false 0001876588 0001876588 2025-02-26 2025-02-26
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 26, 2025
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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4555 Riverside Drive Palm Beach Gardens, FL |
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33410 |
(Address of Principal Executive Offices) |
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(Zip Code) |
Registrant’s Telephone Number, Including Area Code: (800) 342-5454
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:
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☐ |
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 26, 2025, ZimVie Inc. (the “Company”) issued a press release reporting its financial results for the quarter and year ended December 31, 2024. 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 26, 2025, the Company also made available a presentation that contains supplemental financial information, including full-year 2025 financial guidance. 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. |
(d) Exhibits
EXHIBIT INDEX
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 26, 2025 |
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By: |
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/s/ Heather Kidwell |
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Name: |
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Heather Kidwell |
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Title: |
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Senior Vice President, Chief Legal, Compliance and Human Resources Officer and Corporate Secretary |
Exhibit 99.1
ZimVie Reports Fourth Quarter and Full Year 2024 Financial Results
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FY2024 Third Party Net Sales from Continuing Operations of $449.7 million |
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FY2024 Net Loss from Continuing Operations of $(33.8) million; Net Loss margin of (7.5%)
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FY2024 Adjusted EBITDA[1] from Continuing Operations of
$60.0 million; Adjusted EBITDA[1] margin of 13.3% |
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FY2024 GAAP diluted EPS from Continuing Operations of $(1.23) and adjusted diluted EPS[1] of $0.62 |
PALM BEACH GARDENS, Florida, February 26, 2025 (GLOBE NEWSWIRE)
ZimVie Inc. (Nasdaq: ZIMV), a global life sciences leader in the dental market, today reported financial results for the quarter and year ended December 31, 2024. Management will host a corresponding conference call today,
February 26, 2025, at 4:30 p.m. Eastern Time.
2024 was a transformational year for ZimVie. We became a pure play dental companyand reshaped
our financial profile, reducing net debt[1] by more than $290 million. We also streamlined our organization through corporate cost
reduction, introduced manufacturing and supply chain efficiency initiatives, and increased Adjusted EBITDA margins by over 4 percentage points in the fourth quarter of 2024 compared to the fourth quarter of 2023 despite a softer end market,
said Vafa Jamali, President and Chief Executive Officer. We continue to be optimistic about the long-term drivers of the dental implant market, supported by the continued success of our training and education programs in 2024. I believe ZimVie
is well positioned to take advantage of the growth in the dental implant and digital solutions market for 2025 and beyond.
Fourth Quarter 2024
Financial Results: Continuing Operations
Third party net sales for the fourth quarter of 2024 were $111.5 million, a decrease of 1.4% on a
reported basis and 0.9% in constant currency[1], versus the fourth quarter of 2023.
Net loss for the
fourth quarter of 2024 was $(9.7) million, an improvement of $12.5 million versus a net loss of $(22.2) million in the fourth quarter of 2023. Net loss margin for the fourth quarter of 2024 was (8.7)% of third party net sales, an improvement of
1,090 basis points versus a net loss margin of (19.6)% in the fourth quarter of 2023.
Adjusted net
income[1] for the fourth quarter of 2024 was $7.6 million, an increase of $5.0 million versus the fourth quarter of 2023.
Basic and diluted EPS were $(0.35) and adjusted diluted EPS[1] was $0.27 for the fourth quarter
of 2024. Weighted average shares outstanding for both basic and adjusted diluted EPS was 27.6 million.
Adjusted EBITDA[1] for the fourth quarter of 2024 was $18.4 million, or 16.5% of third party net sales, an increase of $4.5 million, or 420 basis points, versus the fourth quarter of 2023.
Full Year 2024 Financial Results: Continuing Operations
Third party net sales for the full year 2024 were $449.7 million, a decrease of 1.6% on a reported basis and 1.2% in constant currency[1], versus the full year 2023.
Net loss for the full year 2024 was $(33.8) million, an improvement of
$22.2 million versus a net loss of $(56.0) million for the full year 2023. Net loss margin for the full year 2024 was (7.5)% of third party net sales, an improvement of 480 basis points versus a net loss margin of (12.3)% for the full year
2023.
Adjusted net income[1] for the full year 2024 was $17.0 million, an increase of
$11.1 million versus the full year 2023.
Basic and diluted EPS were $(1.23) and adjusted diluted
EPS[1] was $0.62 for the full year 2024. Weighted average shares outstanding for both basic and adjusted diluted EPS was 27.4 million.
Adjusted EBITDA[1] for the full year 2024 was
$60.0 million, or 13.3% of third party net sales, an increase of $9.2 million, or 220 basis points, versus the full year 2023.
Full Year
2025 Continuing Operations Financial Guidance:
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Projected Year Ending December 31, 2025 |
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Guidance |
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Reported Growth |
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Constant Currency Growth[2] |
Net Sales |
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$445M to $460M |
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(1%) to 2% |
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Flat to 3% |
Adjusted EBITDA [2] |
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$65M to $70M |
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8% to 17% |
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8% to 17% |
Adjusted EPS[2] |
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$0.80 to $0.95 |
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29% to 53% |
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31% to 55% |
[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. |
Conference Call
ZimVie will host a conference call today, February 26, 2025, at 4:30 p.m. ET to discuss its fourth quarter and full year 2024 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 market that develops, manufactures, and delivers a comprehensive portfolio of products and solutions designed to support dental tooth replacement and restoration procedures. From its headquarters in Palm Beach Gardens, Florida, and
additional facilities around the globe, ZimVie works to improve smiles, function, and confidence in daily life by offering comprehensive tooth replacement solutions, including trusted dental implants, biomaterials, and digital workflow solutions. As
a worldwide leader in this space, ZimVie is committed to advancing clinical science and technology foundational to restoring daily life. 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.
Net debt is provided in this release for
certain periods and is calculated by subtracting cash and cash equivalents on a GAAP basis from the non-current portion of debt on a GAAP basis, as detailed in the reconciliations presented later in this press
release.
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 at the same predetermined exchange rate. The translated results are then used to determine
year-over-year percentage increases or decreases.
Net income (loss) and diluted earnings (loss) per share in this release are presented on a GAAP
(reported) basis and on an adjusted basis. Adjusted net income (loss) and adjusted diluted earnings (loss) 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.
2
Adjusted EBITDA is a non-GAAP financial measure provided in this
release for certain periods and is calculated by excluding certain items from net income (loss) from Continuing Operations 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 for the applicable period.
Adjusted cost of products sold (excluding intangible asset
amortization). adjusted R&D and adjusted SG&A (on an actual basis and as a percentage of sales) are non-GAAP financial measures provided in this presentation for certain periods and are calculated by
excluding the effects of certain items from cost of products sold (excluding intangible asset amortization), R&D and SG&A, respectively, on a GAAP basis. as detailed in the reconciliations presented later in this presentation.
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 year ending December 31, 2025. 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 managements 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: 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, including impacts from tariffs; 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 number of suppliers for key raw materials and outsourced activities; the ability to obtain and maintain adequate intellectual property protection; breaches or
3
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 of our shares of common stock by Zimmer Biomet Holdings, Inc. in 2022 (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; and the effects of global pandemics 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. 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
Grace Flowers
Grace.Flowers@ZimVie.com
(561) 319-6130
Investor Contact Information:
Gilmartin Group LLC
Webb Campbell Webb@gilmartinir.com
4
ZIMVIE INC.
CONSOLIDATED STATEMENT OF OPERATIONS
(in thousands, except per share data)
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(unaudited) For the Three Months Ended December 31, |
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For the Years Ended December 31, |
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2024 |
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2023 |
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2024 |
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2023 |
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Net Sales |
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Third party, net |
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$ |
111,521 |
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$ |
113,066 |
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$ |
449,749 |
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$ |
457,197 |
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Related party, net |
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|
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|
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|
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236 |
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|
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|
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Total Net Sales |
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|
111,521 |
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|
|
113,066 |
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|
|
449,749 |
|
|
|
457,433 |
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Cost of products sold, excluding intangible asset amortization |
|
|
(38,707 |
) |
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|
(42,573 |
) |
|
|
(162,303 |
) |
|
|
(166,819 |
) |
Related party cost of products sold, excluding intangible asset amortization |
|
|
|
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|
|
|
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|
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(231 |
) |
Intangible asset amortization |
|
|
(5,994 |
) |
|
|
(6,134 |
) |
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|
(24,053 |
) |
|
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(26,512 |
) |
Research and development |
|
|
(6,621 |
) |
|
|
(6,893 |
) |
|
|
(26,905 |
) |
|
|
(26,162 |
) |
Selling, general and administrative |
|
|
(58,564 |
) |
|
|
(62,909 |
) |
|
|
(238,589 |
) |
|
|
(248,964 |
) |
Restructuring and other cost reduction initiatives |
|
|
(2,017 |
) |
|
|
717 |
|
|
|
(5,681 |
) |
|
|
(4,489 |
) |
Acquisition, integration, divestiture and related |
|
|
(5,948 |
) |
|
|
(10,548 |
) |
|
|
(12,882 |
) |
|
|
(15,195 |
) |
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|
|
|
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|
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|
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|
|
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Operating expenses |
|
|
(117,851 |
) |
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|
(128,340 |
) |
|
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(470,413 |
) |
|
|
(488,372 |
) |
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|
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|
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Operating Loss |
|
|
(6,330 |
) |
|
|
(15,274 |
) |
|
|
(20,664 |
) |
|
|
(30,939 |
) |
Other income, net |
|
|
2,748 |
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|
|
1,515 |
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|
|
8,908 |
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|
|
326 |
|
Interest income |
|
|
2,111 |
|
|
|
583 |
|
|
|
7,050 |
|
|
|
2,512 |
|
Interest expense |
|
|
(4,120 |
) |
|
|
(5,559 |
) |
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|
(18,887 |
) |
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(22,746 |
) |
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Loss from continuing operations before income taxes |
|
|
(5,591 |
) |
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(18,735 |
) |
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|
(23,593 |
) |
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|
(50,847 |
) |
Provision for income taxes from continuing operations |
|
|
(4,077 |
) |
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(3,428 |
) |
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(10,237 |
) |
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(5,202 |
) |
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Net Loss from Continuing Operations of ZimVie Inc. |
|
|
(9,668 |
) |
|
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(22,163 |
) |
|
|
(33,830 |
) |
|
|
(56,049 |
) |
Income (loss) from discontinued operations, net of tax |
|
|
(2,097 |
) |
|
|
(312,689 |
) |
|
|
8,005 |
|
|
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(337,233 |
) |
|
|
|
|
|
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|
|
|
|
|
|
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Net Loss of ZimVie Inc. |
|
$ |
(11,765 |
) |
|
$ |
(334,852 |
) |
|
$ |
(25,825 |
) |
|
$ |
(393,282 |
) |
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|
|
|
|
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|
|
|
|
|
|
|
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|
|
Basic (Loss) Earnings Per Common Share: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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Continuing operations |
|
$ |
(0.35 |
) |
|
$ |
(0.83 |
) |
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$ |
(1.23 |
) |
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$ |
(2.12 |
) |
Discontinued operations |
|
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(0.08 |
) |
|
|
(11.76 |
) |
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|
0.29 |
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|
|
(12.75 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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Net Loss |
|
$ |
(0.43 |
) |
|
$ |
(12.59 |
) |
|
$ |
(0.94 |
) |
|
$ |
(14.87 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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|
Diluted (Loss) Earnings Per Common Share |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Continuing operations |
|
$ |
(0.35 |
) |
|
$ |
(0.83 |
) |
|
$ |
(1.23 |
) |
|
$ |
(2.12 |
) |
Discontinued operations |
|
|
(0.08 |
) |
|
|
(11.76 |
) |
|
|
0.29 |
|
|
|
(12.75 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Loss |
|
$ |
(0.43 |
) |
|
$ |
(12.59 |
) |
|
$ |
(0.94 |
) |
|
$ |
(14.87 |
) |
|
|
|
|
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|
5
ZIMVIE INC.
CONSOLIDATED BALANCE SHEETS
(in thousands, except per share data)
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|
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As of December 31, |
|
|
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2024 |
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|
2023 |
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ASSETS |
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Current Assets: |
|
|
|
|
|
|
|
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Cash and cash equivalents |
|
$ |
74,974 |
|
|
$ |
71,511 |
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Accounts receivable, net |
|
|
65,211 |
|
|
|
65,168 |
|
Inventories |
|
|
75,018 |
|
|
|
79,600 |
|
Prepaid expenses and other current assets |
|
|
23,295 |
|
|
|
23,825 |
|
Current assets of discontinued operations |
|
|
18,787 |
|
|
|
242,773 |
|
|
|
|
|
|
|
|
|
|
Total Current Assets |
|
|
257,285 |
|
|
|
482,877 |
|
Property, plant and equipment, net |
|
|
47,268 |
|
|
|
54,167 |
|
Goodwill |
|
|
257,605 |
|
|
|
262,111 |
|
Intangible assets, net |
|
|
92,734 |
|
|
|
114,354 |
|
Note receivable |
|
|
64,643 |
|
|
|
|
|
Other assets |
|
|
26,611 |
|
|
|
26,747 |
|
Noncurrent assets of discontinued operations |
|
|
7,528 |
|
|
|
265,089 |
|
|
|
|
|
|
|
|
|
|
Total Assets |
|
$ |
753,674 |
|
|
$ |
1,205,345 |
|
|
|
|
|
|
|
|
|
|
LIABILITIES AND EQUITY |
|
|
|
|
|
|
|
|
Current Liabilities: |
|
|
|
|
|
|
|
|
Accounts payable |
|
$ |
32,958 |
|
|
$ |
27,785 |
|
Income taxes payable |
|
|
3,263 |
|
|
|
2,863 |
|
Other current liabilities |
|
|
62,905 |
|
|
|
67,108 |
|
Current liabilities of discontinued operations |
|
|
34,818 |
|
|
|
75,858 |
|
|
|
|
|
|
|
|
|
|
Total Current Liabilities |
|
|
133,944 |
|
|
|
173,614 |
|
Deferred income taxes |
|
|
|
|
|
|
265 |
|
Lease liability |
|
|
8,218 |
|
|
|
9,080 |
|
Other long-term liabilities |
|
|
9,232 |
|
|
|
9,055 |
|
Non-current portion of debt |
|
|
220,451 |
|
|
|
508,797 |
|
Noncurrent liabilities of discontinued operations |
|
|
122 |
|
|
|
95,041 |
|
|
|
|
|
|
|
|
|
|
Total Liabilities |
|
|
371,967 |
|
|
|
795,852 |
|
|
|
|
|
|
|
|
|
|
Commitments and Contingencies |
|
|
|
|
|
|
|
|
Stockholders Equity: |
|
|
|
|
|
|
|
|
Common stock, $0.01 par value, 150,000 shares authorized Shares, issued and outstanding, of 27,677
and 27,076, respectively |
|
|
277 |
|
|
|
271 |
|
Preferred stock, $0.01 par value, 15,000 shares authorized, 0 shares issued and
outstanding |
|
|
|
|
|
|
|
|
Additional paid in capital |
|
|
938,630 |
|
|
|
922,996 |
|
Accumulated deficit |
|
|
(466,639 |
) |
|
|
(440,814 |
) |
Accumulated other comprehensive loss |
|
|
(90,561 |
) |
|
|
(72,960 |
) |
|
|
|
|
|
|
|
|
|
Total Stockholders Equity |
|
|
381,707 |
|
|
|
409,493 |
|
|
|
|
|
|
|
|
|
|
Total Liabilities and Stockholders Equity |
|
$ |
753,674 |
|
|
$ |
1,205,345 |
|
|
|
|
|
|
|
|
|
|
6
ZIMVIE INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
|
|
|
|
|
|
|
|
|
|
|
For the Years Ended December 31, |
|
|
|
2024 |
|
|
2023 |
|
Cash flows provided by operating activities: |
|
|
|
|
|
|
|
|
Net loss of ZimVie Inc. |
|
$ |
(25,825 |
) |
|
$ |
(393,282 |
) |
Adjustments to reconcile net loss to net cash provided by operating
activities: |
|
|
|
|
|
Depreciation and amortization |
|
|
34,312 |
|
|
|
121,686 |
|
Share-based compensation |
|
|
16,592 |
|
|
|
27,020 |
|
Deferred income tax provision |
|
|
(4,243 |
) |
|
|
(17,088 |
) |
Loss on disposal of fixed assets |
|
|
5,518 |
|
|
|
2,996 |
|
Other non-cash items |
|
|
4,985 |
|
|
|
3,245 |
|
Gain on sale of spine disposal group |
|
|
(11,079 |
) |
|
|
|
|
Adjustment of spine disposal group to fair value |
|
|
(11,143 |
) |
|
|
289,456 |
|
Changes in operating assets and liabilities: |
|
|
|
|
|
|
|
|
Income taxes |
|
|
3,253 |
|
|
|
(15,054 |
) |
Accounts receivable |
|
|
(4,202 |
) |
|
|
21,083 |
|
Related party receivables |
|
|
|
|
|
|
8,483 |
|
Inventories |
|
|
6,443 |
|
|
|
25,446 |
|
Prepaid expenses and other current assets |
|
|
(3,015 |
) |
|
|
5,340 |
|
Accounts payable and accrued liabilities |
|
|
8,323 |
|
|
|
(24,759 |
) |
Related party payable |
|
|
|
|
|
|
(13,176 |
) |
Other assets and liabilities |
|
|
(5,745 |
) |
|
|
(4,248 |
) |
|
|
|
|
|
|
|
|
|
Net cash provided by operating activities |
|
|
14,174 |
|
|
|
37,148 |
|
|
|
|
|
|
|
|
|
|
Cash flows provided by (used in) investing activities: |
|
|
|
|
|
|
|
|
Additions to instruments |
|
|
(1,330 |
) |
|
|
(5,978 |
) |
Additions to other property, plant and equipment |
|
|
(5,352 |
) |
|
|
(6,509 |
) |
Proceeds from sale of spine disposal group, net of cash disposed |
|
|
290,918 |
|
|
|
|
|
Other investing activities |
|
|
(1,940 |
) |
|
|
(2,687 |
) |
|
|
|
|
|
|
|
|
|
Net cash provided by (used in) investing activities |
|
|
282,296 |
|
|
|
(15,174 |
) |
|
|
|
|
|
|
|
|
|
Cash flows used in financing activities: |
|
|
|
|
|
|
|
|
Proceeds from debt |
|
|
|
|
|
|
4,760 |
|
Payments on debt |
|
|
(290,000 |
) |
|
|
(29,304 |
) |
Payments related to tax withholding for share-based compensation |
|
|
(2,825 |
) |
|
|
(3,402 |
) |
Proceeds from stock plan activity |
|
|
1,872 |
|
|
|
2,280 |
|
Business combination contingent consideration payments |
|
|
(3,712 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash used in financing activities |
|
|
(294,665 |
) |
|
|
(25,666 |
) |
|
|
|
|
|
|
|
|
|
Effect of exchange rates on cash and cash equivalents |
|
|
(13,001 |
) |
|
|
1,859 |
|
|
|
|
|
|
|
|
|
|
Decrease in cash and cash equivalents |
|
|
(11,196 |
) |
|
|
(1,833 |
) |
Cash and cash equivalents, beginning of year |
|
|
87,768 |
|
|
|
89,601 |
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents, end of period |
|
$ |
76,572 |
|
|
$ |
87,768 |
|
|
|
|
|
|
|
|
|
|
Presentation includes cash of both continuing and discontinued operations
7
RECONCILIATION OF NET DEBT
Continuing Operations ($ in thousands)
|
|
|
|
|
|
|
|
|
|
|
As of December 31, |
|
|
|
2024 |
|
|
2023 |
|
Non-current portion of debt |
|
$ |
220,451 |
|
|
$ |
508,797 |
|
Less: Cash and cash equivalents |
|
|
(74,974 |
) |
|
|
(71,511 |
) |
|
|
|
|
|
|
|
|
|
Net Debt |
|
$ |
145,477 |
|
|
$ |
437,286 |
|
|
|
|
|
|
|
|
|
|
RECONCILIATION OF CONSTANT CURRENCY NET SALES
Continuing Operations ($ in thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Three Months Ended December 31, |
|
|
Change (%) |
|
|
Foreign Exchange Impact |
|
|
Constant Currency % Change |
|
|
|
2024 |
|
|
2023 |
|
United States |
|
$ |
64,402 |
|
|
$ |
65,383 |
|
|
|
(1.5 |
%) |
|
|
0.0 |
% |
|
|
(1.5 |
%) |
International |
|
|
47,119 |
|
|
|
47,683 |
|
|
|
(1.2 |
%) |
|
|
(1.2 |
%) |
|
|
(0.0 |
%) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Dental Third Party Sales |
|
|
111,521 |
|
|
|
113,066 |
|
|
|
(1.4 |
%) |
|
|
(0.5 |
%) |
|
|
(0.9 |
%) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Related Party Net Sales |
|
|
|
|
|
|
|
|
|
|
0.0 |
% |
|
|
0.0 |
% |
|
|
0.0 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Dental Net Sales |
|
$ |
111,521 |
|
|
$ |
113,066 |
|
|
|
(1.4 |
%) |
|
|
(0.5 |
%) |
|
|
(0.9 |
%) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Years Ended December 31, |
|
|
Change (%) |
|
|
Foreign Exchange Impact |
|
|
Constant Currency % Change |
|
|
|
2024 |
|
|
2023 |
|
United States |
|
$ |
266,816 |
|
|
$ |
269,557 |
|
|
|
(1.0 |
%) |
|
|
0.0 |
% |
|
|
(1.0 |
%) |
International |
|
|
182,933 |
|
|
|
187,640 |
|
|
|
(2.5 |
%) |
|
|
(1.0 |
%) |
|
|
(1.5 |
%) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Dental Third Party Sales |
|
|
449,749 |
|
|
|
457,197 |
|
|
|
(1.6 |
%) |
|
|
(0.4 |
%) |
|
|
(1.2 |
%) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Related Party Net Sales |
|
|
|
|
|
|
236 |
|
|
|
(100.0 |
%) |
|
|
0.0 |
% |
|
|
(100.0 |
%) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Dental Net Sales |
|
$ |
449,749 |
|
|
$ |
457,433 |
|
|
|
(1.7 |
%) |
|
|
(0.4 |
%) |
|
|
(1.3 |
%) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
8
RECONCILIATION OF ADJUSTED NET INCOME AND DILUTED EPS
Continuing Operations (in thousands, except per share data)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Three Months Ended December 31, 2024 |
|
|
|
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 |
|
Reported |
|
$ |
111,521 |
|
|
$ |
(38,707 |
) |
|
$ |
(79,144 |
) |
|
$ |
(6,330 |
) |
|
$ |
(9,668 |
) |
|
$ |
(0.35 |
) |
Restructuring and other cost reduction initiatives
[1] |
|
|
|
|
|
|
|
|
|
|
2,017 |
|
|
|
2,017 |
|
|
|
2,017 |
|
|
|
0.07 |
|
Acquisition, integration, divestiture and related
[2] |
|
|
|
|
|
|
|
|
|
|
5,948 |
|
|
|
5,948 |
|
|
|
5,948 |
|
|
|
0.22 |
|
Intangible asset amortization |
|
|
|
|
|
|
|
|
|
|
5,994 |
|
|
|
5,994 |
|
|
|
5,994 |
|
|
|
0.22 |
|
European union medical device regulation
[3] |
|
|
|
|
|
|
|
|
|
|
766 |
|
|
|
766 |
|
|
|
766 |
|
|
|
0.03 |
|
Other charges [4] |
|
|
|
|
|
|
(289 |
) |
|
|
|
|
|
|
(289 |
) |
|
|
(289 |
) |
|
|
(0.01 |
) |
Litigation settlement [5] |
|
|
|
|
|
|
|
|
|
|
1,095 |
|
|
|
1,095 |
|
|
|
1,095 |
|
|
|
0.04 |
|
Share-based compensation modification
[6] |
|
|
|
|
|
|
|
|
|
|
283 |
|
|
|
283 |
|
|
|
283 |
|
|
|
0.01 |
|
Tax effect of above adjustments & other
[7] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,419 |
|
|
|
0.04 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Adjusted |
|
$ |
111,521 |
|
|
$ |
(38,996 |
) |
|
$ |
(63,041 |
) |
|
$ |
9,484 |
|
|
$ |
7,565 |
|
|
$ |
0.27 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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 |
|
Reported |
|
$ |
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 |
|
Intangible asset amortization |
|
|
|
|
|
|
|
|
|
|
6,134 |
|
|
|
6,134 |
|
|
|
6,134 |
|
|
|
0.23 |
|
European union medical device regulation
[3] |
|
|
|
|
|
|
|
|
|
|
347 |
|
|
|
347 |
|
|
|
347 |
|
|
|
0.01 |
|
Other charges [4] |
|
|
|
|
|
|
278 |
|
|
|
286 |
|
|
|
564 |
|
|
|
564 |
|
|
|
0.02 |
|
Spin-related share-based compensation expense
[8] |
|
|
|
|
|
|
|
|
|
|
5,335 |
|
|
|
5,335 |
|
|
|
5,335 |
|
|
|
0.20 |
|
Tax effect of above adjustments & other
[7] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,524 |
|
|
|
0.09 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Adjusted |
|
$ |
113,066 |
|
|
$ |
(42,295 |
) |
|
$ |
(63,834 |
) |
|
$ |
6,937 |
|
|
$ |
2,572 |
|
|
$ |
0.10 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
[1] |
Restructuring activities to better position the organization and the expenses incurred were primarily related
to employee termination benefits and professional fees. |
[2] |
Acquisition, integration, divestiture and related expenses for the three months ended December 31, 2024
include the write-off of software costs incurred prior to the separation that were determined in the fourth quarter of 2024 to be unusable for ZimVies current enterprise resource planning software system
plans ($4.9 million), as well as professional services fees ($0.6 million) and stranded costs ($0.4 million) related to the sale of the spine segment. Acquisition, integration, divestiture and related expenses for the three months ended
December 31, 2023 include professional services fees ($10.0 million) related to the sale of the spine segment and rebranding costs ($0.4 million) related to the separation from our former parent. |
[3] |
Expenses incurred for initial compliance with the European Union (EU) Medical Device Regulation
(MDR) for previously-approved products. |
9
[4] |
Inventory write-offs resulting from restructuring activities and property, plant, and equipment step-up amortization from prior acquisitions. |
[5] |
Legal expenses associated with the defense of claims that are outside the ordinary course of business.
|
[6] |
Net impact to share-based compensation expense of converting outstanding restricted stock units
(RSUs) with performance-based metrics based on the consolidated results of the spine and dental segments into time-based RSUs following the sale of the spine segment. |
[7] |
Reflects the tax effect of the adjustments from reported to adjusted, as well as an adjustment for
managements expectation of ZimVies statutory tax rate based on current tax law and adjusted pre-tax income. |
[8] |
Spin-related share-based compensation expense from grants provided due to the successful separation from Zimmer
Biomet. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Year Ended December 31, 2024 |
|
|
|
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 |
|
Reported |
|
$ |
449,749 |
|
|
$ |
(162,303 |
) |
|
$ |
(308,110 |
) |
|
$ |
(20,664 |
) |
|
$ |
(33,830 |
) |
|
$ |
(1.23 |
) |
Restructuring and other cost reduction initiatives
[1] |
|
|
|
|
|
|
|
|
|
|
5,681 |
|
|
|
5,681 |
|
|
|
5,681 |
|
|
|
0.21 |
|
Acquisition, integration, divestiture and related
[2] |
|
|
|
|
|
|
|
|
|
|
12,882 |
|
|
|
12,882 |
|
|
|
12,882 |
|
|
|
0.47 |
|
Intangible asset amortization |
|
|
|
|
|
|
|
|
|
|
24,053 |
|
|
|
24,053 |
|
|
|
24,053 |
|
|
|
0.88 |
|
European union medical device regulation
[3] |
|
|
|
|
|
|
|
|
|
|
1,884 |
|
|
|
1,884 |
|
|
|
1,884 |
|
|
|
0.07 |
|
Other charges [4] |
|
|
|
|
|
|
1,144 |
|
|
|
|
|
|
|
1,144 |
|
|
|
1,144 |
|
|
|
0.04 |
|
Litigation settlement [5] |
|
|
|
|
|
|
|
|
|
|
1,095 |
|
|
|
1,095 |
|
|
|
1,095 |
|
|
|
0.04 |
|
Share-based compensation modification
[6] |
|
|
|
|
|
|
|
|
|
|
(238 |
) |
|
|
(238 |
) |
|
|
(238 |
) |
|
|
(0.01 |
) |
Tax effect of above adjustments & other
[7] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4,281 |
|
|
|
0.15 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Adjusted |
|
$ |
449,749 |
|
|
$ |
(161,159 |
) |
|
$ |
(262,753 |
) |
|
$ |
25,837 |
|
|
$ |
16,952 |
|
|
$ |
0.62 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Year 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 |
|
Reported |
|
$ |
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 |
|
Intangible asset amortization |
|
|
|
|
|
|
|
|
|
|
26,512 |
|
|
|
26,512 |
|
|
|
26,512 |
|
|
|
1.00 |
|
Related party |
|
|
(236 |
) |
|
|
231 |
|
|
|
|
|
|
|
(5 |
) |
|
|
(5 |
) |
|
|
|
|
European union medical device regulation
[3] |
|
|
|
|
|
|
|
|
|
|
2,574 |
|
|
|
2,574 |
|
|
|
2,574 |
|
|
|
0.10 |
|
Other charges [4] |
|
|
|
|
|
|
1,143 |
|
|
|
1,145 |
|
|
|
2,288 |
|
|
|
2,288 |
|
|
|
0.09 |
|
Spin-related share-based compensation expense
[8] |
|
|
|
|
|
|
|
|
|
|
7,679 |
|
|
|
7,679 |
|
|
|
7,679 |
|
|
|
0.29 |
|
Tax effect of above adjustments & other
[7] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3,152 |
|
|
|
0.12 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Adjusted |
|
$ |
457,197 |
|
|
$ |
(165,676 |
) |
|
$ |
(263,728 |
) |
|
$ |
27,793 |
|
|
$ |
5,835 |
|
|
$ |
0.22 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
[1] |
Restructuring activities to better position the organization and the expenses incurred were primarily related
to employee termination benefits and professional fees. |
10
[2] |
Acquisition, integration, divestiture and related expenses for the year ended December 31, 2024 include
the write-off of software costs incurred prior to the separation that were determined in the fourth quarter of 2024 to be unusable for ZimVies current enterprise resource planning software system plans
($4.9 million) and professional services fees ($2.4 million) related to the evaluation of strategic alternatives for our portfolio, as well as professional services fees ($3.9 million) and stranded costs ($1.5 million) related to the sale of the
spine segment. Acquisition, integration, divestiture and related expenses for the year ended December 31, 2023 include professional services fees ($11.6 million) related to the sale of our spine segment, as well as professional services fees
($1.8 million), rebranding costs ($0.9 million) and information technology costs ($0.7 million) related to the separation from our former parent. |
[3] |
Expenses incurred for initial compliance with the EU MDR for previously-approved products.
|
[4] |
Inventory write-offs resulting from restructuring activities and property, plant, and equipment step-up amortization from prior acquisitions. |
[5] |
Legal expenses associated with the defense of claims that are outside the ordinary course of business.
|
[6] |
Net impact to share-based compensation expense of converting outstanding RSUs with performance-based metrics
based on the consolidated results of the spine and dental segments into time-based RSUs following the sale of the spine segment. |
[7] |
Reflects the tax effect of the adjustments from reported to adjusted, as well as an adjustment for
managements expectation of ZimVies statutory tax rate based on current tax law and adjusted pre-tax income. |
[8] |
Spin-related share-based compensation expense from grants provided due to the successful separation from Zimmer
Biomet. |
RECONCILIATION OF ADJUSTED EBITDA:
Continuing Operations ($ in thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Three Months Ended December 31, |
|
|
For the Years Ended December 31, |
|
|
|
2024 |
|
|
2023 |
|
|
2024 |
|
|
2023 |
|
Net Sales |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Third Party Sales |
|
$ |
111,521 |
|
|
$ |
113,066 |
|
|
$ |
449,749 |
|
|
$ |
457,197 |
|
Related Party Sales |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
236 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Net Sales |
|
$ |
111,521 |
|
|
$ |
113,066 |
|
|
$ |
449,749 |
|
|
$ |
457,433 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Loss |
|
$ |
(9,668 |
) |
|
$ |
(22,163 |
) |
|
$ |
(33,830 |
) |
|
$ |
(56,049 |
) |
Interest expense, net |
|
|
2,009 |
|
|
|
4,976 |
|
|
|
11,837 |
|
|
|
20,234 |
|
Income tax provision |
|
|
4,077 |
|
|
|
3,428 |
|
|
|
10,237 |
|
|
|
5,202 |
|
Depreciation and amortization |
|
|
8,358 |
|
|
|
7,908 |
|
|
|
33,168 |
|
|
|
34,507 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
EBITDA |
|
|
4,776 |
|
|
|
(5,851 |
) |
|
|
21,412 |
|
|
|
3,894 |
|
Share-based compensation |
|
|
4,118 |
|
|
|
9,316 |
|
|
|
15,879 |
|
|
|
23,476 |
|
Restructuring and other cost reduction initiatives
[1] |
|
|
2,017 |
|
|
|
(717 |
) |
|
|
5,681 |
|
|
|
4,489 |
|
Acquisition, integration, divestiture and related
[2] |
|
|
5,948 |
|
|
|
10,548 |
|
|
|
12,882 |
|
|
|
15,195 |
|
Related party gain |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(5 |
) |
European Union medical device regulation
[3] |
|
|
766 |
|
|
|
347 |
|
|
|
1,884 |
|
|
|
2,574 |
|
Litigation settlement [4] |
|
|
1,095 |
|
|
|
|
|
|
|
1,095 |
|
|
|
|
|
Other charges [5] |
|
|
(289 |
) |
|
|
278 |
|
|
|
1,144 |
|
|
|
1,143 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Adjusted EBITDA |
|
$ |
18,431 |
|
|
$ |
13,921 |
|
|
$ |
59,977 |
|
|
$ |
50,766 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Loss Margin [6] |
|
|
(8.7 |
%) |
|
|
(19.6 |
%) |
|
|
(7.5 |
%) |
|
|
(12.3 |
%) |
Adjusted EBITDA Margin [7] |
|
|
16.5 |
% |
|
|
12.3 |
% |
|
|
13.3 |
% |
|
|
11.1 |
% |
[1] |
Restructuring activities to better position our organization for future success based on the current business
environment and sale of the spine business, primarily related to employee termination benefits and professional fees. |
[2] |
Acquisition, integration, divestiture and related expenses for the three months and year ended
December 31, 2024 include the write-off of software costs incurred prior to the separation that were determined in the fourth quarter of 2024 to be unusable for ZimVies current enterprise resource
planning software system plans ($4.9 million and $4.9 million, respectively) and professional services fees ($0 and $2.4 million, respectively) related to the evaluation of strategic alternatives for our portfolio, as well as
professional services fees ($0.6 million and $3.9 million, respectively) and stranded costs ($0.4 million and $1.5 million, respectively) related to the sale of the spine segment. Acquisition, integration, divestiture and related
expenses for the three months and year ended December 31, 2023 include professional services fees ($10.0 million and $11.6 million, respectively) related to the sale of our spine segment, as well as professional services fees ($0 and
$1.8 million, respectively), rebranding costs ($0.4 million and $0.9 million, respectively) and information technology costs ($0 and $0.7 million, respectively) related to the separation from our former parent.
|
[3] |
Expenses incurred for initial compliance with the EU MDR for previously-approved products.
|
[4] |
Legal expenses associated with the defense of claims that are outside the ordinary course of business.
|
[5] |
Inventory write-offs resulting from restructuring activities and property, plant, and equipment step-up amortization from prior acquisitions. |
[6] |
Net Loss Margin is calculated as Net Loss divided by third party net sales for the applicable period.
|
[7] |
Adjusted EBITDA Margin is Adjusted EBITDA divided by third party net sales for the applicable period.
|
11
RECONCILIATION OF ADJUSTED COST OF PRODUCTS SOLD (excluding intangible asset amortization), R&D and
SG&A:
Continuing Operations ($ in thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended December 31, |
|
|
Percentage of Third Party Net Sales |
|
|
Years Ended December 31, |
|
|
Percentage of Third Party Net Sales |
|
|
|
2024 |
|
|
2023 |
|
|
2024 |
|
|
2023 |
|
|
2024 |
|
|
2023 |
|
|
2024 |
|
|
2023 |
|
Cost of products sold, excluding intangible asset amortization |
|
$ |
(38,707 |
) |
|
$ |
(42,573 |
) |
|
|
(34.7 |
%) |
|
|
(37.7 |
%) |
|
$ |
(162,303 |
) |
|
$ |
(166,819 |
) |
|
|
(36.1 |
%) |
|
|
(36.5 |
%) |
Other charges [1] |
|
|
(289 |
) |
|
|
278 |
|
|
|
(0.3 |
%) |
|
|
0.3 |
% |
|
|
1,144 |
|
|
|
1,143 |
|
|
|
0.3 |
% |
|
|
0.3 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Adjusted cost of products sold, excluding intangible asset amortization |
|
$ |
(38,996 |
) |
|
$ |
(42,295 |
) |
|
|
(35.0 |
%) |
|
|
(37.4 |
%) |
|
$ |
(161,159 |
) |
|
$ |
(165,676 |
) |
|
|
(35.8 |
%) |
|
|
(36.2 |
%) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2024 |
|
|
2023 |
|
|
2024 |
|
|
2023 |
|
|
2024 |
|
|
2023 |
|
|
2024 |
|
|
2023 |
|
Research and development |
|
$ |
(6,621 |
) |
|
$ |
(6,893 |
) |
|
|
(5.9 |
%) |
|
|
(6.1 |
%) |
|
$ |
(26,905 |
) |
|
$ |
(26,162 |
) |
|
|
(6.0 |
%) |
|
|
(5.7 |
%) |
European union medical device regulation
[2] |
|
|
766 |
|
|
|
347 |
|
|
|
0.7 |
% |
|
|
0.3 |
% |
|
|
1,884 |
|
|
|
2,574 |
|
|
|
0.4 |
% |
|
|
0.5 |
% |
Share-based compensation modification
[3] |
|
|
21 |
|
|
|
|
|
|
|
0.0 |
% |
|
|
0.0 |
% |
|
|
(25 |
) |
|
|
|
|
|
|
0.0 |
% |
|
|
0.0 |
% |
Spin-related share-based compensation expense
[4] |
|
|
|
|
|
|
80 |
|
|
|
0.0 |
% |
|
|
0.1 |
% |
|
|
|
|
|
|
320 |
|
|
|
0.0 |
% |
|
|
0.1 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Adjusted research and development |
|
$ |
(5,834 |
) |
|
$ |
(6,466 |
) |
|
|
(5.2 |
%) |
|
|
(5.7 |
%) |
|
$ |
(25,046 |
) |
|
$ |
(23,268 |
) |
|
|
(5.6 |
%) |
|
|
(5.1 |
%) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2024 |
|
|
2023 |
|
|
2024 |
|
|
2023 |
|
|
2024 |
|
|
2023 |
|
|
2024 |
|
|
2023 |
|
Selling, general and administrative |
|
$ |
(58,564 |
) |
|
$ |
(62,909 |
) |
|
|
(52.5 |
%) |
|
|
(55.6 |
%) |
|
$ |
(238,589 |
) |
|
$ |
(248,964 |
) |
|
|
(53.0 |
%) |
|
|
(54.5 |
%) |
Other charges [1] |
|
|
|
|
|
|
286 |
|
|
|
0.0 |
% |
|
|
0.3 |
% |
|
|
|
|
|
|
1,145 |
|
|
|
0.0 |
% |
|
|
0.3 |
% |
Litigation settlement [5] |
|
|
1,095 |
|
|
|
|
|
|
|
1.0 |
% |
|
|
0.0 |
% |
|
|
1,095 |
|
|
|
|
|
|
|
0.2 |
% |
|
|
0.0 |
% |
Share-based compensation modification
[3] |
|
|
262 |
|
|
|
|
|
|
|
0.2 |
% |
|
|
0.0 |
% |
|
|
(213 |
) |
|
|
|
|
|
|
(0.1 |
%) |
|
|
0.0 |
% |
Spin-related share-based compensation expense
[4] |
|
|
|
|
|
|
5,255 |
|
|
|
0.0 |
% |
|
|
4.6 |
% |
|
|
|
|
|
|
7,359 |
|
|
|
0.0 |
% |
|
|
1.6 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Adjusted selling, general and administrative |
|
$ |
(57,207 |
) |
|
$ |
(57,368 |
) |
|
|
(51.3 |
%) |
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(50.7 |
%) |
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$ |
(237,707 |
) |
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$ |
(240,460 |
) |
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(52.9 |
%) |
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(52.6 |
%) |
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[1] |
Inventory write-offs resulting from restructuring activities and property, plant, and equipment step-up amortization from prior acquisitions. |
[2] |
Expenses incurred for initial compliance with the EU MDR for previously-approved products.
|
[3] |
Net impact to share-based compensation expense of converting outstanding RSUs with performance-based metrics
based on the consolidated results of the spine and dental segments to time-based RSUs following the sale of the spine segment. |
[4] |
Spin-related share-based compensation expense from grants provided due to the successful separation from Zimmer
Biomet. |
[5] |
Legal expenses associated with the defense of claims that are outside the ordinary course of business.
|
12
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A Global Dental Leader February 2025
Exhibit 99.2
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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 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: 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, including impacts from tariffs; 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 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 of our shares of common stock by Zimmer Biomet Holdings, Inc. in 2022 (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;
and the effects of global pandemics 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. 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. Non-GAAP Financial Measures This
presentation contains financial measures which have not been calculated in accordance with United States generally accepted accounting principles (“GAAP”), because they are a basis upon which our management assesses our performance.
Although we believe these measures may be useful for investors for the same reason, these financial measures should not be considered as an alternative to GAAP financial measures as a measure of our financial condition, performance or liquidity. In
addition, these financial measures may not be comparable to similar measures used by other companies. In the Appendix to this presentation, we provide further descriptions of these non-GAAP measures and reconciliations of these non-GAAP measures to
the most directly comparable GAAP measures.
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ZimVie: A Global Dental Leader
Market-leading portfolio of premium implants, restorative implant solutions, biomaterials solutions, and digital dentistry technologies 8M Only 25% receive tooth replacement Focused on driving greater adoption of dental implants through training,
education, and digital workflow Leading with differentiated technology and continuing to invest in innovation U.S. patients seek treatment for tooth loss annually
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Dental Implants: Portfolio Overview
Premium implant portfolio catering to both routine and complex cases along with a full range of surgical tools and restorative components TSX® Implant System Launched in 2022, TSX Implants are designed to simplify procedures and optimize
practice protocols to deliver peri-implant health, crestal bone maintenance, long-term osseointegration, and prosthetic stability. T3® PRO Implant System Launched in 2022, the T3® PRO Implant builds on the proven solutions of the T3
Tapered Implant, providing immediate function and an optimized implant experience for both dentists and patients. Full restorative portfolio range Large restorative portfolio to rebuild the tooth aesthetically and efficiently, including digital and
analogue components. Key Products & Brands
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Biomaterials: Portfolio Overview
Biomaterial solutions that are used for bone and tissue regeneration, helping build a healthy site necessary for dental implant success to deliver aesthetic results Xenograft and Synthetic Bone Grafts Alternative to human-donor sourced bone with
both xenograft and synthetic bone material that can be used to create a suitable surface of implantation. Puros® Allograft Bone Block Human-donor sourced bone graft block that is custom shaped to the patient defect for an excellent fit with
predictable outcomes that provides a stable surface for implant placement. Puros® Allograft Products Human-donor sourced bone graft material with premium proprietary processing used to replace missing or damaged bone to provide a foundation for
the implant and create desirable aesthetic outcomes. Key Products & Brands Barrier Membranes By providing a reliable barrier during the critical phases of wound healing, these membranes help to conceal the site and maintain space to allow bone
growth to occur.
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Digital: Portfolio Overview End-to-end
solutions ranging from intraoral scanning technology to open architecture CAD/CAM systems, guided surgery solutions, and patient-specific restorations BellaTek® Patient Specific Restorative Solutions Patient-specific abutments, bars, implant
bridges, and hybrid restorations designed to match each patient’s oral anatomy. RealGUIDE® Software Software suite that offers precise planning, designing, and predictable placement of dental implants and restorations, helping users
manage procedural risk more effectively and plan complex cases in a fraction of the time. Implant Concierge Virtual treatment planning through Implant Concierge™ provides outsourced treatment planning services and guided surgery solutions,
significantly improving efficiency and workflow in the dental office. Key Products & Brands GenTek™ Digital Restorative Solutions End-to-end prosthetic offerings designed to support CAD/CAM restorations.
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Revitalizing the Portfolio with Recent
Launches Dental Implants Biomaterials Digital Dentistry T3® PRO Implant Encode® Emergence Healing Abutment TSX® Implant Azure™ Multi-Platform Solutions Portfolio RegenerOss® Cortico–Cancellous Particulate
RegenerOss® Bone Graft Plug Biotivity™ A/C Plus Membrane Biotivity™ Hyaluronic Acid RealGUIDE® 5.4 Software CAD/CAM Workflow Systems MEDIT Intraoral Scanners ZimVie Scan Bar and BellaTek® Bars
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Virtual Treatment Planning Digitally
Guided Surgical Kits End-to-End Solutions Save Time and Improve the Clinician and Patient Experience *Internal data AI facilitated restorative solutions require significantly fewer labor hours* ZimVie Encode Emergence workflow reduces chair time and
saves one restorative impression appointment Seeing rapid adoption of guided surgery software (39% growth in FY24)
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2024 Achievements: Driving Leverage
and Operationalization Continued reduction of corporate expenses following exit from Spine-related TSAs Substantially reduced debt to improve financial health and flexibility Streamlined operational profile Positioned to drive greater operating
efficiency and free cash flow METRIC 4Q24* 4Q23* CHANGE Net Sales $111.5M $113.1M ($1.5M) (1.4%) Net Debt $145.5M(1) $437.3M(1) -$291.8M (67%) Adjusted Cost of Products Sold (excluding intangible asset amortization) as a % of Third Party Sales
35.0%(1) 37.4%(1) +240bps Adjusted EBITDA $18.4M(1) $13.9M(1) +$4.5M (32%) Adjusted EPS $0.27(1) $0.10(1) +$0.17 (170%) Cash and Cash Equivalents $75.0M $71.5M +$3.5M *Reflects 4Q 2024 & 2023 continuing operations results. (1) This is a non-GAAP
financial measure. Refer to the reconciliation in the Appendix for further information.
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Financial Profile & Outlook Q4
2024* FY 2025* Drivers of Progress Expanding portfolio adoption within large, underserved dental markets Reducing expense profile to improve margins Adjusted EBITDA $18.4M(1) $65M - $70M(2) Net Sales $111.5M $445M - $460M Best-in-class portfolio and
commitment to ongoing innovation Improvements to 2025 operating efficiency despite end-market challenges *Reflects continuing operations results. (1) This is a non-GAAP financial measure. Refer to the reconciliation in the Appendix for further
information. (2) 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 Non-GAAP Financial
Measures” in the Appendix, which identifies the information that is unavailable without unreasonable efforts and provides additional information. Adjusted EPS $0.27(1) $0.80 - $0.95(2) (1%) – 2% Reported Growth* 8% – 17% (2) 29%
– 53% (2) CC Growth[2] Flat – 3% 8% – 17% (2) 31% – 55% (2)
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Appendix
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Note on Non-GAAP Financial Measures
This presentation 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. Net debt is a non-GAAP financial measure provided in this
presentation for certain periods and is calculated by subtracting cash and cash equivalents on a GAAP basis from the non-current portion of debt on a GAAP basis, as detailed in the reconciliations presented later in this presentation. Adjusted cost
of products sold (excluding intangible asset amortization), adjusted R&D and adjusted SG&A (on an actual basis and as a percentage of sales) are non-GAAP financial measures provided in this presentation for certain periods and are calculated
by excluding the effects of certain items from cost of products sold (excluding intangible asset amortization), R&D and SG&A, respectively, on a GAAP basis, as detailed in the reconciliations presented later in this presentation. Adjusted
EBITDA is a non-GAAP financial measure provided in this presentation for certain periods and is calculated by excluding certain items from net loss from Continuing Operations on a GAAP basis, as detailed in the reconciliations presented later in
this presentation. Adjusted EBITDA margin is Adjusted EBITDA divided by third party net sales from Continuing Operations for the applicable period. Adjusted diluted earnings (loss) per share is a non-GAAP financial measure provided in this
presentation for certain periods and is calculated by excluding the effects of certain items from diluted earnings (loss) per share on a GAAP basis, as detailed in the reconciliations presented later in this presentation. Reconciliations of these
non-GAAP measures to the most directly comparable GAAP financial measures are included in this presentation. 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 (loss) 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 presentation also includes certain forward-looking
non-GAAP financial measures for the year ending December 31, 2025. 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.
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As of December 31, 2024 2023
Non-current portion of debt $ 220,451 $ 508,797 Less: Cash and cash equivalents (74,974) (71,511) Net Debt $ 145,477 $ 437,286 Reconciliation of Net Debt Continuing Operations ($ in thousands)
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For the Three Months Ended
December 31 Percentage of Third Party Net Sales For the Year Ended December 31 Percentage of Third Party Net Sales 2024 2023 2024 2023 2024 2023 2024 2023 Cost of products sold, excluding intangible asset amortization $ (38,707)
$ (42,573) (34.7%) (37.7%) $ (162,303) $ (166,819) (36.1%) (36.5%) Other charges [1] (289) 278 (0.3%) 0.3% 1,144 1,143 0.3% 0.3% Adjusted cost of products sold, excluding intangible asset amortization $ (38,996) $ (42,295) (35.0%) (37.4%) $
(161,159) $ (165,676) (35.8%) (36.2%) Reconciliation of Adjusted Cost of Products Sold (Excluding Intangible Asset Amortization) Continuing Operations ($ in thousands) [1] Inventory write-offs resulting from restructuring activities and property,
plant, and equipment step-up amortization from prior acquisitions.
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For the Three Months Ended
December 31 Percentage of Third Party Net Sales For the Year Ended December 31 Percentage of Third Party Net Sales 2024 2023 2024 2023 2024 2023 2024 2023 Research and development $ (6,621) $ (6,893) (5.9%) (6.1%) $ (26,905) $
(26,162) (6.0%) (5.7%) European union medical device regulation [1] 766 347 0.7% 0.3% 1,844 2,574 0.4% 0.5% Share-based compensation modification [2] 21 - 0.0% 0.0% (25) - 0.0% 0.0% Spin-related share-based compensation expense [3] - 80 0.0% 0.1% -
320 0.0% 0.1% Adjusted cost of products sold, excluding intangible asset amortization $ (5,834) $ (6,466) (5.2%) (5.7%) $ (25,046) $ (23,268) (5.6%) (5.1%) Reconciliation of Adjusted R&D and Adjusted SG&A Continuing Operations ($ in
thousands) [1] Expenses incurred for initial compliance with the European Union (“EU”) Medical Device Regulation (“MDR”) for previously-approved products. [2] Net impact to share-based compensation expense of converting
outstanding Restricted Stock Units (“RSUs”) with performance-based metrics based on the consolidated results of the spine and dental segments to time-based RSUs following the sale of the spine segment. [3] Spin-related share-based
compensation expense from grants provided due to the successful separation from Zimmer Biomet. [4] Inventory write-offs resulting from restructuring activities and property, plant, and equipment step-up amortization from prior acquisitions. [5]
Legal expenses associated with the defense of claims that are outside the ordinary course of business. For the Three Months Ended December 31 Percentage of Third Party Net Sales For the Year Ended December 31 Percentage of
Third Party Net Sales 2024 2023 2024 2023 2024 2023 2024 2023 Selling, general and administrative $ (58,564) $ (62,909) (52.5%) (55.6%) $ (238,589) $ (248,964) (53.0%) (54.5%) Other charges [4] - 286 0.0% 0.3% - 1,145 0.0% 0.3% Litigation settlement
[5] 1,095 - 1.0% 0.0% 1,095 - 0.2% 0.0% Share-based compensation modification [2] 262 - 0.2% 0.0% (213) - (0.1%) 0.0% Spin-related share-based compensation expense [3] - 5,255 0.0% 4.6% - 7,359 0.0% 1.6% Adjusted cost of products sold, excluding
intangible asset amortization $ (57,207) $ (57,368) (51.3%) (50.7%) $ (237,707) $ (240,460) (52.9%) (52.6%)
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Reconciliation of Adjusted EBITDA
Continuing Operations ($ in thousands) For the Three Months Ended December 31 For the Year Ended December 31, 2024 Continuing Operations of ZimVie Inc. 2024 2023 2024 2023 Net Sales Total Third Party Sales $ 111,521 $ 113,066 $ 449,749 $ 457,197
Related Party Sales - - - 236 Total Net Sales $ 111,521 $ 113,066 $ 449,749 $ 457,433 Net Loss $ (9,668) $ (22,163) $ (33,830) $ (56,049) Interest expense, net 2,009 4,976 11,837 20,234 Income tax provision 4,077 3,428 10,237 5,202 Depreciation and
amortization 8,358 7,908 33,168 34,507 EBITDA 4,776 (5,851) 21,412 3,894 Share-based compensation 4,118 9,316 15,879 23,476 Restructuring and other cost reduction initiatives [1] 2,017 (717) 5,681 4,489 Acquisition, integration,
divestiture and related [2] 5,948 10,548 12,882 15,195 Related party gain - - - (5) European union medical device regulation [3] 766 347 1,884 2,574 Litigation settlement [4] 1,095 - 1,095 - Other charges [5] (289) 278 1,144 1,143 Adjusted EBITDA $
18,431 $ 13,921 $ 59,977 $ 50,766 Net Loss Margin [6] (8.7%) (19.6%) (7.5%) (12.3%) Adjusted EBITDA Margin [7] 16.5% 12.3% 13.3% 11.1% [1] Restructuring activities to better position our organization for future success based on the current business
environment and sale of the spine business, primarily related to employee termination benefits and professional fees. [2] Acquisition, integration, divestiture and related expenses for the three months and year ended December 31, 2024 include the
write-off of software costs incurred prior to the separation that were determined in the fourth quarter of 2024 to be unusable for ZimVie's current enterprise resource planning software system plans ($4.9 million and $4.9 million, respectively) and
professional services fees ($0 and $2.4 million, respectively) related to the evaluation of strategic alternatives for our portfolio, as well as professional services fees ($0.6 million and $3.9 million, respectively) and stranded costs ($0.4
million and $1.5 million, respectively) related to the sale of the spine segment. Acquisition, integration, divestiture and related expenses for the three months and year ended December 31, 2023 include professional services fees ($10.0 million and
$11.6 million, respectively) related to the sale of our spine segment, as well as professional services fees ($0 and $1.8 million, respectively), rebranding costs ($0.4 million and $0.9 million, respectively) and information technology costs ($0 and
$0.7 million, respectively) related to the separation from our former parent. [3] Expenses incurred for initial compliance with the EU MDR for previously-approved products. [4] Legal expenses associated with the defense of claims that are outside
the ordinary course of business. [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.
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Reconciliation of Adjusted Net
(Loss) Income and Adjusted EPS Continuing Operations (in thousands, except per share data) [1] Restructuring activities to better position the organization and the expenses incurred were primarily related to employee termination benefits and
professional fees. [2] Acquisition, integration, divestiture and related expenses for the three months ended December 31, 2024 include the write-off of software costs incurred prior to the separation that were determined in the fourth quarter of
2024 to be unusable for ZimVie's current enterprise resource planning software system plans ($4.9 million), as well as professional services fees ($0.6 million) and stranded costs ($0.4 million) related to the sale of the spine segment. Acquisition,
integration, divestiture and related expenses for the three months ended December 31, 2023 include professional services fees ($10.0 million) related to the sale of the spine segment and rebranding costs ($0.4 million) related to the separation from
our former parent. [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] Legal expenses associated with the defense of claims that are outside the ordinary course of business. [6] Net impact to share-based compensation expense of converting outstanding restricted stock units (“RSUs”) with
performance-based metrics based on the consolidated results of the spine and dental segments into time-based RSUs following the sale of the spine segment. [7] 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. [8] Spin-related share-based compensation expense from grants provided due to the successful separation from
Zimmer Biomet. For the Three Months Ended December 31, 2024 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 Reported $
111,521 $ (38,707) $ (79,144) $ (6,330) $ (9,668) $ (0.35) Restructuring and other cost reduction initiatives [1] - - 2,017 2,017 2,017 0.07 Acquisition, integration, divestiture and related [2] - - 5,948 5,948 5,948 0.22 Intangible asset
amortization - - 5,994 5,994 5,994 0.22 European union medical device regulation [3] - - 766 766 766 0.03 Other charges [4] - (289) - (289) (289) (0.01) Litigation settlement [5] - - 1,095 1,095 1,095 0.04 Share-based compensation modification [6] -
- 283 283 283 0.01 Tax effect of above adjustments & other [7] - - - - 1,419 0.04 Adjusted $ 111,521 $ (38,996) $ (63,041) $ 9,484 $ 7,565 $ 0.27 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 Reported $ 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 Intangible asset amortization - - 6,134 6,134 6,134 0.23 European union medical device regulation [3] - - 347 347 347 0.01 Other
charges [4] - 278 286 564 564 0.02 Spin-related share-based compensation expense [8] - - 5,335 5,335 5,335 0.20 Tax effect of above adjustments & other [7] - - - - 2,524 0.09 Adjusted $ 113,066 $ (42,295) $ (63,834) $ 6,937 $ 2,572 $ 0.10
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Reconciliation of Adjusted Net
(Loss) Income and Adjusted EPS Continuing Operations (in thousands, except per share data) [1] Restructuring activities to better position the organization and the expenses incurred were primarily related to employee termination benefits and
professional fees. [2] Acquisition, integration, divestiture and related expenses for the year ended December 31, 2024 include the write-off of software costs incurred prior to the separation that were determined in the fourth quarter of 2024 to be
unusable for ZimVie's current enterprise resource planning software system plans ($4.9 million) and professional services fees ($2.4 million) related to the evaluation of strategic alternatives for our portfolio, as well as professional services
fees ($3.9 million) and stranded costs ($1.5 million) related to the sale of the spine segment. Acquisition, integration, divestiture and related expenses for the year ended December 31, 2023 include professional services fees ($11.6 million)
related to the sale of our spine segment, as well as professional services fees ($1.8 million), rebranding costs ($0.9 million) and information technology costs ($0.7 million) related to the separation from our former parent. [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] Legal expenses associated
with the defense of claims that are outside the ordinary course of business. [6] Net impact to share-based compensation expense of converting outstanding RSUs with performance-based metrics based on the consolidated results of the spine and dental
segments into time-based RSUs following the sale of the spine segment. [7] 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. [8] Spin-related share-based compensation expense from grants provided due to the successful separation from Zimmer Biomet. For the Year Ended December 31, 2024 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 Reported $ 449,749 $ (162,303) $ (308,110) $ (20,664) $ (33,830) $ (1.23) Restructuring and other cost
reduction initiatives [1] - - 5,681 5,681 5,681 0.21 Acquisition, integration, divestiture and related [2] - - 12,882 12,882 12,882 0.47 Intangible asset amortization - - 24,053 24,053 24,053 0.88 European union medical device regulation [3] - -
1,884 1,884 1,884 0.07 Other charges [4] - 1,144 - 1,144 1,144 0.04 Litigation settlement [5] - - 1,095 1,095 1,095 0.04 Share-based compensation modification [6] - - (238) (238) (238) (0.01) Tax effect of above adjustments & other [7] - - - -
4,281 0.15 Adjusted $ 449,749 $ (161,159) $ (262,753) $ 25,837 $ 16,952 $ 0.62 For the Year 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 Reported $ 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 Intangible asset amortization - - 26,512 26,512 26,512 1.00 Related party (236) 231 - (5) (5) - European union medical device regulation [3] - - 2,574 2,574 2,574 0.10 Other charges [4] - 1,143 1,145
2,288 2,288 0.09 Spin-related share-based compensation expense [8] - - 7,679 7,679 7,679 0.29 Tax effect of above adjustments & other [7] - - - - 3,152 0.12 Adjusted $ 457,197 $ (165,676) $ (263,728) $ 6,937 $ 5,835 $ 0.22
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