0000950170-22-023875 | 10-Q | XBRL Viewer

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Goodwill and Other Intangible Assets - Summary of Changes in Carrying Amount of Goodwill by Reportable Segment (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Sep. 30, 2022
Goodwill [Line Items]
Goodwill, Gross	$ 1,499,210	$ 1,485,803
Accumulated impairment losses	(1,231,400)	(1,231,400)
Goodwill, Net	267,810	254,403
Currency translation	(13,407)
Spine [Member]
Goodwill [Line Items]
Goodwill, Gross	1,089,400	1,089,400
Accumulated impairment losses	(1,089,400)	(1,089,400)
Goodwill, Net	0	0
Currency translation	0
Dental [Member]
Goodwill [Line Items]
Goodwill, Gross	409,810	396,403
Accumulated impairment losses	(142,000)	(142,000)
Goodwill, Net	267,810	$ 254,403
Currency translation	$ (13,407)

- Definition

Amount after accumulated impairment loss of an asset representing future economic benefits arising from other assets acquired in a business combination that are not individually identified and separately recognized.

+ References + Details

Goodwill and Other Intangible Assets - Summary of Estimated Annual Amortization Expense Based on Exchange Rates (Details) - USD ($) $ in Thousands	Sep. 30, 2022	Dec. 31, 2021
Goodwill and Intangible Assets Disclosure [Abstract]
2022 (remaining)	$ 20,900
2023	80,400
2024	78,000
2025	75,200
2026	72,600
Thereafter	312,400
Total identifiable intangible assets	$ 639,544	$ 766,175

Debt - Additional Information (Details) $ in Millions			1 Months Ended	6 Months Ended	9 Months Ended
Debt - Additional Information (Details) $ in Millions	Mar. 01, 2022 USD ($)	Dec. 17, 2021 USD ($)	Feb. 28, 2022 USD ($)	Jun. 30, 2022 USD ($)	Sep. 30, 2022 USD ($)
Line of Credit Facility [Line Items]
Borrowings under term loan credit agreements			$ 595.0
Repayment of term loan credit agreements	$ 34.0
Credit facility outstanding	$ 561.0
Debt instrument term			5 years
Principal payment on term loan				$ 3.5	$ 3.5
Debt Instrument, Description					Borrowings under the Credit Facility that are not term benchmark borrowings bear interest at a per annum rate equal to (a) the greatest of (i) the prime rate in effect on such day, (ii) the Federal Reserve Bank of New York rate in effect on such day plus 1⁄2 of 1% and (iii) the adjusted term SOFR for a one month interest period as published two U.S. government securities business days prior to such day (or if such day is not a business day, the immediately preceding business day) plus 1%, plus (b) an applicable margin, which may range from 0.50% to 0.75%, based on ZimVie's consolidated total net leverage ratio. As of September 30, 2022, the applicable margin was 1.75% for term benchmark borrowings and 0.75% for benchmark borrowings. Commitments under the Revolver are subject to a commitment fee on the unused portion of the Revolver of 25 basis points.
Revolver
Line of Credit Facility [Line Items]
Credit facility outstanding					$ 0.0
Term Loan
Line of Credit Facility [Line Items]
Credit facility outstanding					$ 554.0
Year One and Two
Line of Credit Facility [Line Items]
Repayment percentage	2.50%
Year Three
Line of Credit Facility [Line Items]
Repayment percentage	5.00%
Year Four
Line of Credit Facility [Line Items]
Repayment percentage	10.00%
Maximum [Member]
Line of Credit Facility [Line Items]
Proceeds from revolving loans		$ 175.0
Borrowings under term loan credit agreements		$ 595.0
Borrowing interest Rate					1.75%
Debt instrument total net leverage ratio				6.00
Minimum [Member]
Line of Credit Facility [Line Items]
Borrowing interest Rate					1.50%
Debt instrument total net leverage ratio				1.00

Inventories - Additional Information (Details) - USD ($) $ in Millions	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Inventory Disclosure [Abstract]
Amount charged to obsolete inventories	$ 4.0	$ 11.2	$ 21.6	$ 25.6

Fair Value Measurements of Assets and Liabilities - Reconciliation of Items Measured at Fair Value on Recurring Basis with Significant Unobservable Inputs (Level 3) (Details) - Contingent Consideration to Acquisitions [Member] - Significant Unobservable Inputs (Level 3) [Member] $ in Thousands	9 Months Ended
	Sep. 30, 2022 USD ($)
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Fair Value, Beginning Balance	$ 10,181
Foreign currency impact	319
Change in estimate	2,750
Fair Value, Ending Balance	$ 13,250

Fair Value Measurements of Assets and Liabilities (Tables)

9 Months Ended

Sep. 30, 2022

Fair Value Disclosures [Abstract]

Reconciliation of Items Measured at Fair Value on Recurring Basis with Significant Unobservable Inputs (Level 3)

The following table provides a reconciliation of the beginning and ending balances of items measured at fair value on a recurring basis that used significant unobservable inputs (Level 3) (in thousands):


	Level 3 - Liabilities
Contingent payments related to acquisitions
Balance December 31, 2021	$	10,181
Change in estimate		2,750
Foreign currency impact		319
Balance September 30, 2022	$	13,250

Earnings Per Share - Additional Information (Details) - shares shares in Millions	3 Months Ended	9 Months Ended
	Sep. 30, 2022	Sep. 30, 2022	Mar. 01, 2022
Earnings Per Share [Abstract]
Number of shares distributed			26.1
Weighted average number of shares excluded from computation of diluted earnings per share	3.8	3.3

Condensed Consolidated Statements Comprehensive Income (Loss) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Statement of Comprehensive Income [Abstract]
Net Income (Loss)	$ 831	$ (30,249)	$ (33,537)	$ (34,563)
Foreign currency cumulative translation adjustments, net of tax	(36,863)	(12,874)	(97,203)	(33,942)
Total Other Comprehensive Loss	(36,863)	(12,874)	(97,203)	(33,942)
Comprehensive Loss	$ (36,032)	$ (43,123)	$ (130,740)	$ (68,505)

- Definition

Amount after tax of increase (decrease) in equity from transactions and other events and circumstances from net income and other comprehensive income. Excludes changes in equity resulting from investments by owners and distributions to owners.

+ References + Details

- Definition

Amount after tax of income (loss) from continuing operations attributable to the parent.

+ References

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- Definition

Amount after tax and reclassification adjustments of other comprehensive income (loss).

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+ Details

Commitments and Contingencies

9 Months Ended

Sep. 30, 2022

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies

14. Commitments and Contingencies

We are subject to contingencies, such as various claims, legal proceedings and investigations regarding product liability, intellectual property, commercial and other matters that arise in the normal course of business. On a quarterly and annual basis, we review relevant information with respect to loss contingencies and update our accruals, disclosures and estimates of reasonably possible losses or ranges of loss based on such reviews. We record liabilities for loss contingencies when it is probable that a loss has been incurred and the amount can be reasonably estimated. For matters where a loss is believed to be reasonably possible, but not probable, no accrual has been made. Legal defense costs expected to be incurred in connection with a loss contingency are accrued when probable and reasonably estimable. The recorded accrual balance for loss contingencies was $4.8 million and $5.9 million as of September 30, 2022 and December 31, 2021, respectively. Initiation of new legal proceedings or a change in the status of existing proceedings may result in a change in the estimated loss accrued.

Subject to certain exceptions specified in the Separation Agreement, we assumed the liability for, and control of, all pending and threatened legal matters related to our business, including liabilities for any claims or legal proceedings related to products that had been part of our business, but were discontinued prior to the distribution, as well as assumed or retained liabilities, and will indemnify Zimmer Biomet for any liability arising out of or resulting from such assumed legal matters.

Share-Based Compensation - Summary of Restricted Stock Unit Activity (Details) - Restricted Stock Units	7 Months Ended
	Sep. 30, 2022 $ / shares shares
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Number of RSUs, Outstanding, Beginning Balance \| shares	264,420
Number of RSUs, Granted \| shares	1,270,934
Number of RSUs, Vested \| shares	(33,980)
Number of RSUs, Forfeited \| shares	(100,578)
Number of RSUs, Outstanding, Ending balance \| shares	1,400,796
Weighted Average Grant Date Fair Value, Outstanding, Beginning Balance \| $ / shares	$ 31.55
Weighted Average Grant Date Fair Value, Granted \| $ / shares	23.66
Weighted Average Grant Date Fair Value, Vested \| $ / shares	31.55
Weighted Average Grant Date Fair Value, Forfeited \| $ / shares	24.91
Weighted Average Grant Date Fair Value, Outstanding, Ending Balance \| $ / shares	$ 24.84

Background, Nature of Business and Basis of Presentation - Additional Information (Details) - Segment		9 Months Ended
	Mar. 01, 2022	Sep. 30, 2022
Percentage of Common Stock Shares Outstanding		80.30%
Number of Operating Segments		2
Zimmer Biomet
Percentage of Common Stock Shares Outstanding	80.30%
Zim Vie Inc
Percentage of Common Stock Shares Outstanding		19.70%

Related Party Transactions - Summary of Corporate Allocations Reflected in the Condensed Consolidated Balance sheet (Details) - USD ($) $ in Thousands	Sep. 30, 2022	Dec. 31, 2021
Related party receivable	$ 15,870	$ 0
Related party payable	19,893	0
Zimmer Biomet [Member]
Related party receivable	15,870	0
Related party payable	$ 19,893	$ 0

Debt

9 Months Ended

Sep. 30, 2022

Debt Disclosure [Abstract]

Debt

9. Debt

Our debt consisted of the following (in thousands):


	September 30, 2022			December 31, 2021
Term loan	$	553,987		$	—
Debt issuance costs		(4,507	)		—
Total debt		549,480			—
Less: current portion		(14,025	)		—
Total debt due after one year	$	535,455		$	—

We entered into a Credit Agreement, dated as of December 17, 2021 (the “Credit Agreement”), with JP Morgan Chase Bank, N.A., as administrative agent and syndication agent, and the lenders and issuing banks named therein. The Credit Agreement provides for revolving loans of up to $175.0 million (the “Revolver”) and term loan borrowings of up to $595.0 million.

On February 28, 2022 we borrowed the entire $595.0 million of available term loan borrowings (the “Original Term Loan Borrowing”) and on March 1, 2022, we prepaid $34.0 million of the Original Term Loan Borrowing (the $561.0 million of term borrowings following such prepayment being referred to as the “Term Loan” and, together with the Revolver, the “Credit Facility”). The Credit Facility has an initial term of five years. On each of June 30, 2022 and September 30, 2022, we made a $3.5 million scheduled principal payment on the Term Loan. As of September 30, 2022, $554.0 million was outstanding on the Term Loan following such payments, and there were no outstanding borrowings under the Revolver.

Following the reduction as a result of the $34.0 million prepayment of the Original Term Loan Borrowing on March 1, 2022, the Term Loan will amortize in equal quarterly installments in an aggregate amount equal to (i) 2.5% per annum of the original principal amount of the Original Term Loan Borrowing for the first two years of the facility, commencing at the end of the fiscal quarter ended June 30, 2022, (ii) 5.0% per annum of the original principal amount of the Original Term Loan Borrowing for the following year of the facility and (iii) 10.0% per annum of the original principal amount of the Original Term Loan Borrowing for the last two years of the facility, with the unpaid balance due in full on the maturity date. We are permitted to voluntarily prepay the loans under the Credit Facility at any time without premium or penalty, other than breakage fees.

Borrowings under the Revolver and the Term Loan bear interest, in the case of each term benchmark borrowing, at the adjusted term secured overnight financing rate (“SOFR”) for the interest period in effect for such borrowing, plus an applicable margin, which will range from 1.50% to 1.75%, based on ZimVie's consolidated total net leverage ratio. Borrowings under the Credit Facility that are not term benchmark borrowings bear interest at a per annum rate equal to (a) the greatest of (i) the prime rate in effect on such day, (ii) the Federal Reserve Bank of New York rate in effect on such day plus 1⁄2 of 1% and (iii) the adjusted term SOFR for a one month interest period as published two U.S. government securities business days prior to such day (or if such day is not a business day, the immediately preceding business day) plus 1%, plus (b) an applicable margin, which may range from 0.50% to 0.75%, based on ZimVie's consolidated total net leverage ratio. As of September 30, 2022, the applicable margin was 1.75% for term benchmark borrowings and 0.75% for benchmark borrowings. Commitments under the Revolver are subject to a commitment fee on the unused portion of the Revolver of 25 basis points.

Borrowings under the Credit Facility are collateralized by substantially all of our personal property, including intellectual property, and certain real property and we, along with our subsidiaries party to the Credit Facility, pledged our equity interests in our subsidiaries, subject to materiality thresholds and certain limitations with respect to foreign subsidiaries. The Credit Facility contains various covenants that restrict our ability to take certain actions, including incurrence of indebtedness, creation of liens, mergers or consolidations, dispositions of assets, making certain investments, prepayments or redemptions of subordinated debt, or making certain restricted payments. In addition, the Credit Facility contains financial covenants that require us to maintain at the end of any of our fiscal quarters commencing with the fiscal quarter ending June 30, 2022, a maximum consolidated total net leverage ratio of 6.00 to 1.00. We were in compliance with all covenants as of September 30, 2022.

See Note 13 to our combined financial statements included in our Annual Report for additional information on our Credit Agreement.

- Definition

The entire disclosure for information about short-term and long-term debt arrangements, which includes amounts of borrowings under each line of credit, note payable, commercial paper issue, bonds indenture, debenture issue, own-share lending arrangements and any other contractual agreement to repay funds, and about the underlying arrangements, rationale for a classification as long-term, including repayment terms, interest rates, collateral provided, restrictions on use of assets and activities, whether or not in compliance with debt covenants, and other matters important to users of the financial statements, such as the effects of refinancing and noncompliance with debt covenants.

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+ Details

Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021
Cash flows provided by operating activities:
Net loss	$ (33,537)	$ (34,563)
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation and amortization	92,469	95,667
Share-based compensation expense	24,982	2,932
Deferred income tax provision	(51,775)	(13,087)
Loss on disposal of fixed assets	2,817	0
Other non-cash items	900	0
Changes in operating assets and liabilities
Income taxes	(113)	(1,046)
Accounts receivable	(18,408)	19,820
Related party receivables	(14,418)	0
Inventories	13,400	6,400
Accounts payable and accrued liabilities	12,562	(22,213)
Related party payables	24,172	0
Other assets and liabilities	(19,523)	(11,025)
Net cash provided by operating activities	33,528	42,885
Cash flows used in investing activities:
Additions to instruments	(9,671)	(19,820)
Additions to other property, plant and equipment	(11,483)	(14,428)
Other investing activities	(1,950)	(3,677)
Net cash used in investing activities	(23,104)	(37,925)
Cash flows provided by (used in) financing activities:
Net transactions with Zimmer Biomet Holdings, Inc.	6,920	1,304
Dividend paid to Zimmer Biomet Holdings, Inc.	(540,567)	0
Proceeds from term loans	595,000	0
Payments on term loans	(41,012)	0
Debt issuance costs	(5,170)	0
Repayments of debt due to Zimmer Biomet Holdings, Inc.	0	(8,048)
Other financing activities	37	(800)
Net cash provided by (used in) financing activities	15,208	(7,544)
Effect of exchange rates on cash and cash equivalents	(10,023)	(761)
Increase (decrease) in cash and cash equivalents	15,609	(3,345)
Cash and cash equivalents, beginning of year	100,399	27,418
Cash and cash equivalents, end of period	116,008	24,073
Supplemental schedule of noncash investing and financing activities:
Derecognition of right-of-use assets	(14,174)	0
Derecognition of lease liabilities	$ 15,303	$ 0

Fair Value Measurements of Assets and Liabilities

9 Months Ended

Sep. 30, 2022

Fair Value Disclosures [Abstract]

Fair Value Measurements of Assets and Liabilities

8. Fair Value Measurements of Assets and Liabilities

The fair value of foreign currency exchange forward contracts (see Note 10) are determined using Level 2 inputs. The carrying value of our debt (see Note 9) approximates fair value as it bears interest at floating rates. The carrying amounts of other financial instruments (i.e., cash and cash equivalents, restricted cash, bank time deposits, accounts receivable, net, and accounts payable) approximated their fair values at December 31, 2021 and September 30, 2022 due to their short-term nature.

The fair values of acquisition-related contingent payments are estimated using Level 3 inputs. Contingent payments related to acquisitions consist of sales-based payments, and are valued using discounted cash flow techniques. The fair value of sales-based payments is based upon probability-weighted future revenue estimates, and increases as revenue estimates increase. See Note 10 to our combined financial statements included in our Annual Report for additional information regarding contingent payments related to acquisitions.


	Level 3 - Liabilities
Contingent payments related to acquisitions
Balance December 31, 2021	$	10,181
Change in estimate		2,750
Foreign currency impact		319
Balance September 30, 2022	$	13,250

- Definition

The entire disclosure for the fair value of financial instruments (as defined), including financial assets and financial liabilities (collectively, as defined), and the measurements of those instruments as well as disclosures related to the fair value of non-financial assets and liabilities. Such disclosures about the financial instruments, assets, and liabilities would include: (1) the fair value of the required items together with their carrying amounts (as appropriate); (2) for items for which it is not practicable to estimate fair value, disclosure would include: (a) information pertinent to estimating fair value (including, carrying amount, effective interest rate, and maturity, and (b) the reasons why it is not practicable to estimate fair value; (3) significant concentrations of credit risk including: (a) information about the activity, region, or economic characteristics identifying a concentration, (b) the maximum amount of loss the entity is exposed to based on the gross fair value of the related item, (c) policy for requiring collateral or other security and information as to accessing such collateral or security, and (d) the nature and brief description of such collateral or security; (4) quantitative information about market risks and how such risks are managed; (5) for items measured on both a recurring and nonrecurring basis information regarding the inputs used to develop the fair value measurement; and (6) for items presented in the financial statement for which fair value measurement is elected: (a) information necessary to understand the reasons for the election, (b) discussion of the effect of fair value changes on earnings, (c) a description of [similar groups] items for which the election is made and the relation thereof to the balance sheet, the aggregate carrying value of items included in the balance sheet that are not eligible for the election; (7) all other required (as defined) and desired information.

+ References + Details

Goodwill and Other Intangible Assets (Tables)

9 Months Ended

Sep. 30, 2022

Goodwill and Intangible Assets Disclosure [Abstract]

Summary of Changes in Carrying Amount of Goodwill by Reportable Segment

The following table summarizes the changes in the carrying amount of goodwill by historical reportable segment (in thousands):


	Spine			Dental			Total
Balance at December 31, 2021
Goodwill, Gross	$	1,089,400		$	409,810		$	1,499,210
Accumulated impairment losses		(1,089,400	)		(142,000	)		(1,231,400	)
Goodwill, Net		—			267,810			267,810
Currency translation		—			(13,407	)		(13,407	)
Balance at September 30, 2022
Goodwill, Gross		1,089,400			396,403			1,485,803
Accumulated impairment losses		(1,089,400	)		(142,000	)		(1,231,400	)
Goodwill, Net	$	—		$	254,403		$	254,403

Summary of Identifiable Intangible Assets

The components of identifiable intangible assets were as follows (in thousands):


	Technology			Trademarks and Trade Names			Customer Relationships			Other			Total
As of December 31, 2021:
Intangible assets subject to amortization:
Gross carrying amount	$	873,913		$	143,187		$	379,967		$	56,839		$	1,453,906
Accumulated amortization		(409,839	)		(56,233	)		(171,576	)		(50,083	)		(687,731	)
Total identifiable intangible assets	$	464,074		$	86,954		$	208,391		$	6,756		$	766,175
As of September 30, 2022:
Intangible assets subject to amortization:
Gross carrying amount	$	808,183		$	131,021		$	348,975		$	54,090		$	1,342,269
Accumulated amortization		(420,090	)		(58,375	)		(175,605	)		(48,655	)		(702,725	)
Total identifiable intangible assets	$	388,093		$	72,646		$	173,370		$	5,435		$	639,544

Summary of Estimated Annual Amortization Expense Based on Exchange Rates

Estimated annual amortization expense for the years ending December 31, 2022 through 2026 based on exchange rates in effect at December 31, 2021 is as follows (in millions):


For the Years Ending December 31,
2022 (remaining)	$	20.9
2023		80.4
2024		78.0
2025		75.2
2026		72.6
Thereafter		312.4
Total	$	639.5

- Definition

Tabular disclosure of goodwill by reportable segment and in total which includes a rollforward schedule.

+ References

Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 350
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Reference 2: http://www.xbrl.org/2009/role/commonPracticeRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 350
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Reference 3: http://www.xbrl.org/2009/role/commonPracticeRef
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-Section 50
-Paragraph 1
-Subparagraph (g)
-URI https://asc.fasb.org/extlink&oid=121556970&loc=d3e13816-109267

Reference 4: http://www.xbrl.org/2009/role/commonPracticeRef
-Publisher FASB
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-Name Accounting Standards Codification
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Reference 6: http://www.xbrl.org/2009/role/commonPracticeRef
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Reference 7: http://www.xbrl.org/2009/role/commonPracticeRef
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Reference 8: http://www.xbrl.org/2009/role/commonPracticeRef
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Reference 9: http://www.xbrl.org/2009/role/commonPracticeRef
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-Name Accounting Standards Codification
-Topic 350
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-URI https://asc.fasb.org/extlink&oid=121556970&loc=d3e13816-109267

Reference 10: http://www.xbrl.org/2009/role/commonPracticeRef
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-Name Accounting Standards Codification
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-Paragraph 2
-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=121556970&loc=d3e13854-109267

Reference 11: http://www.xbrl.org/2003/role/exampleRef
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-Name Accounting Standards Codification
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Reference 12: http://www.xbrl.org/2009/role/commonPracticeRef
-Publisher FASB
-Name Accounting Standards Codification
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-Paragraph 1
-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=121556970&loc=d3e13816-109267

+ Details

Segment Data (Tables)

9 Months Ended

Sep. 30, 2022

Segment Reporting [Abstract]

Summary of Net Sales and operating profit (loss) by Segment

Net sales and operating profit (loss) by segment are as follows (in thousands):


	Net Sales				Operating Profit (Loss)
	Three Months Ended September 30,				Three Months Ended September 30,
	2022		2021		2022			2021
Spine	$	108,153	$	129,298	$	17,258		$	11,563
Dental		105,121		109,383		17,465			19,156
Segment Total		213,274		238,681		34,723			30,719
Related party transactions		1,303		938		(16	)		(12,782	)
Expenses related to Parent products		—		—		(275	)		(792	)
Intangible asset amortization		—		—		(19,357	)		(21,527	)
Restructuring		—		—		(689	)		(914	)
Acquisition, integration, divestiture and related		—		—		(7,727	)		(5,053	)
Other		—		—		(23,332	)		(19,918	)
Total	$	214,577	$	239,619	$	(16,673	)	$	(30,267	)


	Net Sales				Operating Profit (Loss)
	Nine Months Ended September 30,				Nine Months Ended September 30,
	2022		2021		2022			2021
Spine	$	337,484	$	405,159	$	29,619		$	46,037
Dental		343,839		343,075		68,097			67,520
Segment Total		681,323		748,234		97,716			113,557
Related party transactions		3,419		4,842		(11,777	)		(48,047	)
Expenses related to Parent products		—		—		(891	)		(1,147	)
Intangible asset amortization		—		—		(60,178	)		(65,041	)
Restructuring		—		—		(6,486	)		(2,291	)
Acquisition, integration, divestiture and related		—		—		(25,455	)		(12,011	)
Other		—		—		(63,761	)		(20,184	)
Total	$	684,742	$	753,076	$	(70,832	)	$	(35,164	)

Debt - Schedule of Debt (Details) - USD ($) $ in Thousands	Sep. 30, 2022	Dec. 31, 2021
Debt Disclosure [Abstract]
Term loan	$ 553,987	$ 0
Debt issuance costs	(4,507)	0
Total debt	549,480	0
Less: current portion	(14,025)	0
Total debt due after one year	$ 535,455	$ 0

- Definition

Amount, excluding unamortized premium (discount) and debt issuance cost, of long-term debt. Excludes lease obligation.

+ References + Details

Income Taxes - Additional Information (Details) - USD ($) $ in Millions	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Income Tax Disclosure [Abstract]
Effective tax rate on loss before income taxes	103.70%	0.80%	59.00%	3.60%
Statutory tax rate			21.00%
Deferred tax liability increase in amount related to distribution			$ 3.9

Segment Data - Summary of Net Sales and Other Information by Segment (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Revenue, Major Customer [Line Items]
Net Sales	$ 214,577	$ 239,619	$ 684,742	$ 753,076
Operating income (loss)	(16,673)	(30,267)	(70,832)	(35,164)
Related party Transactions, net sales	1,303	938	3,419	4,842
Expenses related to Parent products	(275)	(792)	(891)	(1,147)
Profit or loss from related party transactions	(16)	(12,782)	(11,777)	(48,047)
Intangible asset amortization	(19,357)	(21,527)	(60,178)	(65,041)
Restructuring	(689)	(914)	(6,486)	(2,291)
Acquisition, integration, divestiture and related	(7,727)	(5,053)	(25,455)	(12,011)
Other	(23,332)	(19,918)	(63,761)	(20,184)
Spine
Revenue, Major Customer [Line Items]
Net Sales	108,153	129,298	337,484	405,159
Operating income (loss)	17,258	11,563	29,619	46,037
Dental
Revenue, Major Customer [Line Items]
Net Sales	105,121	109,383	343,839	343,075
Operating income (loss)	17,465	19,156	68,097	67,520
Segment Total
Revenue, Major Customer [Line Items]
Net Sales	213,274	238,681	681,323	748,234
Operating income (loss)	$ 34,723	$ 30,719	$ 97,716	$ 113,557

Share-Based Compensation - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021	Feb. 28, 2022
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Share based compensation expense	$ 5,288	$ 1,818	$ 24,982	$ 5,167
Unexercised stock option,Vested			$ 10,300
Weighted average remaining vesting period			2 years 6 months
Vesting period			3 years
Expected Volatility			52.29%
Expected term			6 years
Risk-free interest rate			1.94%
Dividend yield			0.00%
Unrecognized share-based compensation cost related to unvested stock options	$ 13,000		$ 13,000
Weighted average vesting period of unrecognized share-based compensation costs			2 years
2022 Stock Incentive Plan
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Common stock shares authorized	3,000,000.0		3,000,000.0
Shares available for future grants	1,500,000		1,500,000
Zim Vie Inc
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Share based compensation expense			$ 21,300
Stock option not yet recognized	$ 11,000		$ 11,000
Restricted Stock Units
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Weighted average fair value	$ 24.84		$ 24.84		$ 31.55
Unrecognized share-based compensation cost related to unvested stock options	$ 23,800		$ 23,800
Weighted average vesting period of unrecognized share-based compensation costs			2 years 4 months 24 days
Total fair value of RSUs vested			$ 1,100
Restricted Stock Units \| Zim Vie Inc
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Weighted average fair value	$ 31.55		$ 31.55
Performance Restricted stock units and RSU
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Conversion of Shares			300,000
Stock Option
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Weighted average fair value	$ 14.76		$ 14.76
Vesting period			10 years
Stock Option \| Zim Vie Inc
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Conversion of Shares			2,100,000

Goodwill and Other Intangible Assets - Summary of Identifiable Intangible Assets (Details) - USD ($) $ in Thousands	Sep. 30, 2022	Dec. 31, 2021
Finite-Lived Intangible Assets [Line Items]
Gross carrying amount	$ 1,342,269	$ 1,453,906
Accumulated amortization	(702,725)	(687,731)
Intangible assets, net	639,544	766,175
Technology [Member]
Finite-Lived Intangible Assets [Line Items]
Gross carrying amount	808,183	873,913
Accumulated amortization	(420,090)	(409,839)
Intangible assets, net	388,093	464,074
Trademarks and Trade Names [Member]
Finite-Lived Intangible Assets [Line Items]
Gross carrying amount	131,021	143,187
Accumulated amortization	(58,375)	(56,233)
Intangible assets, net	72,646	86,954
Customer Relationships [Member]
Finite-Lived Intangible Assets [Line Items]
Gross carrying amount	348,975	379,967
Accumulated amortization	(175,605)	(171,576)
Intangible assets, net	173,370	208,391
Other [Member]
Finite-Lived Intangible Assets [Line Items]
Gross carrying amount	54,090	56,839
Accumulated amortization	(48,655)	(50,083)
Intangible assets, net	$ 5,435	$ 6,756

Inventories - Summary of Inventories (Details) - USD ($) $ in Thousands	Sep. 30, 2022	Dec. 31, 2021
Inventory Disclosure [Abstract]
Finished goods	$ 187,595	$ 199,553
Work in progress	22,396	26,700
Raw materials	14,241	20,579
Inventories	$ 224,232	$ 246,832

Earnings Per Share (Tables)

9 Months Ended

Sep. 30, 2022

Earnings Per Share [Abstract]

Summary of Weighted Average Shares for Basic and Diluted Earnings Per Common Shares

The calculation of weighted average shares for the basic and diluted share earnings per common share is as follows (in thousands, except per share data):


	For the Three Months Ended September 30,					For the Nine Months Ended September 30,
	2022		2021			2022			2021
Net income (loss)	$	831	$	(30,249	)	$	(33,537	)	$	(34,563	)

Weighted average shares outstanding for basic net earnings per share		26,074		26,050			26,074			26,050
Effect of dilutive stock options and other equity awards (1)		76		—			—			—
Weighted average shares outstanding for dilutive net earnings per share		26,150		26,050			26,074			26,050

Basic income (loss) per common share	$	0.03	$	(1.16	)	$	(1.29	)	$	(1.33	)
Diluted income (loss) per common share	$	0.03	$	(1.16	)	$	(1.29	)	$	(1.33	)

(1) Since we incurred a net loss in the nine months ended September 30, 2022 and in the three and nine months ended September 30, 2021, no dilutive stock options or other equity awards were included as diluted shares in those periods.

Debt (Tables)

9 Months Ended

Sep. 30, 2022

Debt Disclosure [Abstract]

Schedule of Debt

Our debt consisted of the following (in thousands):


	September 30, 2022			December 31, 2021
Term loan	$	553,987		$	—
Debt issuance costs		(4,507	)		—
Total debt		549,480			—
Less: current portion		(14,025	)		—
Total debt due after one year	$	535,455		$	—

Related Party Transactions

9 Months Ended

Sep. 30, 2022

Related Party Transactions

13. Related Party Transactions

Prior to the distribution, we did not operate as a standalone business and had various relationships with Zimmer Biomet whereby Zimmer Biomet provided services to us. Following the distribution, certain functions that Zimmer Biomet provided to us prior to the distribution either continue to be provided to us by Zimmer Biomet under a transition services agreement or are being performed using our own resources or third-party service providers. The following disclosures summarize activity between us and Zimmer Biomet that are included in our condensed consolidated financial statements.

Prior to Distribution

Corporate Overhead and Other Allocations from Zimmer Biomet

Zimmer Biomet provided certain services, which included, but were not limited to, executive oversight, treasury, finance, legal, human resources, tax planning, internal audit, financial reporting, information technology and other corporate departments. The expenses related to these services have been allocated based on direct usage or benefit where specifically identifiable, with the remainder allocated on a proportional cost allocation method based primarily on net trade sales, as applicable. When specific identification is not practicable, a proportional cost method was used primarily based on sales.

Corporate allocations reflected in the condensed consolidated statements of operations are as follows (in thousands):


	For the Three Months Ended September 30,				For the Nine Months Ended September 30,
	2022		2021		2022			2021
Cost of products sold	$	-	$	536	$	(78	)	$	526
Selling, general & administrative		-		12,395		13,914			48,857

Management believes that the methods used to allocate expenses to ZimVie are a reasonable reflection of the utilization of services provided to, or the benefit derived by, ZimVie during the periods presented. However, the allocations may not necessarily reflect the condensed consolidated financial position, results of operations and cash flows in the future or what they would have been had ZimVie been a separate, standalone entity during the periods presented.

Share-Based Compensation

As discussed in Note 3, our employees participated in Zimmer Biomet’s share-based compensation plans, the costs of which have been allocated and recorded in cost of products sold, R&D, and selling, general and administrative expenses in the condensed consolidated statements of operations. Share-based compensation benefit related to our employees prior to the distribution were $0.4 million for the three months ended September 30, 2021, and $1.0 million and $2.9 million for the nine months ended September 30, 2022 and 2021, respectively. There were no share-based compensation costs allocated during the three months ended September 30, 2022.

In connection with the distribution, the awards held by employees were modified and resulted in incremental compensation expense as discussed in Note 3.

Centralized Cash Management

Zimmer Biomet used a centralized approach to cash management and financing of operations. The majority of our subsidiaries were party to Zimmer Biomet’s cash pooling arrangements with several financial institutions to maximize the availability of cash for general operating and investing purposes. Under these cash pooling arrangements, cash balances were swept regularly from our accounts. Cash transfers to and from Zimmer Biomet’s cash concentration accounts and the resulting balances at the end of each reporting period were reflected in NPI and net transactions with Zimmer Biomet in the condensed consolidated balance sheets and statements of cash flows, respectively.

Prior to the distribution, we borrowed $595 million under our borrowing agreement (see Note 9) and subsequently distributed $561 million of the proceeds to Zimmer Biomet. After this distribution and the impact of various transactions between the parties related to the separation, we had approximately $100 million of cash at distribution to operate as a standalone company. This includes approximately $10 million that will be payable to Zimmer Biomet upon the termination of certain interim operating model agreements as described below.

Manufacturing Services to Zimmer Biomet

We have certain manufacturing facilities that also produce orthopedic products that continue to be sold by Zimmer Biomet after the separation. The condensed consolidated statements of operations reflect the sales of these orthopedic products with Zimmer Biomet (in thousands):


	For the Three Months Ended September 30,				For the Nine Months Ended September 30,
	2022		2021		2022		2021
Related party net sales	$	1,303	$	938	$	3,419	$	4,842
Related party cost of products sold, excluding intangible asset amortization		1,319		789		3,177		3,506

We will continue to sell these products to Zimmer Biomet in future periods pursuant to a transition manufacturing and supply agreement as described below.

Net Parent Company Investment

As discussed in Note 1, NPI is primarily impacted by contributions from Zimmer Biomet, which are the result of treasury activity and net funding provided by or distributed to Zimmer Biomet. For the nine months ended September 30, 2022 and 2021, net transactions with Zimmer Biomet reflected in the cash flows pre-distribution were $6.9 million and $1.3 million, respectively. Activities that impacted the net transfers from Zimmer Biomet include corporate overhead, stock based compensation, debt agreements between the parties and other allocations and centralized cash management. For the nine months ended September 30, 2022 and 2021, the total impact on NPI from these transactions were $70.4 million and $19.7 million, respectively.

For all periods prior to the distribution, transfers between ZimVie and Zimmer Biomet affiliates were recognized in Net transactions with Zimmer Biomet. In connection with the distribution, certain net assets of approximately $79 million that were included in our pre-distribution balance sheet were retained by Zimmer Biomet, with the offset of the non-cash transaction reflected as a distribution within NPI. Separation-related adjustments were also recognized in Net transactions with Zimmer Biomet.

During the three months ended September 30, 2021, we legally entered into a $24.4 million debt agreement with Zimmer Biomet. This debt was subsequently terminated in October 2021 without any cash being exchanged between a ZimVie subsidiary and Zimmer Biomet.

After Distribution

In connection with the distribution, ZimVie entered into various agreements that govern activity between the parties, including, but not limited to, the Separation and Distribution Agreement (the “Separation Agreement”), the Transition Services Agreement, interim operating model ("IOM") agreements, the Tax Matters Agreement, the Employee Matters Agreement and transition manufacturing and supply agreements.

The amount due from and to Zimmer Biomet under the various agreements described below are included in related party receivable or payable, as applicable, in our condensed consolidated balance sheets as follows (in thousands):


	September 30, 2022		December 31, 2021
Related party receivable	$	15,870	$	—
Related party payable		19,893		—

The Separation Agreement sets forth our agreements with Zimmer Biomet regarding the principal actions taken in connection with the separation and the distribution. It also sets forth other agreements that govern aspects of our relationship with Zimmer Biomet following the separation and the distribution. The Separation Agreement provides for, among other things, (i) the assets to be transferred, the liabilities to be assumed and the contracts to be assigned to each of us and Zimmer Biomet as part of the separation, (ii) cross-indemnities principally designed to place financial responsibility for the obligations and liabilities of the ZimVie businesses with us and financial responsibility for the obligations and liabilities of Zimmer Biomet’s remaining businesses with Zimmer Biomet, (iii) procedures with respect to claims subject to indemnification and related matters and governing our and Zimmer Biomet’s obligations and allocations of liabilities with respect to ongoing litigation matters and (iv) the allocation between us and Zimmer Biomet of rights and obligations under existing insurance policies with respect to occurrences prior to completion of the distribution.

The Separation Agreement also provides that, in order to obtain certain requisite governmental approvals, or for other business reasons, following the distribution date, Zimmer Biomet and certain of its affiliates will continue to operate certain activities relating to the ZimVie businesses in certain jurisdictions until the requisite approvals have been received or the occurrence of all other actions permitting the legal transfer of such activities, and we will receive, to the greatest extent possible, all of the economic benefits and burdens of such activities.

The agreements that we entered into with Zimmer Biomet that govern aspects of ZimVie's relationship with Zimmer Biomet following the distribution include:

Transition Services Agreement - Pursuant to the Transition Services Agreement, we and Zimmer Biomet provide certain services to one another, on an interim, transitional basis following the separation and the distribution. The services provided include certain regulatory services, commercial services, operational services, tax services, clinical affairs services, information technology services, finance and accounting services and human resource and employee benefits services. The agreed-upon charges for such services are generally intended to allow the providing company to recover all costs and expenses of providing such services and are included in Selling, general and administrative in our condensed consolidated statements of operations. The Transition Services Agreement terminates on the expiration of the term of the last service provided thereunder, which will generally be no later than March 31, 2025. Subject to certain exceptions in the case of willful misconduct or fraud, the liability of each of Zimmer Biomet and us under the Transition Services

Agreement for the services it provides will be limited to the aggregate service fees paid to it in the immediately preceding one-year period.

Interim Operating Agreements - Zimmer Biomet and ZimVie entered into a series of IOM agreements pursuant to which Zimmer Biomet and certain of its affiliates that held licenses, permits and other rights in connection with marketing, import and/or distribution of ZimVie products in various jurisdictions prior to the distribution will continue to market, import and distribute such products until such time as the relevant licenses and permits are transferred to ZimVie or its affiliates, while permitting ZimVie (or Zimmer Biomet, as applicable) to recognize revenue relating to the sale of its respective products, to the extent practicable. Under such IOM agreements and in accordance with the Separation Agreement, the relevant Zimmer Biomet entity will continue operations in the affected market on behalf of ZimVie, with ZimVie receiving all of the economic benefits and burdens of such activities. ZimVie began receiving these economic benefits as of March 1, 2022. Based on the terms of the IOM agreements, ZimVie determined it is the principal under this arrangement when: ZimVie holds all risks and rewards of ownership inclusive of risk of loss, market risk and benefits related to the inventory; ZimVie has latitude in pricing; ZimVie has the ability to direct Zimmer Biomet regarding decisions over inventory; and ZimVie is responsible for all credit and collections risks and losses associated with the related receivables. ZimVie is the principal in the majority of the IOM agreements and recognizes those sales on a gross basis. In limited jurisdictions, ZimVie is not the principal and recognizes revenue on a net basis. Upon exit of certain IOM agreements, we expect to pay approximately $10 million for the purchase of accounts receivable and inventory from Zimmer Biomet. Through September 30, 2022, we have paid Zimmer Biomet $5.4 million of the total expected $10 million related to the exit of certain IOM agreements.

Tax Matters Agreement - The Tax Matters Agreement governs the respective rights, responsibilities and obligations of us and Zimmer Biomet after the distribution with respect to taxes (including taxes arising in the ordinary course of business and taxes, if any, incurred as a result of any failure of the distribution and certain related transactions to qualify as tax-free for U.S. federal income tax purposes), tax attributes, the preparation and filing of tax returns, tax elections, the control of audits and other tax proceedings and assistance and cooperation in respect of tax matters.

The Tax Matters Agreement also imposes certain restrictions on us and our subsidiaries (including, among others, restrictions on share issuances, business combinations, sales of assets and similar transactions) designed to preserve the tax-free status of the distribution and certain related transactions. The Tax Matters Agreement provides special rules that allocate tax liabilities in the event the distribution, together with certain related transactions, does not qualify as tax-free. In general, under the Tax Matters Agreement, each party is expected to be responsible for any taxes imposed on Zimmer Biomet or us, as the case may be, that arise from the failure of the distribution, together with certain related transactions, to qualify as a transaction that is generally tax-free under Sections 355 and 368(a)(1)(D) and certain other relevant provisions of the Internal Revenue Code of 1986, to the extent that the failure to so qualify is attributable to actions, events or transactions relating to such party’s respective stock, assets or business, or a breach of the relevant representations or covenants made by that party in the Tax Matters Agreement. However, if such failure was the result of any acquisition of our shares or assets, or of any of our representations, statements or undertakings being incorrect, incomplete or breached, we generally will be responsible for all taxes imposed as a result of such acquisition or breach.

Employee Matters Agreement - The Employee Matters Agreement allocates liabilities and responsibilities relating to employment matters, employee compensation and benefits plans and programs and other related matters. The Employee Matters Agreement governs certain compensation and employee benefits obligations with respect to the current and former employees and non-employee directors of each party. The Employee Matters Agreement provides that, except as otherwise specified, Zimmer Biomet is generally responsible for liabilities associated with employees who will remain employed by Zimmer Biomet and former employees whose last employment was with Zimmer Biomet’s businesses, and we are generally responsible for liabilities associated with employees who are or will be employed by us and former employees whose last employment was with the ZimVie businesses. The Employee Matters Agreement provided for the conversion of the outstanding awards granted under Zimmer Biomet’s equity compensation programs into adjusted awards relating to shares of Zimmer Biomet and/or ZimVie common stock in a manner intended to preserve the aggregate intrinsic value of the original awards. The adjusted awards are subject to substantially similar terms, vesting conditions, post-termination exercise rules and other restrictions that applied to the original Zimmer Biomet awards immediately before the separation.

Transition Manufacturing and Supply Agreement and Reverse Transition Manufacturing and Supply Agreement - Pursuant to the Transition Manufacturing and Supply Agreement and the Reverse Transition Manufacturing and Supply Agreement, we or Zimmer Inc., a wholly-owned subsidiary of Zimmer Biomet, as the case may be, will manufacture or cause to be manufactured certain products for the other party, on an interim, transitional basis. Pursuant to such agreements, we or Zimmer, Inc., as the case may be, will be required to purchase certain minimum amounts of products from the other party. The Transition Manufacturing and Supply Agreement and the Reverse Transition Manufacturing and Supply Agreement will terminate on the expiration of the term of the last product manufactured by us or Zimmer, Inc., as the case may be, pursuant to such agreements, which will generally be no later than March 1, 2027.

Other agreements include the Intellectual Property Matters Agreement and the Transitional Trademark License Agreement.

Inventories

9 Months Ended

Sep. 30, 2022

Inventory Disclosure [Abstract]

Inventories

5. Inventories

Inventories consisted of the following (in thousands):


	September 30, 2022		December 31, 2021
Finished goods	$	187,595	$	199,553
Work-in-progress		22,396		26,700
Raw materials		14,241		20,579
Inventories	$	224,232	$	246,832

Amounts charged to cost of products sold in the condensed consolidated statements of operations for excess and obsolete ("E&O") inventory, including certain product lines we intend to discontinue, were $4.0 million and $11.2 million in the three months ended September 30, 2022 and 2021, respectively, and were $21.6 million and $25.6 million in the nine months ended September 30, 2022 and 2021, respectively.

Restructuring - Additional Information (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Restructuring Cost and Reserve [Line Items]
Restructuring Charges	$ 689	$ 914	$ 6,486	$ 2,291
Restructuring Charges Pre-tax	700		2,400
Maximum [Member]
Restructuring Cost and Reserve [Line Items]
Restructuring Charges			6,000
Restructuring Charges Pre-tax	$ 100
Minimum [Member]
Restructuring Cost and Reserve [Line Items]
Restructuring Charges			5,000
ZB Restructuring Plans [Member]
Restructuring Cost and Reserve [Line Items]
Restructuring Charges Pre-tax		$ 900	$ 4,100	$ 2,300

Share-Based Compensation (Tables)

9 Months Ended

Sep. 30, 2022

Share-Based Payment Arrangement [Abstract]

Schedule of Share-based Compensation

Share-based compensation expense was as follows (in thousands):


	For the Three Months Ended September 30,						For the Nine Months Ended September 30,
	2022			2021			2022			2021
Share-based compensation expense recognized in:
Cost of products sold, excluding intangible asset amortization	$	118		$	145		$	2,204		$	402
Research and development		448			221			2,992			655
Selling, general and administrative		4,722			1,452			19,786			4,110
		5,288			1,818			24,982			5,167
Tax benefit related to awards		(1,328	)		(426	)		(5,918	)		(1,211	)
Total expense, net of tax	$	3,960		$	1,392		$	19,064		$	3,956

Summary of Stock Option Activity

Stock option activity was as follows:


	Period Ended September 30, 2022
				Weighted		Weighted Average
				Average		Remaining		Aggregate
	Number of			Exercise		Contractual		Intrinsic
	Stock Options			Price		Life (Years)		Value (in Millions)
Outstanding at March 1, 2022		2,125,548		$	27.32
Granted		484,650			23.87
Exercised		(12,949	)		17.28
Forfeited		(122,607	)		26.55
Outstanding at September 30, 2022		2,474,642		$	26.73		7.1	$	-
Exercisable at September 30, 2022		1,220,143		$	25.35		5.6	$	-

Summary of Restricted Stock Unit Activity

RSU activity was as follows:


	Period Ended September 30, 2022
				Weighted
				Average
	Number of			Grant Date
	RSUs			Fair Value
Outstanding at March 1, 2022		264,420		$	31.55
Granted		1,270,934			23.66
Vested		(33,980	)		31.55
Forfeited		(100,578	)		24.91
Outstanding at September 30, 2022		1,400,796		$	24.84

Inventories (Tables)

9 Months Ended

Sep. 30, 2022

Inventory Disclosure [Abstract]

Summary of Inventories

Inventories consisted of the following (in thousands):


	September 30, 2022		December 31, 2021
Finished goods	$	187,595	$	199,553
Work-in-progress		22,396		26,700
Raw materials		14,241		20,579
Inventories	$	224,232	$	246,832

Related Party Transactions - Summary of Sale Transactions with Related Party (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Related Party Transaction [Line Items]
Related party net sales	$ 1,303	$ 938	$ 3,419	$ 4,842
Zimmer Biomet [Member]
Related Party Transaction [Line Items]
Related party net sales	1,303	938	3,419	4,842
Related party cost of products sold, excluding intangible asset amortization	$ 1,319	$ 789	$ 3,177	$ 3,506

- Definition

Amount of revenue, fees and commissions earned from transactions between (a) a parent company and its subsidiaries; (b) subsidiaries of a common parent; (c) an entity and trusts for the benefit of employees, for example, but not limited to, pension and profit-sharing trusts that are managed by or under the trusteeship of the entity's management; (d) an entity and its principal, owners, management, or members of their immediate families; and (e) affiliates.

+ References

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-Publisher FASB
-Name Accounting Standards Codification
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+ Details

Related Party Transactions - Additional Information (Details) - USD ($) $ in Thousands	1 Months Ended	3 Months Ended		9 Months Ended
	Feb. 28, 2022	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021	Dec. 31, 2021
Share-based compensation benefit				$ 24,982	$ 2,932
Borrowings under term loan credit agreements	$ 595,000
Related party cash after distribution				100,000
Net transactions with Zimmer Biomet reflected in the cash flows pre-distribution				6,920	1,304
Net transactions with Zimmer Biomet Holdings Inc.			$ (2,183)	(70,430)	(19,741)
Dividend paid to Zimmer Biomet				540,567	0
Cash and Cash Equivalents, at Carrying Value		$ 116,008		116,008		$ 100,399
Zimmer Biomet [Member]
Borrowings under term loan credit agreements				595,000
Proceeds from Related Party Debt				561,000
Debt Agreement Amount			$ 24,400
Related Party Transaction Debt Termination Description			This debt was subsequently terminated in October 2021 without any cash being exchanged between a ZimVie subsidiary and Zimmer Biomet.
Due to related parties		10,000		10,000
Net transactions with Zimmer Biomet reflected in the cash flows pre-distribution				6,900	1,300
Net transactions with Zimmer Biomet Holdings Inc.				70,400	19,700
Due from Related Parties		79,000		79,000
Accounts Receivable and Inventory, Related Parties		10,000		10,000
Dividend paid to Zimmer Biomet				5,400
Zimmer Biomet [Member] \| Revision of Prior Period, Adjustment [Member]
Share-based compensation benefit		$ 0	$ 400	$ 1,000	$ 2,900

Restructuring (Tables)

9 Months Ended

Sep. 30, 2022

Restructuring Cost and Reserve [Line Items]

Schedule of Restructuring Liabilities

The following table summarizes the liabilities directly attributable to us that were recognized under the plans discussed above and excludes non-cash charges (in thousands):


	Nine Months Ended September 30, 2022
	Employee Termination Benefits			Other			Total
Balance, December 31, 2021	$	1,099		$	1,150		$	2,249
Additions		1,777			2,923			4,700
Non-cash adjustments		—			(320	)		(320	)
Cash payments		(1,797	)		(1,724	)		(3,521	)
Balance, September 30, 2022	$	1,079		$	2,029		$	3,108

Segment Data

9 Months Ended

Sep. 30, 2022

Segment Reporting [Abstract]

Segment Data

12. Segment Data

Net sales and operating profit (loss) by segment are as follows (in thousands):


	Net Sales				Operating Profit (Loss)
	Three Months Ended September 30,				Three Months Ended September 30,
	2022		2021		2022			2021
Spine	$	108,153	$	129,298	$	17,258		$	11,563
Dental		105,121		109,383		17,465			19,156
Segment Total		213,274		238,681		34,723			30,719
Related party transactions		1,303		938		(16	)		(12,782	)
Expenses related to Parent products		—		—		(275	)		(792	)
Intangible asset amortization		—		—		(19,357	)		(21,527	)
Restructuring		—		—		(689	)		(914	)
Acquisition, integration, divestiture and related		—		—		(7,727	)		(5,053	)
Other		—		—		(23,332	)		(19,918	)
Total	$	214,577	$	239,619	$	(16,673	)	$	(30,267	)


	Net Sales				Operating Profit (Loss)
	Nine Months Ended September 30,				Nine Months Ended September 30,
	2022		2021		2022			2021
Spine	$	337,484	$	405,159	$	29,619		$	46,037
Dental		343,839		343,075		68,097			67,520
Segment Total		681,323		748,234		97,716			113,557
Related party transactions		3,419		4,842		(11,777	)		(48,047	)
Expenses related to Parent products		—		—		(891	)		(1,147	)
Intangible asset amortization		—		—		(60,178	)		(65,041	)
Restructuring		—		—		(6,486	)		(2,291	)
Acquisition, integration, divestiture and related		—		—		(25,455	)		(12,011	)
Other		—		—		(63,761	)		(20,184	)
Total	$	684,742	$	753,076	$	(70,832	)	$	(35,164	)

- Definition

The entire disclosure for reporting segments including data and tables. Reportable segments include those that meet any of the following quantitative thresholds a) it's reported revenue, including sales to external customers and intersegment sales or transfers is 10 percent or more of the combined revenue, internal and external, of all operating segments b) the absolute amount of its reported profit or loss is 10 percent or more of the greater, in absolute amount of 1) the combined reported profit of all operating segments that did not report a loss or 2) the combined reported loss of all operating segments that did report a loss c) its assets are 10 percent or more of the combined assets of all operating segments.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
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+ Details

Derivatives - Additional Information (Details) - USD ($) $ in Millions	3 Months Ended	9 Months Ended		12 Months Ended
	Sep. 30, 2022	Sep. 30, 2022	Sep. 30, 2021	Dec. 31, 2021
Derivatives, Fair Value [Line Items]
Current derivative assets	$ 0.7	$ 0.7
Derivative Asset, Current, Statement of Financial Position [Extensible Enumeration]	Assets, Current	Assets, Current
Current derivative liabilities	$ 0.7	$ 0.7
Derivative Liability, Current, Statement of Financial Position [Extensible Enumeration]	Liabilities, Current	Liabilities, Current
Losses from derivative instruments	$ 1.9	$ 3.3
Derivative notional amount	$ 47.5	$ 47.5
Derivative outstanding			$ 0.0	$ 0.0
Maximum [Member]
Derivatives, Fair Value [Line Items]
Foreign currency exchange forward contracts term		3 months
Minimum [Member]
Derivatives, Fair Value [Line Items]
Foreign currency exchange forward contracts term		1 month

Condensed Consolidated Statements of Operations - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Net Sales
Total Net Sales	$ 214,577	$ 239,619	$ 684,742	$ 753,076
Cost of products sold, excluding intangible asset amortization	(58,311)	(90,549)	(223,332)	(256,397)
Related party cost of products sold, excluding intangible asset amortization	(1,319)	(789)	(3,177)	(3,506)
Intangible asset amortization	(19,357)	(21,527)	(60,178)	(65,041)
Research and development	(14,502)	(15,064)	(47,437)	(43,929)
Selling, general and administrative	(129,345)	(135,990)	(389,509)	(405,065)
Restructuring	(689)	(914)	(6,486)	(2,291)
Acquisition, integration, divestiture and related	(7,727)	(5,053)	(25,455)	(12,011)
Operating Expenses	(231,250)	(269,886)	(755,574)	(788,240)
Operating Loss	(16,673)	(30,267)	(70,832)	(35,164)
Other income (expense), net	615	(119)	977	(392)
Interest expense, net	(6,242)	(114)	(11,847)	(308)
Loss Before Income taxes	(22,300)	(30,500)	(81,702)	(35,864)
Income tax benefit	23,131	251	48,165	1,301
Net Income (Loss)	$ 831	$ (30,249)	$ (33,537)	$ (34,563)
Income (Loss) Per Common Share - Basic	$ 0.03	$ (1.16)	$ (1.29)	$ (1.33)
Income (Loss) Per Common Share - Diluted	$ 0.03	$ (1.16)	$ (1.29)	$ (1.33)
Third Party Net [Member]
Net Sales
Total Net Sales	$ 213,274	$ 238,681	$ 681,323	$ 748,234
Related Party Net [Member]
Net Sales
Total Net Sales	$ 1,303	$ 938	$ 3,419	$ 4,842

Other Current Liabilities

9 Months Ended

Sep. 30, 2022

Other Current Liabilities [Abstract]

Other Current Liabilities

7. Other Current Liabilities

Other current liabilities consisted of the following (in thousands):


	September 30, 2022		December 31, 2021
Other current liabilities:
License and service agreements	$	23,123	$	31,154
Salaries, wages and benefits		38,384		40,986
Lease liabilities		9,450		12,628
Accrued liabilities		65,179		48,512
Total other current liabilities	$	136,136	$	133,280

Significant Accounting Policies (Policies)	9 Months Ended
Significant Accounting Policies (Policies)	Sep. 30, 2022
Accounting Policies [Abstract]
Nature of Business	Nature of Business ZimVie is a leading medical technology company dedicated to enhancing the quality of life for spine and dental patients worldwide. We develop, manufacture and market a comprehensive portfolio of products and solutions designed to treat a wide range of spine pathologies and support dental tooth replacement and restoration procedures. Our broad portfolio addresses all areas of spine with market leadership in cervical disc replacement and vertebral body tethering to treat pediatric scoliosis, and we are well-positioned in the growing global dental implant and biomaterials market with market leadership in oral reconstruction. Our operations are principally managed on a products basis and include two operating segments, 1) the spine products segment, and 2) the dental products segment. In the spine products market, our core services include designing, manufacturing and distributing medical devices and surgical instruments to deliver comprehensive solutions for individuals with back or neck pain caused by degenerative conditions, deformities or traumatic injury of the spine. We also provide devices that promote bone healing. Other differentiated products in our spine portfolio include Mobi-C® Cervical Disc, a motion-preserving alternative to fusion for patients with cervical disc disease, and The Tether™, a novel non-fusion device for treatment of pediatric scoliosis. In the dental products market, our core services include designing, manufacturing and distributing dental implant solutions. Dental reconstructive implants are for individuals who are totally without teeth or are missing one or more teeth, dental prosthetic products are aimed at providing a more natural restoration to resemble the original teeth, and dental regenerative products are for soft tissue and bone rehabilitation. Our key products include the T3® Implant, Tapered Screw-Vent Implant System, Trabecular Metal™ Dental Implant, BellaTek Encode Impression System, and Puros Allograft Particulate.
Basis of Presentation	Basis of Presentation We have historically existed and functioned as part of the consolidated business of Zimmer Biomet. The accompanying condensed consolidated financial statements are prepared on a standalone basis and, for periods prior to March 1, 2022, were prepared on a carve-out basis from Zimmer Biomet’s consolidated financial statements and accounting records, and, accordingly, may not be indicative of the financial position, results of operations or cash flows had we operated as a standalone company during those periods. On March 1, 2022, ZimVie became a standalone publicly traded company, and our financial statements are now presented on a consolidated basis. The unaudited financial statements for all periods presented, including our historical results prior to March 1, 2022, are now referred to as "Condensed Consolidated Financial Statements," and have been prepared pursuant to the rules and regulations for reporting on Form 10-Q. Accordingly, certain information and disclosures required by U.S. generally accepted accounting principles ("GAAP") for complete consolidated financial statements are not included herein. In our opinion, all adjustments necessary for a fair statement of these interim statements have been included and are of a normal and recurring nature. These interim statements should be read in conjunction with the audited financial statements and notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2021 ("Annual Report"). The results of operations of any interim period are not necessarily indicative of the results of operations for the full year. Prior to the distribution, our equity balance in these condensed consolidated financial statements represented the excess of total assets over liabilities including the due to/from balances between us and Zimmer Biomet (referred to as "net parent investment" or "NPI") and accumulated other comprehensive income (loss). NPI was primarily impacted by contributions from Zimmer Biomet which were the result of treasury activities and net funding provided by or distributed to Zimmer Biomet. Following the distribution, certain functions that Zimmer Biomet provided to us prior to the distribution either continue to be provided to us by Zimmer Biomet under a transition services agreement or are being performed using our own resources or third-party service providers. Additionally, under manufacturing and supply agreements, we manufacture certain products for Zimmer Biomet and Zimmer Biomet manufactures certain products for us. We have incurred, and expect to continue to incur, 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.
Accounting Pronouncements Recently Issued	Accounting Pronouncements Recently Issued There are no recently issued accounting pronouncements that we have not yet adopted that are expected to have a material effect on our financial position, results of operations or cash flows.

Commitments and Contingencies - Additional Information (Details) - USD ($) $ in Millions	Sep. 30, 2022	Dec. 31, 2021
Commitments and Contingencies Disclosure [Abstract]
Amount of accrued loss contingency	$ 4.8	$ 5.9

Related Party Transactions - Summary of Corporate Allocations Reflected in the Combined Statements of Operations (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Selling, general & administrative	$ 129,345	$ 135,990	$ 389,509	$ 405,065
Zimmer Biomet [Member]
Cost of products sold	0	536	(78)	526
Selling, general & administrative	$ 0	$ 12,395	$ 13,914	$ 48,857

Other Current Liabilities (Tables)

9 Months Ended

Sep. 30, 2022

Other Current Liabilities [Abstract]

Schedule of Other Current Liabilities

Other current liabilities consisted of the following (in thousands):


	September 30, 2022		December 31, 2021
Other current liabilities:
License and service agreements	$	23,123	$	31,154
Salaries, wages and benefits		38,384		40,986
Lease liabilities		9,450		12,628
Accrued liabilities		65,179		48,512
Total other current liabilities	$	136,136	$	133,280

Share-Based Compensation - Schedule of Share-based Compensation Expense (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Total expense, pre-tax	$ 5,288	$ 1,818	$ 24,982	$ 5,167
Tax benefit related to awards	(1,328)	(426)	(5,918)	(1,211)
Total expense, net of tax	3,960	1,392	19,064	3,956
Cost of Products Sold, Excluding Intangible Asset Amortization [Member]
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Total expense, pre-tax	118	145	2,204	402
Research and Development [Member]
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Total expense, pre-tax	448	221	2,992	655
Selling, General and Administrative [Member]
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Total expense, pre-tax	$ 4,722	$ 1,452	$ 19,786	$ 4,110

Document and Entity Information - shares	9 Months Ended
Document and Entity Information - shares	Sep. 30, 2022	Nov. 04, 2022
Cover [Abstract]
Document Type	10-Q
Amendment Flag	false
Document Quarterly Report	true
Document Fiscal Year Focus	2022
Document Fiscal Period Focus	Q3
Document Period End Date	Sep. 30, 2022
Document Transition Report	false
Current Fiscal Year End Date	--12-31
Entity Central Index Key	0001876588
Entity File Number	001-41242
Entity Registrant Name	ZIMVIE INC.
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	87-2007795
Entity Address, Address Line One	10225 Westmoor Drive
Entity Address, City or Town	Westminster
Entity Address, State or Province	CO
Entity Address, Postal Zip Code	80021
City Area Code	303
Local Phone Number	443-7500
Title of 12(b) Security	Common Stock, par value $0.01 per share
Trading Symbol	ZIMV
Security Exchange Name	NASDAQ
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	false
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		26,088,272

Condensed Consolidated Balance Sheets - USD ($) $ in Thousands	Sep. 30, 2022	Dec. 31, 2021
Current Assets:
Cash and cash equivalents	$ 116,008	$ 100,399
Accounts receivable, net of allowance for credit losses of $14,749 and $16,545, respectively	156,858	164,241
Related party receivable	15,870	0
Inventories	224,232	246,832
Prepaid expenses and other current assets	33,255	25,380
Total Current Assets	546,223	536,852
Property, plant and equipment, net of accumulated depreciation of $382,411 and $418,191, respectively	150,293	180,243
Goodwill	254,403	267,810
Intangible assets, net	639,544	766,175
Other assets	38,898	75,656
Total Assets	1,629,361	1,826,736
Current Liabilities:
Accounts payable	41,075	45,026
Related party payable	19,893	0
Income taxes payable	6,365	6,278
Other current liabilities	136,136	133,280
Current portion of long-term debt	14,025	0
Total Current Liabilities	217,494	184,584
Deferred income taxes, net	104,883	129,475
Lease liability	23,739	45,317
Other long-term liabilities	14,014	15,983
Non-current portion of debt	535,455	0
Total Liabilities	895,585	375,359
Commitments and Contingencies (Note 14)
Stockholders' Equity:
Common stock, $0.01 par value, 150,000 shares authorized Shares, issued and outstanding, of 26,088 and 0, respectively	261	0
Preferred stock, $0.01 par value, 15,000 shares authorized, 0 shares issued and outstanding	0	0
Additional paid in capital	890,686	0
Accumulated deficit	(17,188)	0
Net parent company investment	0	1,494,157
Accumulated other comprehensive loss	(139,983)	(42,780)
Total Stockholders' Equity	733,776	1,451,377
Total Liabilities and Stockholders' Equity	$ 1,629,361	$ 1,826,736

Share-Based Compensation - Summary of Stock Option Activity (Details) $ / shares in Units, $ in Millions	7 Months Ended	9 Months Ended
	Sep. 30, 2022 USD ($) $ / shares shares	Sep. 30, 2022 USD ($) $ / shares shares
Share-Based Payment Arrangement [Abstract]
Number of Stock Options, Outstanding, Beginning Balance \| shares	2,125,548
Number of Stock Options, Granted \| shares	484,650
Number of Stock Options, Exercised \| shares	(12,949)
Number of Stock Options, Forfeited \| shares	(122,607)
Number of Stock Options, Outstanding, Ending Balance \| shares	2,474,642	2,474,642
Number of Stock Options, Exercisable \| shares	1,220,143	1,220,143
Weighted Average Exercise Price, Outstanding, Beginning Balance \| $ / shares	$ 27.32
Weighted Average Exercise Price, Granted \| $ / shares	23.87
Weighted Average Exercise Price, Exercised \| $ / shares	17.28
Weighted Average Exercise Price, Forfeited \| $ / shares	26.55
Weighted Average Exercise Price, Outstanding, Ending Balance \| $ / shares	26.73	$ 26.73
Weighted Average Exercise Price, Exercisable \| $ / shares	$ 25.35	$ 25.35
Weighted Average Remaining Contractual Life, Outstanding		7 years 1 month 6 days
Weighted Average Remaining Contractual Life, Exercisable		5 years 7 months 6 days
Aggregate Intrinsic Value, Outstanding \| $	$ 0	$ 0
Aggregate Intrinsic Value, Exercisable \| $	$ 0	$ 0

Share-Based Compensation

9 Months Ended

Sep. 30, 2022

Share-Based Payment Arrangement [Abstract]

Share-Based Compensation

3. Share-Based Compensation

Conversion Awards

Zimmer Biomet has share-based compensation plans under which it granted stock options, restricted stock units ("RSUs") and performance-based RSUs. In connection with the distribution, ZimVie employees with outstanding Zimmer Biomet share-based awards received replacement share-based awards. The ratio used to convert the Zimmer Biomet share-based awards was designed to preserve the aggregate intrinsic value of the award immediately after the distribution when compared to the aggregate intrinsic value of the award immediately prior to the distribution. Outstanding RSUs and performance-based RSUs were converted into 0.3 million ZimVie RSUs at a weighted average fair value of $31.55, and outstanding stock options were converted into 2.1 million ZimVie stock options at a weighted average fair value of $14.76. Due to the conversion, ZimVie will incur $21.3 million of incremental share-based compensation expense. Of this amount, $10.3 million was related to unvested and/or unexercised share-based awards and was recognized at the distribution date. The remaining $11.0 million is being recognized over the remainder of the share-based awards' weighted average vesting period of 2.5 years from the date of the distribution.

New Awards

Effective March 1, 2022, ZimVie established the ZimVie Inc. 2022 Stock Incentive Plan (the "2022 Plan"). A total of 3.0 million shares of common stock are authorized for future grants and awards under the 2022 Plan. Shares issued pursuant to converted Zimmer Biomet share-based awards do not count against this limit. At September 30, 2022, 1.5 million shares were available for future grants and awards under the 2022 Plan. The 2022 Plan provides for the grant of various types of awards including stock options, stock appreciation rights, performance shares, performance units, restricted stock and RSUs. Generally, awards have a three-year vesting period and stock options have a term of ten years. Vesting may accelerate upon retirement after the first anniversary date of the award if certain criteria are met. We recognize expense on a straight-line basis over the requisite service period, less awards expected to be forfeited using estimated forfeiture rates. Stock options are granted with an exercise price equal to the market price of our common stock on the date of grant, except in limited circumstances where local law may dictate otherwise.

For periods prior to the distribution, we specifically identified employees who were associated with our historical operations and calculated expense based upon the awards received under the Zimmer Biomet plans, as well as expense related to corporate or shared employees allocated to us on a proportional cost allocation method, primarily based on revenue.

Share-based compensation expense was as follows (in thousands):


	For the Three Months Ended September 30,						For the Nine Months Ended September 30,
	2022			2021			2022			2021
Share-based compensation expense recognized in:
Cost of products sold, excluding intangible asset amortization	$	118		$	145		$	2,204		$	402
Research and development		448			221			2,992			655
Selling, general and administrative		4,722			1,452			19,786			4,110
		5,288			1,818			24,982			5,167
Tax benefit related to awards		(1,328	)		(426	)		(5,918	)		(1,211	)
Total expense, net of tax	$	3,960		$	1,392		$	19,064		$	3,956

We use a Black-Scholes option-pricing model to determine the fair value of our stock options. For new awards granted after the distribution: expected volatility of 52.29% was derived from a peer group's combined historical volatility that was de-levered and re-levered for ZimVie as ZimVie does not have sufficient historical volatility based on the expected term of the underlying options; the expected term of the stock options of 6.0 years was determined using the simplified method; and the risk-free interest rate of 1.94% was determined using the implied yield currently available for zero-coupon U.S. government issues with a remaining term approximating the expected life of the options. The dividend yield was zero as ZimVie has no plans to pay a dividend for the foreseeable future.

Stock option activity was as follows:


	Period Ended September 30, 2022
				Weighted		Weighted Average
				Average		Remaining		Aggregate
	Number of			Exercise		Contractual		Intrinsic
	Stock Options			Price		Life (Years)		Value (in Millions)
Outstanding at March 1, 2022		2,125,548		$	27.32
Granted		484,650			23.87
Exercised		(12,949	)		17.28
Forfeited		(122,607	)		26.55
Outstanding at September 30, 2022		2,474,642		$	26.73		7.1	$	-
Exercisable at September 30, 2022		1,220,143		$	25.35		5.6	$	-

Aggregate intrinsic value was negligible at September 30, 2022. At September 30, 2022, we had unrecognized share-based compensation cost related to unvested stock options of $13.0 million, which is expected to be amortized over the remaining weighted average vesting period of approximately 2.0 years.

RSU activity was as follows:


	Period Ended September 30, 2022
				Weighted
				Average
	Number of			Grant Date
	RSUs			Fair Value
Outstanding at March 1, 2022		264,420		$	31.55
Granted		1,270,934			23.66
Vested		(33,980	)		31.55
Forfeited		(100,578	)		24.91
Outstanding at September 30, 2022		1,400,796		$	24.84

At September 30, 2022, we had unrecognized share-based compensation cost related to unvested RSUs of $23.8 million, which is expected to be amortized into net income over the remaining weighted average vesting period of approximately 2.4 years. The total fair value of RSUs that vested during the period ended September 30, 2022 was $1.1 million.

Restructuring

9 Months Ended

Sep. 30, 2022

Restructuring and Related Activities [Abstract]

Restructuring

2. Restructuring

In June 2022, we initiated a restructuring plan with the objective of reducing costs and optimizing our global footprint. During the three and nine months ended September 30, 2022, we approved and committed to undertake actions under this plan that resulted in a pre-tax charge of $0.7 million and $2.4 million, respectively, in those periods. We anticipate total charges related to this program of approximately $5-6 million, including projects in process or under final evaluation. The restructuring charges incurred in the three and nine months ended September 30, 2022 under this plan were primarily related to employee termination benefits. We anticipate incurring the remaining charges throughout 2022 and 2023.

In December 2019 and December 2021, Zimmer Biomet initiated restructuring plans (the "ZB Restructuring Plans") with an objective of reducing costs to allow further investment in higher priority growth opportunities. We incurred pre-tax charges related to the ZB Restructuring Plans of less than $0.1 million and $0.9 million for the three months ended September 30, 2022 and 2021, respectively, and $4.1 million and $2.3 million for the nine months ended September 30, 2022 and 2021, respectively. The restructuring charges incurred under these plans primarily related to employee termination benefits, contract terminations and retention period compensation and benefits. We do not expect to incur material expenses from the ZB Restructuring Plans after June 30, 2022.

The following table summarizes the liabilities directly attributable to us that were recognized under the plans discussed above and excludes non-cash charges (in thousands):


	Nine Months Ended September 30, 2022
	Employee Termination Benefits			Other			Total
Balance, December 31, 2021	$	1,099		$	1,150		$	2,249
Additions		1,777			2,923			4,700
Non-cash adjustments		—			(320	)		(320	)
Cash payments		(1,797	)		(1,724	)		(3,521	)
Balance, September 30, 2022	$	1,079		$	2,029		$	3,108

We do not include restructuring charges in the operating profit of our reportable segments.

Other Current Liabilities - Schedule of Other Current Liabilities (Details) - USD ($) $ in Thousands	Sep. 30, 2022	Dec. 31, 2021
Other current liabilities:
License and service agreements	$ 23,123	$ 31,154
Salaries, wages and benefits	38,384	40,986
Lease liabilities	9,450	12,628
Accrued liabilities	65,179	48,512
Total other current liabilities	$ 136,136	$ 133,280

Income Taxes

9 Months Ended

Sep. 30, 2022

Income Tax Disclosure [Abstract]

Income Taxes

11. Income Taxes

Our effective tax rate (“ETR”) on loss before income taxes was 103.7% and 0.8%, for the three months ended September 30, 2022 and 2021, respectively, and 59.0% and 3.6% for the nine months ended September 30, 2022 and 2021, respectively. In the nine months ended September 30, 2022, the additional income tax benefit compared to the 21% statutory rate was driven by the impact of losses recorded prior to the distribution that were calculated on a “carve-out” basis, which applied the accounting guidance as if we filed income tax returns on a standalone, separate return basis and are not reflective of the tax results we expect to generate in the future. Additionally, for the three and nine months ended September 30, 2022, profit in inventory recorded prior to the distribution is non-taxable as the inventory is sold post-separation to third parties, resulting in a significant benefit to the foreign rate differential. The benefit was further driven by the recognition of a Puerto Rico withholding tax receivable available to offset income taxes, state tax benefits and tax credits, partially offset by other permanent items. In the nine months ended September 30, 2021, the income tax benefit was lower than the statutory tax rate driven by unfavorable jurisdictional mix in addition to expense for increasing valuation allowances.

During the nine months ended September 30, 2022, income tax balances were adjusted to reflect the income tax positions after distribution, including those related to tax loss and credit carryforwards, other deferred tax assets and liabilities and valuation allowances. These separation-related adjustments resulted in a $3.9 million increase to the net deferred tax liability, primarily due to inventory and intangible assets transferred in the separation, tax rate changes and changes to the permanent reinvestment assertion in the post-separation environment. The increase in the net deferred tax liability was offset by a corresponding decrease in NPI.

- Definition

The entire disclosure for income taxes. Disclosures may include net deferred tax liability or asset recognized in an enterprise's statement of financial position, net change during the year in the total valuation allowance, approximate tax effect of each type of temporary difference and carryforward that gives rise to a significant portion of deferred tax liabilities and deferred tax assets, utilization of a tax carryback, and tax uncertainties information.

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+ Details

Earnings Per Share - Summary of Weighted Average Shares for Basic and Diluted Earnings Per Common Shares (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Earnings Per Share [Abstract]
Net Income (loss)	$ 831	$ (30,249)	$ (33,537)	$ (34,563)
Weighted Average shares outstanding for basic net earnings per share	26,074	26,050	26,074	26,050
Effect of dilutive stock options and other equity awards	76	0	0	0
Weighted Average shares outstanding for dilutive net earnings per share	26,150	26,050	26,074	26,050
Basic income (loss) per common share	$ 0.03	$ (1.16)	$ (1.29)	$ (1.33)
Diluted income (loss) per common share	$ 0.03	$ (1.16)	$ (1.29)	$ (1.33)

- Definition

The amount of net income (loss) for the period per each share of common stock or unit outstanding during the reporting period.

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The amount of net income (loss) for the period available to each share of common stock or common unit outstanding during the reporting period and to each share or unit that would have been outstanding assuming the issuance of common shares or units for all dilutive potential common shares or units outstanding during the reporting period.

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Goodwill and Other Intangible Assets

9 Months Ended

Sep. 30, 2022

Goodwill and Intangible Assets Disclosure [Abstract]

Goodwill and Other Intangible Assets

6. Goodwill and Other Intangible Assets

The following table summarizes the changes in the carrying amount of goodwill by historical reportable segment (in thousands):


	Spine			Dental			Total
Balance at December 31, 2021
Goodwill, Gross	$	1,089,400		$	409,810		$	1,499,210
Accumulated impairment losses		(1,089,400	)		(142,000	)		(1,231,400	)
Goodwill, Net		—			267,810			267,810
Currency translation		—			(13,407	)		(13,407	)
Balance at September 30, 2022
Goodwill, Gross		1,089,400			396,403			1,485,803
Accumulated impairment losses		(1,089,400	)		(142,000	)		(1,231,400	)
Goodwill, Net	$	—		$	254,403		$	254,403

The components of identifiable intangible assets were as follows (in thousands):


	Technology			Trademarks and Trade Names			Customer Relationships			Other			Total
As of December 31, 2021:
Intangible assets subject to amortization:
Gross carrying amount	$	873,913		$	143,187		$	379,967		$	56,839		$	1,453,906
Accumulated amortization		(409,839	)		(56,233	)		(171,576	)		(50,083	)		(687,731	)
Total identifiable intangible assets	$	464,074		$	86,954		$	208,391		$	6,756		$	766,175
As of September 30, 2022:
Intangible assets subject to amortization:
Gross carrying amount	$	808,183		$	131,021		$	348,975		$	54,090		$	1,342,269
Accumulated amortization		(420,090	)		(58,375	)		(175,605	)		(48,655	)		(702,725	)
Total identifiable intangible assets	$	388,093		$	72,646		$	173,370		$	5,435		$	639,544

Estimated annual amortization expense for the years ending December 31, 2022 through 2026 based on exchange rates in effect at December 31, 2021 is as follows (in millions):


For the Years Ending December 31,
2022 (remaining)	$	20.9
2023		80.4
2024		78.0
2025		75.2
2026		72.6
Thereafter		312.4
Total	$	639.5

Background, Nature of Business and Basis of Presentation

9 Months Ended

Sep. 30, 2022

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Background, Nature of Business and Basis of Presentation

1. Background, Nature of Business and Basis of Presentation

Background

On March 1, 2022, ZimVie Inc. ("ZimVie," "we," "us" and "our") and Zimmer Biomet Holdings, Inc. ("Zimmer Biomet") entered into a Separation and Distribution Agreement, pursuant to which Zimmer Biomet agreed to spin off its spine and dental businesses into ZimVie, a new, publicly traded company. Zimmer Biomet effected the separation through a pro rata distribution of 80.3% of the outstanding shares of common stock of ZimVie. Following the distribution on March 1, 2022, Zimmer Biomet stockholders as of the record date for the distribution owned 80.3% of the outstanding shares of ZimVie common stock; Zimmer Biomet retained 19.7% of the outstanding shares of ZimVie common stock. The distribution is intended to qualify as generally tax-free to Zimmer Biomet stockholders for United States ("U.S.") federal income tax purposes, except for any cash received by stockholders in lieu of fractional shares. ZimVie is now a standalone publicly traded company and, on March 1, 2022, regular-way trading of our common stock commenced on the Nasdaq Stock Market under the symbol "ZIMV." The distribution was completed pursuant to the Separation and Distribution Agreement and other agreements with Zimmer Biomet related to the distribution, including, but not limited to a tax matters agreement, an employee matters agreement, a transition services agreement and transition manufacturing agreements. See Note 13 for further description of the impact of the distribution and ongoing activities with Zimmer Biomet.

Nature of Business

ZimVie is a leading medical technology company dedicated to enhancing the quality of life for spine and dental patients worldwide. We develop, manufacture and market a comprehensive portfolio of products and solutions designed to treat a wide range of spine pathologies and support dental tooth replacement and restoration procedures. Our broad portfolio addresses all areas of spine with market leadership in cervical disc replacement and vertebral body tethering to treat pediatric scoliosis, and we are well-positioned in the growing global dental implant and biomaterials market with market leadership in oral reconstruction. Our operations are principally managed on a products basis and include two operating segments, 1) the spine products segment, and 2) the dental products segment.

In the spine products market, our core services include designing, manufacturing and distributing medical devices and surgical instruments to deliver comprehensive solutions for individuals with back or neck pain caused by degenerative conditions, deformities or traumatic injury of the spine. We also provide devices that promote bone healing. Other differentiated products in our spine portfolio include Mobi-C® Cervical Disc, a motion-preserving alternative to fusion for patients with cervical disc disease, and The Tether™, a novel non-fusion device for treatment of pediatric scoliosis.

In the dental products market, our core services include designing, manufacturing and distributing dental implant solutions. Dental reconstructive implants are for individuals who are totally without teeth or are missing one or more teeth, dental prosthetic products are aimed at providing a more natural restoration to resemble the original teeth, and dental regenerative products are for soft tissue and bone rehabilitation. Our key products include the T3® Implant, Tapered Screw-Vent Implant System, Trabecular Metal™ Dental Implant, BellaTek Encode Impression System, and Puros Allograft Particulate.

Basis of Presentation

We have historically existed and functioned as part of the consolidated business of Zimmer Biomet. The accompanying condensed consolidated financial statements are prepared on a standalone basis and, for periods prior to March 1, 2022, were prepared on a carve-out basis from Zimmer Biomet’s consolidated financial statements and accounting records, and, accordingly, may not be indicative of the financial position, results of operations or cash flows had we operated as a standalone company during those periods.

On March 1, 2022, ZimVie became a standalone publicly traded company, and our financial statements are now presented on a consolidated basis. The unaudited financial statements for all periods presented, including our historical results prior to March 1, 2022, are now referred to as "Condensed Consolidated Financial Statements," and have been prepared pursuant to the rules and regulations for reporting on Form 10-Q. Accordingly, certain information and disclosures required by U.S. generally accepted accounting principles ("GAAP") for complete consolidated financial statements are not included herein. In our opinion, all adjustments necessary for a fair statement of these interim statements have been included and are of a normal and recurring nature. These interim statements should be read in conjunction with the audited financial statements and notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2021 ("Annual Report"). The results of operations of any interim period are not necessarily indicative of the results of operations for the full year.

Prior to the distribution, our equity balance in these condensed consolidated financial statements represented the excess of total assets over liabilities including the due to/from balances between us and Zimmer Biomet (referred to as "net parent investment" or "NPI") and

accumulated other comprehensive income (loss). NPI was primarily impacted by contributions from Zimmer Biomet which were the result of treasury activities and net funding provided by or distributed to Zimmer Biomet.

Following the distribution, certain functions that Zimmer Biomet provided to us prior to the distribution either continue to be provided to us by Zimmer Biomet under a transition services agreement or are being performed using our own resources or third-party service providers. Additionally, under manufacturing and supply agreements, we manufacture certain products for Zimmer Biomet and Zimmer Biomet manufactures certain products for us. We have incurred, and expect to continue to incur, 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.

Accounting Pronouncements Recently Issued

There are no recently issued accounting pronouncements that we have not yet adopted that are expected to have a material effect on our financial position, results of operations or cash flows.

Condensed Consolidated Statements of Stockholders' Equity - USD ($) $ in Thousands	Total	Common Stock	Additional Paid in Capital	Accumulated Deficit	Net Parent Company Investment	Accumulated Other Comprehensive (Loss) Income	Accumulated Other Comprehensive (Loss) Income Attributable to Investors
Beginning Balance at Dec. 31, 2020	$ 1,490,555	$ 0	$ 0	$ 0	$ 1,485,978	$ 4,577
Net Income (loss)	(34,563)	0	0	0	(34,563)	0
Net transactions with Zimmer Biomet Holdings Inc.	(19,741)	0	0	0	(19,741)	0
Other Comprehensive Loss	(33,942)	0	0	0	0	(33,942)
Ending Balance at Sep. 30, 2021	1,402,309	0	0	0	1,431,674	(29,365)
Beginning Balance at Jun. 30, 2021	1,447,615	0	0	0	1,464,106	(16,491)
Net Income (loss)	(30,249)	0	0	0	(30,249)	0
Net transactions with Zimmer Biomet Holdings Inc.	(2,183)	0	0	0	(2,183)	0
Other Comprehensive Loss	(12,874)	0	0	0	0	(12,874)
Ending Balance at Sep. 30, 2021	1,402,309	0	0	0	1,431,674	$ (29,365)
Beginning Balance at Dec. 31, 2021	1,451,377	0	0	0	1,494,157		$ (42,780)
Net Income (loss)	(33,537)	0	0	(17,188)	(16,349)		0
Net transactions with Zimmer Biomet Holdings Inc.	(70,430)	0	0	0	(70,430)		0
Net considerations paid to Zimmer Biomet Holdings, Inc. in connection with distribution	(540,567)	0	0	0	(540,567)		0
Reclassification of net parent company investment to additional paid-in capital	0	261	866,550	0	(866,811)		0
Stock Activity Under Stock Plans	50	0	50	0	0		0
Share-based compensation expense	24,086	0	24,086	0	0		0
Other Comprehensive Loss	(97,203)	0	0	0	0		(97,203)
Ending Balance at Sep. 30, 2022	733,776	261	890,686	(17,188)	0		(139,983)
Beginning Balance at Jun. 30, 2022	764,557	261	885,435	(18,019)	0		(103,120)
Net Income (loss)	831	0	0	831	0		0
Stock Activity Under Stock Plans	54	0	54	0	0		0
Share-based compensation expense	5,197	0	5,197	0	0		0
Other Comprehensive Loss	(36,863)	0	0	0	0		(36,863)
Ending Balance at Sep. 30, 2022	$ 733,776	$ 261	$ 890,686	$ (17,188)	$ 0		$ (139,983)

- Definition

Amount after tax and reclassification adjustments of other comprehensive income (loss).

+ References

+ Details

- Definition

The consolidated profit or loss for the period, net of income taxes, including the portion attributable to the noncontrolling interest.

+ References

+ Details

- Definition

Total of all stockholders' equity (deficit) items, net of receivables from officers, directors, owners, and affiliates of the entity which are attributable to the parent. The amount of the economic entity's stockholders' equity attributable to the parent excludes the amount of stockholders' equity which is allocable to that ownership interest in subsidiary equity which is not attributable to the parent (noncontrolling interest, minority interest). This excludes temporary equity and is sometimes called permanent equity.

+ References

Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 235
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(g)(1)(ii))
-URI https://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690

Reference 2: http://www.xbrl.org/2003/role/exampleRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 852
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-Section 55
-Paragraph 10
-URI https://asc.fasb.org/extlink&oid=84165509&loc=d3e56426-112766

Reference 3: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 310
-SubTopic 10
-Section S99
-Paragraph 2
-Subparagraph (SAB Topic 4.E)
-URI https://asc.fasb.org/extlink&oid=122038336&loc=d3e74512-122707

Reference 4: http://fasb.org/us-gaap/role/ref/legacyRef
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-SubTopic 10
-Section S99
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-Subparagraph (SX 210.5-02(31))
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Reference 5: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 210
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.5-02(29))
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Reference 6: http://fasb.org/us-gaap/role/ref/legacyRef
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-Name Accounting Standards Codification
-Topic 210
-SubTopic 10
-Section S99
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-URI https://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682

Reference 7: http://www.xbrl.org/2009/role/commonPracticeRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 825
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Reference 8: http://www.xbrl.org/2009/role/commonPracticeRef
-Publisher FASB
-Name Accounting Standards Codification
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-SubTopic 10
-Section 50
-Paragraph 3
-Subparagraph (c)
-URI https://asc.fasb.org/extlink&oid=114001798&loc=d3e33918-111571

+ Details

Earnings Per Share

9 Months Ended

Sep. 30, 2022

Earnings Per Share [Abstract]

Earnings Per Share

4. Earnings Per Share

On March 1, 2022, 26.1 million ZimVie common shares were distributed in connection with the distribution. For comparative purposes, and to provide a more meaningful calculation for weighted average shares, this amount was assumed to be outstanding throughout all periods presented up to and including March 1, 2022 in the calculation of basic weighted average shares. For periods prior to the distribution, it was assumed that there were no dilutive equity instruments, as there were no equity awards of ZimVie outstanding prior to the distribution.

The calculation of weighted average shares for the basic and diluted share earnings per common share is as follows (in thousands, except per share data):


	For the Three Months Ended September 30,					For the Nine Months Ended September 30,
	2022		2021			2022			2021
Net income (loss)	$	831	$	(30,249	)	$	(33,537	)	$	(34,563	)

Weighted average shares outstanding for basic net earnings per share		26,074		26,050			26,074			26,050
Effect of dilutive stock options and other equity awards (1)		76		—			—			—
Weighted average shares outstanding for dilutive net earnings per share		26,150		26,050			26,074			26,050

Basic income (loss) per common share	$	0.03	$	(1.16	)	$	(1.29	)	$	(1.33	)
Diluted income (loss) per common share	$	0.03	$	(1.16	)	$	(1.29	)	$	(1.33	)

For the three and nine months ended September 30, 2022, a weighted average of 3.8 million and 3.3 million, respectively, options to purchase shares of common stock would not have been in the computation of diluted earnings per share as the exercise prices of these options were greater than the average market price of the common stock.

Derivatives

9 Months Ended

Sep. 30, 2022

Derivatives [Abstract]

Derivatives

10. Derivatives

We enter into foreign currency exchange forward contracts with terms of one to three months in order to manage currency exposures related to monetary assets and liabilities denominated in a currency other than an entity’s functional currency. Any foreign currency remeasurement gains or losses recognized in earnings are generally offset with gains or losses on the foreign currency exchange forward contracts in the same reporting period. The amount of these gains (losses) is recorded in Other income (expense), net. Outstanding contracts are recorded on the condensed consolidated balance sheet at fair value as of the end of the reporting period. The notional amounts of these contracts were $47.5 million as of September 30, 2022.

Current derivative assets of $0.7 million as of September 30, 2022 are included in Prepaid expenses and other current assets on our condensed consolidated balance sheets. Current derivative liabilities of $0.7 million as of September 30, 2022 are included in Other current liabilities in our condensed consolidated balance sheets. Losses from these derivative instruments recognized on our condensed consolidated statements of operations in Other income (expense), net were $1.9 million and $3.3 million for the three and nine months ended September 30, 2022, respectively, and negligible for each of the three and nine months ended September 30, 2021.

We had no outstanding derivatives as of December 31, 2021 and no activity for the nine months ended September 30, 2021.

Related Party Transactions (Tables)

9 Months Ended

Sep. 30, 2022

Summary of Corporate Allocations Reflected in the Combined Statements of Operations

Corporate allocations reflected in the condensed consolidated statements of operations are as follows (in thousands):


	For the Three Months Ended September 30,				For the Nine Months Ended September 30,
	2022		2021		2022			2021
Cost of products sold	$	-	$	536	$	(78	)	$	526
Selling, general & administrative		-		12,395		13,914			48,857

Summary of Sale Transactions with Related Party

The condensed consolidated statements of operations reflect the sales of these orthopedic products with Zimmer Biomet (in thousands):


	For the Three Months Ended September 30,				For the Nine Months Ended September 30,
	2022		2021		2022		2021
Related party net sales	$	1,303	$	938	$	3,419	$	4,842
Related party cost of products sold, excluding intangible asset amortization		1,319		789		3,177		3,506

We will continue to sell these products to Zimmer Biomet in future periods pursuant to a transition manufacturing and supply agreement as described below.

Summary of payments presented in condensed consolidated balance sheet


	September 30, 2022		December 31, 2021
Related party receivable	$	15,870	$	—
Related party payable		19,893		—

Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) shares in Thousands, $ in Thousands	Sep. 30, 2022	Dec. 31, 2021
Stockholders' Equity Attributable to Parent [Abstract]
Accounts Receivable, Net of Allowance for Credit Loss, Current	$ 14,749	$ 16,545
Property, plant and equipment, net of accumulated depreciation	$ 382,411	$ 418,191
Common stock, shares par value	$ 0.01
Common Stock, Authorized	150,000
Common stock, shares issued	26,088	0
Common stock, shares outstanding	26,088	0
Preferred Stock, Par or Stated Value Per Share	$ 0.01
Preferred Stock, Shares Authorized	15,000
Preferred Stock, Shares Issued	0	0
Preferred Stock, Shares Outstanding	0	0

Restructuring - Schedule of Restructuring Liabilities (Details) $ in Thousands	9 Months Ended
	Sep. 30, 2022 USD ($)
2019 And 2021 Restructuring Plan [Member]
Restructuring Cost and Reserve [Line Items]
Restructuring Reserve, Beginning Balance	$ 2,249
Restructuring Plans Member
Restructuring Cost and Reserve [Line Items]
Additions	4,700
Non Cash Adjustment	(320)
Cash payments	(3,521)
Restructuring Reserve, Ending Balance	3,108
Employee Severance [Member] \| 2019 And 2021 Restructuring Plan [Member]
Restructuring Cost and Reserve [Line Items]
Restructuring Reserve, Beginning Balance	1,099
Employee Severance [Member] \| Restructuring Plans Member
Restructuring Cost and Reserve [Line Items]
Additions	1,777
Non Cash Adjustment	0
Cash payments	(1,797)
Restructuring Reserve, Ending Balance	1,079
Other Restructuring [Member] \| 2019 And 2021 Restructuring Plan [Member]
Restructuring Cost and Reserve [Line Items]
Restructuring Reserve, Beginning Balance	1,150
Other Restructuring [Member] \| Restructuring Plans Member
Restructuring Cost and Reserve [Line Items]
Additions	2,923
Non Cash Adjustment	(320)
Cash payments	(1,724)
Restructuring Reserve, Ending Balance	$ 2,029