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United States securities and exchange commission logo
September 12, 2023
Richard Heppenstall
Executive Vice President, Chief Financial Officer and Treasurer
ZimVie Inc.
10225 Westmoor Drive
Westminster, CO 80021
Re: ZimVie Inc.
Form 10-K for
Fiscal Year Ended December 31, 2022
Form 8-K Filed
March 1, 2023
Form 10-Q for
Fiscal Quarter Ended June 30, 2023
File No. 001-41242
Dear Richard Heppenstall:
We have limited our review of your filing to the financial
statements and related
disclosures and have the following comments. In some of our comments, we
may ask you to
provide us with information so we may better understand your disclosure.
Please respond to these comments within ten business days by
providing the requested
information or advise us as soon as possible when you will respond. If
you do not believe our
comments apply to your facts and circumstances, please tell us why in
your response.
After reviewing your
response to these comments, we may have additional comments.
Form 10-K for Fiscal Year Ended December 31, 2022
Item 7. Management's Discussion and Analysis of Financial Condition and
Results of Operations
Results of Operations, page 38
1. We note that your
analysis for net sales and the various operating expenses line items
discuss multiple
factors positively and/or negatively impacting the corresponding line
item. Please expand
your analyses to quantify the impact of the factors impacting the line
items when multiple
factors contribute positively and/or negatively to the change or
amounts being
discussed. Refer to Item 303(b)(2) of Regulation S-K and Section
501.12.b. of the
Financial Reporting Codification for guidance. As part of your response,
please provide us with
the components of the acquisition, integration, divestiture and other
line item for fiscal
years 2022 and 2021 and your subsequent interim periods.
Form 10-Q for Fiscal Quarter Ended June 30, 2023
Richard Heppenstall
FirstName
ZimVie Inc.LastNameRichard Heppenstall
Comapany 12,
September NameZimVie
2023 Inc.
September
Page 2 12, 2023 Page 2
FirstName LastName
Exhibit 31
2. Please expand the language included in paragraph 4 to the 302
certifications to include
and internal control over financial reporting (as defined in
Exchange Act Rules 13a-15(f)
and 15d-15(f)) as required by Item 601(b)(31)(i) of Regulation S-K.
Form 8-K Filed March 1, 2023
Exhibit 99.1
3. We note your non-GAAP measure presentations. For the adjustments
titled, "acquisition,
integration, divestiture and related" and "one-time carve-out
allocations and other one-
time costs," quantify each of the components for both periods
presented and for your
fiscal year 2023 interim periods and provide a discussion of the
nature of each
component. For the "one-time carve-out allocations and other one-time
costs" title, tell us
how you concluded that this title appropriately characterizes the
components included in
this adjustment line, as it appears some of the components may be
normal, recurring type
costs and/or span multiple periods presented.
4. We note that for fiscal year 2021, you included an adjustment to cost
of products sold
excluding intangible asset amortization for $37.4 million for excess
and obsolete
inventory related to certain discontinued product lines that did not
qualify for discontinued
operations presentation. Please tell us how you concluded this
adjustment is consistent
with the guidance in Questions 100.01 and/or 100.04 of the Non-GAAP
Financial
Measures Compliance and Disclosure Interpretation, as inventory
provisions and write-
offs are cost of sales items, and are typically recurring costs that
are based on a variety of
factors.
Exhibit 99.2
5. We note your presentations of third party gross profit, adjusted gross
profit and adjusted
gross profit margin, which are all non-GAAP measures. As required by
Rule 100(a) of
Regulation G, please disclose in equal or greater prominence the most
directly comparable
US GAAP measure and provide reconciliations from that measure. In this
regard, total
net sales would not qualify as the most comparable US GAAP measure,
since it does not
include any costs that are being adjusted out. Also note that gross
profit and gross profit
margin presented in accordance with US GAAP must be calculated with a
fully burdened
cost of products sold.
6. We note your presentation of adjusted spine third party net sales for
fiscal year 2022 that
increase the US GAAP amount for various items. Please provide us with
a comprehensive
explanation how you concluded that each adjustment is appropriate and
does not result in
a tailored accounting presentation. Refer to Question 100.04 of the
Non-GAAP Financial
Measures Compliance and Disclosure Interpretation for guidance.
In closing, we remind you that the company and its management are
responsible for the
Richard Heppenstall
ZimVie Inc.
September 12, 2023
Page 3
accuracy and adequacy of their disclosures, notwithstanding any review,
comments, action or
absence of action by the staff.
You may contact Tracey Houser at (202) 551-3736 or Terence O'Brien at
(202) 551-3355
with any questions.
Sincerely,
FirstName LastNameRichard Heppenstall
Division of
Corporation Finance
Comapany NameZimVie Inc.
Office of Industrial
Applications and
September 12, 2023 Page 3 Services
FirstName LastName