended December 31, 2023 |
|
| |
|
Net Sales |
|
|
Cost of
products sold,
excluding
intangible asset
amortization |
|
|
Operating
expenses,
excluding cost
of products
sold |
|
|
Operating
(Loss) Income |
|
|
Net (Loss)
Income |
|
|
Diluted EPS |
|
| Discontinued Operations |
|
$ |
100,455 |
|
|
$ |
(27,648 |
) |
|
$ |
(369,052 |
) |
|
$ |
(296,245 |
) |
|
$ |
(312,689 |
) |
|
$ |
(11.76 |
) |
| Restructuring and other cost reduction initiatives [1] |
|
|
— |
|
|
|
— |
|
|
|
2,423 |
|
|
|
2,423 |
|
|
|
2,423 |
|
|
|
0.09 |
|
| Acquisition, integration, divestiture and related [2] |
|
|
— |
|
|
|
— |
|
|
|
(203 |
) |
|
|
(203 |
) |
|
|
(203 |
) |
|
|
(0.01 |
) |
| European union medical device regulation [3] |
|
|
— |
|
|
|
— |
|
|
|
778 |
|
|
|
778 |
|
|
|
778 |
|
|
|
0.03 |
|
| Other charges [4] |
|
|
— |
|
|
|
251 |
|
|
|
801 |
|
|
|
1,052 |
|
|
|
1,052 |
|
|
|
0.04 |
|
| Intangible asset amortization |
|
|
— |
|
|
|
— |
|
|
|
11,431 |
|
|
|
11,431 |
|
|
|
11,431 |
|
|
|
0.43 |
|
| Spin-related share-based compensation expense [5] |
|
|
— |
|
|
|
— |
|
|
|
1,014 |
|
|
|
1,014 |
|
|
|
1,014 |
|
|
|
0.04 |
|
| Tax effect of above adjustments & other [6] |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
9,648 |
|
|
|
0.36 |
|
| Write-down of spine disposal group to fair value [7] |
|
|
— |
|
|
|
— |
|
|
|
289,456 |
|
|
|
289,456 |
|
|
|
289,456 |
|
|
|
10.89 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Adjusted |
|
$ |
100,455 |
|
|
$ |
(27,397 |
) |
|
$ |
(63,352 |
) |
|
$ |
9,706 |
|
|
$ |
2,910 |
|
|
$ |
0.11 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| [1] |
In April 2023, we initiated restructuring activities to better position our organization for future success
based on the current business environment, and in July 2023, we took additional actions. The expenses incurred under this plan were primarily related to severance and professional fees. In June 2022 and November 2022, we initiated restructuring
plans and the expenses incurred under these plans were primarily related to employee termination benefits and the exit of our spine products operations in China because of an unsuccessful VBP bid. |
| [2] |
Acquisition, integration, divestiture, and related expenses include costs incurred to prepare for and complete
the separation from our former parent (such as professional fees, transition services agreements, costs to stand up our corporate organization and infrastructure), changes in the fair value of contingent consideration for acquisitions closed prior
to the separation date and costs related to the evaluation of strategic options for our portfolio. Acquisition, integration, divestiture and related expenses in 4Q 2023 were comparable to 4Q 2022. |
| [3] |
Expenses incurred for initial compliance with the EU MDR for previously-approved
products. |
| [4] |
Inventory write-offs resulting from restructuring activities and property, plant, and equipment step-up amortization from prior acquisitions. |
| [5] |
Spin-related share-based compensation expense from grants provided due to the successful separation from Zimmer
Biomet, including the impact of accelerating the vesting of these awards in Q4 2023. |
| [6] |
Reflects the tax effect of the adjustments from reported to adjusted, as well as an adjustment for
management’s expectation of ZimVie’s statutory tax rate based on current tax law and adjusted pre-tax income. |
| [7] |
We performed an impairment analysis of the spine segment in December 2023 on a
held-for-sale basis, and the fair value of consideration to be received upon closure of the transaction was less than the carrying value of the spine segment’s net
assets. |
15
Discontinued Operations Q4 FY22 (in thousands, except per share data)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
For the Three Months Ended December 31, 2022 |
|
| |
|
Net Sales |
|
|
Cost of
products sold,
excluding
intangible asset
amortization |
|
|
Operating
expenses,
excluding cost
of products
sold |
|
|
Operating
(Loss) Income |
|
|
Net (Loss)
Income |
|
|
Diluted EPS |
|
| Discontinued Operations |
|
$ |
112,575 |
|
|
$ |
(31,349 |
) |
|
$ |
(93,076 |
) |
|
$ |
(11,850 |
) |
|
$ |
(14,992 |
) |
|
$ |
(0.57 |
) |
| Restructuring and other cost reduction initiatives [1] |
|
|
— |
|
|
|
— |
|
|
|
3,323 |
|
|
|
3,323 |
|
|
|
3,323 |
|
|
|
0.13 |
|
| Acquisition, integration, divestiture and related [2] |
|
|
— |
|
|
|
— |
|
|
|
(239 |
) |
|
|
(239 |
) |
|
|
(239 |
) |
|
|
(0.01 |
) |
| European union medical device regulation [3] |
|
|
— |
|
|
|
— |
|
|
|
2,506 |
|
|
|
2,506 |
|
|
|
2,506 |
|
|
|
0.10 |
|
| Intangible asset amortization |
|
|
— |
|
|
|
— |
|
|
|
14,089 |
|
|
|
14,089 |
|
|
|
14,089 |
|
|
|
0.54 |
|
| Related party |
|
|
(208 |
) |
|
|
198 |
|
|
|
— |
|
|
|
(10 |
) |
|
|
(10 |
) |
|
|
— |
|
| Spin-related share-based compensation expense [4] |
|
|
— |
|
|
|
— |
|
|
|
214 |
|
|
|
214 |
|
|
|
214 |
|
|
|
0.01 |
|
| Tax effect of above adjustments & other [5] |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(2,445 |
) |
|
|
(0.10 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Adjusted |
|
$ |
112,367 |
|
|
$ |
(31,151 |
) |
|
$ |
(73,183 |
) |
|
$ |
8,033 |
|
|
$ |
2,446 |
|
|
$ |
0.10 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| [1] |
In June 2022 and November 2022, we initiated restructuring plans and the expenses incurred under these plans
were primarily related to employee termination benefits and the exit of our spine products operations in China because of an unsuccessful VBP bid. We also incurred expenses in 2022 from the Zimmer Biomet initiated restructuring plans in the fourth
quarters of 2019 and 2021 and the restructuring costs we incurred under those plans were primarily related to employee termination benefits, contract terminations and retention period compensation and benefits. |
| [2] |
Acquisition, integration, divestiture, and related expenses include costs incurred to prepare for and complete
the separation from our former parent (such as professional fees, transition services agreements, costs to stand up our corporate organization and infrastructure), changes in the fair value of contingent consideration for acquisitions closed prior
to the separation date and costs related to the evaluation of strategic options for our portfolio. Acquisition, integration, divestiture and related expenses decreased by $1.9 million in 4Q 2022 compared to 4Q 2021, due primarily to a decrease
in separation-related professional fees ($5.0 million), partially offset by an increase in separation-related employee costs ($2.5 million). |
| [3] |
Expenses incurred for initial compliance with the EU MDR for previously-approved
products. |
| [4] |
Spin-related share-based compensation expense from grants provided due to the successful separation from Zimmer
Biomet. |
| [5] |
Reflects the tax effect of the adjustments from reported to adjusted, as well as an adjustment for
management’s expectation of ZimVie’s statutory tax rate based on current tax law and adjusted pre-tax income. |
16
Discontinued Operations FY23 (in thousands, except per share data)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
For the Twelve Months Ended December 31, 2023 |
|
| |
|
Net Sales |
|
|
Cost of
products sold,
excluding
intangible asset
amortization |
|
|
Operating
expenses,
excluding cost
of products
sold |
|
|
Operating
(Loss) Income |
|
|
Net (Loss)
Income |
|
|
Diluted EPS |
|
| Discontinued Operations |
|
$ |
409,284 |
|
|
$ |
(113,964 |
) |
|
$ |
(630,024 |
) |
|
$ |
(334,704 |
) |
|
$ |
(337,232 |
) |
|
$ |
(12.75 |
) |
| Restructuring and other cost reduction
initiatives[1] |
|
|
— |
|
|
|
— |
|
|
|
13,068 |
|
|
|
13,068 |
|
|
|
13,068 |
|
|
|
0.49 |
|
| Acquisition, integration, divestiture and
related[2] |
|
|
— |
|
|
|
— |
|
|
|
175 |
|
|
|
175 |
|
|
|
175 |
|
|
|
0.01 |
|
| European medical device
regulation[3] |
|
|
— |
|
|
|
— |
|
|
|
4,259 |
|
|
|
4,259 |
|
|
|
4,259 |
|
|
|
0.16 |
|
| Related party |
|
|
(103 |
) |
|
|
97 |
|
|
|
— |
|
|
|
(6 |
) |
|
|
(6 |
) |
|
|
— |
|
| Other charges[4] |
|
|
— |
|
|
|
2,768 |
|
|
|
4,554 |
|
|
|
7,322 |
|
|
|
7,322 |
|
|
|
0.28 |
|
| Intangible asset amortization |
|
|
— |
|
|
|
— |
|
|
|
52,840 |
|
|
|
52,840 |
|
|
|
52,840 |
|
|
|
2.00 |
|
| Spin-related share-based compensation
expense[5] |
|
|
— |
|
|
|
— |
|
|
|
1,600 |
|
|
|
1,600 |
|
|
|
1,600 |
|
|
|
0.06 |
|
| Tax effect of above adjustments &
other[6] |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(18,804 |
) |
|
|
(0.71 |
) |
| Write-down of spine disposal group to fair
value[7] |
|
|
— |
|
|
|
— |
|
|
|
289,456 |
|
|
|
289,456 |
|
|
|
289,456 |
|
|
|
10.94 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Adjusted |
|
$ |
409,181 |
|
|
$ |
(111,099 |
) |
|
$ |
(264,072 |
) |
|
$ |
34,010 |
|
|
$ |
12,677 |
|
|
$ |
0.48 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| [1] |
In April 2023, we initiated restructuring activities to better position our organization for future success
based on the current business environment, and in July 2023, we took additional actions. The expenses incurred under this plan were primarily related to severance and professional fees. In June 2022 and November 2022 we initiated restructuring plans
and the expenses incurred were primarily related to employee termination benefits and the exit of our spine products operations in China because of an unsuccessful VBP bid. We also incurred expenses in 2022 from the Zimmer Biomet initiated
restructuring plans in the fourth quarters of 2019 and 2021 and the restructuring costs we incurred under those plans were primarily related to employee termination benefits, contract terminations and retention period compensation and benefits.
|
| [2] |
Acquisition, integration, divestiture, and related expenses include costs incurred to prepare for and complete
the separation from our former parent (such as professional fees, transition services agreements, costs to stand up our corporate organization and infrastructure), changes in the fair value of contingent consideration for acquisitions closed prior
to the separation date and costs related to the evaluation of strategic options for our portfolio. Acquisition, integration, divestiture and related expenses decreased by $2.7 million in 2023 compared to 2022, due primarily to decreases in
separation-related professional fees ($2.8 million). |
| [3] |
Expenses incurred for initial compliance with the EU MDR for previously-approved
products. |
| [4] |
Inventory write-offs resulting from restructuring activities and property, plant, and equipment step-up amortization from prior acquisitions. |
| [5] |
Spin-related share-based compensation expense from grants provided due to the successful separation from Zimmer
Biomet, including the impact of accelerating the vesting of these awards in Q4 2023. |
| [6] |
Reflects the tax effect of the adjustments from reported to adjusted, as well as an adjustment for
management’s expectation of ZimVie’s statutory tax rate based on current tax law and adjusted pre-tax income. |
| [7] |
We performed an impairment analysis of the spine segment in December 2023 on a
held-for-sale basis, and the fair value of consideration to be received upon closure of the transaction was less than the carrying value of the spine segment’s net
assets. |
17
Discontinuing Operations FY22 (in thousands, except per share data)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
For the Twelve Months Ended December 31, 2022 |
|
| |
|
Net Sales |
|
|
Cost of
products sold,
excluding
intangible asset
amortization |
|
|
Operating
expenses,
excluding cost
of products
sold |
|
|
Operating
(Loss) Income |
|
|
Net (Loss)
Income |
|
|
Diluted EPS |
|
| Discontinued Operations |
|
$ |
450,570 |
|
|
$ |
(131,440 |
) |
|
$ |
(367,886 |
) |
|
$ |
(48,756 |
) |
|
$ |
(16,977 |
) |
|
$ |
(0.65 |
) |
| Pre vs. post-spin Cost Structure Differences [1] |
|
|
— |
|
|
|
(164 |
) |
|
|
4,890 |
|
|
|
4,726 |
|
|
|
4,726 |
|
|
|
0.18 |
|
| Restructuring and other cost reduction initiatives [2] |
|
|
— |
|
|
|
— |
|
|
|
8,795 |
|
|
|
8,795 |
|
|
|
8,795 |
|
|
|
0.34 |
|
| Acquisition, integration, divestiture and related [3] |
|
|
— |
|
|
|
— |
|
|
|
2,850 |
|
|
|
2,850 |
|
|
|
2,850 |
|
|
|
0.11 |
|
| European union medical device regulation [4] |
|
|
— |
|
|
|
— |
|
|
|
6,917 |
|
|
|
6,917 |
|
|
|
6,917 |
|
|
|
0.27 |
|
| Intangible asset amortization |
|
|
— |
|
|
|
— |
|
|
|
53,885 |
|
|
|
53,885 |
|
|
|
53,885 |
|
|
|
2.07 |
|
| Related party |
|
|
(764 |
) |
|
|
721 |
|
|
|
— |
|
|
|
(43 |
) |
|
|
(43 |
) |
|
|
— |
|
| Spin-related share-based compensation expense [5] |
|
|
— |
|
|
|
333 |
|
|
|
2,596 |
|
|
|
2,929 |
|
|
|
2,929 |
|
|
|
0.11 |
|
| Tax effect of above adjustments & other [6] |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(25,443 |
) |
|
|
(0.99 |
) |
| Favorable Puerto Rico Tax Filing [7] |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(5,712 |
) |
|
|
(0.22 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Adjusted |
|
$ |
449,806 |
|
|
$ |
(130,550 |
) |
|
$ |
(287,953 |
) |
|
$ |
31,303 |
|
|
$ |
31,927 |
|
|
$ |
1.22 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| [1] |
Reflects certain items captured in the GAAP carve-out financial
statements that have not continued post-spin, including, but not limited to, facilities that did not convey with ZimVie in the spin, redundant personnel costs incurred as a result of the spin, and the difference between the pre-spin allocations of Zimmer Biomet’s corporate costs in accordance with GAAP, versus the expected post-spin corporate costs for ZimVie. |
| [2] |
In June 2022 and November 2022, we initiated restructuring plans and the expenses incurred under these plans
were primarily related to employee termination benefits and the exit of our spine products operations in China because of an unsuccessful VBP bid. We also incurred expenses in 2022 from the Zimmer Biomet initiated restructuring plans in the fourth
quarters of 2019 and 2021 and the restructuring costs we incurred under those plans were primarily related to employee termination benefits, contract terminations and retention period compensation and benefits. |
| [3] |
Acquisition, integration, divestiture, and related expenses include costs incurred to prepare for and complete
the separation from our former parent (such as professional fees, transition services agreements, costs to stand up our corporate organization and infrastructure), changes in the fair value of contingent consideration for acquisitions closed prior
to the separation date and costs related to the evaluation of strategic options for our portfolio. Acquisition, integration, divestiture and related expenses decreased by $10.0 million in 2022 compared to 2021, due primarily to decreases in
separation-related professional fees ($9.9 million). |
| [4] |
Expenses incurred for initial compliance with the EU MDR for previously-approved
products. |
| [5] |
Spin-related share-based compensation expense from grants provided due to the successful separation from Zimmer
Biomet. |
| [6] |
Reflects the tax effect of the adjustments from reported to adjusted, as well as an adjustment for
management’s expectation of ZimVie’s statutory tax rate based on current tax law and adjusted pre-tax income. |
| [7] |
Tax benefit in Q3 2022 from a favorable Puerto Rico tax ruling related to the intercompany sale of intellectual
property prior to the spin. |
18
Reconciliation of Adjusted EBITDA ($ in thousands) – Discontinued Operations
RECONCILIATION OF ADJUSTED EBITDA ($ in thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
For the Three Months Ended
December 31, |
|
|
For the Twelve Months Ended
December 31, |
|
| Discontinued Operations |
|
2023 |
|
|
2022 |
|
|
2023 |
|
|
2022 |
|
| Net Sales |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Total Third Party Sales |
|
$ |
100,455 |
|
|
$ |
112,367 |
|
|
$ |
409,181 |
|
|
$ |
449,806 |
|
| Related Party Sales |
|
|
— |
|
|
|
208 |
|
|
|
103 |
|
|
|
764 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Total Net Sales |
|
$ |
100,455 |
|
|
$ |
112,575 |
|
|
$ |
409,284 |
|
|
$ |
450,570 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Net Loss |
|
$ |
(312,689 |
) |
|
$ |
(14,992 |
) |
|
$ |
(337,233 |
) |
|
$ |
(16,977 |
) |
| Interest expense, net |
|
|
4,500 |
|
|
|
2,833 |
|
|
|
16,422 |
|
|
|
7,409 |
|
| Income tax benefit (provision) |
|
|
10,670 |
|
|
|
305 |
|
|
|
(14,350 |
) |
|
|
(38,442 |
) |
| Depreciation and amortization |
|
|
18,690 |
|
|
|
21,303 |
|
|
|
87,179 |
|
|
|
85,591 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| EBITDA |
|
|
(278,829 |
) |
|
|
9,449 |
|
|
|
(247,982 |
) |
|
|
37,581 |
|
| Share-based compensation |
|
|
1,575 |
|
|
|
649 |
|
|
|
3,544 |
|
|
|
4,468 |
|
| Write-down of spine disposal group to fair value [1] |
|
|
289,456 |
|
|
|
— |
|
|
|
289,456 |
|
|
|
— |
|
| Restructuring and other cost reduction initiatives [2] |
|
|
2,423 |
|
|
|
3,323 |
|
|
|
13,068 |
|
|
|
8,795 |
|
| Acquisition, integration, divestiture and related [3] |
|
|
(203 |
) |
|
|
(239 |
) |
|
|
175 |
|
|
|
2,850 |
|
| Related party loss |
|
|
— |
|
|
|
(10 |
) |
|
|
(6 |
) |
|
|
(43 |
) |
| European union medical device regulation [4] |
|
|
778 |
|
|
|
2,506 |
|
|
|
4,259 |
|
|
|
6,917 |
|
| Other charges [5] |
|
|
311 |
|
|
|
— |
|
|
|
3,108 |
|
|
|
4,912 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Adjusted EBITDA |
|
$ |
15,511 |
|
|
$ |
15,678 |
|
|
$ |
65,622 |
|
|
$ |
65,480 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Net Loss Margin [6] |
|
|
-311.3 |
% |
|
|
-13.3 |
% |
|
|
-82.4 |
% |
|
|
-3.8 |
% |
| Adjusted EBITDA Margin [7] |
|
|
15.4 |
% |
|
|
14.0 |
% |
|
|
16.0 |
% |
|
|
14.6 |
% |
| [1] |
We performed an impairment analysis of the spine segment in December 2023 on a
held-for-sale basis, and the fair value of consideration to be received upon closure of the transaction was less than the carrying value of the spine segment’s net
assets. |
| [2] |
In April 2023, we initiated restructuring activities to better position our organization for future success
based on the current business environment, and in July 2023, we took additional actions. The expenses incurred under this plan were primarily related to severance and professional fees. In June 2022 and November 2022, we initiated restructuring
plans and the expenses incurred were primarily related to employee termination benefits and the exit of our spine products operations in China because of an unsuccessful volume-based procurement program bid. We also incurred expenses in 2022 from
the Zimmer Biomet initiated restructuring plans in the fourth quarters of 2019 and 2021 and the restructuring costs we incurred under those plans were primarily related to employee termination benefits, contract terminations and retention period
compensation and benefits. |
| [3] |
Acquisition, integration, divestiture, and related expenses include costs incurred to prepare for and complete
the separation from our former parent (such as professional fees, transition services agreements, costs to stand up our corporate organization and infrastructure), changes in the fair value of contingent consideration for acquisitions closed prior
to the separation date and costs related to the evaluation of strategic options for our portfolio. Acquisition, integration, divestiture and related expenses in 4Q 2023 were comparable to 4Q 2022. Acquisition, integration, divestiture and related
expenses decreased by $2.7 million in 2023 compared to 2022, due primarily to decreases in separation-related professional fees ($2.8 million). |
| [4] |
Expenses incurred for initial compliance with the EU MDR for previously-approved
products. |
| [5] |
The 2023 amounts represent inventory write-offs resulting from restructuring activities and property, plant,
and equipment step-up amortization from prior acquisitions. The 2022 amounts represent expenses captured through allocations made for purposes of the GAAP carve-out
financial statement results. |
| [6] |
Net Loss Margin is calculated as Net Loss divided by third party net sales for the applicable period.
|
| [7] |
Adjusted EBITDA Margin is Adjusted EBITDA divided by third party net sales for the applicable
period. |
19
Reconciliation of Cost of Products Sold, excluding intangible asset amortization, R&D, and SG&A
($ in thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
Continuing Operations |
|
|
Percentage of
Third Party
Net Sales |
|
|
Discontinued
Operations |
|
|
Percentage of
Third Party
Net Sales |
|
| For the Three Months Ended December 31, |
|
2023 |
|
|
2022 |
|
|
2023 |
|
|
2022 |
|
|
2023 |
|
|
2022 |
|
|
2023 |
|
|
2022 |
|
| Cost of products sold, excluding intangible asset amortization |
|
$ |
(42,573 |
) |
|
$ |
(42,197 |
) |
|
|
-37.7 |
% |
|
|
-36.4 |
% |
|
$ |
(27,648 |
) |
|
$ |
(31,151 |
) |
|
|
-27.5 |
% |
|
|
-27.7 |
% |
| Other charges [1] |
|
|
278 |
|
|
|
1,875 |
|
|
|
0.2 |
% |
|
|
1.6 |
% |
|
|
251 |
|
|
|
— |
|
|
|
0.2 |
% |
|
|
0.0 |
% |
| Spin-related share-based compensation expense [2] |
|
|
— |
|
|
|
— |
|
|
|
0.0 |
% |
|
|
0.0 |
% |
|
|
— |
|
|
|
— |
|
|
|
0.0 |
% |
|
|
0.0 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Adjusted cost of products sold, excluding intangible asset amortization |
|
$ |
(42,295 |
) |
|
$ |
(40,322 |
) |
|
|
-37.5 |
% |
|
|
-34.8 |
% |
|
$ |
(27,397 |
) |
|
$ |
(31,151 |
) |
|
|
-27.3 |
% |
|
|
-27.7 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
Continuing Operations |
|
|
Percentage of
Third Party
Net Sales |
|
|
Discontinued
Operations |
|
|
Percentage of
Third Party
Net Sales |
|
| For the Twelve Months Ended December 31, |
|
2023 |
|
|
2022 |
|
|
2023 |
|
|
2022 |
|
|
2023 |
|
|
2022 |
|
|
2023 |
|
|
2022 |
|
| Cost of products sold, excluding intangible asset amortization |
|
$ |
(166,819 |
) |
|
$ |
(165,960 |
) |
|
|
-36.5 |
% |
|
|
-36.1 |
% |
|
$ |
(113,867 |
) |
|
$ |
(130,719 |
) |
|
|
-27.9 |
% |
|
|
-29.1 |
% |
| Other charges [1] |
|
|
1,143 |
|
|
|
— |
|
|
|
0.3 |
% |
|
|
0.0 |
% |
|
|
2,768 |
|
|
|
(164 |
) |
|
|
0.6 |
% |
|
|
0.0 |
% |
| Spin-related share-based compensation expense [2] |
|
|
— |
|
|
|
1,331 |
|
|
|
0.0 |
% |
|
|
0.3 |
% |
|
|
— |
|
|
|
333 |
|
|
|
0.1 |
% |
|
|
0.1 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Adjusted cost of products sold, excluding intangible asset amortization |
|
$ |
(165,676 |
) |
|
$ |
(164,629 |
) |
|
|
-36.2 |
% |
|
|
-35.8 |
% |
|
$ |
(111,099 |
) |
|
$ |
(130,550 |
) |
|
|
-27.2 |
% |
|
|
-29.0 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
Continuing Operations |
|
|
Percentage of
Third Party
Net Sales |
|
|
Discontinued
Operations |
|
|
Percentage of
Third Party
Net Sales |
|
| For the Three Months Ended December 31, |
|
2023 |
|
|
2022 |
|
|
2023 |
|
|
2022 |
|
|
2023 |
|
|
2022 |
|
|
2023 |
|
|
2022 |
|
| Research and development |
|
$ |
(6,893 |
) |
|
$ |
(6,993 |
) |
|
|
-6.1 |
% |
|
|
-6.0 |
% |
|
$ |
(5,767 |
) |
|
$ |
(8,261 |
) |
|
|
-5.7 |
% |
|
|
-7.4 |
% |
| European union medical device regulation [3] |
|
|
347 |
|
|
|
1,005 |
|
|
|
0.3 |
% |
|
|
0.9 |
% |
|
|
778 |
|
|
|
2,506 |
|
|
|
0.8 |
% |
|
|
2.2 |
% |
| Spin-related share-based compensation expense [2] |
|
|
80 |
|
|
|
80 |
|
|
|
0.1 |
% |
|
|
0.1 |
% |
|
|
120 |
|
|
|
20 |
|
|
|
0.1 |
% |
|
|
0.0 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Adjusted research and development |
|
$ |
(6,466 |
) |
|
$ |
(5,908 |
) |
|
|
-5.7 |
% |
|
|
-5.1 |
% |
|
$ |
(4,869 |
) |
|
$ |
(5,735 |
) |
|
|
-4.8 |
% |
|
|
-5.1 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
Continuing Operations |
|
|
Percentage of
Third Party
Net Sales |
|
|
Discontinued
Operations |
|
|
Percentage of
Third Party
Net Sales |
|
| For the Three Months Ended December 31, |
|
2023 |
|
|
2022 |
|
|
2023 |
|
|
2022 |
|
|
2023 |
|
|
2022 |
|
|
2023 |
|
|
2022 |
|
| Selling, general and administrative |
|
$ |
(62,909 |
) |
|
$ |
(66,820 |
) |
|
|
-55.6 |
% |
|
|
-57.7 |
% |
|
$ |
(60,178 |
) |
|
$ |
(67,642 |
) |
|
|
-59.9 |
% |
|
|
-60.2 |
% |
| Other charges [1] |
|
|
286 |
|
|
|
— |
|
|
|
0.3 |
% |
|
|
0.0 |
% |
|
|
801 |
|
|
|
— |
|
|
|
0.8 |
% |
|
|
0.0 |
% |
| Spin-related share-based compensation expense [2] |
|
|
5,255 |
|
|
|
776 |
|
|
|
4.6 |
% |
|
|
0.7 |
% |
|
|
894 |
|
|
|
194 |
|
|
|
0.9 |
% |
|
|
0.2 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Adjusted selling, general and administrative |
|
$ |
(57,368 |
) |
|
$ |
(66,044 |
) |
|
|
-50.7 |
% |
|
|
-57.0 |
% |
|
$ |
(58,483 |
) |
|
$ |
(67,448 |
) |
|
|
-58.2 |
% |
|
|
-60.0 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
20
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
Continuing Operations |
|
|
Percentage of
Third Party
Net Sales |
|
|
Discontinued Operations |
|
|
Percentage of
Third Party
Net Sales |
|
| For the Twelve Months Ended December 31, |
|
2023 |
|
|
2022 |
|
|
2023 |
|
|
2022 |
|
|
2023 |
|
|
2022 |
|
|
2023 |
|
|
2022 |
|
| Selling, general and administrative |
|
$ |
(248,964 |
) |
|
$ |
(253,158 |
) |
|
|
-54.5 |
% |
|
|
-55.1 |
% |
|
$ |
(247,926 |
) |
|
$ |
(270,812 |
) |
|
|
-60.6 |
% |
|
|
-60.2 |
% |
| Pre vs. post-spin Cost Structure Differences [4] |
|
|
— |
|
|
|
5,271 |
|
|
|
0.0 |
% |
|
|
1.1 |
% |
|
|
— |
|
|
|
— |
|
|
|
0.0 |
% |
|
|
0.0 |
% |
| Other charges [1] |
|
|
1,145 |
|
|
|
— |
|
|
|
0.3 |
% |
|
|
0.0 |
% |
|
|
4,554 |
|
|
|
4,890 |
|
|
|
1.1 |
% |
|
|
1.1 |
% |
| Spin-related share-based compensation expense [2] |
|
|
7,359 |
|
|
|
8,630 |
|
|
|
1.6 |
% |
|
|
1.9 |
% |
|
|
1,420 |
|
|
|
2,157 |
|
|
|
0.3 |
% |
|
|
0.5 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Adjusted selling, general and administrative |
|
$ |
(240,460 |
) |
|
$ |
(239,257 |
) |
|
|
-52.6 |
% |
|
|
-52.0 |
% |
|
$ |
(241,952 |
) |
|
$ |
(263,765 |
) |
|
|
-59.1 |
% |
|
|
-58.6 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| [1] |
The 2023 amounts represent inventory write-offs resulting from restructuring activities and property, plant,
and equipment step-up amortization from prior acquisitions. The 2022 amounts represent expenses captured through allocations made for purposes of the GAAP carve-out
financial statement results. |
| [2] |
Spin-related share-based compensation expense from grants provided due to the successful separation from Zimmer
Biomet, including the impact of accelerating the vesting of these awards in Q4 2023. |
| [3] |
Expenses incurred for initial compliance with the EU MDR for previously-approved
products. |
| [4] |
Reflects certain items captured in the GAAP carve-out financial
statements that have not continued post-spin, including, but not limited to, facilities that did not convey with ZimVie in the spin, redundant personnel costs incurred as a result of the spin, and the difference between the pre-spin allocations of Zimmer Biomet’s corporate costs in accordance with GAAP, versus the expected post-spin corporate costs for ZimVie. |
21
Corporate Overview February 2024
Exhibit 99.2
Forward-looking statements and
Non-GAAP measures Safe Harbor Statement under the Private Securities Litigation Reform Act of 1995 This presentation contains forward-looking statements within the meaning of the safe harbor provisions of the Private Securities Litigation
Reform Act of 1995. Forward-looking statements include, but are not limited to, statements concerning ZimVie’s expectations, plans, prospects and product and service offerings, including expected benefits, opportunities and other prospects if
the spine business is divested. Such statements are based upon the current beliefs, expectations, and assumptions of management and are subject to significant risks, uncertainties, and changes in circumstances that could cause actual outcomes and
results to differ materially from the forward-looking statements. These risks, uncertainties and changes in circumstances include, but are not limited to: uncertainties as to the timing of the sale of the spine business and the risk that the
transaction may not be completed in a timely manner or at all; the possibility that any or all of the conditions to the consummation of the sale of the spine business may not be satisfied or waived; the effect of the announcement or pendency of the
transaction on ZimVie’s ability to retain and hire key personnel and to maintain relationships with customers, suppliers and other business partners; and risks related to diverting management’s attention from ZimVie’s ongoing
business operations and uncertainties and matters beyond the control of management. For a list and description of other such risks, uncertainties, and changes in circumstances, see ZimVie’s periodic reports filed with the U.S. Securities and
Exchange Commission (the “SEC”). These factors should not be construed as exhaustive and should be read in conjunction with the other cautionary statements that are included in ZimVie’s filings with the SEC. Forward-looking
statements speak only as of the date they are made, and ZimVie disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise. You are cautioned not to
rely on these forward-looking statements, since there can be no assurance that these forward-looking statements will prove to be accurate. This cautionary note is applicable to all forward-looking statements contained in this presentation.
Forward-Looking Non-GAAP Financial Measures This presentation also includes certain forward-looking non-GAAP financial measures including adjusted EBITDA margin, net debt, and free cash flow conversion for the period ending one year after the
proposed closing of the sale of our spine business, and over the long-term following the proposed closing of the sale of our spine business. We calculate forward-looking non-GAAP financial measures based on internal forecasts that omit certain
amounts that would be included in GAAP financial measures. We have not provided quantitative reconciliations of these forward-looking non-GAAP financial measures to the most directly comparable forward-looking GAAP financial measures because the
GAAP measures cannot be reliably estimated and the reconciliations cannot be performed without unreasonable effort due to their dependence on future uncertainties, such as the timing of certain transactions, including the proposed sale of our spine
business, and adjusting items that the Company cannot reasonably predict at this time but which may have a material impact on our future GAAP results.
ZimVie: A global dental leader
Powerful, market-leading portfolio of premium implants, biomaterials, and digital dentistry with exposure to MSD/HSD growth end-markets Well positioned to accelerate growth within large, attractive, and underserved markets through differentiated
technologies Opportunity to improve operating leverage through leaner cost structure and optimized product manufacturing Opportunity to improve cash flow conversion rates through a disciplined financial framework Continue to build customer intimacy
and expand portfolio adoption through our global direct sales force & specialty partners
Addressing a significant, unmet need
for tooth replacement 8 Million An estimated 8 million US patients seek treatment for tooth loss annually 25% Only 25% receive tooth replacement Leading player in the following attractive dental segments 2021 Market Opportunity 2021-2026E(1) CAGR
Dental implants Biomaterials Digital solutions $5B $2B $1B Mid Single Digit Mid Single Digit High Single Digit (1) Estimates are not precise and based on company estimates.
Diversified dental portfolio addresses
end-to-end patient needs Increase Penetration of Implants through Continued Innovation and Commercial Execution Implant Growth: Innovation & Execution Leverage Leadership Position to Drive Implant Conversion Biomaterials Pull-Through Scale
ZimVie Presence Across Geographies with Low Share Geographic Expansion Drive Digital Workflow Adoption and Implant Penetration Digital Dentistry Pull-Through Large unmet need in tooth replacement creates significant opportunity for long-term market
penetration, expansion and growth
Delivering fully integrated and
end-to-end implant-based tooth replacement solutions Driving Premium Implant Growth Through Innovation Leveraging Biomaterials Leadership Position Digital Dentistry Driving Implant Adoption Comprehensive line of premium implant systems, meeting the
varying needs of oral surgeons / dental clinicians with a wide range of indications Leading biomaterial solutions increase the size of our patient pool that can qualify for tooth replacement A fully integrated and efficient workflow with predictable
outcomes increases adoption Surface Treatment Bone-level / Tissue-level Tapered or Straight Material (Titanium, Zirconia) Abutment Connection Various Width and Heights Types of Biomaterials: Allografts – bone substitute derived from human
donors Xenografts / Synthetics – bone substitute derived from animals or biocompatible materials Membranes – membrane for guided bone regeneration procedures Virtual treatment planning CAD/CAM workflow systems Guided surgery Intra-oral
scanners Grooves and Texturing Crestal Options
Financial profile and outlook Net
Sales Adjusted EBITDA Margin FY 2023* Year 1 Post-Close** Transition year in 2024 to build a strong foundation for long-term performance $457.2M 11.1%(1) $455M+ 15%+(2) Net Debt ~$421.0M(3) Drivers of financial progress Sales growth above market
Operational simplification and efficiency Best-in-class portfolio Commercial excellence <$200M(4) * Reflects FY 2023 continuing operations results. ** Year 1 Post-Close refers to one year following the close of ZimVie’s anticipated sale of
its spine business. ZimVie announced a definitive agreement to sell its spine business to H.I.G. Capital on December 18, 2023, for $375M in total consideration. (1) This is a Non-GAAP financial measure. Refer to the reconciliation in the Appendix
for further information. (2) This is a Non-GAAP financial measure for which a reconciliation to the most directly comparable GAAP financial measure is not available without unreasonable efforts. Refer to “Forward-Looking Statements and
Non-GAAP Measures” slide of this presentation, which identifies the information that is unavailable without unreasonable efforts and provides additional information. (3) Represents net debt at December 31, 2023. Net debt is a non-GAAP
financial measure, and is reconciled to total debt, the most directly comparable GAAP measure, as follows, as of December 31, 2023: Total debt of $508.8 million, less cash and cash equivalents of $87.8 million, equaling $421.0 million. (4)
Represents projected net debt one year following the closing of the sale of the spine business. This is a forward-looking non-GAAP financial measure for which a reconciliation to the most directly comparable GAAP financial measure is not
available without unreasonable efforts. Refer to “Forward-Looking Statements and Non-GAAP Financial Measures” slide of this presentation, which identifies the information that is unavailable without unreasonable efforts and provides
additional information. December 31, 2023 Year 1 Post-Close
Long-term outlook Leverage innovation
to grow above market Drive progress across the business to create long-term shareholder value Achieve 20%+ Adj EBITDA margin(1) 80%+ FCF Conversion(1)(2) Achieve 2x operating leverage Innovation pipeline poised to accelerate growth in faster growing
end markets Focused operational and commercial efficiency programs underway Build upon already solid Dental free cash flow conversion profile Enable flexible capital allocation strategy This is a non-GAAP financial measure for which a reconciliation
to the most directly comparable GAAP financial measure is not available without unreasonable efforts. Refer to “Forward-Looking Statements and Non-GAAP Financial Measures” slide of this presentation, which identifies the information that
is unavailable without unreasonable efforts and provides additional information. Excluding corporate costs.
Appendix
Reconciliation of Adjusted EBITDA
(in thousands) (1) In April 2023, we initiated restructuring activities to better position our organization for future success based on the current business environment, and in July 2023, we took additional actions. The expenses incurred under this
plan were primarily related to severance and professional fees. In June 2022 we initiated restructuring plans and the expenses incurred were primarily related to employee termination benefits. (2) Acquisition, integration, divestiture, and related
expenses include costs incurred to prepare for and complete the separation from our former parent (such as professional fees, transition services agreements, costs to stand up our corporate organization and infrastructure), changes in the fair value
of contingent consideration for acquisitions closed prior to the separation date and costs related to the evaluation of strategic options for our portfolio. Acquisition, integration, divestiture and related expenses increased by $6.3 million in 4Q
2023 compared to 4Q 2022, due primarily to increased costs related to the pending sale of our spine segment ($10.1 million), partially offset by decreases in separation-related professional fees ($2.0 million), separation-related employee costs
($0.3 million) and separation-related lease costs ($0.1 million). Acquisition, integration, divestiture and related expenses decreased by $11.4 million in 2023 compared to 2022, due primarily to decreases in separation-related professional fees
($8.2 million), separation-related employee costs ($5.3 million), separation-related lease costs ($3.2 million) and contingent consideration ($2.8 million), partially offset by increased costs related to the pending sale of our spine segment ($11.6
million). (3) Expenses incurred for initial compliance with the EU MDR for previously-approved products. (4) Reflects certain items captured in the GAAP carve-out financial statements that have not continued post-spin, including, but not limited to,
facilities that did not convey with ZimVie in the spin, redundant personnel costs incurred as a result of the spin, and the difference between the pre-spin allocations of Zimmer Biomet’s corporate costs in accordance with GAAP, versus the
expected post-spin corporate costs for ZimVie. (5) Inventory write-offs resulting from restructuring activities and property, plant, and equipment step-up amortization from prior acquisitions. (6) Net Loss Margin is calculated as Net Loss divided by
third party net sales for the applicable period. (7) Adjusted EBITDA Margin is Adjusted EBITDA divided by third party net sales for the applicable period. For the Three Months Ended December 31, For the Twelve Months Ended December 31, Continuing
Operations of ZimVie Inc. 2023 2022 2023 2022 Net Sales Total Third Party Sales 113,066 $ 115,798 $ 457,197 $ 459,681 $ Related Party Sales - 747 236 3,611 Total Net Sales 113,066 $ 116,545 $ 457,433 $ 463,292 $ Net Loss (22,163) $ (15,352) $
(56,049) $ (46,904) $ Interest expense, net 4,976 3,599 20,234 10,870 Income tax benefit (provision) 3,428 1,822 5,202 (7,596) Depreciation and amortization 7,908 9,017 34,507 37,198 EBITDA (5,851) (914) 3,894 (6,432) Share-based compensation 9,316
4,660 23,476 25,821 Restructuring and other cost reduction initiatives [1] (717) 1,545 4,489 2,559 Acquisition, integration, divestiture and related [2] 10,548 4,221 15,195 26,587 Related party loss - (16) (5) (225) European union medical device
regulation [3] 347 1,005 2,574 3,146 Pre vs. post-spin Cost Structure Differences [4] - - - 5,271 Other charges [5] 278 1,875 1,143 336 Adjusted EBITDA 13,921 $ 12,376 $ 50,766 $ 57,063 $ Net Loss Margin [6] -19.6% -13.3% -12.3% -10.2% Adjusted
EBITDA Margin [7] 12.3% 10.7% 11.1% 12.4%
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