8-K

 

 

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 7, 2022

 

 

ZIMVIE INC.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   001-41242   87-2007795

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

10225 Westmoor Drive

Westminster, Colorado 80021

(Address of principal executive offices) (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 (see General Instruction A.2. below):

 

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

 

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

 

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

 

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:

 

Title of each class

 

Trading Symbol(s)

 

Name of each exchange on which registered

Common Stock, $0.01 par value   ZIMV   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 7.01

Regulation FD Disclosure

On February 7, 2022, beginning at 11:00 a.m., Eastern Time, ZimVie Inc. (the “Company”), a wholly owned subsidiary of Zimmer Biomet Holdings, Inc. (“Zimmer Biomet”), is holding a virtual investor day event in connection with Zimmer Biomet’s previously announced plan to separate its dental and spine businesses into a standalone, publicly traded company through the spinoff of the Company.

A copy of the investor presentation to be used in connection with the investor day event is furnished as Exhibit 99.1 to this Current Report on Form 8-K and the information set forth therein is incorporated herein by reference and constitutes a part of this report. A live and archived webcast of the event can be accessed via Zimmer Biomet’s Investor Relations website at https://investor.zimmerbiomet.com.

The press release issued on February 7, 2022 with respect to the investor day event, which also provides certain financial guidance with respect to the Company, 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 and constitutes a part of this report.

The information contained in this Item 7.01, including Exhibits 99.1 and 99.2, is being furnished and shall not be deemed to be “filed” with the Securities and Exchange Commission for 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
No.

  

Description

99.1    ZimVie Inc. Investor Presentation, dated February 7, 2022.
99.2    Press Release, dated February 7, 2022, regarding investor day and financial outlook.


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 hereunto duly authorized.

Date:    February 7, 2022

 

ZIMVIE INC.
By:  

/s/ Heather Kidwell

Name:   Heather Kidwell
Title:   Senior Vice President, Chief Legal and Compliance Officer and Corporate Secretary
EX-99.1

Exhibit 99.1

 

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Investor Day February 7, 2022    


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Disclaimer FORWARD-LOOKING STATEMENTS AND NON-GAAP MEASURES Safe Harbor Statement under the Private 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,” “look forward to” 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: 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; 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 US and international businesses, including regulations of the FDA 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 IRS that the distribution or certain related transactions should be treated as taxable transactions; expected 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 businesses will not be separated successfully or such separation 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 EU 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 interest rate and currency exchange rate fluctuations; 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. 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, profitability and 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 corresponding most closely related GAAP measures.


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Agenda Time (EST) Topics Presenter 11:00 – 11:05am Welcome Vafa Jamali Introduction to ZimVie CEO 11:05 – 11:30am Business Highlights Indraneel Kanaglekar 11:30am – 12:00pm Overview of Dental Opportunity SVP, President of Global Dental Rebecca Whitney 12:00 – 12:40pm Overview of Spine Opportunity SVP, President of Global Spine Rich Heppenstall 12:40 – 12:50pm Financial Overview CFO Vafa Jamali 12:55 – 1:00pm Wrap Up CEO 1:00 – 1:15pm Break All 1:15 – 1:45pm Q&A All


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Indraneel Kanaglekar Rebecca Whitney Rich Heppenstall SVP, President, SVP, President, ZimVie Global Dental, Global Spine, Chief Financial Officer ZimVie ZimVie [Graphic Appears Here] [Graphic Appears Here] [Graphic Appears Here] [Graphic Appears Here] Vafa Jamali ZimVie Chief Executive Officer


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Why are we spinning off? To breathe new life, dedicated energy and strategic focus to our trusted brands and products.    


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Positioned to Capitalize on Multiple Opportunities for Growth    1 Well-positioned in large and growing ~$20B global dental and spine markets 2 Comprehensive portfolio of trusted brands and products 3 Differentiated product profiles, supported by extensive clinical evidence 4 Established commercial infrastructure with global reach 5 Track record of successful innovation Experienced management team with a focus on driving 6 long-term sustainable growth


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Introduction to ZimVie Vafa Jamali Chief Executive Officer


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ZimVie At A Glance ~$20B Global Market Opportunity ~$1B[1] Dental, 46% Third Party 2021E Sales Sales by # Market Player # Market Player (unaudited) Segment 5 6 (2021E) Spine, in Dental in Spine 54% ~66%[2] 20+ Brands Trusted by Clinicians and Surgeons Worldwide Management Adjusted APAC, 12% 2021E Gross Margin 70+ Countries Served by EMEA, 13% ~2,700 Team Members [2,3] Sales by $132M Geography ~13% (2021E) Margin Years of Clinical Evidence Management Adj. EBITDA 20 Supporting Our Brands Americas, 2021E 75% [1] Excludes impact of related party transactions; includes $9 million in revenue from exited markets [2] Management Adjusted EDITDA gives effect to the separation as if the Company had operated as an independent, publicly traded company for the full year 2021. These adjustments include, but are not limited to certain costs to establish ourselves as a standalone public company and exclusion of other costs that we consider highly variable and are for a specified period of time. Refer to Appendix for further information [3] Management Adjusted EBITDA excludes share-based compensation; goodwill impairment; integration, restructuring and other expenses; and other various costs. Refer to Appendix for further information


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Well Known Brands with Established History Spine Dental EBI Pre-2016 2016 2019 2020 2021 2022 Acquisition of LDR to Acquisition of ZimVie becomes take the lead in 3DIEMME to expand independent publicly cervical disc digital dentistry traded company replacement portfolio 1988 1999 2003 2008 2008 Acquisition of Implant Announces planned spin-ConciergeTM to enter off of Dental and Spine guided dental surgery businesses to form … services market “NewCo” 2011


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Vision Everyone deserves to feel better, healthier, and stronger. We create solutions for people to enjoy and experience life. Mission Advancing clinical technology foundational to restoring daily life. Page 10 Our Core Values uriosity Authenticity Accountability Growth Mindset


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Executing the Growth Plan Drive sustainable growth through innovation and market development in focused categories Leverage experienced management team to identify and focus on the best opportunities for growth Strengthen the foundation: strategically, operationally, and commercially


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ZimVie Transformation Focused on Value Creation Build Leadership & Talent Systems & Operations Performance & Innovation ZimVie Pillar  Team engagement scores  Exited unprofitable geographies to  Disciplined portfolio management increased to 80 from 60’s focus on greatest opportunities Operating model improvements; Recent  Historically revolving leadership  Investments in digitization and lessons from COVID refreshed with a strong and automation of manufacturing Progress experienced executive team Insourced spine manufacturing and  Established patient-centric mission brand rationalization ï± Drive accountability throughout the ï± Systematic continuous improvementï± Performance in fastest growing sub-organizationï± Integrated & automated systems markets 2022+ï± Be a destination workplace platform • Innovation focus on growth driversï± Adopt a growth mindset • Financial flexibility for M&A


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Business Highlights Vafa Jamali Chief Executive Officer


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Patient Conditions We Serve In Our    DENTAL An estimated 8 million US patients seek treatment for tooth loss annually Only 25% receive tooth replacement Focus on increasing access to treatments with better outcomes for patients We improve smiles, function, and confidence in daily life Page 14 SPINE Spine-related disability is the #1 reason people seek medical treatment Clinical outcomes have room to improve Focus on innovations that provide better outcomes for patients We reduce pain, increase mobility, and restore function to daily life    


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ZimVie is a Leading Player in a Large and Growing ~$20B Market Opportunity ZimVie Segments Category Market Size ($B) Segment Growth[1] Dental Implant Solutions $5.0 MSD Dental Biomaterials $1.0 MSD Digital Dentistry $2.0 HSD Core and Complex Solutions $8.5 LSD Bone Healing / EBI $0.5 LSD Spine Minimally Invasive Surgery (MIS); MSD $2.2 Enabling Technologies Mid / High Teens Motion Preservation Devices $0.4 HSD [Segment Growth Definitions: LSD = Low Single Digit or 1-3%, MSD = Mid Single Digit or 4-6%, HSD = High Single Digit or 7-9%]


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Dental Capabilities Fully Integrated End-to-End Tooth Replacement Solutions Dental Implants ~300 In-House Full range of R&D Employees Tapered T3 Implant™ abutments, Screw-Vent® Across Spine & Dental copings and (TSV) analogs Collaboration with Surgeons, Clinicians, Biomaterials KOLs Xenograft and Barrier Puros® Allograft synthetic bone Membranes grafts Strategic Partnerships Digital Dentistry Encode® System Tuck-in RealGUIDE™ GenTek™ Software SmileZ Today® Acquisitions System BellaTek® System


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Spine Capabilities Comprehensive Product Portfolio Core and Complex Solutions ~300 In-House R&D Employees llOss® Virage® Vital™ Across Spine & Dental ROI-C® PrimaGen Advanced™ MaxAn® Allograft Collaboration with Surgeons, Clinicians, Minimally Invasive Surgery Bone Healing / EBI KOLs Timberline® Bone Healing Vital™ MIS Lateral Fusion Technologies Strategic Partnerships Motion Preservation Devices Tuck-in Mobi-C® The Tether™ Acquisitions Cervical Disc


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Platforms Supported by Extensive Clinical Evidence – 1,750+ peer-reviewed publications PUROS MOBI-C THE TETHER ALLOGRAFT First PMA-approved cervical The only FDA-approved device Family of allografts, clinically disc in the US. Proven for anterior vertebral body documented to provide statistically superior to tethering to correct progressive predictable bone regeneration that fusion at 10 years[1] for two- idiopathic scoliosis; with over 7 improves long-term success of level disc replacement years[2] of data implant procedures [1] Kim KD, Hoffman GA, Bae H, et al. Ten-Year Outcomes of One and Two Level Cervical Disc Arthroplasty from the Mobi-C IDE Clinical Trial. Neurosurgery. 2021 Feb 16;88(3):E231. doi: 10.1093/neuros/nyaa459 [2] Data on file as part of G150001 FDA 2021 Annual Report


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Global infrastructure


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Focus on Delivering Long-Term Sustainable Growth Common Market Trends  ging Global PopulationIncreasing Healthcare sumerism ovider Economics Pressures doption of echnology for utcomes ZimVie Growth Objectives Drive Commercial & Operational Focus Improving efficiency, profitability, and cash flow Promote Clinically Superior Products Differentiated through extensive clinical evidence Deliver Advanced Workflow Solutions Driving pull-through and growth Key Growth Drivers Dental Spine Implant Mobi-C Growth Cervical Disc Replacement Biomaterials Pull-Through The Tether for Pediatric Digital Dentistry Scoliosis Pull-Through MIS Procedural Geographic Solutions Expansion


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Proven Executive Leadership Team Vafa Jamali Rich Heppenstall Heather Kidwell Indraneel Kanaglekar Rebecca Whitney Chief Executive Officer EVP, Chief Financial Officer SVP, Chief Legal and SVP, President, SVP, President, Compliance Officer Global Dental Global Spine Michael Minette Ann Vu David Harmon SVP, Strategy & SVP, Regulatory Affairs SVP, Chief Human Corporate Development and Quality Assurance Resources Officer Laura Driscoll Ben Hutson Stephen Rondeau VP, Communications SVP, Operations SVP, Chief Information Officer


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Experienced Board of Directors Dave King Sally Crawford Vinit Asar Former Chairman and CEO, Former COO, President, CEO and Director, LabCorp Healthsource, Inc. Hanger, Inc. Karen Matusinec Vafa Jamali Former SVP, Treasurer CEO and Director, McDonald’s Corporation ZimVie


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Positioned to Capitalize on Multiple Well-positioned in large and growing ~$20B global dental 1 Opportunities and spine markets for Growth 2 Comprehensive portfolio of trusted brands and products 3 Differentiated product profiles, supported by extensive clinical evidence MSD% Growth 4 Established commercial infrastructure with global reach Flat Growth 5 Track record of successful innovation Experienced management team with a focus on driving Near-term 3 – 5 Years 6 long-term sustainable growth


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Overview of Dental Opportunity Indraneel Kanaglekar SVP, President of Global Dental


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Leading Dental Player with Strong Momentum ~$8B 3 $469M Global Tooth Submarkets – Implants, Dental 2021E Sales Replacement Market Biomaterials, Digital Dentistry (unaudited) #2 Best-in-Class 57% US Portfolio of Brands Trusted by 43% OUS Global Biomaterials [1, 2] Clinicians and Surgeons Approximate Revenue Company (by revenue) Split in 2021E Presence in 93% 70+ MSD 3 – 5 Year % Countries including US, EU, of Sales Direct to Customers Growth Rate Japan, and China [1] Dental Biomaterials | Medtech 360 | Market Insights | Europe | 2019 | www.DecisionResourcesGroup.com | pg. 10 [2] Dental Biomaterials | Medtech 360 | Market Insights | North America | 2019 | www.DecisionResourcesGroup.com | pg. 11


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Tooth Replacement: ~$8B Market Growing at Mid Single Digits Major Trends Shaping Our Industry Market Opportunity Macro: Dental Implant Solutions HSD Biomaterials growth 120M people in the US Digital Dentistry are missing at least one tooth (44% of individuals aged 15+) [1, 2, 3] MSD Aging Increasing Provider Adoption of ~$8B growth global healthcare economic technology for Market population consumerism pressures outcomes 1 in 4 US patients 2 who seek treatment receive an implant [1, 2, 3] Industry-Specific: 1 MSD growth 5 Under penetration Consolidation of Adoption of Growth in trained of dental implant dental practices digital workflow surgeons and dental therapy and labs solutions clinicians ~2M people in the US are treated annually 2021E 2026E [1] American College of Prosthodontists https://www.gotoapro.org/facts-figures/ [2] Straumann 2019 annual report | pg. 29 [3] Internal analysis using DIMDC implant and WHO population data


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Product Overview Key Products Key Competitors Dental Implants Implants, surgical tools, abutments, and other restorative components for implant-based tooth Tapered Screw- Full range of abutments, T3 Implant replacement Vent (TSV) copings, and analogs Biomaterials Bone graft substitutes, membranes, and tissue Puros Xenograft and Barrier regenerative products Allograft synthetic bone grafts Membranes Digital Solutions Patient-specific solutions, intraoral scanners, CAD/CAM equipment, treatment planning, and designing software and Encode RealGUIDE GenTek SmileZ surgical guides Software Today


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ZimVie Dental Growth Drivers Implant Growth: Biomaterials Digital Dentistry Geographic Innovation & Execution Pull-Through Pull-Through Expansion Increase Penetration of Leverage Leadership Drive Digital Workflow Scale ZimVie Presence Implants through Continued Position to Drive Implant Adoption and Implant Across Geographies with Innovation and Commercial Conversion Penetration Low Share Execution Deploy new product innovation and medical education across segments, and scale efficient digital workflow solutions across our most attractive geographies


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Implant Growth
Drive Implant Growth Through Continuous Innovation and Commercial Execution • Broad and comprehensive portfolio • Proven clinical success Key Highlights • Drives 60%+ of total dental revenue • 10M+ implants sold in the last 10 years • Innovative surface technologies Strategies to Drive Implant Growth ZimVie Dental Implant Portfolio In Next 24 Months Innovation • Designed for both primary and secondary stability Steady cadence of new product • 20 years of clinical use and Next-Gen Implants: launches to broaden clinical indications Tapered Screw- success (98.7% LT survival) • TSV Vent (TSV) • T3 Medical Education • Hybrid surface topography • Integrated platform • Wide Tailored curriculum with differentiated switching content quality and delivery T3 Implant • Seal integrity Offer improved primary stability, Commercial Execution • Range of legacy designs peri-implant health, with loyal customer immediacy Continue investment in DSO channel and bases maintain leadership in specialist segments Others (TM, Osseotite®, Eztetic®, Spline®)


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Biomaterials Pull-Through
Leverage Biomaterials Leadership Position • #1 Allograft company [1] • Repairs bone defects Key Highlights • #2 Global biomaterials company [2, 3] • Improved esthetic and clinical outcomes • Implant pull-through Strategies to Drive Implant Growth ZimVie Dental Biomaterials Portfolio Innovation Expand biomaterials portfolio and conduct clinical studies to strengthen clinical data Puros Xenografts & Barrier Allografts Synthetic Bone Grafts Membranes • Sterilized using • RegenerOss • Provides long-lasting and Cross-Selling Initiative proprietary Tutoplast® • Endobon comfortable barriers, strong Target loyal Puros and biomaterials process enough to meet most clinical needs users for dental implant conversions • Provides predictable bone and acquire new customers generation • #1 brand of allograft 1 [1] Geistlich is primarily synthetic and xenograft player/seller [2] Dental Biomaterials | Medtech 360 | Market Insights | Europe | 2019 | www.DecisionResourcesGroup.com | pg. 10 Page 30 [3] Dental Biomaterials | Medtech 360 | Market Insights | North America | 2019 | www.DecisionResourcesGroup.com | pg. 11


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Drive Implant Penetration Through Digital Dentistry Digital Dentistry Pull-Through Mission Increase Patient Access Empower Dentists Better Outcomes Economic Value Bring dental implant therapy Reduce learning curve Increase clinician Improve procedure to underserved markets for dentists skill and proficiency affordability and efficiency Opportunity Existing Barriers Digital Dentistry Solutions • Underpenetrated markets • Learning curve for dentists • Guided surgery solutions to build • Increase number of trained surgeons proficiency and confidence; improve • Procedure economics: cost, time, outcomes and dentists per year number of patient visits, etc. • Ability to enhance and accelerate • Digital workflows to improve collaboration • Esthetic and long-term clinical and remove inefficiencies adoption of digital technologies outcomes • Patient-specific restorative solutions and surgery guides to improve esthetics and long-term clinical outcomes Digital enablement represents a critical opportunity to drive implant procedure volume growth    


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Quality End-to-End Workflow Solutions Digital Dentistry Pull-Through Surgical Workflow Restorative Workflow Treatment Plan Surgery Using Guided Kit, Restorative Design Computer Aided Manufacturing Using Software 3D Printed Guide / Using CAD / CAM (CAM) to produce the restoration Template C/T= 10min C/T= 25min Software through a mill or 3D printer C/T= 10min Intraoral Scanners also used in Restorative process Data Acquisition Treatment Planning Guided Surgery Data Acquisition Restorative Design Restorative Production • Intraoral Scanner • RealGUIDE software suite • Implant Concierge surgical guides • Intraoral Scanner • BellaTek design services • BellaTek abutments • Guided surgery services in • RealGUIDE software • Encode Impression • Encode empowered lab • Zfx abutments North America (Implant System network • Surgical Kits Concierge) • RealGUIDE integration with • RealGUIDE collaboration HW platforms tools • EU and Japan expansion • EU and Japan Expansion • Next Gen Encode • RealGUIDE CAD/CAM • Next Gen Ti-bases Current ZimVie capability


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Digital Dentistry Pull-Through
Drive Implant Growth via Digital Workflow Adoption Encode® RealGUIDE™ BellaTek ® SmileZ Software Today New Product Introductions Introduce unique new products and workflows focused on simplification of implant procedures and practice optimization: software, workflows, Increase implant dentistry and patient-specific products penetration via innovation Technical Support and Services Offer services and technical support to ensure dentists and labs can Augment innovation and harness the potential of digital dentistry innovations for implant dentistry drive retention Drive Implant Synergies Case-in-a-box and guided surgery solutions for DSOs that can help standardize training, reduce learning curve, and drive practice efficiency Create value for stakeholders through end-to-end digitally- Leverage patient-specific restorative technologies to drive implant enabled implant solutions pull-through


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Geographic Expansion
Global Presence Enables Opportunistic Geographic Expansion Established Presence and Support Geographic Expansion Strategy Continuing Leverage existing commercial Education & infrastructure in attractive direct and Training indirect geographies Inside Sales Dedicated Reps, Customer Medical Customer Education Service Support Teams Target countries or geographies with certain, defined criteria Dedicated Dedicated Field Experts Sales Reps & Product Specialists[1] Direct Presence in Deploy previously successful playbook in ~93% Key Markets of products sold directly to newly identified geographies customers through directly • US and Canada employed sales reps • Western Europe and Israel • Japan, China, ANZ, and India


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Focused on Meaningful Growth Initiatives in the Near-Term 2019 – 2021 2022 – 2024 [1] Dental Revenue ($M) Implant • Flagship launches • DSO channel investment Growth • DSO channel expansion Biomaterials • Continued innovation $469 • Innovation Pull-Through • Implant pull-through initiative Drivers $414 • Expansion of software $368 Digital • Guided surgery solutions solutions Dentistry • Ti-bases • Implant pull-through Pull-Through Growth initiatives Geographic • Investment in select direct • Japan investment Expansion geographies • Hakuho: Japan distributor Tuck-In • Continued focus on    • Implant Concierge 2019A 2020A 2021E Near- 3 – 5 Acquisitions accretive tuck-in acquisitions term Years Upside • 3DIEMME (RealGUIDE) [1] 2021 revenue unaudited


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Dental Key Takeaways • #5 share in an attractive ~$8B global market • Well-positioned business with operating performance momentum • Focused on four key growth drivers:  Implant Growth via Innovation and Execution  Biomaterials Pull-Through Digital Dentistry Pull-Through Geographic Expansion Consistent and profitable MSD growth underpinned by favorable market dynamics, attractive key growth drivers, defined and actionable strategy, and focused execution


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Overview of Spine Opportunity Rebecca Whitney SVP, President of Global Spine    


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Leading Spine Player with Significant Growth Opportunity ~$12B Market Leader $540M[1] In High-Growth Global Spine Surgery Market Spine 2021E Sales Sub-segments (unaudited) Broad Portfolio 750+ 70% US Of Spine Products Designed to 30% OUS Meet the Needs of Surgeons Clinical Publications & Approximate Revenue and Their Patients Best-in-Class Medical Education Split in 2021E Presence in 700+ 50+ LSD 3 – 5 Year % Team Members with an Informed Countries Serving 4,500+ Growth Rate Perspective, Embracing Change Surgeon Customers [1] Unaudited. Excludes impact of related party transactions; includes $9 million in revenue from exited markets    


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Spine Surgery Market is a Growing ~$12B Opportunity Major Trends Shaping Our Industry Market Opportunity Motion Preservation Devices Macro: Minimally Invasive Surgery (MIS) Bone Healing Technologies Core and Complex Solutions HSD ~$12B Increasing Adoption of Market Aging global MSD healthcare technology for $0.4B population consumerism outcomes $2.2B LSD Industry-Specific: $0.5B LSD growth 5 Million+ $8.5B Annual Global Spine Increasing demand Shift from Patient expectation of Procedures[1] for less invasive hospital to improved clinical treatments ASC setting outcomes 2021E 2026E [1] Syndicated market reports; SmartTRAK, DRG (now part of Clarivate), Orthoworld Annual Report


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Product Overview Key Products Key Competitors • Spinal fusion implants, Core & instrumentation, and biologics Complex Solutions • Treats a spectrum of spinal pathologies ROI-C MaxAn Virage Vital TrellOss PrimaGen Bone • Non-invasive, nonsurgical technologies to help Healing promote bone healing Bone Healing Technologies • Spinal implants and MIS instrumentation systems to support MIS approaches Vital MIS Timberline Lateral Fusion Motion • Non-fusion alternatives to Preservation restore mobility or growth CDR: modulation Mobi-C The Tether VBT: (EMEA only)


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Drive Turnaround To Stabilize Then Grow Fund Future Innovation Key Growth Areas Base Business: MIS Core & Complex Spine Mobi-C The Tether Procedural Solutions Stabilize by Optimizing the Leverage Leadership Lead the Development of the Pull Through Implants by Portfolio, Driving Commercial Position to Grow the Cervical Segment with First-to-Market Selling the Full Procedural Execution, and Improving Disc Market and Pull Through Technology Solution Operational Efficiencies Core Fusion Implants Pull-Through Base Business


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Support Surgeon Efforts to Treat a Spectrum of Spinal Pathologies Core and Complex Portfolio Support 77%[1] of Spine Procedures Today Base Business: Spine Cervical Core & Complex Spine Pathologies • Optimize portfolio by filling product gaps and • Degeneration streamlining offering • Innovate beyond the implant (efficiency, value- • Deformity ROI-C MaxAn Virage based solutions) to create implant pull-through • Spinal stenosis Thoracolumbar • Build solutions focused on clinical and operational efficiencies and utilize value-based • Spondylolisthesis contracting to grow share in Core Spine • • Overhaul operations to improve service levels Trauma and reduce inventory expenses Vital TrellOss PrimaGen Advanced • Tumor Allograft • Continuously improve US commercial execution [1] Syndicated market reports; SmartTRAK, DRG (now part of Clarivate), Orthoworld Annual Report


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Well-Positioned in Attractive Sub-Segments Cervical Disc Vertebral Body Minimally Invasive Replacement (CDR) Tethering (VBT) Surgery (MIS) for Degenerative Disc Disease for Pediatric Scoliosis Mobi-C The Tether MIS Procedural Solutions Restoring quality of life by Transforming scoliosis care for Enabling faster recovery for preserving motion for patients children by preserving motion patients with lumbar spine disease with cervical disc disease [1] Impact[1]: Impact[1]: Impact : • 150,000+ patients treated • 1,020+ children have received • 380+ patients have received Vital since 2004 The Tether since HDE approval MIS since its launch in May 2021 in August of 2019 • 4,500+ surgeons trained on Mobi-C since product launch • ~50 surgeons actively performing tethering • 3,200+ surgeons using Mobi-C annually [1] Internal analysis


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Focus on Underdeveloped, High-Growth Markets Mobi-C The Tether MIS Procedural Solutions Cervical Disc Vertebral Body Minimally Invasive Replacement (CDR) Tethering (VBT) Surgery (MIS) for Degenerative Disc Disease for Pediatric Scoliosis Total Total Total Cervical Disc Tethering MIS Opportunity Opportunity Opportunity $990M $245M $5.1B Served Served Served Cervical Disc Tethering MIS Sub-segment Sub- Sub-segment $327M segment $1.9B $30M Underserved Only 33% of eligible patients Only 10% of eligible children Only 37% of eligible patients Sub-segments: receive cervical disc vs. fusion receive tethering vs. fusion receive MIS vs. Open Fast-growing Growing 2x faster than fusion Growing 20x faster than fusion Growing 6x faster than Open Sub-segments: Major 4 competitors 1 competitor 7 competitors Competition:


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Expanding Patient Access to Best-in-Class Solutions Cervical Disc Replacement Vertebral Body Tethering Minimally Invasive Surgery (CDR) (VBT) (MIS) for Degenerative Disc Disease for Pediatric Scoliosis Mobi-C The Tether MIS Procedural Solutions Market leading cervical disc First-of-its-kind fusion-less Integrated solutions to meet replacement solution treatment alternative surgeon and patient needs Long-term Clinical Evidence: –Patient Awareness Campaigns: –Surgeon & Sales Education: Platform Innovation: Site of Care Optimization: –


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Mobi-C: Restoring Quality of Life by Preserving Cervical Disc Opportunity Motion for Patients with Cervical Disc Disease $900M Served Cervical Disc Sub-segment $300M Mission Poorly Served Market: Faster Recovery: Better Outcomes: Economic Value: 2/3 of patients indicated for Cervical disc patients return to Cervical disc patients have More cost-effective cervical disc are fused, resulting work up to 20 days faster only 1/3 the rate of treatment versus fusion in loss of mobility and function than fusion patients subsequent surgeries post surgery Opportunity Existing Barriers Mobi-C Solutions • 3x more patients should be receiving • Fusion still considered gold • Use data and advocacy to obtain cervical disc replacement today standard by majority of surgeons reimbursement equality • Mobi-C has 10 years of statistically • Surgeons reimbursed 44% more for • Promote to ASC market where there are superior clinical outcomes vs. fusion fusion vs. cervical disc replacement fewer reimbursement hurdles    • Mobi-C leads the space with >50% • Patient indications not well • Educate surgeons on patient share and is well-positioned to further understood by most surgeons indications and benefits of cervical disc develop the market • Sales cycle requires creating belief vs. fusion • Cervical disc replacement is ideal for in new approach with surgeons • Create demand through informed fast-growing surgery center market patients via awareness campaigns • Build sales team skilled in creating markets vs. selling features and benefits


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Mobi-C: Restoring Quality of Life by Preserving Motion for Patients with Cervical Disc Disease


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Total The Tether: Transforming Scoliosis Care For Tether Opportunity Children By Preserving Their Motion $130M Served Tether Sub-segment $20M Mission Poorly Served Market: Motion Preserving: Promising Results: Faster Recovery: 90% of children eligible for Alternative to fusion Greater than 92% Return to full physical tethering are instead fused, improves and sustains long- success rate at follow up activity as soon as limiting growth and mobility term quality of life (average 5.4 years) 4 weeks after surgery Opportunity Existing Barriers Tether Solutions • 10x more children should be receiving • Procedure is relatively new; fusion still • Build clinical evidence with research tethering today considered gold standard by ~85% of societies and surgeon advocates to • The Tether is the only FDA approved surgeons increase surgeon confidence and expand system for vertebral body tethering via • Payer reimbursement coverage is payer coverage Humanitarian Device Exemption limited and frequently requires appeal • Develop predictive analytics and • The Tether leads the space and is and/or additional discussion patient selection tools to improve clinical endorsed by world-renowned thought • Parents are often unaware of tethering outcomes leading surgeons and the importance of early intervention • Educate parents via awareness • Families have limited access to campaigns focused on both clinical surgeons performing tethering outcomes and lifestyle benefits • Make patients aware of surgeons who embrace tethering                


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The Tether: Transforming Scoliosis Care For Children By Preserving Their Motion


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Total MIS Procedural Solutions: Enabling Faster MIS Opportunity Recovery For Patients with Lumbar Spine Disease $4.7B Served MIS Sub-segment $1.9B Mission Poorly Served Market: Faster Recovery: Economic Value: 63% of patients with degenerative Patients recover faster after Shorter length of stay Spine disease are still receiving MIS surgery due to reduces total cost of care surgery via invasive open approach muscle sparing approaches Opportunity Existing Barriers MIS Solutions • 2.7x more patients should be receiving • Tenured surgeons not originally trained • Reduce surgeon learning curve by minimally invasive surgery today on MIS approach and often resistant to training surgeons on MIS procedural • Lumbar MIS is well-suited for standalone change solutions surgery centers where procedures are • Smaller incisions create restricted • Customize MIS procedural solutions to growing 3x faster than those in hospitals anatomy visualization which reduces fast-growing surgery center market • MIS procedures are ideal for fast- surgeon confidence • Invest in clinical and economic data to growing surgery center market • Enabling technology improves define MIS benefits and drive adoption visualization but can be cost prohibitive • MIS approach initially increases procedure time and cost    


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Leverage Market Development Competencies to Expand our Opportunity We will leverage programs to support continued growth and development of Cervical Disc Non-fusion Treatment Minimally Invasive underserved, high- growth markets to Arthroplasty for Pediatric Scoliosis Surgery expand patient access to best-in-class care Mobi-C The Tether MIS Procedural Solutions Market leading cervical disc First-of-its-kind fusion-less Integrated solutions to meet replacement solution treatment alternative surgeon and patient needs Marketing Campaigns: Direct-to-Patient Direct-to-Parent Co-Marketing Sales Initiatives: Aligned sales incentives to effectively develop markets and drive growth Surgeon Education: Best-in-class training and education programs and lab facilities Market Access & Advocacy: Reimbursement support endorsed by long-term clinical evidence Innovation: Continued investment in innovation to protect and grow market leadership position


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Transforming and Realigning Spine Business State of the Business Transformations Initiated Spine Revenue[1] ($M) Pre-2021 in 2021 • Stuck in the middle without a unique Focusing strategy on pursuing growth in identity and biased toward commoditized key sub-segments with differentiated $608 sub-segments solutions $529 $540 • US sales disruption due to multiple • Disciplined commercial execution post-integration sales channel aligning US sales channel to most consolidations important business priorities • Redundant portfolio with several Optimizing portfolio by streamlining overlapping products expensive to offering to eliminate redundancy support and maintain Refocusing innovation to target • Lack of focus and discipline led to product and program development for trying to be all things to all people (too key franchises many projects, unprofitable countries Exiting unprofitable countries in and brands, high cost to serve) EMEA and APAC 2019A 2020A 2021E Near 3 – 5 term Years • Continuous improvement (rightsizing [1] 2021 revenue unaudited. cost infrastructure, inventory, operations) Excludes impact of related party transactions; includes $9 million in revenue from exited markets


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• #6 share in an attractive ~$12B global market • Well-positioned with a global footprint and broad portfolio serving all segments of the Spine market • Turnaround base business to focus on three main growth drivers:  Mobi-C  The Tether  MIS Procedural Solutions Utilize proven market development principles to expand patient access to best-in-class care while focusing on underserved, high-growth sub-segments Spine Key Takeaways: Page 53


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Financial Overview Rich Heppenstall Chief Financial Officer


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Historical Financial Performance Snapshot Revenue ($ millions) Adj. EBITDA[2] ($ millions) Spine Dental Related Party Transactions Total Spine and Dental Third Party Management Net Sales [1] Adjusted [3] $1,056 $1,009 34 $1,022 $912 $897 16 $753 5 $748 540 608 $139 529 $132 405 $100 $89 469 414 368 343 2019A 2020A YTD 09/2021A 2021E 2019A 2020A YTD 09/2021A 2021E YoY growth (13.6%) 18.1% 12.5% % margin 13.1% 9.8% 13.2% 13.1% [1] Unaudited. Excludes impact of related party transactions; includes $9 million in revenue from exited markets [2] Adjusted EBITDA excludes share-based compensation; goodwill impairment; integration, restructuring and other expenses; and other various costs. Refer to Appendix for comparable GAAP measure and reconciliation [3] Management Adjusted EBITDA gives effect to the separation as if the Company had operated as an independent, publicly traded company for the full year 2021. These adjustments include, but are not limited to certain costs to establish ourselves as a standalone public company and exclusion of other costs that are highly variable and are for a specified period of time. Refer to Appendix for further information


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Navigating COVID COVID significantly impacted Dental and Spine markets in 2020, ongoing uncertainty influencing Spine recovery in 2021 and early 2022 2020 2021 2022 outlook Significant disruption in Q1 and Q2 US: Dental offices generally operating Comparable to 2021 normally with limited staffing shortages. Dental offices returned to normal Business had normal demand in 2021 Expect revenue growth in mid single Dental operation in Q3, business recovered digits pent-up demand within 2020 OUS: Ongoing COVID disruption in China, Australia, and India Significant disruption in Q1 and Q2 Q1 strength as elective surgeries COVID disruption expected in Q1 continued and into Q2 Slow recovery in Q3 Spine Regional pockets of disruption Expect revenue contraction in mid Elective surgeries recovered in Q4 throughout Q2 and Q3 single digits Omicron softness at the end of 2021 Page 56


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Foundational Strength of Underlying Business and Global Scale Support a Compelling Financial Opportunity Well-positioned Clinically Differentiated Global Reach and Enables Financial Global Leader in Brand Portfolio Broad Geographic Flexibility via Dental and Spine and Focused Footprint EBITDA and Free Cash Innovation Pipeline Flow Expansion Opportunity Page 57


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Apply Disciplined Framework To Maximize Financial Opportunities • Commercial focus coupled with best-in-class medical training in high-growth markets Sales Growth • Leverage clinically superior products in dental and spine product platforms • Focus on digital dentistry to drive pull-through and spine growth drivers • Expansion in underserved geographies • Optimize the utilization and productivity of manufacturing and supply chain footprint Operational • Improve integrated business management processes to minimize waste Excellence • Reduce overall cost to serve • Execution of sales growth and operational excellence initiatives Expanded EBITDA • Institutionalize an enterprise mindset and significantly improve fiscal discipline Margins • Enables expanded operating leverage enabling increased financial flexibility • Leverage reduction Capital Allocation • Target and select R&D investment in higher growth sub-markets Flexibility • Invest in high rate of return cost optimization projects • Active working capital management and disciplined allocation of capital expenditures    


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2022 Full-Year Financial Guidance Flat to 2021E Third Party Revenue Revenue[1] ($1.0B) Flat to 50bps improvement to Adjusted EBITDA Mgmt. Adj. 2021E EBITDA Margin[2] (13.1%—13.6%) Adjusted EPS[3,4] $2.10—$2.30 Note: Management adjusted financial information gives effect to the separation as if the Company had operated as an independent, publicly traded company for the full year 2021. These adjustments include, but not limited to certain costs to establish ourselves as a standalone public company and exclusion of other costs that are highly variable and are for a specified period of time [1] Unaudited [2] Adjusted EBITDA excludes share-based compensation; goodwill impairment; integration, restructuring and other expenses; and other various costs [3] Adjusted Net Earnings is defined as GAAP net earnings adjusted to exclude goodwill impairment; restructuring costs; acquisition, integration, divestiture and related costs; other various costs; and the tax effect of all adjustments and discrete tax adjustments and other tax-related adjustments [4] Not fully diluted for 2022 59 Refer to Appendix for further information regarding Non-GAAP measures


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Fueling Sustainable Sales Growth and Delivering Significant Margin Expansion Near-Term Targeting MSD Revenue Growth    MSD% ï¬ Bolstering Our Teams Growthï¬ Strategic Prioritizationï¬ New Product Launches ï¬ Flat Manufacturing Footprint & Automation Growth 3 – 5 Years ï¬ New Product Innovation Near-term 3 – 5 Yearsï¬ Market Development ï¬ Leveraging Our Channel Driving >400bps Adj. EBITDA Margin Expansion ï¬ Geographic Expansion ï¬ Digital / Enabling Rollout 17%+ Incremental Upside ~13% ï¬ Strategic Bets • Operating leverage on revenue growthï¬ Market Expansion • Cost to serve improvements • Mfg. and supply chain optimizationï¬ Additional Share Gains Adj. EBITDA Medium-term Adj. Margin Today EBITDA Margin Page 60


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Wrap Up Vafa Jamali Chief Executive Officer


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Positioned to Capitalize on Multiple Well-positioned in large and growing ~$20B global dental 1 Opportunities and spine markets for Growth 2 Comprehensive portfolio of trusted brands and products 3 Differentiated product profiles, supported by extensive clinical evidence MSD% Growth 4 Established commercial infrastructure with global reach Flat Growth 5 Track record of successful innovation Experienced management team with a focus on driving Near-term 3 – 5 Years 6 long-term sustainable growth Page 62    


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Question & Answer Vafa Jamali Indraneel Kanaglekar Rebecca Whitney Rich Heppenstall ZimVie SVP, President, SVP, President, ZimVie Chief Executive Officer Global Dental, Global Spine, Chief Financial Officer ZimVie ZimVie Page 63


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Thank you


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Disclaimer for Patient Testimonials NOT ALL PATIENTS ARE CANDIDATES FOR THE PRODUCTS AND/OR PROCEDURES PRESENTED HEREIN. RESULTS ARE NOT NECESSARILY TYPICAL, INDICATIVE, OR REPRESENTATIVE OF ALL RECIPIENT PATIENTS AND RESULTS MAY VARY. APPROPRIATE POST-OPERATIVE ACTIVITIES WILL DIFFER FROM PATIENT TO PATIENT. FOR FULL INDICATIONS, CONTRAINDICATIONS, WARNINGS, PRECAUTIONS, RISKS, OR POTENTIAL ADVERSE EVENTS VISIT CERVICALDISC.COM AND MYSCOLIOSIS.COM. THE OPINIONS EXPRESSED IN THE MOBI-C AND TETHER PATIENT TESTIMONIALS ARE SOLELY THOSE OF THE INDIVIDUAL PATIENT/CAREGIVER AND ARE UNIQUE TO HIS OR HER EXPERIENCE. THIS INFORMATION IS FOR EDUCATIONAL PURPOSES ONLY AND SHOULD NOT TAKE THE PLACE OF DISCUSSIONS WITH A HEALTH CARE PROVIDER NOR IS IT INTENDED TO DIAGNOSE ANY DISEASES, AILMENTS, OR OTHER PHYSICAL CONDITIONS. SURGERY OF ANY KIND CARRIES POTENTIAL RISKS AND INVOLVES RECOVERY TIME, EACH OF WHICH ARE UNIQUE TO THE INDIVIDUAL. INDIVIDUAL RESULTS FOR ANY SURGERY WILL VARY. EACH PATIENT WILL EXPERIENCE A DIFFERENT POST-OPERATIVE ACTIVITY LEVEL, WHICH IS DEPENDENT UPON HIS OR HER OWN INDIVIDUAL CLINICAL FACTORS. INDIVIDUALS SHOULD TALK TO A DOCTOR ABOUT THEIR CONDITION AND AVAILABLE TREATMENT OPTIONS TO SEE IF CERVICAL DISC REPLACEMENT OR ANTERIOR VERTEBRAL BODY TETHERING PROCEDURE IS RIGHT FOR THEM, AS WELL AS POTENTIAL RISKS AND OUTCOMES RELATIVE TO A CERVICAL DISC REPLACEMENT OR ANTERIOR VERTEBRAL BODY TETHERING PROCEDURE. THE MOBI-C CERVICAL DISC PROSTHESIS IS INDICATED IN SKELETALLY MATURE PATIENTS FOR RECONSTRUCTION OF THE DISC FROM C3 TO C7 FOLLOWING DISCECTOMY AT ONE OR TWO CONTIGUOUS LEVELS FOR INTRACTABLE RADICULOPATHY (ARM PAIN AND/OR A NEUROLOGIC DEFICIT) WITH OR WITHOUT NECK PAIN OR MYELOPATHY DUE TO ABNORMALITY LOCALIZED TO THE LEVEL OF THE DISC SPACE AND AT LEAST ONE OF THE FOLLOWING CONDITIONS CONFIRMED BY RADIOGRAPHIC IMAGING (CT, MRI, X-RAYS): HERNIATED NUCLEUS PULPOSUS, SPONDYLOSIS (DEFINED BY THE PRESENCE OF OSTEOPHYTES), AND/OR VISIBLE LOSS OF DISC HEIGHT COMPARED TO ADJACENT LEVELS. THE MOBI-C CERVICAL DISC PROSTHESIS IS IMPLANTED USING AN ANTERIOR APPROACH. PATIENTS SHOULD HAVE FAILED AT LEAST 6 WEEKS OF CONSERVATIVE TREATMENT OR DEMONSTRATED PROGRESSIVE SIGNS OR SYMPTOMS DESPITE NONOPERATIVE TREATMENT PRIOR TO IMPLANTATION OF THE MOBI-C CERVICAL DISC PROSTHESIS. THE TETHER™—VERTEBRAL BODY TETHERING SYSTEM IS A HUMANITARIAN DEVICE AUTHORIZED BY FEDERAL LAW FOR USE IN THE TREATMENT OF SKELETALLY IMMATURE PATIENTS THAT REQUIRE SURGICAL TREATMENT TO OBTAIN AND MAINTAIN CORRECTION OF PROGRESSIVE IDIOPATHIC SCOLIOSIS, WITH A MAJOR COBB ANGLE OF 30 TO 65 DEGREES WHOSE OSSEOUS STRUCTURE IS DIMENSIONALLY ADEQUATE TO ACCOMMODATE SCREW FIXATION, AS DETERMINED BY RADIOGRAPHIC IMAGING. PATIENTS SHOULD HAVE FAILED BRACING AND/OR BE INTOLERANT TO BRACE WEAR. THE EFFECTIVENESS OF THIS DEVICE FOR THIS USE HAS NOT BEEN DEMONSTRATED. RISKS & CONTRAINDICATIONS FOR THE TETHER: COMMON POST- OPERATIVE RISKS INCLUDE OVER-CORRECTION OF THE INSTRUMENTED CURVE, CORD BREAKAGE, NAUSEA, VOMITING, AND BONE SCREW MIGRATION. THE TETHER IS NOT APPROPRIATE FOR PATIENTS WHO HAVE REACHED SKELETAL MATURITY, HAVE POOR BONE QUALITY, OR HAVE A SYSTEMIC OR LOCAL INFECTION AT THE SURGICAL SITE. INDIVIDUALS SHOULD TALK TO A SURGEON ABOUT WHETHER SCOLISIS TREATMENT WITH THE TETHER OR ANOTHER TREATMENT IS RIGHT FOR THEM AND THE RISKS OF THE PROCEDURE. ZIMMER BIOMET DOES NOT PRACTICE MEDICINE; ONLY A SURGEON CAN ANSWER QUESTIONS REGARDING AN INDIVIDUAL’S SYMPTOMS, DIAGNOSIS, AND TREATMENT. Page 65


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FINANCE APPENDIX


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Non-GAAP Measures and Basis for Financial Presentation We have historically existed and functioned as part of the consolidated business of Zimmer Biomet. The accompanying financial information is prepared on a standalone basis and derived from Zimmer Biomet’s consolidated financial statements and accounting records Earnings before interest, income taxes, depreciation and amortization (“EBITDA”) and Adjusted EBITDA are alternative views of our performance that we provide because they are expected to be important internal measures. Since EBITDA and Adjusted EBITDA are not determined in accordance with GAAP, they have no standardized meaning prescribed by GAAP and, therefore, may not be comparable to the calculation of similar measures of other companies. These metrics should be considered in addition to, but not as a substitute for or superior to, information prepared in accordance with GAAP. Non-GAAP adjustments to EBITDA and Adjusted EBITDA are described in this Appendix. The accompanying historical financial information reflects the historical financial results of Zimmer Biomet’s spine (including bone healing technologies) and dental businesses and includes all revenues and costs directly attributable to our businesses, including costs for facilities, functions, and services we utilize, and also includes an allocation of expenses related to certain Zimmer Biomet commercial and corporate functions, including distribution quality, regulatory, information technology, finance, executive, human resources and legal. The accompanying Management Adjusted EBITDA gives effect to the separation of these businesses into an independent, publicly traded company. Management adjustments include, but are not limited to: • Certain costs to establish ourselves as a standalone public company, as well as ongoing additional costs associated with operating as an independent, publicly traded company; • Acquisition, integration and restructuring expenses incurred for a specified period of time • Corporate-related items such as non-cash stock option expense and allocation of expenses related to certain Zimmer Biomet commercial and corporate functions, including distribution, quality, regulatory, information technology, finance, executive, human resources and legal • Amortization of acquisition-related intangibles; • Other costs that we consider highly variable and are for a specified period of time The management adjustments are based on available information and assumptions that management believes are reasonable given the information that is currently available. The accompanying historical and management adjusted financial information does not necessarily reflect the financial condition, results of operations and cash flows that we would have achieved as a separate, publicly traded company during the periods presented or those that we will achieve in the future. With respect to the Company’s guidance for Management Adjusted EBITDA and Adjusted EBITDA Margin in 2021E and Adjusted EPS in 2022, a reconciliation of Management Adjusted EBITDA to net income (loss) and Adjusted EPS to net income (loss) per share, the most comparable GAAP measures, is not available without unreasonable effort due to the Company’s limited visibility into and inability to make accurate projections and estimates of items including GAAP allocations and other GAAP carveout adjustments. These items may vary greatly from year to year and could significantly impact the Company’s results as reported in accordance with GAAP. Page 67


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2022 Full-Year Financial Guidance Including One-Time Spin Metrics Non-GAAP 2022 Guidance One-Time Spin Guidance Dental Spine Revenue growth (Annual growth rate) Flat to 2021 ($1.0B) + MSD—MSD Gross margin Mid 60’s% Mid 60’s% R&D as % of revenue 5%—6% 5%—6% SG&A as % of revenue 35%—40% 47.5%—52.5% Adjusted EBITDA margin[1,2] 0—50bps improvement to 2021 D&A[3] $4—$6 million $34—$37 million Share based compensation $13—$16 million Shares outstanding[4] ~26.1 million Adjusted EPS[5] $2.10—$2.30 Capital expenditures[6]: $50—$60 million Instrumentation as % of revenue 5%—6% Other Capex as % of revenue 2%—3% 1%—2% [1] Adjusted EBITDA excludes share-based compensation; goodwill impairment; integration, restructuring and other expenses; and other various costs [2] Includes approximately $61 million of stand-up costs not allocated to Dental and Spine segment financials [3] Excludes approximately $3 million of corporate amortization costs not allocated to Dental and Spine segment financials; excludes intangible asset amortization [4] Not fully diluted for 2022 [5] Adjusted Net Earnings is defined as GAAP net earnings adjusted to exclude goodwill impairment; restructuring costs; acquisition, integration, divestiture and related costs; other various costs; and the tax effect of all adjustments and discrete tax adjustments and other tax-related adjustments. Refer to ”Non-GAAP Measures and Basis for Financial Presentation” for further information. [6] Consolidated and includes Capital Expenditures not allocated to Dental and Spine segments Page 68


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Historical Reported Combined Statements of Earnings (in $ millions) 3Q21 YTD 2019A 2020A (unaudited) Third party, net $1,021.6 $896.9 $748.2 Related party, net 33.9 15.5 4.8 Total net sales $1,055.5 $912.4 $753.0 Cost of products sold, excluding intangible asset amortization 309.4 302.7 256.4 Related party cost of products sold, excluding intangible asset amortization 24.5 10.2 3.5 Intangible asset amortization 83.4 85.5 65.0 Research and development 55.6 49.2 43.9 Selling, general and administrative 605.4 533.5 405.1 Goodwill impairment—142.0 -Restructuring 1.8 9.7 2.3 Acquisition, integration, divestiture and related 3.2 2.2 12.0 Operating expenses 1,083.3 1,135.0 788.2 Operating loss ($27.8) ($222.6) ($35.2) Other income (expense), net 0.2 1.6 (0.4) Interest expense, net (0.1) (0.3) (0.3) Loss before income taxes (27.7) (221.3) (35.9) (Benefit) provision for income taxes 0.2 (42.3) (1.3) Net loss (27.9) (179.0) (34.6) Less: Net earnings attributable to noncontrolling interest 0.1 0.1—Net loss of the Spine and Dental Businesses of Zimmer Biomet Holdings, Inc. ($28.0) ($179.1) ($34.6) Page 69


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Reconciliation of Adjusted EBITDA (in $ millions) 3Q21 YTD 2019A 2020A (unaudited) Net loss of the Spine and Dental Businesses of Zimmer Biomet Holdings, Inc. ($28.0) ($179.1) ($34.6) Interest expense, net 0.1 0.3 0.3 (Benefit) provision for income taxes 0.2 (42.3) (1.3) Depreciation and amortization 135.1 134.3 95.7 EBITDA $107.4 ($86.8) $60.1 Share-based compensation[1] 10.7 10.2 8.8 Goodwill impairment[2] 142.0 Restructuring[3] 1.8 9.7 2.3 Acquisition, integration, divestiture and related[3] 3.2 2.2 12.0 Other various costs[4] 15.5 12.1 16.3 Adjusted EBITDA $138.6 $89.4 $99.5 [1] Excludes share-based compensation from Adjusted EBITDA due to its non-cash nature. [2] Excludes goodwill impairment from Adjusted EBITDA because of the significance of these charges and their non-cash nature. [3] Restructuring, acquisition, integration, divestiture and related costs are expenses from our Parent’s corporate restructuring program and from acquisitions and related integration that are directly related to the Company and are for a specified period of time. Therefore, we exclude these costs from Adjusted EBITDA. [4] Excludes certain Parent-related allocated expenses from projects, events or other various costs that are considered highly variable and for a specified period of time. These costs include expenses and gains from initial compliance with the EU Medical Device Regulation for previously-approved products, compliance with Parent’s deferred prosecution agreement related to certain US Foreign Corrupt Practices Act matters, allocation of costs from Parent’s global restructuring program, allocation of costs related to Parent’s integration activities of acquired businesses, and the impact from excess and obsolete inventory on certain product lines we intend to discontinue.    

EX-99.2

Exhibit 99.2

 

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345 E. Main St.

Warsaw, IN 46580

www.zimmerbiomet.com

 

Zimmer Biomet Media

Meredith Weissman

703-346-3127

meredith.weissman@zimmerbiomet.com

    

Zimmer Biomet Investors

Keri Mattox

215-275-2431

keri.mattox@zimmerbiomet.com

    

Ezgi Yagci

617-549-2443

ezgi.yagci@zimmerbiomet.com

ZimVie Media

Laura Driscoll

774-284-1606

laura.driscoll@zimmerbiomet.com

    

ZimVie Investors

Marissa Bych

805-305-1244

marissa@gilmartinir.com

ZimVie Hosts Inaugural Investor Day; Provides 2022 Financial Outlook

(WARSAW, IN and WESTMINSTER, CO) February 7, 2022—ZimVie, the intended standalone, publicly traded entity to be spun off from Zimmer Biomet Holdings, Inc. (NYSE and SIX: ZBH), will host its inaugural Investor Day today, February 7, 2022, from 11:00 a.m. to approximately 2:00 p.m. Eastern Time. Investors can access the webcast here or by visiting Zimmer Biomet’s Investor Relations website at https://investor.zimmerbiomet.com.

The virtual event will feature presentations from ZimVie leaders outlining its Spine and Dental offerings, addressable market opportunity, business strategy, and financial outlook. The event will feature a live Q&A panel following speaker presentations.

 

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In conjunction with the event, ZimVie is providing the following full-year 2022 financial guidance:

 

Projected Year Ending December 31, 2022

Revenue

   $1.0B (Flat to 2021)

Adjusted EBITDA Margin*

   13.1% to 13.6%

(Flat to 50bps improvement)

Adjusted EPS*

   $2.10 to $2.30

 

*

These measures are non-GAAP financial measures for which a reconciliation to the most directly comparable GAAP financial measure is not available without unreasonable efforts. See “Forward-Looking Non-GAAP Financial Measures” below. Not fully diluted for 2022.

Continued uncertainty due to the ongoing COVID-19 pandemic could materially impact the company’s projections.

“At ZimVie, we intend to prioritize innovation and enhanced commercial and operational focus to improve the adoption of our product platforms within the growing $20 billion global dental and spine markets,” said Vafa Jamali, President and Chief Executive Officer of ZimVie. “As an independent company, we will be uniquely positioned to expand the reach of our solutions and execute on opportunities to drive sustainable growth and long-term shareholder value as we bring renewed energy and strategic focus to our brands and products that are trusted all over the world.”

Zimmer Biomet announced in February 2021 its intent to form a new independent, publicly traded company to optimize resource allocation and drive toward market leadership. That transaction process remains on track, with ZimVie’s first day of trading as a standalone entity anticipated on March 1, 2022.

 

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About Zimmer Biomet

Zimmer Biomet is a global medical technology leader with a comprehensive portfolio designed to maximize mobility and improve health. We seamlessly transform the patient experience through our innovative products and suite of integrated digital and robotic technologies that leverage data, data analytics and artificial intelligence.

With 90+ years of trusted leadership and proven expertise, Zimmer Biomet is positioned to deliver the highest quality solutions to patients and providers. Our legacy continues to come to life today through our progressive culture of evolution and innovation.

For more information about our product portfolio, our operations in 25+ countries and sales in 100+ countries or about joining our team, visit www.zimmerbiomet.com or follow Zimmer Biomet on Twitter at www.twitter.com/zimmerbiomet.

About ZimVie

ZimVie will focus on the dental and spine markets and their respective growth drivers such as implants, surgical tools, bone graft substitutes, spinal fusion implants, non-fusion alternatives, and digital care management solutions. “Zim” derives from Zimmer Biomet, the new company’s roots — and “Vie” is the French word for “life,” symbolizing the future. ZimVie’s headquarters will be in Westminster, Colorado.

Forward-Looking Non-GAAP Financial Measures

This press release includes certain forward-looking non-GAAP financial measures for the year ending December 31, 2022 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. 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

 

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measures because the excluded items are not available on a prospective basis without unreasonable efforts due to our limited visibility into and inability to make accurate projections and estimates of items, including GAAP allocations and other GAAP carveout adjustments. These items may vary greatly from year to year and could significantly impact our results as reported in accordance with GAAP. 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.

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,” “look forward to” and similar expressions to identify 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: the effects of the COVID-19 global pandemic and other adverse public health developments, 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; changes in customer demand for our products and services; changes in and compliance with governmental laws and regulations; competition; the impact of healthcare reform measures; reductions in reimbursement levels by third-party payors; cost containment efforts; 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; the ability to attract and retain independent agents and distributors and skilled employees; risks associated with significant indebtedness; restrictions on activities to preserve the tax-free

 

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treatment of the distribution; the ability to form and implement alliances; changes in tax obligations; product liability, intellectual property and commercial litigation losses; changes in general industry and market conditions and general domestic and international economic conditions; and the impact of the ongoing financial and political uncertainty in markets in which we operate. 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. Additional factors that could cause results to differ materially from those described in the forward-looking statements can be found in our filings with the Securities and Exchange Commission, including our registration statement on Form 10.

 

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