8-K
false 0001876588 0001876588 2024-08-01 2024-08-01

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 1, 2024

 

 

ZimVie Inc.

(Exact name of Registrant as Specified in Its Charter)

 

 

 

Delaware   001-41242   87-2007795
(State or Other Jurisdiction
of Incorporation)
 

(Commission

File Number)

  (IRS Employer
Identification No.)

 

4555 Riverside Drive  
Palm Beach Gardens, FL   33410
(Address of Principal Executive Offices)   (Zip Code)

Registrant’s Telephone Number, Including Area Code: (800) 342-5454

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

 

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

 

 

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

 

 

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

 

 

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

 

Trading
Symbol(s)

 

Name of each exchange

on which registered

Common Stock, par value $0.01 per share   ZIMV   The Nasdaq Stock Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

 


Item 2.02

Results of Operations and Financial Condition.

On August 1, 2024, ZimVie Inc. (the “Company”) issued a press release reporting its financial results for the quarter ended June 30, 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 August 1, 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
No.

  

Description

99.1    Press release dated August 1, 2024
99.2    Presentation dated August 1, 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:   August 1, 2024   By:  

/s/ Heather Kidwell

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

ZimVie Reports Second Quarter 2024 Financial Results

 

   

Third Party Net Sales from Continuing Operations of $116.8 million

 

   

Net Loss from Continuing Operations of $(9.6) million; Net Loss margin of (8.2%)

 

   

Adjusted EBITDA[1] from Continuing Operations of $16.1 million; Adjusted EBITDA[1] margin of 13.8%

 

   

Reduced debt to $235.1 million, ended quarter with cash balance from Continuing Operations of $78.6 million

PALM BEACH GARDENS, Florida, August 1, 2024 (GLOBE NEWSWIRE) – ZimVie Inc. (Nasdaq: ZIMV), a global life sciences leader in the dental market, today reported financial results for the quarter ended June 30, 2024. Management will host a corresponding conference call today, August 1, 2024, at 4:30 p.m. Eastern Time.

“We continued to execute in the second quarter, successfully engaging with our dental customers and advancing our innovative product portfolio, with several recent updates to our implant and workflow technologies,” said Vafa Jamali, President and Chief Executive Officer. “We made meaningful progress improving the operational profile of our business, reducing our debt and continuing to progress as a standalone, pure-play dental company. We are pleased to be in a position to reaffirm our full year net sales, margin, and adjusted earnings per share guidance.”

Second Quarter 2024 Financial Results: Continuing Operations

Third party net sales for the second quarter of 2024 were $116.8 million, a decrease of 1.5% on a reported basis and 0.4% in constant currency[1], versus the second quarter of 2023.

Net loss for the second quarter of 2024 was $(9.6) million, an increase of $3.7 million versus a net loss of $(5.9) million in the second quarter of 2023. Net loss margin for the second quarter of 2024 was 8.2% of third party net sales, an increase of 320 basis points over a net loss margin of 5.0% in the second quarter of 2023.

Adjusted net income[1] for the second quarter of 2024 was $3.6 million, an increase of $2.4 million versus the second quarter of 2023.

Basic and diluted EPS were $(0.35) and adjusted diluted EPS[1] was $0.13 for the second quarter of 2024, and were largely impacted by the timing of share-based compensation expense in the second quarter. Weighted average shares outstanding for both basic and adjusted diluted EPS was 27.4 million.

Adjusted EBITDA[1] for the second quarter of 2024 was $16.1 million, or 13.8% of third party net sales, an increase of $2.7 million or 250 basis points versus the second quarter of 2023.

Reiterating Full Year 2024 Continuing Operations Financial Guidance:

 

Projected Year Ending December 31, 2024

   Guidance

Net Sales

   $450 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, August 1, 2024, at 4:30 p.m. ET to discuss its second 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.

CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS

(in thousands, except per share data)

 

     (unaudited)     (unaudited)  
     For the Three Months
Ended June 30,
    For the Six Months Ended
June 30,
 
     2024     2023     2024     2023  

Net Sales

        

Third party, net

   $ 116,811     $ 118,649     $ 235,006     $ 238,819  

Related party, net

     —        —        —        236  
  

 

 

   

 

 

   

 

 

   

 

 

 

Total Net Sales

     116,811       118,649       235,006       239,055  

Cost of products sold, excluding intangible asset amortization

     (43,517     (44,465     (87,775     (87,340

Related party cost of products sold, excluding intangible asset amortization

     —        —        —        (231

Intangible asset amortization

     (5,999     (6,806     (12,022     (13,600

Research and development

     (6,579     (6,458     (13,359     (13,688

Selling, general and administrative

     (62,384     (62,573     (122,714     (129,547

Restructuring and other cost reduction initiatives

     (398     (1,365     (2,977     (2,538

Acquisition, integration, divestiture and related

     (4,621     (1,370     (5,657     (2,711
  

 

 

   

 

 

   

 

 

   

 

 

 

Operating expenses

     (123,498     (123,037     (244,504     (249,655
  

 

 

   

 

 

   

 

 

   

 

 

 

Operating Loss

     (6,687     (4,388     (9,498     (10,599

Other income (expense), net

     3,010       (170     2,701       (201

Interest income

     1,965       735       2,472       1,360  

Interest expense

     (5,066     (5,934     (9,940     (11,633
  

 

 

   

 

 

   

 

 

   

 

 

 

Loss from continuing operations before income taxes

     (6,778     (9,757     (14,265     (21,073

(Provision) benefit for income taxes from continuing operations

     (2,775     3,847       (6,849     (1,230
  

 

 

   

 

 

   

 

 

   

 

 

 

Net Loss from Continuing Operations of ZimVie Inc.

     (9,553     (5,910     (21,114     (22,303

Earnings (Loss) from discontinued operations, net of tax

     5,539       (17,463     9,339       (31,038
  

 

 

   

 

 

   

 

 

   

 

 

 

Net Loss of ZimVie Inc.

   $ (4,014   $ (23,373   $ (11,775   $ (53,341
  

 

 

   

 

 

   

 

 

   

 

 

 

Basic (Loss) Earnings Per Common Share:

        

Continuing operations

   $ (0.35   $ (0.22   $ (0.77   $ (0.85

Discontinued operations

     0.20       (0.67     0.34       (1.17
  

 

 

   

 

 

   

 

 

   

 

 

 

Net Loss

   $ (0.15   $ (0.89   $ (0.43   $ (2.02
  

 

 

   

 

 

   

 

 

   

 

 

 

Diluted (Loss) Earnings Per Common Share

        

Continuing operations

   $ (0.35   $ (0.22   $ (0.77   $ (0.85

Discontinued operations

     0.20       (0.67     0.34       (1.17
  

 

 

   

 

 

   

 

 

   

 

 

 

Net Loss

   $ (0.15   $ (0.89   $ (0.43   $ (2.02
  

 

 

   

 

 

   

 

 

   

 

 

 

 

4


ZIMVIE INC.

CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)

(in thousands, except per share data)

 

     As of  
     June 30, 2024     December 31, 2023  

ASSETS

    

Current Assets:

    

Cash and cash equivalents

   $ 78,601     $ 71,511  

Accounts receivable, less allowance for credit losses of $2,394 and $3,222 respectively

     70,526       65,168  

Inventories

     71,831       79,600  

Prepaid expenses and other current assets

     19,504       23,825  

Current assets of discontinued operations

     33,391       242,773  
  

 

 

   

 

 

 

Total Current Assets

     273,853       482,877  

Property, plant and equipment, net of accumulated depreciation of $129,165 and $126,624, respectively

     50,394       54,167  

Goodwill

     259,769       262,111  

Intangible assets, net

     103,038       114,354  

Note receivable

     60,270       —   

Other assets

     29,862       26,747  

Noncurrent assets of discontinued operations

     12,600       265,089  
  

 

 

   

 

 

 

Total Assets

   $ 789,786     $ 1,205,345  
  

 

 

   

 

 

 

LIABILITIES AND EQUITY

    

Current Liabilities:

    

Accounts payable

   $ 27,160     $ 27,785  

Income taxes payable

     2,498       2,863  

Other current liabilities

     61,685       67,108  

Current liabilities of discontinued operations

     49,781       75,858  
  

 

 

   

 

 

 

Total Current Liabilities

     141,124       173,614  

Deferred income taxes

     57       265  

Lease liability

     9,835       9,080  

Other long-term liabilities

     9,171       9,055  

Non-current portion of debt

     235,110       508,797  

Noncurrent liabilities of discontinued operations

     390       95,041  
  

 

 

   

 

 

 

Total Liabilities

     395,687       795,852  
  

 

 

   

 

 

 

Commitments and Contingencies

    

Stockholders’ Equity:

    

Common stock, $0.01 par value, 150,000 shares authorized Shares, issued and outstanding, of 27,571 and 27,076, respectively

     276       271  

Preferred stock, $0.01 par value, 15,000 shares authorized, 0 shares issued and outstanding

     —        —   

Additional paid in capital

     930,471       922,996  

Accumulated deficit

     (452,589     (440,814

Accumulated other comprehensive loss

     (84,059     (72,960
  

 

 

   

 

 

 

Total Stockholders’ Equity

     394,099       409,493  
  

 

 

   

 

 

 

Total Liabilities and Stockholders’ Equity

   $ 789,786     $ 1,205,345  
  

 

 

   

 

 

 

 

5


ZIMVIE INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

(in thousands)

 

     For the Six Months Ended June 30,  
     2024     2023  

Cash flows used in operating activities:

    

Net loss of ZimVie Inc.

   $ (11,775   $ (53,341

Adjustments to reconcile net loss to net cash used in operating activities:

 

 

Depreciation and amortization

     16,917       64,588  

Share-based compensation

     9,150       10,656  

Deferred income tax provision

     (3,458     (7,935

Loss on disposal of fixed assets

     430       1,129  

Other non-cash items

     2,370       1,380  

Gain on sale of spine disposal group

     (22,427     —   

Changes in operating assets and liabilities:

    

Income taxes

     5,706       (16,023

Accounts receivable

     (8,648     1,271  

Related party receivables

     —        8,483  

Inventories

     10,580       8,401  

Prepaid expenses and other current assets

     (927     (2,097

Accounts payable and accrued liabilities

     (6,206     (4,825

Related party payable

     —        (13,177

Other assets and liabilities

     (187     (5,450
  

 

 

   

 

 

 

Net cash used in operating activities

     (8,475     (6,940
  

 

 

   

 

 

 

Cash flows provided by (used in) investing activities:

    

Additions to instruments

     (1,316     (1,951

Additions to other property, plant and equipment

     (2,093     (3,154

Proceeds from sale of spine disposal group, net of cash disposed

     291,123       —   

Other investing activities

     (2,015     (1,994
  

 

 

   

 

 

 

Net cash provided by (used in) investing activities

     285,699       (7,099
  

 

 

   

 

 

 

Cash flows used in financing activities:

    

Proceeds from debt

     —        4,760  

Payments on debt

     (275,000     (15,279

Payments related to tax withholding for share-based compensation

     (1,670     (419

Proceeds from stock plan activity

     —        1,167  
  

 

 

   

 

 

 

Net cash used in financing activities

     (276,670     (9,771
  

 

 

   

 

 

 

Effect of exchange rates on cash and cash equivalents

     (5,627     421  
  

 

 

   

 

 

 

Decrease in cash and cash equivalents

     (5,073     (23,389

Cash and cash equivalents, beginning of year

     87,768       89,601  
  

 

 

   

 

 

 

Cash and cash equivalents, end of period

   $ 82,695     $ 66,212  
  

 

 

   

 

 

 

Presentation includes cash of both continuing and discontinued operations

 

 

6


RECONCILIATION OF CONSTANT CURRENCY NET SALES: Continuing Operations ($ in thousands)

 

     For the Three Months Ended
June 30,
                    
     2024      2023      Change (%)     Foreign
Exchange
Impact
    Constant
Currency %
Change
 

United States

   $ 69,316      $ 69,264        0.1     0.0     0.1

International

     47,495        49,385        (3.8 %)      (2.6 %)      (1.2 %) 
  

 

 

    

 

 

    

 

 

   

 

 

   

 

 

 

Total Dental Third Party Sales (Continuing Operations of ZimVie Inc.)

     116,811        118,649        (1.5 %)      (1.1 %)      (0.4 %) 
  

 

 

    

 

 

    

 

 

   

 

 

   

 

 

 

Related Party Net Sales

     —         —         0.0     0.0     0.0
  

 

 

    

 

 

    

 

 

   

 

 

   

 

 

 

Total Dental Net Sales (Continuing Operations of ZimVie Inc.)

   $ 116,811      $ 118,649        (1.5 %)      (1.1 %)      (0.4 %) 
  

 

 

    

 

 

    

 

 

   

 

 

   

 

 

 

 

     For the Six Months Ended
June 30,
                    
     2024      2023      Change (%)     Foreign
Exchange
Impact
    Constant
Currency %
Change
 

United States

   $ 137,064      $ 139,171        (1.5 %)      0.0     (1.5 %) 

International

     97,942        99,648        (1.7 %)      (1.6 %)      (0.1 %) 
  

 

 

    

 

 

    

 

 

   

 

 

   

 

 

 

Total Dental Third Party Sales (Continuing Operations of ZimVie Inc.)

     235,006        238,819        (1.6 %)      (0.7 %)      (0.9 %) 
  

 

 

    

 

 

    

 

 

   

 

 

   

 

 

 

Related Party Net Sales

     —         236        (100.0 %)      0.0     (100.0 %) 
  

 

 

    

 

 

    

 

 

   

 

 

   

 

 

 

Total Dental Net Sales (Continuing Operations of ZimVie Inc.)

   $ 235,006      $ 239,055        (1.7 %)      (0.7 %)      (1.0 %) 
  

 

 

    

 

 

    

 

 

   

 

 

   

 

 

 

 

7


RECONCILIATION OF ADJUSTED NET INCOME AND DILUTED EPS: Continuing Operations (in thousands, except per share data)

 

     For the Three Months Ended June 30, 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.

   $ 116,811      $ (43,517   $ (79,981   $ (6,687   $ (9,553   $ (0.35

Restructuring and other cost reduction initiatives [1]

     —         —        398       398       398       0.01  

Acquisition, integration, divestiture and related [2]

     —         —        4,621       4,621       4,621       0.17  

European union medical device regulation [3]

     —         —        311       311       311       0.01  

Other charges [4]

     —         287       —        287       287       0.01  

Intangible asset amortization

     —         —        5,999       5,999       5,999       0.22  

Tax effect of above adjustments & other [5]

     —         —        —        —        1,517       0.06  
  

 

 

    

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Adjusted

   $ 116,811      $ (43,230   $ (68,652   $ 4,929     $ 3,580     $ 0.13  
  

 

 

    

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

 

     For the Three Months Ended June 30, 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.

   $ 118,649      $ (44,465   $ (78,572   $ (4,388   $ (5,910   $ (0.22

Restructuring and other cost reduction initiatives [1]

     —         —        1,365       1,365       1,365       0.05  

Acquisition, integration, divestiture and related [2]

     —         —        1,370       1,370       1,370       0.05  

European union medical device regulation [3]

     —         —        729       729       729       0.03  

Intangible asset amortization

     —         —        6,806       6,806       6,806       0.26  

Other charges [4]

     —         287       —        287       287       0.01  

Spin-related share-based compensation expense [6]

     —         —        800       800       800       0.03  

Tax effect of above adjustments & other [5]

     —         —        —        —        (4,263     (0.17
  

 

 

    

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Adjusted

   $ 118,649      $ (44,178   $ (67,502   $ 6,969     $ 1,184     $ 0.04  
  

 

 

    

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

 

[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 for the three months ended June 30, 2024 include professional services fees ($3.0 million), fair value adjustment of the seller note related to the sale of the spine segment ($1.2 million) and stranded costs ($0.4 million) related to sale of the spine segment. Acquisition, integration, divestiture and related expenses for the three months ended June 30, 2023 include professional services fees ($0.8 million) and technology costs ($0.3 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]

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.

[6]

Spin-related share-based compensation expense from grants provided due to the successful separation from Zimmer Biomet.


RECONCILIATION OF ADJUSTED EBITDA: Continuing Operations ($ in thousands)

 

     For the Three Months
Ended June 30,
    For the Six Months
Ended June 30,
 
     2024     2023     2024     2023  

Net Sales

        

Total Third Party Sales

   $ 116,811     $ 118,649     $ 235,006     $ 238,819  

Related Party Sales

     —        —        —        236  
  

 

 

   

 

 

   

 

 

   

 

 

 

Total Net Sales

   $ 116,811     $ 118,649     $ 235,006     $ 239,055  
  

 

 

   

 

 

   

 

 

   

 

 

 

Net Loss

   $ (9,553   $ (5,910   $ (21,114   $ (22,303

Interest expense, net

     3,101       5,199       7,468       10,273  

Income tax provision (benefit)

     2,775       (3,847     6,849       1,230  

Depreciation and amortization

     8,463       9,014       16,893       17,642  
  

 

 

   

 

 

   

 

 

   

 

 

 

EBITDA

     4,786       4,456       10,096       6,842  

Share-based compensation

     5,677       5,195       8,437       9,419  

Restructuring and other cost reduction initiatives [1]

     398       1,365       2,977       2,538  

Acquisition, integration, divestiture and related [2]

     4,621       1,370       5,657       2,711  

Related party gain

     —        —        —        (5

European union medical device regulation [3]

     311       729       712       1,931  

Other charges [4]

     287       287       573       571  
  

 

 

   

 

 

   

 

 

   

 

 

 

Adjusted EBITDA

   $ 16,080     $ 13,402     $ 28,452     $ 24,007  
  

 

 

   

 

 

   

 

 

   

 

 

 

Net Loss Margin [5]

     -8.2     -5.0     -9.0     -9.3

Adjusted EBITDA Margin [6]

     13.8     11.3     12.1     10.1

 

[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 for the three and six months ended June 30, 2024 include professional services fees ($3.0 million and $4.0 million, respectively), fair value adjustment of the seller note related to the sale of the spine segment ($1.2 million and $1.2 million, respectively) and stranded costs ($0.4 million and $0.4 million, respectively) related to sale of the spine segment. Acquisition, integration, divestiture and related expenses for the three and six months ended June 30, 2023 include professional services fees ($0.8 million and $1.6 million, respectively) and technology costs ($0.3 million and $0.7 million, respectively) 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: Continuing Operations ($ in thousands)

 

     Three Months
Ended June 30,
    Percentage of Third
Party Net Sales
    Six Months
Ended June 30,
    Percentage of Third
Party Net Sales
 
     2024     2023     2024     2023     2024     2023     2024     2023  

Cost of products sold, excluding intangible asset amortization

   $ (43,517   $ (44,465     (37.3 %)      (37.5 %)    $ (87,775   $ (87,340     (37.4 %)      (36.6 %) 

Other charges [1]

     287       287       0.3     0.3     573       571       0.3     0.3
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Adjusted cost of products sold, excluding intangible asset amortization

   $ (43,230   $ (44,178     (37.0 %)      (37.2 %)    $ (87,202   $ (86,769     (37.1 %)      (36.3 %) 
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
     2024     2023     2024     2023     2024     2023     2024     2023  

Research and development

   $ (6,579   $ (6,458     (5.6 %)      (5.4 %)    $ (13,359   $ (13,688     (5.7 %)      (5.7 %) 

European union medical device regulation [2]

     311       729       0.2     0.5     712       1,931       0.3     0.7

Spin-related share-based compensation expense [3]

     —        80       0.0     0.1     —        160       0.0     0.1
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Adjusted research and development

   $ (6,268   $ (5,649     (5.4 %)      (4.8 %)    $ (12,647   $ (11,597     (5.4 %)      (4.9 %) 
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
     2024     2023     2024     2023     2024     2023     2024     2023  

Selling, general and administrative

   $ (62,384   $ (62,573     (53.4 %)      (52.7 %)    $ (122,714   $ (129,547     (52.2 %)      (54.2 %) 

Spin-related share-based compensation expense [3]

     —        720       0.0     0.6     —        1,440       0.0     0.6
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Adjusted selling, general and administrative

   $ (62,384   $ (61,853     (53.4 %)      (52.1 %)    $ (122,714   $ (128,107     (52.2 %)      (53.6 %) 
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

 

[1]

Inventory write-offs resulting from restructuring activities and property, plant, and equipment step-up amortization from prior acquisitions.

[2]

Expenses incurred for initial compliance with the EU MDR for previously-approved products.

[3]

Spin-related share-based compensation expense from grants provided due to the successful separation from Zimmer Biomet.

 

10

EX-99.2

Slide 1

A Global Dental Leader August 2024 Exhibit 99.2


Slide 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.


Slide 3

ZimVie: A Global Dental Leader Powerful, market-leading portfolio of premium implants, restorative implant solutions, biomaterials solutions, and digital dentistry technologies 8 Million 8 million U.S. patients seek treatment for tooth loss annually 25% Only 25% receive tooth replacement Focused on driving greater adoption of dental implants through training, education, and digital workflow Leading with differentiated solutions and continuing to invest in innovation


Slide 4

Clear Strategy for Value Creation Completed sale of spine business in April 2024 Paid down $275M of debt, significantly improving balance sheet health Reducing corporate overhead, IT and legal costs following sale of spine business Optimizing manufacturing operations through automation Improving the workflow and economics of implant dentistry via digital products Expanding industry leading education and training programs to drive minimally invasive implant dentistry Reposition as pure-play dental business Reduce expenses; improve margin profile Accelerate implant adoption and growth


Slide 5

Addressing comprehensive needs of oral surgeons and dental clinicians with a wide range of indications Key Products Full range of abutments, copings and analogs TSX ® Implant T3® PRO Implant Recent Launches T3 ® PRO Implant Encode® Emergence Healing Abutment TSX ® Implant Azure™ Multi-Platform Solutions Portfolio Dental Implants: Portfolio Overview


Slide 6

Key Products Recent Launches 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 Biomaterials: Portfolio Overview Expanding the pool of patients who can qualify for tooth replacement


Slide 7

Key Products Recent Launches Digital Dentistry: Portfolio Overview Generating implant pull-through with efficient, fully integrated tooth replacement workflow solutions BellaTek® System GenTek™ System SmileZ Today ® RealGUIDE™ Software RealGUIDE™ Software Virtual Treatment Planning CAD/CAM Workflow Systems


Slide 8

Virtual Treatment Planning Custom Surgical Guide Kits Delivering digital workflow enhancements to save clinician time and improve patient satisfaction AI facilitated reconstruction procedures require 3 fewer hours of human labor* ZimVie Encode Emergence workflow reduces chair time and saves one restorative impression appointment Seeing rapid growth in sales of guided surgery software End-to-End Solutions Save Time and Improve the Clinician and Patient Experience *Internal data


Slide 9

Financial Profile & Outlook Net Sales Adjusted EBITDA Q2 2024* FY 2024 $116.8M $16.1M(1) $450M-$460M $60M-$65M(2) Drivers of Progress Expanding portfolio adoption within large, underserved dental markets Reducing expense profile to improve margins Best-in-class portfolio and commitment to ongoing innovation Adjusted EPS $0.13(1) $0.55-$0.70(2) Paid down $275M of debt in April 2024, substantially increasing go-forward capital allocation flexibility *Reflects 2Q 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 a forward looking non-GAAP financial measure for which a reconciliation to the most directly comparable GAAP financial measure is not available without unreasonable efforts. Refer to “Forward-Looking Non-GAAP Financial Measures” in the Appendix, which identifies the information that is unavailable without unreasonable efforts and provides additional information.


Slide 10

Committed to Executing Strategic Transformation Address and reduce stranded costs Optimize manufacturing & supply chain capabilities Position the business for sustainable growth Continue innovating and driving digital adoption to optimize our customer experience and increase total patient implant procedures Expand product offerings across geographies Transformed to pure-play dental business Launched next-generation TSX Implant in Japan RealGUIDE software updates Recent Accomplishments Current Priorities Market Expansion Opportunities


Slide 11

Appendix


Slide 12

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 presentation for certain periods and is calculated by excluding certain items from net loss from Continuing Operations on a GAAP basis, as detailed in the reconciliations presented later in this presentation. Adjusted EBITDA margin is Adjusted EBITDA divided by third party net sales from Continuing Operations for the applicable period. Adjusted diluted earnings (loss) per share is a non-GAAP financial measure provided in this presentation for certain periods and is calculated by excluding the effects of certain items from diluted earnings (loss) per share on a GAAP basis, as detailed in the reconciliations presented later in this presentation.   Reconciliations of these non-GAAP measures to the most directly comparable GAAP financial measures are included in this presentation.   Management uses non-GAAP financial measures internally to evaluate the performance of the business. Additionally, management believes these non-GAAP measures provide meaningful incremental information to investors to consider when evaluating the performance of the company. Management believes these measures offer the ability to make period-to-period comparisons that are not impacted by certain items that can cause dramatic changes in reported income 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.


Slide 13

Reconciliation of Adjusted EBITDA ($ in thousands) [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 for the three and six months ended June 30, 2024 include professional services fees ($3.0 million and $4.0 million, respectively), fair value adjustment of the seller note related to the sale of the spine segment ($1.2 million and $1.2 million, respectively)  and stranded costs ($0.4 million and $0.4 million, respectively) related to sale of the spine segment. Acquisition, integration, divestiture and related expenses for the three and six months ended June 30, 2023 include professional services fees ($0.8 million and $1.6 million, respectively) and technology costs ($0.3 million and $0.7 million, respectively) 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.   For the Three Months Ended June 30,     For the Six Months Ended June 30, Continuing Operations of ZimVie Inc. 2024 2023   2024   2023 Net Sales         Total Third Party Sales $ 116,811 $ 118,649   $ 235,006   $ 238,819 Related Party Sales - -   -   236 Total Net Sales $ 116,811 $ 118,649   $ 235,006   $ 239,055 Net Loss $ (9,553) $ (5,910)   $ (21,114)   $ (22,303) Interest expense, net 3,101 5,199   7,468   10,273 Income tax provision (benefit) 2,775 (3,847)   6,849   1,230 Depreciation and amortization 8,463 9,014   16,893   17,642 EBITDA 4,786 4,456   10,096   6,842 Share-based compensation 5,677 5,195   8,437   9,419 Restructuring and other cost reduction initiatives [1] 398 1,365   2,977   2,538 Acquisition, integration, divestiture and related [2] 4,621 1,370   5,657   2,711 Related party gain - -   -   (5) European union medical device regulation [3] 311 729   712   1,931 Other charges [4] 287 287   573   571 Adjusted EBITDA $ 16,080 $ 13,402   $ 28,452   $ 24,007 Net Loss Margin [5] -8.2% -5.0%   -9.0%   -9.3% Adjusted EBITDA Margin [6] 13.8% 11.3%   12.1%   10.1%


Slide 14

Reconciliation of Adjusted Net (Loss) Income and Adjusted EPS (in thousands, except per share data) [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 for the three months ended June 30, 2024 include professional services fees ($3.0 million), fair value adjustment of the seller note related to the sale of spine segment ($1.2 million) and stranded costs ($0.4 million) related to sale of the spine segment. Acquisition, integration, divestiture and related expenses for the three months ended June 30, 2023 include professional services fees ($0.8 million) and technology costs ($0.3 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] 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. For the Three Months Ended June 30, 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. $ 116,811 $ (43,517) $ (79,981) $ (6,687) $ (9,553) $ (0.35) Restructuring and other cost reduction initiatives [1] - - 398 398 398 0.01 Acquisition, integration, divestiture and related [2] - - 4,621 4,621 4,621 0.17 European union medical device regulation [3] - - 311 311 311 0.01 Other charges [4] - 287 - 287 287 0.01 Intangible asset amortization - - 5,999 5,999 5,999 0.22 Tax effect of above adjustments & other [5] - - - - 1,517 0.06 Adjusted $ 116,811 $ (43,230) $ (68,652) $ 4,929 $ 3,580 $ 0.13