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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): May 8, 2025

 

 

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 May 8, 2025, ZimVie Inc. (the “Company”) issued a press release reporting its financial results for the quarter ended March 31, 2025. 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, 2025, the Company also made available a presentation that contains supplemental financial information, including full-year 2025 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 May 8. 2025
99.2    Presentation dated May 8, 2025
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, 2025     By:  

/s/ Heather Kidwell

    Name:   Heather Kidwell
    Title:   Senior Vice President, Chief Legal, Compliance and Human Resources Officer and Corporate Secretary
EX-99.1 2 d908715dex991.htm EX-99.1 EX-99.1

Exhibit 99.1

 

LOGO

ZimVie Reports First Quarter 2025 Financial Results

 

   

Net Sales from Continuing Operations of $112.0 million

 

   

Net Loss from Continuing Operations of $(2.6) million; Net Loss margin of (2.3)%

 

   

Adjusted EBITDA[1] from Continuing Operations of $17.6 million; Adjusted EBITDA[1] margin of 15.7%

 

   

GAAP diluted EPS from Continuing Operations of $(0.09) and adjusted diluted EPS[1] from Continuing Operations of $0.27

PALM BEACH GARDENS, Florida, May 8, 2025 (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, 2025. Management will host a corresponding conference call today, May 8, 2025, at 4:30 p.m. Eastern Time.

“We are proud to have entered 2025 with a strong focus on execution and operational diligence as we maintain a leading position with dental customers through innovation and education,” said Vafa Jamali, President and Chief Executive Officer. “Going forward, we intend to advance our goal to drive operational efficiency and profitability improvements while striving towards a return to top-line growth.”

First Quarter 2025 Financial Results: Continuing Operations

Net sales for the first quarter of 2025 were $112.0 million, a decrease of 5.2% on a reported basis and 4.1% in constant currency[1], versus the first quarter of 2024.

Net loss for the first quarter of 2025 was $(2.6) million, an improvement of $8.9 million versus a net loss of $(11.5) million in the first quarter of 2024. Net loss margin for the first quarter of 2025 was (2.3)% of net sales, an improvement of 740 basis points versus a net loss margin of (9.7)% in the first quarter of 2024.

Adjusted net income[1] for the first quarter of 2025 was $7.4 million, an increase of $5.2 million versus the first quarter of 2024.

Basic and diluted EPS were $(0.09) and adjusted diluted EPS[1] was $0.27 for the first quarter of 2025. Weighted average shares outstanding for both basic and adjusted diluted EPS was 27.7 million.

Adjusted EBITDA[1] for the first quarter of 2025 was $17.6 million, or 15.7% of net sales, an increase of $5.1 million or 520 basis points versus the first quarter of 2024.

Full Year 2025 Continuing Operations Financial Guidance:

 

Projected Year Ending December 31, 2025

   Guidance  

Net Sales

   $ 445M to $460M  

Adjusted EBITDA [2]

   $ 65M to $70M  

Adjusted EPS[2]

   $ 0.80 to $0.95  

 

[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, 2025, at 4:30 p.m. ET to discuss its first quarter 2025 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.

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.

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 net sales from Continuing Operations for the applicable period.

Adjusted cost of products sold (excluding intangible asset amortization), adjusted R&D and adjusted SG&A (on an actual basis and as a percentage of sales) are non-GAAP financial measures provided in this presentation for certain periods and are calculated by excluding the effects of certain items from cost of products sold (excluding intangible asset amortization), R&D and SG&A, respectively, 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 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, 2025. 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.

 

2


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.

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, including impacts from tariffs; 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; a determination by the Internal Revenue Service that the distribution of our shares of common stock by Zimmer Biomet Holdings, Inc. in 2022 (the “distribution”) or certain related transactions should be treated as taxable transactions; 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

Grace Flowers • Grace.Flowers@ZimVie.com

(561) 319-6130

Investor Contact Information:

Gilmartin Group LLC

Webb Campbell • Webb@gilmartinir.com

 

3


ZIMVIE INC.

CONSOLIDATED STATEMENT OF OPERATIONS

(in thousands, except per share data)

(unaudited)

 

     For the Three Months
Ended March 31,
 
     2025     2024  

Net Sales

   $ 111,997     $ 118,195  

Cost of products sold, excluding intangible asset amortization

     (37,949     (44,258

Intangible asset amortization

     (6,032     (6,022

Research and development

     (5,371     (6,701

Selling, general and administrative

     (58,984     (60,330

Restructuring and other cost reduction initiatives

     (1,432     (2,579

Acquisition, integration, divestiture and related

     (1,449     (1,037
  

 

 

   

 

 

 

Operating expenses

     (111,217     (120,927
  

 

 

   

 

 

 

Operating Profit (Loss)

     780       (2,732

Other income (expense), net

     1,686       (311

Interest income

     2,035       507  

Interest expense

     (4,052     (4,873
  

 

 

   

 

 

 

Income (loss) from continuing operations before income taxes

     449       (7,409

Provision for income taxes from continuing operations

     (3,074     (4,074
  

 

 

   

 

 

 

Net Loss from Continuing Operations of ZimVie Inc.

     (2,625     (11,483

Income from discontinued operations, net of tax

     1,154       3,722  
  

 

 

   

 

 

 

Net Loss of ZimVie Inc.

   $ (1,471   $ (7,761
  

 

 

   

 

 

 

Basic (Loss) Earnings Per Common Share:

    

Continuing operations

   $ (0.09   $ (0.42

Discontinued operations

     0.04       0.13  
  

 

 

   

 

 

 

Net Loss

   $ (0.05   $ (0.29
  

 

 

   

 

 

 

Diluted (Loss) Earnings Per Common Share

    

Continuing operations

   $ (0.09   $ (0.42

Discontinued operations

     0.04       0.13  
  

 

 

   

 

 

 

Net Loss

   $ (0.05   $ (0.29
  

 

 

   

 

 

 

 

4


ZIMVIE INC.

CONSOLIDATED BALANCE SHEETS

(in thousands, except per share data)

(unaudited)

 

     As of  
     March 31, 2025     December 31,
2024
 

ASSETS

    

Current Assets:

    

Cash and cash equivalents

   $ 66,750     $ 74,974  

Accounts receivable, net of allowance for credit losses of $1,985 and $2,088, respectively

     76,688       65,211  

Inventories

     77,675       75,018  

Prepaid expenses and other current assets

     17,309       23,295  

Current assets of discontinued operations

     12,236       18,787  
  

 

 

   

 

 

 

Total Current Assets

     250,658       257,285  

Property, plant and equipment, net of accumulated depreciation of $130,816 and $126,620, respectively

     46,948       47,268  

Goodwill

     260,444       257,605  

Intangible assets, net

     89,658       92,734  

Note receivable

     65,928       64,643  

Other assets

     26,298       26,611  

Noncurrent assets of discontinued operations

     5,848       7,528  
  

 

 

   

 

 

 

Total Assets

   $ 745,782     $ 753,674  
  

 

 

   

 

 

 

LIABILITIES AND EQUITY

    

Current Liabilities:

    

Accounts payable

   $ 31,541     $ 32,958  

Income taxes payable

     4,139       3,263  

Other current liabilities

     61,064       62,905  

Current liabilities of discontinued operations

     20,400       34,818  
  

 

 

   

 

 

 

Total Current Liabilities

     117,144       133,944  

Deferred income taxes

     28       —   

Lease liability

     8,237       8,218  

Other long-term liabilities

     4,631       9,232  

Non-current portion of debt

     220,618       220,451  

Noncurrent liabilities of discontinued operations

     1       122  
  

 

 

   

 

 

 

Total Liabilities

     350,659       371,967  
  

 

 

   

 

 

 

Commitments and Contingencies

    

Stockholders’ Equity:

    

Common stock, $0.01 par value, 150,000 shares authorized Shares, issued and outstanding, of 27,903 and 27,677, respectively

     279       277  

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

     —        —   

Additional paid in capital

     940,990       938,630  

Accumulated deficit

     (468,110     (466,639

Accumulated other comprehensive loss

     (78,036     (90,561
  

 

 

   

 

 

 

Total Stockholders’ Equity

     395,123       381,707  
  

 

 

   

 

 

 

Total Liabilities and Stockholders’ Equity

   $ 745,782     $ 753,674  
  

 

 

   

 

 

 

 

5


ZIMVIE INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

(unaudited)

 

     For the Three Months Ended
March 31,
 
     2025     2024  

Cash flows used in operating activities:

    

Net loss of ZimVie Inc.

   $ (1,471   $ (7,761

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

    

Depreciation and amortization

     8,655       8,430  

Share-based compensation

     3,497       3,473  

Deferred income tax provision

     1,012       (233

(Gain) loss on disposal of fixed assets

     (172     413  

Other non-cash items

     515       1,596  

Adjustment of spine disposal group to fair value

     —        (11,143

Changes in operating assets and liabilities:

    

Income taxes

     3,722       6,586  

Accounts receivable

     (10,019     (6,651

Inventories

     (1,283     4,588  

Prepaid expenses and other current assets

     3,360       323  

Accounts payable and accrued liabilities

     (20,386     (10,264

Other assets and liabilities

     (1,341     (868
  

 

 

   

 

 

 

Net cash used in operating activities

     (13,911     (11,511
  

 

 

   

 

 

 

Cash flows used in investing activities:

    

Additions to instruments

     —        (1,316

Additions to other property, plant and equipment

     (1,503     (835

Other investing activities

     (444     (1,987
  

 

 

   

 

 

 

Net cash used in investing activities

     (1,947     (4,138
  

 

 

   

 

 

 

Cash flows used in financing activities:

    

Payments related to tax withholding for share-based compensation

     (1,135     (1,437
  

 

 

   

 

 

 

Net cash used in financing activities

     (1,135     (1,437
  

 

 

   

 

 

 

Effect of exchange rates on cash and cash equivalents

     7,171       (2,098
  

 

 

   

 

 

 

Decrease in cash and cash equivalents

     (9,822     (19,184

Cash and cash equivalents, beginning of year

     76,572       87,768  
  

 

 

   

 

 

 

Cash and cash equivalents, end of period

   $ 66,750     $ 68,584  
  

 

 

   

 

 

 

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 March 31,
    

 

   

 

   

 

 
     2025      2024      Change (%)     Foreign
Exchange
Impact
    Constant
Currency %
Change
 

United States

   $ 65,833      $ 67,748        (2.8 %)      0.0     (2.8 %) 

International

     46,164        50,447        (8.5 %)      (2.6 %)      (5.9 %) 
  

 

 

    

 

 

        

Total Net Sales

   $ 111,997      $ 118,195        (5.2 %)      (1.1 %)      (4.1 %) 
  

 

 

    

 

 

        

 

7


RECONCILIATION OF ADJUSTED NET INCOME AND DILUTED EPS

Continuing Operations (in thousands, except per share data)

 

     For the Three Months Ended March 31, 2025  
     Net Sales      Cost of
products sold,
excluding
intangible
asset
amortization
    Operating
expenses,
excluding
cost of
products
sold
    Operating
Income
    Net
(Loss)
Income
    Diluted EPS  

Reported

   $ 111,997      $ (37,949   $ (73,268   $ 780     $ (2,625   $ (0.09

Restructuring and other cost reduction initiatives [1]

     —         —        1,432       1,432       1,432       0.05  

Acquisition, integration, divestiture and related [2]

     —         —        1,449       1,449       1,449       0.05  

Intangible asset amortization

     —         —        6,032       6,032       6,032       0.22  

Other charges [3]

     —         314       34       348       348       0.01  

Share-based compensation modification [4]

     —         —        251       251       251       0.01  

Tax effect of above adjustments & other [5]

     —         —        —        —        484       0.02  
  

 

 

    

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Adjusted

   $ 111,997      $ (37,635   $ (64,070   $ 10,292     $ 7,371     $ 0.27  
  

 

 

    

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
     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  

Reported

   $ 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  

Intangible asset amortization

     —         —        6,022       6,022       6,022       0.22  

European Union medical device regulation [6]

     —         —        401       401       401       0.01  

Other charges [3]

     —         286       —        286       286       0.01  

Tax effect of above adjustments & other [5]

     —         —        —        —        3,316       0.12  
  

 

 

    

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Adjusted

   $ 118,195      $ (43,972   $ (66,630   $ 7,593     $ 2,158     $ 0.08  
  

 

 

    

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

 

[1]

Restructuring activities optimize our organization for future success based on the current business environment and sale of the spine business, primarily related to employee termination benefits.

[2]

Acquisition, integration, divestiture and related expenses for the three months ended March 31, 2025 include professional services fees ($0.9 million) and a fair value adjustment of the seller note ($0.3 million), each related to sale of the spine segment, as well as transaction costs related to the evaluation of strategic options for our portfolio ($0.2 million). Acquisition, integration, divestiture and related expenses for the three months ended March 31, 2024 primarily include professional services fees ($0.9 million) related to the sale of the spine segment.

[3]

Regulatory costs incurred in 2025 to change the manufacturer of record as required by our separation from Zimmer Biomet Holdings, Inc. (“ZBH”) after initial compliance with the European Union (“EU”) Medical Device Regulation (“MDR”), as well as property, plant, and equipment step-up amortization from prior acquisitions.

[4]

Net impact to share-based compensation expense of converting outstanding restricted stock units (“RSUs”) with performance-based metrics based on the consolidated results of the spine and dental segments into time-based RSUs following the sale of the spine segment.

[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]

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

 

8


RECONCILIATION OF ADJUSTED EBITDA:

Continuing Operations ($ in thousands)

 

     For the Three Months
Ended March 31,
 
     2025     2024  

Net Sales

   $ 111,997     $ 118,195  

Net Loss

   $ (2,625   $ (11,483

Interest expense, net

     2,017       4,366  

Income tax provision

     3,074       4,074  

Depreciation and amortization

     8,655       8,430  
  

 

 

   

 

 

 

EBITDA

     11,121       5,387  

Share-based compensation

     3,497       2,762  

Restructuring and other cost reduction initiatives [1]

     1,432       2,579  

Acquisition, integration, divestiture and related [2]

     1,449       1,037  

European Union medical device regulation [3]

     —        401  

Other charges [4]

     62       286  
  

 

 

   

 

 

 

Adjusted EBITDA

   $ 17,561     $ 12,452  
  

 

 

   

 

 

 

Net Loss Margin [5]

     (2.3 %)      (9.7 %) 

Adjusted EBITDA Margin [6]

     15.7     10.5

 

[1]

Restructuring activities to optimize our organization for future success based on the current business environment and sale of the spine business, primarily related to employee termination benefits.

[2]

Acquisition, integration, divestiture and related expenses for the three months ended March 31, 2025 include professional services fees ($0.9 million) and a fair value adjustment of the seller note ($0.3 million), each related to sale of the spine segment, as well as transaction costs related to the evaluation of strategic options for our portfolio ($0.2 million). Acquisition, integration, divestiture and related expenses for the three months ended March 31, 2024 primarily include professional services fees ($0.9 million) related to the sale of the spine segment.

[3]

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

[4]

Regulatory costs incurred in 2025 to change the manufacturer of record as required by our separation from ZBH after initial compliance with the EU MDR, as well as property, plant, and equipment step-up amortization from prior acquisitions.

[5]

Net Loss Margin is calculated as Net Loss divided by Net Sales for the applicable period.

[6]

Adjusted EBITDA Margin is Adjusted EBITDA divided by 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
March 31,
    Percentage of
Net Sales
 
     2025     2024     2025     2024  

Cost of products sold, excluding intangible asset amortization

   $ (37,949   $ (44,258     (33.9 %)      (37.4 %) 

Other charges [1]

     314       286       0.3     0.2
  

 

 

   

 

 

   

 

 

   

 

 

 

Adjusted cost of products sold, excluding intangible asset amortization

   $ (37,635   $ (43,972     (33.6 %)      (37.2 %) 
  

 

 

   

 

 

   

 

 

   

 

 

 
     2025     2024     2025     2024  

Research and development

   $ (5,371   $ (6,701     (4.8 %)      (5.7 %) 

European Union medical device regulation [2]

     —        401       0.0     0.4
  

 

 

   

 

 

   

 

 

   

 

 

 

Adjusted research and development

   $ (5,371   $ (6,300     (4.8 %)      (5.3 %) 
  

 

 

   

 

 

   

 

 

   

 

 

 
     2025     2024     2025     2024  

Selling, general and administrative

   $ (58,984   $ (60,330     (52.7 %)      (51.0 %) 

Other charges [1]

     34       —        0.0     0.0

Share-based compensation modification [3]

     251       —        0.3     0.0
  

 

 

   

 

 

   

 

 

   

 

 

 

Adjusted selling, general and administrative

   $ (58,699   $ (60,330     (52.4 %)      (51.0 %) 
  

 

 

   

 

 

   

 

 

   

 

 

 

 

[1]

Regulatory costs incurred in 2025 to change the manufacturer of record as required by our separation from ZBH after initial compliance with the EU MDR, as well as 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]

Net impact to share-based compensation expense of converting outstanding RSUs with performance-based metrics based on the consolidated results of the spine and dental segments to time-based RSUs following the sale of the spine segment.

 

10

EX-99.2 3 d908715dex992.htm EX-99.2 EX-99.2

Exhibit 99.2 A Global Dental Leader May 2025 1


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, including impacts from tariffs; 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; a determination by the Internal Revenue Service that the distribution of our shares of common stock by Zimmer Biomet Holdings, Inc. in 2022 (the distribution ) or certain related transactions should be treated as taxable transactions; 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; and 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. 2


ZimVie: A Global Dental Leader Market-leading portfolio of Only 25% premium implants, restorative receive tooth implant solutions, biomaterials replacement solutions, and digital dentistry technologies 8M Leading with differentiated technology and continuing to U.S. patients seek treatment for invest in innovation tooth loss annually Focused on driving greater adoption of dental implants through training, education, and digital workflow 3


Dental Implants: Portfolio Overview ® TSX Implant System Launched in 2022, TSX Implants are designed to simplify procedures and optimize practice protocols to deliver peri-implant health, crestal bone maintenance, long-term osseointegration, and prosthetic stability. Key Products & Brands ® T3 PRO Implant System ® Launched in 2022, the T3 PRO Implant builds on the proven Premium implant portfolio solutions of the T3 Tapered Implant, providing immediate function and an optimized implant experience for both dentists and patients. catering to both routine and complex cases along with a full range of surgical tools and restorative components Full restorative portfolio range Large restorative portfolio to rebuild the tooth aesthetically and efficiently, including digital and analogue components. 4


Biomaterials: Portfolio Overview ® Puros Allograft Products Human-donor sourced bone graft material with premium proprietary processing used to replace missing or damaged bone to provide a Key Products foundation for the implant and create desirable aesthetic outcomes. & Brands ® Puros Allograft Bone Block Human-donor sourced bone graft block that is custom shaped to the patient defect for an excellent fit with predictable outcomes that Biomaterial solutions that are provides a stable surface for implant placement. used for bone and tissue regeneration, helping build a Xenograft and Synthetic Bone Grafts healthy site necessary for Alternative to human-donor sourced bone with both xenograft and dental implant success to synthetic bone material that can be used to create a suitable surface of implantation. deliver aesthetic results Barrier Membranes By providing a reliable barrier during the critical phases of wound healing, these membranes help to conceal the site and maintain space to allow bone growth to occur. 5


Digital: Portfolio Overview ® RealGUIDE Software Software suite that offers precise planning, designing, and predictable placement of dental implants and restorations, helping users manage procedural risk more effectively and plan complex cases in a fraction Key Products of the time. & Brands ® BellaTek Patient Specific Restorative Solutions Patient-specific abutments, bars, implant bridges, and hybrid End-to-end solutions ranging restorations designed to match each patient’s oral anatomy. from intraoral scanning technology to open Implant Concierge architecture CAD/CAM Virtual treatment planning through Implant Concierge provides systems, guided surgery outsourced treatment planning services and guided surgery solutions, significantly improving efficiency and workflow in the dental office. solutions, and patient-specific restorations GenTek Digital Restorative Solutions End-to-end prosthetic offerings designed to support CAD/CAM restorations. 6


Revitalizing the Portfolio with Recent Launches Dental Implants Biomaterials Digital Dentistry ® ® TSX and T3 PRO Immediate Molar Implant Systems ® RegenerOss ® ® RegenerOss RealGUIDE 5.4 CAD/CAM Workflow Cortico–Cancellous Bone Graft Plug Systems Software Particulate Azure Multi-Platform Solutions Portfolio MEDIT Intraoral ZimVie Scan Bar and Biotivity A/C Plus Biotivity ® Scanners BellaTek Bars Membrane Hyaluronic Acid 7


End-to-End Solutions Save Time and Improve the Clinician and Patient Experience Virtual Treatment Planning Dental Software & Digitally Guided Surgical Kits • AI-facilitated restorative solutions require significantly * fewer labor hours • ZimVie Encode Emergence workflow reduces chair time and saves one restorative impression appointment • Seeing rapid adoption of guided surgery software (39% growth in FY24) 8 *Internal data


1Q25 Achievements: Driving Leverage and Operationalization M E T R I C 1 Q 2 5 * 1 Q 2 4 * C H A N G E Net Sales $112.0M $118.2M ($6.2M)(5.2%) (2) Adjusted Cost of Products Sold as a % of (1) (1) 33.6% 37.2% +360bps Sales (1) (1) Adjusted EBITDA $17.6M $12.5M +$5.1M (41%) (1) (1) Adjusted EPS $0.27 $0.08 +$0.19 (238%) (3) Cash and Cash Equivalents $66.8M $75.0M ($8.2M) Continued improvements to operational efficiency and profitability while striving towards a return to top-line growth *Reflects 1Q 2025 & 2024 continuing operations results. (1) This is a non-GAAP financial measure. Refer to the reconciliation in the Appendix for further information. 9 (2) Adjusted Cost of Products Sold, excluding intangible asset amortization (3) As of December 31, 2024


Financial Profile & Outlook Reported Drivers of Progress (2) Q1 2025* FY 2025* CC Growth* Growth* Best-in-class portfolio and commitment to ongoing innovation Net Sales $112.0M $445M - $460M (1%) – 2% Flat – 3% Expanding portfolio adoption within large, underserved dental (1) (2) (2) 8% – 17% $17.6M 8% – 17% Adjusted EBITDA $65M - $70M markets Reducing expense profile to improve (1) (2) (2) $0.27 $0.80 - $0.95 29% – 53% 31% – 55% Adjusted EPS margins Improvements to 2025 operating efficiency despite end-market challenges *Reflects continuing operations results. (1) This is a non-GAAP financial measure. Refer to the reconciliation in the Appendix for further information. 10 (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.


Appendix 11 Confidential


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 cost of products sold (excluding intangible asset amortization), adjusted R&D and adjusted SG&A (on an actual basis and as a percentage of sales) are non-GAAP financial measures provided in this presentation for certain periods and are calculated by excluding the effects of certain items from cost of products sold (excluding intangible asset amortization), R&D and SG&A, respectively, on a GAAP basis, as detailed in the reconciliations presented later in this presentation. 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 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 (loss) 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, 2025. 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. 12


Reconciliation of Adjusted Cost of Products Sold (Excluding Intangible Asset Amortization) Continuing Operations ($ in thousands) For the Three Months Ended March 31 Percentage of Net Sales 2025 2024 2025 2024 Cost of products sold, excluding intangible asset amortization $ (37,949) $ (44,258) (33.9%) (37.4%) [1] Other charges 314 286 0.3% 0.2% Adjusted cost of products sold, excluding intangible asset amortization $ (37,635) $ (43,972) (33.6%) (37.2%) [1] Regulatory costs incurred in 2025 to change the manufacturer of record as required by our separation from Zimmer Biomet Holdings (“ZBH”) after initial compliance with the European Union Medical Device Regulation (“EU MDR”), as well as property, plant, and equipment step-up amortization from prior acquisitions. 13


Reconciliation of Adjusted R&D and Adjusted SG&A Continuing Operations ($ in thousands) For the Three Months Ended March 31 Percentage of Net Sales 2025 2024 2025 2024 Research and development $ (5,371) $ (6,701) (4.8%) (5.7%) [1] European Union medical device regulation - 401 0.0% 0.4% Adjusted cost of products sold, excluding intangible asset amortization $ (5,371) $ (6,300) (4.8%) (5.3%) For the Three Months Ended March 31 Percentage of Net Sales 2025 2024 2025 2024 Selling, general and administrative $ (58,984) $ (60,330) (52.7%) (51.0%) [2] Other charges 34 - 0.0% 0.0% [3] Share-based compensation modification 251 - 0.3% 0.0% Adjusted cost of products sold, excluding intangible asset amortization $ (58,699) $ (60,330) (52.4%) (51.0%) [1] Expenses incurred for initial compliance with the EU MDR for previously-approved products. [2] Regulatory costs incurred in 2025 to change the manufacturer of record as required by our separation from ZBH after initial compliance with the EU MDR, as well as property, plant, and equipment step-up amortization from prior acquisitions. [3] Net impact to share-based compensation expense of converting outstanding restricted stock units (“RSUs”) with performance-based metrics based on the consolidated results of the spine and dental segments to time-based RSUs following the sale of the spine segment. 14


Reconciliation of Adjusted EBITDA Continuing Operations ($ in thousands) For the Three Months Ended March 31 2025 2024 Net Sales $ 111,997 $ 118,195 Net Loss $ (2,625) $ (11,483) Interest expense, net 2,017 4,366 Income tax provision 3,074 4,074 Depreciation and amortization 8,655 8,430 EBITDA 11,121 5,387 Share-based compensation 3,497 2,762 Restructuring and other cost reduction initiatives [1] 1,432 2,579 Acquisition, integration, divestiture and related [2] 1,449 1,037 European Union medical device regulation [3] - 401 Other charges [4] 62 286 Adjusted EBITDA $ 17,561 $ 12,452 Net Loss Margin [5] (2.3%) (9.7%) Adjusted EBITDA Margin [6] 15.7% 10.5% [1] Restructuring activities to optimize our organization for future success based on the current business environment and sale of the spine business, primarily related to employee termination benefits. [2] Acquisition, integration, divestiture and related expenses for the three months ended March 31, 2025 include professional services fees ($0.9 million) and a fair value adjustment of the seller note ($0.3 million), each related to sale of the spine segment, as well as t ransaction costs related to the evaluation of strategic options for our portfolio ($0.2 million). Acquisition, integration, divestiture and related expenses for the three months ended March 31, 2024 primarily include professional services fees ($0.9 million) related to the sale of the spine segment. [3] Expenses incurred for initial compliance with the EU MDR for previously-approved products. [4] Regulatory costs incurred in 2025 to change the manufacturer of record as required by our separation from ZBH. after initial compliance with the EU MDR, as well as property, plant, and equipment step-up amortization from prior acquisitions. [5] Net Loss Margin is calculated as Net Loss divided by Net Sales for the applicable period. [6] Adjusted EBITDA Margin is Adjusted EBITDA divided by Net Sales for the applicable period. 15


Reconciliation of Adjusted Net (Loss) Income and Adjusted EPS Continuing Operations (in thousands, except per share data) For the Three Months Ended March 31, 2025 Cost of products Operating sold, excluding expenses, intangible asset excluding cost of Net Sales amortization products sold Operating Income Net (Loss) Income Diluted EPS Reported $ 111,997 $ (37,949) $ (73,268) $ 780 $ (2,625) $ (0.09) Restructuring and other cost reduction initiatives [1] - - 1,432 1,432 1,432 0.05 Acquisition, integration, divestiture and related [2] - - 1,449 1,449 1,449 0.05 Intangible asset amortization - - 6,032 6,032 6,032 0.22 Other charges [4] - 314 34 348 348 0.01 Share-based compensation modification [4] - - 251 251 251 0.01 Tax effect of above adjustments & other [5] - - - - 484 0.02 Adjusted $ 111,997 $ (37,635) $ (64,070) $ 10,292 $ 7,371 $ 0.27 For the Three Months Ended March 31, 2024 Cost of products Operating sold, excluding expenses, intangible asset excluding cost of Operating (Loss) Net Sales amortization products sold Income Net (Loss) Income Diluted EPS Reported $ 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 Intangible asset amortization - - 6,022 6,022 6,022 0.22 European Union medical device regulation [6] - - 401 401 401 0.01 Other charges [4] - 286 - 286 286 0.01 Tax effect of above adjustments & other [5] - - - - 3,316 0.12 Adjusted $ 118,195 $ (43,972) $ (66,330) $ 7,593 $ 2,158 $ 0.08 [1] Restructuring activities to optimize our organization future success based on the current business environment and sale of the spine business, primarily related to employee termination benefits. [2] Acquisition, integration, divestiture and related expenses for the three months ended March 31, 2025 include professional services fees ($0.9 million) and a fair value adjustment of the seller note ($0.3 million), each each related to sale of the spine segment, as well as transaction costs related to the evaluation of strategic options for our portfolio ($0.2 million). Acquisition, integration, divestiture and related expenses for the three months ended March 31, 2024 primarily include professional services fees ($0.9 million) related to the sale of the spine segment. [3] Regulatory costs incurred in 2025 to change the manufacturer of record as required by our separation from ZBH after initial compliance with the EU MDR, as well as property, plant, and equipment step-up amortization from prior acquisitions. [4] Net impact to share-based compensation expense of converting outstanding RSUs with performance-based metrics based on the consolidated results of the spine and dental segments into time-based RSUs following the sale of the spine segment. [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] Expenses incurred for initial compliance with the EU MDR for previously-approved products. 16