UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 2.02 | Results of Operations and Financial Condition. |
On May 8, 2024, ZimVie Inc. (the “Company”) issued a press release reporting its financial results for the quarter ended March 31, 2024. The press release is attached hereto as Exhibit 99.1 and the information set forth therein is incorporated herein by reference and constitutes a part of this report.
| Item 7.01 | Regulation FD Disclosure. |
On May 8, 2024, the Company also made available a presentation that contains supplemental financial information, including additional full-year 2024 financial guidance. A copy of the presentation is furnished as Exhibit 99.2 to this Current Report on Form 8-K and the information set forth therein is incorporated herein by reference.
The information contained in Item 2.02 and Item 7.01 of this report, including Exhibit 99.1 and Exhibit 99.2 hereto, is being furnished and shall not be deemed to be “filed” with the Securities and Exchange Commission for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section and is not incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act, whether made before or after the date hereof, except as shall be expressly set forth by specific reference in such a filing.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
EXHIBIT INDEX
| Exhibit |
Description | |
| 99.1 | Press release dated May 8, 2024 | |
| 99.2 | Presentation dated May 8, 2024 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| ZimVie Inc. | ||||||
| Date: May 8, 2024 | By: | /s/ Heather Kidwell | ||||
| Name: Title: |
Heather Kidwell Senior Vice President, Chief Legal, Compliance and Human Resources Officer and Corporate Secretary | |||||
Exhibit 99.1
ZimVie Reports First Quarter 2024 Financial Results
| • | Third Party Net Sales from Continuing Operations of $118.2 million |
| • | Net Loss from Continuing Operations of ($11.5) million; Net Loss margin of (9.7%) |
| • | Adjusted EBITDA[1] from Continuing Operations of $12.5 million; Adjusted EBITDA[1] margin of 10.5% |
| • | Completed sale of spine business for $375 million and repaid $275 million of debt on April 1, 2024 |
PALM BEACH GARDENS, Florida, May 8, 2024 (GLOBE NEWSWIRE) – ZimVie Inc. (Nasdaq: ZIMV), a global life sciences leader in the dental market, today reported financial results for the quarter ended March 31, 2024. Management will host a corresponding conference call today, May 8, 2024, at 4:30 p.m. Eastern Time.
“We have driven great progress in 2024 to date, successfully engaging with our dental customers and advancing our innovative product portfolio,” said Vafa Jamali, President and Chief Executive Officer. “We are also delivering on our goal to reshape the financial profile of our business. We recently paid down $275 million of debt and re-focused our organization as a pure-play dental company with a comprehensive and industry leading portfolio.”
First Quarter 2024 Financial Results: Continuing Operations
Third party net sales for the first quarter of 2024 were $118.2 million, a decrease of 1.6% on a reported basis and 1.4% in constant currency[1], versus the first quarter of 2023.
Net loss for the first quarter of 2024 was ($11.5) million, a reduction of $4.9 million versus a net loss of ($16.4) million in the first quarter of 2023. Net loss margin for the first quarter of 2024 was 9.7% of third party net sales, an increase of 390 basis points over the prior year.
Adjusted net income[1] for the first quarter of 2024 was $2.2 million, an increase of $1.9 million versus the first quarter of 2023.
Basic and diluted EPS were ($0.42) and adjusted diluted EPS[1] was $0.08 for the first quarter of 2024. Weighted average shares outstanding for both basic and adjusted diluted EPS was 27.1 million.
Adjusted EBITDA[1] for the first quarter of 2024 was $12.5 million, or 10.5% of third party net sales, an increase of $1.8 million or 170 basis points versus the first quarter of 2023.
Full Year 2024 Continuing Operations Financial Guidance:
| Projected Year Ending December 31, 2024 |
Guidance | |
| Net Sales |
$450M to $460M | |
| Adjusted EBITDA[2] |
$60M to $65M | |
| Adjusted EPS[2] |
$0.55 to $0.70 |
| [1] | This is a non-GAAP financial measure. Refer to “Note on Non-GAAP Financial Measures” and the reconciliations in this release for further information. |
| [2] | This is a non-GAAP financial measure for which a reconciliation to the most directly comparable GAAP financial measure is not available without unreasonable efforts. Refer to “Forward-Looking Non-GAAP Financial Measures” in this release, which identifies the information that is unavailable without unreasonable efforts and provides additional information. It is probable that this forward-looking non-GAAP financial measure may be materially different from the corresponding GAAP financial measure. |
Conference Call
ZimVie will host a conference call today, May 8, 2024, at 4:30 p.m. ET to discuss its first quarter 2024 financial results. To access the call, please register online at https://investor.zimvie.com/events-presentations/event-calendar. A live and archived audio webcast will also be available on this site.
About ZimVie
ZimVie is a global life sciences leader in the dental market that develops, manufactures, and delivers a comprehensive portfolio of products and solutions designed to support dental tooth replacement and restoration procedures. From its headquarters in Palm Beach Gardens, Florida, and additional facilities around the globe, ZimVie works to improve smiles, function, and confidence in daily life by offering comprehensive tooth replacement solutions, including trusted dental implants, biomaterials, and digital workflow solutions. As a worldwide leader in this space, ZimVie is committed to advancing clinical science and technology foundational to restoring daily life. For more information about ZimVie, please visit us at www.ZimVie.com. Follow @ZimVie on Twitter, Facebook, LinkedIn, or Instagram.
Note on Non-GAAP Financial Measures
This press release includes non-GAAP financial measures that differ from financial measures calculated in accordance with U.S. generally accepted accounting principles (“GAAP”). These non-GAAP financial measures may not be comparable to similar measures reported by other companies and should be considered in addition to, and not as a substitute for, or superior to, other measures prepared in accordance with GAAP.
Adjusted EBITDA is a non-GAAP financial measure provided in this release for certain periods and is calculated by excluding certain items from net income/loss from Continuing Operations on a GAAP basis, as detailed in the reconciliations presented later in this press release. Adjusted EBITDA margin is Adjusted EBITDA divided by third party net sales from Continuing Operations for the applicable period.
Sales change information in this release is presented on a GAAP (reported) basis and on a constant currency basis. Constant currency percentage changes exclude the effects of foreign currency exchange rates. They are calculated by translating current and prior-period sales from Continuing Operations at the same predetermined exchange rate. The translated results are then used to determine year-over-year percentage increases or decreases.
Net income (loss) and diluted earnings (loss) per share in this release are presented on a GAAP (reported) basis and on an adjusted basis. Adjusted net income (loss) and adjusted diluted earnings (loss) per share exclude the effects of certain items, which are detailed in the reconciliations of these non-GAAP financial measures to the most directly comparable GAAP financial measures presented later in this press release.
Reconciliations of these non-GAAP measures to the most directly comparable GAAP financial measures are included in this press release.
Management uses non-GAAP financial measures internally to evaluate the performance of the business. Additionally, management believes these non-GAAP measures provide meaningful incremental information to investors to consider when evaluating the performance of the company. Management believes these measures offer the ability to make period-to-period comparisons that are not impacted by certain items that can cause dramatic changes in reported income but that do not impact the fundamentals of our operations. The non-GAAP measures enable the evaluation of operating results and trend analysis by allowing a reader to better identify operating trends that may otherwise be masked or distorted by these types of items that are excluded from the non-GAAP measures.
Forward-Looking Non-GAAP Financial Measures
This press release also includes certain forward-looking non-GAAP financial measures for the year ending December 31, 2024. We calculate forward-looking non-GAAP financial measures based on internal forecasts that omit certain amounts that would be included in GAAP financial measures. We have not provided quantitative reconciliations of these forward-looking non-GAAP financial measures to the most directly comparable forward-looking GAAP financial measures because the excluded items are not available on a prospective basis without unreasonable efforts. For example, the timing of certain transactions is difficult to predict because management’s plans may change. In addition, the company believes such reconciliations would imply a degree of precision and certainty that could be confusing to investors. It is probable that these forward-looking non-GAAP financial measures may be materially different from the corresponding GAAP financial measures.
2
Cautionary Note Regarding Forward-Looking Statements
This press release contains forward-looking statements within the meaning of federal securities laws, including, among others, any statements about our expectations, plans, intentions, strategies, or prospects. We generally use the words “may,” “will,” “expects,” “believes,” “anticipates,” “plans,” “estimates,” “projects,” “assumes,” “guides,” “targets,” “forecasts,” “sees,” “seeks,” “should,” “could,” “would,” “predicts,” “potential,” “strategy,” “future,” “opportunity,” “work toward,” “intends,” “guidance,” “confidence,” “positioned,” “design,” “strive,” “continue,” “track,” “look forward to,” “optimistic” and similar expressions to identify forward-looking statements. All statements other than statements of historical or current fact are or may be deemed to be forward-looking statements. Such statements are based upon the current beliefs, expectations, and assumptions of management and are subject to significant risks, uncertainties, and changes in circumstances that could cause actual outcomes and results to differ materially from the forward-looking statements. These risks, uncertainties and changes in circumstances include, but are not limited to: dependence on new product development, technological advances and innovation; shifts in the product category or regional sales mix of our products and services; supply and prices of raw materials and products; pricing pressures from competitors, customers, dental practices and insurance providers; changes in customer demand for our products and services caused by demographic changes or other factors; challenges relating to changes in and compliance with governmental laws and regulations affecting our U.S. and international businesses, including regulations of the U.S. Food and Drug Administration and foreign government regulators, such as more stringent requirements for regulatory clearance of products; competition; the impact of healthcare reform measures; reductions in reimbursement levels by third-party payors; cost containment efforts sponsored by government agencies, legislative bodies, the private sector and healthcare group purchasing organizations, including the volume-based procurement process in China; control of costs and expenses; dependence on a limited number of suppliers for key raw materials and outsourced activities; the ability to obtain and maintain adequate intellectual property protection; breaches or failures of our information technology systems or products, including by cyberattack, unauthorized access or theft; the ability to retain the independent agents and distributors who market our products; our ability to attract, retain and develop the highly skilled employees we need to support our business; the effect of mergers and acquisitions on our relationships with customers, suppliers and lenders and on our operating results and businesses generally; the ability to form and implement alliances; changes in tax obligations arising from tax reform measures, including European Union rules on state aid, or examinations by tax authorities; product liability, intellectual property and commercial litigation losses; changes in general industry and market conditions, including domestic and international growth rates; changes in general domestic and international economic conditions, including inflation and interest rate and currency exchange rate fluctuations; the effects of global pandemics and other adverse public health developments on the global economy, our business and operations and the business and operations of our suppliers and customers, including the deferral of elective procedures and our ability to collect accounts receivable; and the impact of the ongoing financial and political uncertainty on countries in the Euro zone on the ability to collect accounts receivable in affected countries. You are cautioned not to rely on these forward-looking statements, since there can be no assurance that these forward-looking statements will prove to be accurate. Forward-looking statements speak only as of the date they are made, and we expressly disclaim any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise.
Media Contact Information:
ZimVie
Allison Johnson • Allison.Johnson@ZimVie.com
(774) 266-8046
Grace Flowers • Grace.Flowers@ZimVie.com
(561) 319-6130
Investor Contact Information:
Gilmartin Group LLC
Marissa Bych • Marissa@gilmartinir.com
3
ZIMVIE INC.
CONSOLIDATED STATEMENT OF OPERATIONS
(in thousands, except per share data)
(unaudited)
| For the Three Months Ended March 31, |
||||||||
| 2024 | 2023 | |||||||
| Net Sales |
||||||||
| Third party, net |
$ | 118,195 | $ | 120,170 | ||||
| Related party, net |
— | 236 | ||||||
|
|
|
|
|
|||||
| Total Net Sales |
118,195 | 120,406 | ||||||
| Cost of products sold, excluding intangible asset amortization |
(44,258 | ) | (42,875 | ) | ||||
| Related party cost of products sold, excluding intangible asset amortization |
— | (231 | ) | |||||
| Intangible asset amortization |
(6,022 | ) | (6,794 | ) | ||||
| Research and development |
(6,701 | ) | (7,206 | ) | ||||
| Selling, general and administrative |
(60,330 | ) | (66,973 | ) | ||||
| Restructuring and other cost reduction initiatives |
(2,579 | ) | (1,172 | ) | ||||
| Acquisition, integration, divestiture and related |
(1,037 | ) | (1,342 | ) | ||||
|
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|
|
|
|||||
| Operating expenses |
(120,927 | ) | (126,593 | ) | ||||
|
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|
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|
|||||
| Operating Loss |
(2,732 | ) | (6,187 | ) | ||||
| Other expense, net |
(311 | ) | (30 | ) | ||||
| Interest expense, net |
(4,366 | ) | (5,075 | ) | ||||
|
|
|
|
|
|||||
| Loss from continuing operations before income taxes |
(7,409 | ) | (11,292 | ) | ||||
| Provision for income taxes from continuing operations |
(4,074 | ) | (5,077 | ) | ||||
|
|
|
|
|
|||||
| Net Loss from Continuing Operations of ZimVie Inc. |
(11,483 | ) | (16,369 | ) | ||||
| Earnings (Loss) from discontinued operations, net of tax |
3,722 | (13,599 | ) | |||||
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|
|
|
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| Net Loss of ZimVie Inc. |
$ | (7,761 | ) | $ | (29,968 | ) | ||
|
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|
|
|
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| Basic (Loss) Earnings Per Common Share: |
||||||||
| Continuing operations |
$ | (0.42 | ) | $ | (0.62 | ) | ||
| Discontinued operations |
0.13 | (0.52 | ) | |||||
|
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|
|
|
|||||
| Net Loss |
$ | (0.29 | ) | $ | (1.14 | ) | ||
|
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|
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| Diluted (Loss) Earnings Per Common Share |
||||||||
| Continuing operations |
$ | (0.42 | ) | $ | (0.62 | ) | ||
| Discontinued operations |
0.13 | (0.52 | ) | |||||
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|
|||||
| Net Loss |
$ | (0.29 | ) | $ | (1.14 | ) | ||
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4
ZIMVIE INC.
CONSOLIDATED BALANCE SHEETS
(in thousands, except per share data)
| As of | ||||||||
| March 31, 2024 | December 31, 2023 | |||||||
| ASSETS |
||||||||
| Current Assets: |
||||||||
| Cash and cash equivalents |
$ | 43,528 | $ | 71,511 | ||||
| Accounts receivable, less allowance for credit losses |
68,931 | 65,168 | ||||||
| Inventories |
77,235 | 79,600 | ||||||
| Prepaid expenses and other current assets |
17,132 | 23,825 | ||||||
| Current assets of discontinued operations |
248,315 | 242,773 | ||||||
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|
|
|
|||||
| Total Current Assets |
455,141 | 482,877 | ||||||
| Property, plant and equipment, net |
52,120 | 54,167 | ||||||
| Goodwill |
260,356 | 262,111 | ||||||
| Intangible assets, net |
109,480 | 114,354 | ||||||
| Other assets |
27,016 | 26,747 | ||||||
| Noncurrent assets of discontinued operations |
267,494 | 265,089 | ||||||
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|
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| Total Assets |
$ | 1,171,607 | $ | 1,205,345 | ||||
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| LIABILITIES AND EQUITY |
||||||||
| Current Liabilities: |
||||||||
| Accounts payable |
$ | 26,955 | $ | 27,785 | ||||
| Income taxes payable |
4,382 | 2,863 | ||||||
| Other current liabilities |
62,419 | 67,108 | ||||||
| Current portion of long-term debt |
7,013 | — | ||||||
| Current liabilities of discontinued operations |
68,879 | 75,858 | ||||||
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|
|||||
| Total Current Liabilities |
169,648 | 173,614 | ||||||
| Deferred income taxes |
165 | 265 | ||||||
| Lease liability |
9,795 | 9,080 | ||||||
| Other long-term liabilities |
9,340 | 9,055 | ||||||
| Non-current portion of debt |
502,056 | 508,797 | ||||||
| Noncurrent liabilities of discontinued operations |
92,274 | 95,041 | ||||||
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| Total Liabilities |
783,278 | 795,852 | ||||||
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| Commitments and Contingencies |
||||||||
| Stockholders’ Equity: |
||||||||
| Common stock, $0.01 par value, 150,000 shares authorized Shares, issued and outstanding, of 27,273 and 27,076, respectively |
273 | 271 | ||||||
| Preferred stock, $0.01 par value, 15,000 shares authorized, 0 shares issued and outstanding |
— | — | ||||||
| Additional paid in capital |
925,030 | 922,996 | ||||||
| Accumulated deficit |
(448,575 | ) | (440,814 | ) | ||||
| Accumulated other comprehensive loss |
(88,399 | ) | (72,960 | ) | ||||
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| Total Stockholders’ Equity |
388,329 | 409,493 | ||||||
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| Total Liabilities and Stockholders’ Equity |
$ | 1,171,607 | $ | 1,205,345 | ||||
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5
ZIMVIE INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
| For the Three Months Ended March 31, |
||||||||
| 2024 | 2023 | |||||||
| Cash flows used in operating activities: |
||||||||
| Net loss of ZimVie Inc. |
$ | (7,761 | ) | $ | (29,968 | ) | ||
| Adjustments to reconcile net loss to net cash used in operating activities: |
|
|||||||
| Depreciation and amortization |
8,430 | 32,631 | ||||||
| Share-based compensation |
3,473 | 4,841 | ||||||
| Deferred income tax provision |
(233 | ) | (4,208 | ) | ||||
| Loss on disposal of fixed assets |
413 | — | ||||||
| Other non-cash items |
1,596 | 1,556 | ||||||
| Adjustment of spine disposal group to fair value |
(11,143 | ) | — | |||||
| Changes in operating assets and liabilities, net of acquired assets and liabilities: |
||||||||
| Income taxes |
6,586 | 7,047 | ||||||
| Accounts receivable |
(6,651 | ) | (4,958 | ) | ||||
| Related party receivables |
— | 8,483 | ||||||
| Inventories |
4,588 | 5,431 | ||||||
| Prepaid expenses and other current assets |
323 | 1,311 | ||||||
| Accounts payable and accrued liabilities |
(10,264 | ) | (11,572 | ) | ||||
| Related party payable |
— | (13,176 | ) | |||||
| Other assets and liabilities |
(868 | ) | (4,614 | ) | ||||
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|
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| Net cash used in operating activities |
(11,511 | ) | (7,196 | ) | ||||
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| Cash flows used in investing activities: |
||||||||
| Additions to instruments |
(1,316 | ) | (1,951 | ) | ||||
| Additions to other property, plant and equipment |
(835 | ) | (1,887 | ) | ||||
| Other investing activities |
(1,987 | ) | (1,994 | ) | ||||
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| Net cash used in investing activities |
(4,138 | ) | (5,832 | ) | ||||
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| Cash flows used in financing activities: |
||||||||
| Payments on debt |
— | (10,519 | ) | |||||
| Payments related to tax withholding for share-based compensation |
(1,437 | ) | (417 | ) | ||||
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|
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| Net cash used in financing activities |
(1,437 | ) | (10,936 | ) | ||||
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| Effect of exchange rates on cash and cash equivalents |
(2,098 | ) | 777 | |||||
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| Decrease in cash and cash equivalents |
(19,184 | ) | (23,187 | ) | ||||
| Cash and cash equivalents, beginning of year |
87,768 | 89,601 | ||||||
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|
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| Cash and cash equivalents, end of period |
$ | 68,584 | $ | 66,414 | ||||
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Presentation includes cash of both continuing and discontinued operations
6
Net Sales Continuing Operations and Discontinued Operations ($ in thousands)
| For the Three Months Ended March 31, |
||||||||||||||||||||
| 2024 | 2023 | Change (%) | Foreign Exchange Impact |
Constant Currency % Change |
||||||||||||||||
| United States |
$ | 67,748 | $ | 69,907 | (3.1 | %) | 0.0 | % | (3.1 | %) | ||||||||||
| International |
50,447 | 50,263 | 0.4 | % | (0.7 | %) | 1.1 | % | ||||||||||||
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|||||||||||
| Total Dental Third Party Sales (Continuing Operations of ZimVie Inc.) |
118,195 | 120,170 | (1.6 | %) | (0.2 | %) | (1.4 | %) | ||||||||||||
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| Related Party Net Sales |
— | 236 | (100.0 | %) | 0.0 | % | 0.0 | % | ||||||||||||
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| Total Dental Net Sales (Continuing Operations of ZimVie Inc.) |
$ | 118,195 | $ | 120,406 | (1.8 | %) | (0.2 | %) | (1.6 | %) | ||||||||||
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|||||||||||
| United States |
$ | 72,361 | $ | 82,171 | (11.9 | %) | 0.0 | % | (11.9 | %) | ||||||||||
| International |
21,463 | 22,747 | (5.6 | %) | (2.3 | %) | (3.3 | %) | ||||||||||||
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| Total Spine Third Party Sales (Discontinued Operations) |
93,824 | 104,918 | (10.6 | %) | (0.5 | %) | (10.1 | %) | ||||||||||||
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|||||||||||
| Related Party Net Sales |
— | 103 | (100.0 | %) | 0.0 | % | 0.0 | % | ||||||||||||
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| Total Spine Net Sales (Discontinued Operations) |
$ | 93,824 | $ | 105,021 | (10.7 | %) | (0.5 | %) | (10.2 | %) | ||||||||||
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7
Continuing Operations Q1 24 (in thousands, except per share data)
| For the Three Months Ended March 31, 2024 | ||||||||||||||||||||||||
| Net Sales | Cost of products sold, excluding intangible asset amortization |
Operating expenses, excluding cost of products sold |
Operating (Loss) Income |
Net (Loss) Income |
Diluted EPS | |||||||||||||||||||
| Continuing Operations of ZimVie Inc. |
$ | 118,195 | $ | (44,258 | ) | $ | (76,669 | ) | $ | (2,732 | ) | $ | (11,483 | ) | $ | (0.42 | ) | |||||||
| Restructuring and other cost reduction initiatives [1] |
— | — | 2,579 | 2,579 | 2,579 | 0.10 | ||||||||||||||||||
| Acquisition, integration, divestiture and related [2] |
— | — | 1,037 | 1,037 | 1,037 | 0.04 | ||||||||||||||||||
| European union medical device regulation [3] |
— | — | 401 | 401 | 401 | 0.01 | ||||||||||||||||||
| Related party |
— | — | — | — | — | — | ||||||||||||||||||
| Other charges [4] |
— | 286 | — | 286 | 286 | 0.01 | ||||||||||||||||||
| Intangible asset amortization |
— | — | 6,022 | 6,022 | 6,022 | 0.22 | ||||||||||||||||||
| Tax effect of above adjustments & other [5] |
— | — | — | — | 3,316 | 0.12 | ||||||||||||||||||
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|
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| Adjusted |
$ | 118,195 | $ | (43,972 | ) | $ | (66,630 | ) | $ | 7,593 | $ | 2,158 | $ | 0.08 | ||||||||||
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| [1] | Restructuring activities to better position our organization for future success based on the current business environment and sale of the spine business. |
| [2] | Acquisition, integration, divestiture and related expenses include professional services fees incurred to prepare for and complete the sale of the spine business. |
| [3] | Expenses incurred for initial compliance with the European Union Medical Device Regulation (“EU MDR”) for previously-approved products. |
| [4] | Inventory write-offs resulting from restructuring activities and property, plant, and equipment step-up amortization from prior acquisitions. |
| [5] | Reflects the tax effect of the adjustments from reported to adjusted, as well as an adjustment for management’s expectation of ZimVie’s statutory tax rate based on current tax law and adjusted pre-tax income. |
Continuing Operations Q1 23 (in thousands, except per share data)
| For the Three Months Ended March 31, 2023 | ||||||||||||||||||||||||
| Net Sales | Cost of products sold, excluding intangible asset amortization |
Operating expenses, excluding cost of products sold |
Operating (Loss) Income |
Net (Loss) Income |
Diluted EPS | |||||||||||||||||||
| Continuing Operations of ZimVie Inc. |
$ | 120,406 | $ | (43,106 | ) | $ | (83,488 | ) | $ | (6,187 | ) | $ | (16,369 | ) | $ | (0.62 | ) | |||||||
| Restructuring and other cost reduction initiatives [1] |
— | — | 1,172 | 1,172 | 1,172 | 0.04 | ||||||||||||||||||
| Acquisition, integration, divestiture and related [2] |
— | — | 1,342 | 1,342 | 1,342 | 0.05 | ||||||||||||||||||
| European union medical device regulation [3] |
— | — | 1,202 | 1,202 | 1,202 | 0.05 | ||||||||||||||||||
| Intangible asset amortization |
— | — | 6,794 | 6,794 | 6,794 | 0.26 | ||||||||||||||||||
| Related party |
(236 | ) | 231 | — | (5 | ) | (5 | ) | — | |||||||||||||||
| Other charges [4] |
— | 285 | — | 285 | 285 | 0.01 | ||||||||||||||||||
| Spin-related share-based compensation expense [5] |
— | — | 800 | 800 | 800 | 0.03 | ||||||||||||||||||
| Tax effect of above adjustments & other [6] |
— | — | — | — | 5,000 | 0.19 | ||||||||||||||||||
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|||||||||||||
| Adjusted |
$ | 120,170 | $ | (42,590 | ) | $ | (72,178 | ) | $ | 5,403 | $ | 221 | $ | 0.01 | ||||||||||
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|||||||||||||
| [1] | Restructuring activities to better position the organization and the expenses incurred were primarily related to severance and professional fees. |
| [2] | Acquisition, integration, divestiture and related expenses include professional services fees ($0.8 million) and technology costs ($0.4 million) incurred to prepare for and complete the separation from our former parent. |
| [3] | Expenses incurred for initial compliance with the EU MDR for previously-approved products. |
| [4] | Inventory write-offs resulting from restructuring activities and property, plant, and equipment step-up amortization from prior acquisitions. |
| [5] | Spin-related share-based compensation expense from grants provided due to the successful separation from Zimmer Biomet. |
| [6] | Reflects the tax effect of the adjustments from reported to adjusted, as well as an adjustment for management’s expectation of ZimVie’s statutory tax rate based on current tax law and adjusted pre-tax income. |
8
Reconciliation of Adjusted EBITDA ($ in thousands) – Continuing Operations
| For the Three Months Ended March 31, |
||||||||
| Continuing Operations of ZimVie Inc. | 2024 | 2023 | ||||||
| Net Sales |
||||||||
| Total Third Party Sales |
$ | 118,195 | $ | 120,170 | ||||
| Related Party Sales |
— | 236 | ||||||
|
|
|
|
|
|||||
| Total Net Sales |
$ | 118,195 | $ | 120,406 | ||||
|
|
|
|
|
|||||
| Net Loss |
$ | (11,483 | ) | $ | (16,369 | ) | ||
| Interest expense, net |
4,366 | 5,075 | ||||||
| Income tax benefit (provision) |
4,074 | 5,077 | ||||||
| Depreciation and amortization |
8,430 | 8,628 | ||||||
|
|
|
|
|
|||||
| EBITDA |
5,387 | 2,411 | ||||||
| Share-based compensation |
2,762 | 4,223 | ||||||
| Restructuring and other cost reduction initiatives [1] |
2,579 | 1,172 | ||||||
| Acquisition, integration, divestiture and related [2] |
1,037 | 1,342 | ||||||
| Related party gain |
— | (5 | ) | |||||
| European union medical device regulation [3] |
401 | 1,202 | ||||||
| Other charges [4] |
286 | 285 | ||||||
|
|
|
|
|
|||||
| Adjusted EBITDA |
$ | 12,452 | $ | 10,630 | ||||
|
|
|
|
|
|||||
| Net Loss Margin [5] |
-9.7 | % | -13.6 | % | ||||
| Adjusted EBITDA Margin [6] |
10.5 | % | 8.8 | % | ||||
| [1] | Current and prior year restructuring activities to better position our organization for future success based on the existing business environments, as well as sale of the spine business in the current year. |
| [2] | Acquisition, integration, divestiture and related expenses in 2024 include professional services fees incurred to prepare for and complete the sale of the spine business, and in 2023 include professional services fees ($0.8 million) and technology costs ($0.4 million) incurred to prepare for and complete the separation from our former parent. |
| [3] | Expenses incurred for initial compliance with the EU MDR for previously-approved products. |
| [4] | Inventory write-offs resulting from restructuring activities and property, plant, and equipment step-up amortization from prior acquisitions. |
| [5] | Net Loss Margin is calculated as Net Loss divided by third party net sales for the applicable period. |
| [6] | Adjusted EBITDA Margin is Adjusted EBITDA divided by third party net sales for the applicable period. |
9
Reconciliation of Cost of Products Sold, excluding intangible asset amortization, R&D, and SG&A ($ in thousands)
| Continuing Operations |
Percentage of Third Party Net Sales |
|||||||||||||||
| For the Three Months Ended March 31, | 2024 | 2023 | 2024 | 2023 | ||||||||||||
| Cost of products sold, excluding intangible asset amortization |
$ | (44,258 | ) | $ | (42,875 | ) | -37.4 | % | -35.7 | % | ||||||
| Carve-out allocations and other charges [1] |
— | — | 0.0 | % | 0.0 | % | ||||||||||
| Other charges [2] |
286 | 285 | 0.2 | % | 0.3 | % | ||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Adjusted cost of products sold, excluding intangible asset amortization |
$ | (43,972 | ) | $ | (42,590 | ) | -37.2 | % | -35.4 | % | ||||||
|
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|
|
|
|||||||||
| For the Three Months Ended March 31, | 2024 | 2023 | 2024 | 2023 | ||||||||||||
| Research and development |
$ | (6,701 | ) | $ | (7,206 | ) | -5.7 | % | -6.0 | % | ||||||
| European union medical device regulation [4] |
401 | 1,202 | 0.4 | % | 1.0 | % | ||||||||||
| Spin-related share-based compensation expense [3] |
— | 80 | 0.0 | % | 0.1 | % | ||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Adjusted research and development |
$ | (6,300 | ) | $ | (5,924 | ) | -5.3 | % | -4.9 | % | ||||||
|
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|
|
|
|
|
|||||||||
| For the Three Months Ended March 31, | 2024 | 2023 | 2024 | 2023 | ||||||||||||
| Selling, general and administrative |
$ | (60,330 | ) | $ | (66,973 | ) | -51.0 | % | -55.7 | % | ||||||
| Carve-out allocations and other charges [1] |
— | — | 0.0 | % | 0.0 | % | ||||||||||
| China VBP asset write-offs and step-up amortization |
— | — | 0.0 | % | 0.0 | % | ||||||||||
| Spin-related share-based compensation expense [3] |
— | 720 | 0.0 | % | 0.6 | % | ||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Adjusted selling, general and administrative |
$ | (60,330 | ) | $ | (66,253 | ) | -51.0 | % | -55.1 | % | ||||||
|
|
|
|
|
|
|
|
|
|||||||||
| [1] | Represent non-cash step-up amortization and other charges related to the spin from Zimmer Biomet. |
| [2] | Inventory write-offs resulting from restructuring activities and property, plant, and equipment step-up amortization from prior acquisitions. |
| [3] | Spin-related share-based compensation expense from grants provided due to the successful separation from Zimmer Biomet. |
| [4] | Expenses incurred for initial compliance with the EU MDR for previously-approved products. |
10
A Global Dental Leader May 2024 Exhibit 99.2
Forward-Looking Statements and Non-GAAP Measures Safe Harbor Statement under the Private Securities Litigation Reform Act of 1995 This presentation contains forward-looking statements within the meaning of federal securities laws, including, among others, any statements about our expectations, plans, intentions, strategies, or prospects. We generally use the words “may,” “will,” “expects,” “believes,” “anticipates,” “plans,” “estimates,” “projects,” “assumes,” “guides,” “targets,” “forecasts,” “sees,” “seeks,” “should,” “could,” “would,” “predicts,” “potential,” “strategy,” “future,” “opportunity,” “work toward,” “intends,” “guidance,” “confidence,” “positioned,” “design,” “strive,” “continue,” “track,” “look forward to,” “optimistic” and similar expressions to identify forward-looking statements. All statements other than statements of historical or current fact are or may be deemed to be forward-looking statements. Such statements are based upon the current beliefs, expectations, and assumptions of management and are subject to significant risks, uncertainties, and changes in circumstances that could cause actual outcomes and results to differ materially from the forward-looking statements. These risks, uncertainties and changes in circumstances include, but are not limited to: dependence on new product development, technological advances and innovation; shifts in the product category or regional sales mix of our products and services; supply and prices of raw materials and products; pricing pressures from competitors, customers, dental practices and insurance providers; changes in customer demand for our products and services caused by demographic changes or other factors; challenges relating to changes in and compliance with governmental laws and regulations affecting our U.S. and international businesses, including regulations of the U.S. Food and Drug Administration and foreign government regulators, such as more stringent requirements for regulatory clearance of products; competition; the impact of healthcare reform measures; reductions in reimbursement levels by third-party payors; cost containment efforts sponsored by government agencies, legislative bodies, the private sector and healthcare group purchasing organizations, including the volume-based procurement process in China; control of costs and expenses; dependence on a limited number of suppliers for key raw materials and outsourced activities; the ability to obtain and maintain adequate intellectual property protection; breaches or failures of our information technology systems or products, including by cyberattack, unauthorized access or theft; the ability to retain the independent agents and distributors who market our products; our ability to attract, retain and develop the highly skilled employees we need to support our business; the effect of mergers and acquisitions on our relationships with customers, suppliers and lenders and on our operating results and businesses generally; the ability to form and implement alliances; changes in tax obligations arising from tax reform measures, including European Union rules on state aid, or examinations by tax authorities; product liability, intellectual property and commercial litigation losses; changes in general industry and market conditions, including domestic and international growth rates; changes in general domestic and international economic conditions, including inflation and interest rate and currency exchange rate fluctuations; the effects of global pandemics and other adverse public health developments on the global economy, our business and operations and the business and operations of our suppliers and customers, including the deferral of elective procedures and our ability to collect accounts receivable; and the impact of the ongoing financial and political uncertainty on countries in the Euro zone on the ability to collect accounts receivable in affected countries. You are cautioned not to rely on these forward-looking statements, since there can be no assurance that these forward-looking statements will prove to be accurate. Forward-looking statements speak only as of the date they are made, and we expressly disclaim any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise. Non-GAAP Financial Measures This presentation contains financial measures which have not been calculated in accordance with United States generally accepted accounting principles (“GAAP”), because they are a basis upon which our management assesses our performance. Although we believe these measures may be useful for investors for the same reason, these financial measures should not be considered as an alternative to GAAP financial measures as a measure of our financial condition, performance or liquidity. In addition, these financial measures may not be comparable to similar measures used by other companies. In the Appendix to this presentation, we provide further descriptions of these non-GAAP measures and reconciliations of these non-GAAP measures to the most directly comparable GAAP measures.
ZimVie: A Global Dental Leader Powerful, market-leading portfolio of premium implants, restorative implant solutions, biomaterials solutions, and digital dentistry technologies driven by continuous innovation Well positioned to accelerate growth within large, attractive, and underserved markets through differentiated offerings Opportunity to improve operating leverage and cash flow conversion through leaner cost structure and manufacturing / supply chain optimization Continuing to build and strengthen customer relationships and expand portfolio adoption through a global direct sales force & specialty partners 8 Million 8 million US patients seek treatment for tooth loss annually 25% Only 25% receive tooth replacement
Driving Adoption Across our Diversified Portfolio of Solutions Increase Penetration of Implants and Restorations Through Continued Innovation and Commercial Execution Implant Growth: Innovation & Execution Leverage Leadership Position to Drive Implant Conversion Biomaterials Pull-Through Scale ZimVie Presence Across Geographies with Low Share Geographic Expansion Drive Digital Workflow Adoption and Implant Penetration Digital Dentistry Pull-Through Large unmet need in tooth replacement creates significant opportunity for long-term market penetration, expansion, and growth
Supported by World-Class Education and Training Training and Manufacturing Facilities now Co-Located with Global Headquarters in Palm Beach Gardens, FL The “PBG Institute” Dental Training Facility Modern 11,000 Sq. Ft. Facility Cadaver Lab On-Site Mill Fully Integrated Digital Workflow with 3D Printing & RealGUIDE™ Software Trained 1,100+ clinicians to date at our PBG Institute since opening in April 2023 One of six global training facilities
Comprehensive premium implant line meets varying needs of oral surgeons and dental clinicians with a wide range of indications Dental Implants: Portfolio Overview Key Products Full range of abutments, copings and analogs Implants, surgical tools, abutments, restorative components TSX™ Implant T3® PRO Implant Recent Innovation T3 ® PRO Implant Encode® Emergence Healing Abutment TSX™ Implant Azure™ Multi-Platform Solutions Portfolio
Biomaterials: Portfolio Overview Puros® Allograft Bone Block Barrier Membranes Xenograft and synthetic bone grafts RegenerOss® Cortico – Cancellous Particulate RegenerOss® Bone Graft Plug Puros® Allograft Products Biotivity™ A/C Plus Membrane Leading biomaterial solutions increase the size of our patient pool that can qualify for tooth replacement Key Products Recent Innovation Bone graft substitutes, membranes, tissue regenerative products
Digital Dentistry: Portfolio Overview BellaTek® System GenTek™ System SmileZ Today ® Encode ® System RealGUIDE™ Software RealGuide V5.0 Virtual treatment planning CAD/CAM workflow systems A fully integrated and efficient workflow with predictable outcomes increases adoption Key Products Recent Innovation Intraoral scanners, CAD/CAM solutions, treatment planning and design software, surgical guides and patient specific restorations
Committed to Executing Strategic Transformation Position the business for sustainable growth Address and reduce stranded cost Optimize manufacturing and supply chain capabilities Continue innovating to increase ease of procedures Expand product offerings across geographies Accelerate digital adoption to optimize customer efficiency Transformation to pure-play dental business Launched version 5.4 of Real Guide Software Launched next-generation TSX Implant in Japan Recent Accomplishments Current Priorities Market Expansion Opportunities
Financial Profile and Outlook Net Sales Adjusted EBITDA Q1 2024* FY 2024 Transition year in 2024 to build a strong foundation for long-term performance $118.2M $12.5M(1) $450M-$460M $60M-$65M(2) Total Debt $508.8M Drivers of progress Expanding portfolio adoption within large, underserved dental markets Operational simplification and efficiency Debt paydown intended to reduce leverage and interest expense, increasing financial flexibility ~$234M *Reflects 1Q 2024 continuing operations results. (1) This is a non-GAAP financial measure. Refer to the reconciliation in the Appendix for further information. (2) This is forward-looking non-GAAP financial measure for which a reconciliation to the most directly comparable GAAP financial measure is not available without unreasonable efforts. Refer to “Forward-Looking Non-GAAP Financial Measures” in the Appendix, which identifies the information that is unavailable without unreasonable efforts and provides additional information. December 31, 2023 April 2, 2024 Best-in-class portfolio and commitment to ongoing innovation Cash $87.8M ~$66M Adjusted EPS $0.08(1) $0.55-$0.70(2)
Experienced Executive Leadership Team Vafa Jamali Chief Executive Officer Heather Kidwell SVP, Chief Legal, Compliance, & HR Officer Rich Heppenstall EVP, Chief Financial Officer Ann Vu SVP, Chief Quality and Regulatory Affairs Officer Stephen Rondeau SVP, Chief Information Officer Indraneel Kanaglekar SVP, Chief Commercial Officer
Appendix
Note on Non-GAAP Financial Measures This presentation includes non-GAAP financial measures that differ from financial measures calculated in accordance with U.S. generally accepted accounting principles (“GAAP”). These non-GAAP financial measures may not be comparable to similar measures reported by other companies and should be considered in addition to, and not as a substitute for, or superior to, other measures prepared in accordance with GAAP. Adjusted EBITDA is a non-GAAP financial measure provided in this release for certain periods and is calculated by excluding certain items from net loss from Continuing Operations on a GAAP basis, as detailed in the reconciliations presented later in this presentation. Adjusted EBITDA margin is Adjusted EBITDA divided by third party net sales from Continuing Operations for the applicable period. Adjusted diluted earnings (loss) per share is a non-GAAP financial measure provided in this release for certain periods and is calculated by excluding the effects of certain items from diluted earnings (loss) per share on a GAAP basis, as detailed in the reconciliations presented later in this presentation. Reconciliations of these non-GAAP measures to the most directly comparable GAAP financial measures are included in this presentation. Management uses non-GAAP financial measures internally to evaluate the performance of the business. Additionally, management believes these non-GAAP measures provide meaningful incremental information to investors to consider when evaluating the performance of the company. Management believes these measures offer the ability to make period-to-period comparisons that are not impacted by certain items that can cause dramatic changes in reported income but that do not impact the fundamentals of our operations. The non-GAAP measures enable the evaluation of operating results and trend analysis by allowing a reader to better identify operating trends that may otherwise be masked or distorted by these types of items that are excluded from the non-GAAP measures. Forward-Looking Non-GAAP Financial Measures This presentation also includes certain forward-looking non-GAAP financial measures for the year ending December 31, 2024. We calculate forward-looking non-GAAP financial measures based on internal forecasts that omit certain amounts that would be included in GAAP financial measures. We have not provided quantitative reconciliations of these forward-looking non-GAAP financial measures to the most directly comparable forward-looking GAAP financial measures because the excluded items are not available on a prospective basis without unreasonable efforts. For example, the timing of certain transactions is difficult to predict because management’s plans may change. In addition, the company believes such reconciliations would imply a degree of precision and certainty that could be confusing to investors. It is probable that these forward-looking non-GAAP financial measures may be materially different from the corresponding GAAP financial measures.
Reconciliation of Adjusted EBITDA (in thousands) 1. Current and prior year restructuring activities to better position our organization for future success based on the existing business environments, as well as sale of the spine business in the current year. 2. Acquisition, integration, divestiture and related expenses in 2024 include professional services fees incurred to prepare for and complete the sale of the spine business, and in 2023 include professional services fees ($0.8 million) and technology costs ($0.4 million) incurred to prepare for and complete the separation from our former parent. 3. Expenses incurred for initial compliance with the European Union (“EU”) Medical Device Regulation (“MDR”) for previously-approved products. 4. Inventory write-offs resulting from restructuring activities and property, plant, and equipment step-up amortization from prior acquisitions. 5. Net Loss Margin is calculated as Net Loss divided by third party net sales for the applicable period. 6. Adjusted EBITDA Margin is Adjusted EBITDA divided by third party net sales for the applicable period.
Reconciliation of Adjusted Net (Loss) Income and Adjusted EPS (in thousands, except per share data) 1. Restructuring activities to better position our organization for future success based on the current business environment and sale of the spine business. 2. Acquisition, integration, divestiture and related expenses include professional services fees incurred to prepare for and complete the sale of the spine business. 3. Expenses incurred for initial compliance with the EU MDR for previously-approved products. 4. Inventory write-offs resulting from restructuring activities and property, plant, and equipment step-up amortization from prior acquisitions. 5. Reflects the tax effect of the adjustments from reported to adjusted, as well as an adjustment for management’s expectation of ZimVie’s statutory tax rate based on current tax law and adjusted pre-tax income.