Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Mar. 25, 2022 | Mar. 15, 2022 | |
Cover [Abstract] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Annual Report | true | ||
Document Fiscal Year Focus | 2021 | ||
Document Fiscal Period Focus | FY | ||
Document Period End Date | Dec. 31, 2021 | ||
Document Transition Report | false | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Central Index Key | 0001876588 | ||
Entity File Number | 001-41242 | ||
Entity Registrant Name | ZIMVIE INC. | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Tax Identification Number | 87-2007795 | ||
Entity Address, Address Line One | 10225 Westmoor Drive | ||
Entity Address, City or Town | Westminster | ||
Entity Address, State or Province | CO | ||
Entity Address, Postal Zip Code | 80021 | ||
City Area Code | 303 | ||
Local Phone Number | 443-7500 | ||
Title of 12(b) Security | Common Stock, par value $0.01 per share | ||
Trading Symbol | ZIMV | ||
Security Exchange Name | NASDAQ | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | No | ||
Entity Interactive Data Current | No | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business | false | ||
Entity Emerging Growth Company | false | ||
ICFR Auditor Attestation Flag | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 480,049,896 | ||
Entity Common Stock, Shares Outstanding | 26,083,361 | ||
Documents Incorporated by Reference | None | ||
Auditor Name | PricewaterhouseCoopers LLP | ||
Auditor Location | Chicago, Illinois | ||
Auditor Firm ID | 238 |
Combined Statements Of Operatio
Combined Statements Of Operations - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Net Sales | |||
Total Net Sales | $ 1,014.6 | $ 912.4 | $ 1,055.5 |
Cost of products sold, excluding intangible asset amortization | 381.6 | 302.7 | 309.4 |
Related party cost of products sold, excluding intangible asset amortization | 4.2 | 10.2 | 24.5 |
Intangible asset amortization | 86.2 | 85.5 | 83.4 |
Research and development | 61.3 | 49.2 | 55.6 |
Selling, general and administrative | 554.4 | 533.5 | 605.4 |
Goodwill impairment charges | 0 | 142 | 0 |
Restructuring | 3.3 | 9.7 | 1.8 |
Acquisition, integration, divestiture and related | 24.1 | 2.2 | 3.2 |
Operating expenses | 1,115.1 | 1,135 | 1,083.3 |
Operating Loss | (100.5) | (222.6) | (27.8) |
Other (expense) income, net | (0.5) | 1.6 | 0.2 |
Interest expense, net | 0.3 | 0.3 | 0.1 |
Loss before income taxes | (101.3) | (221.3) | (27.7) |
(Benefit) provision for income taxes | 6 | 42.3 | (0.2) |
Net loss | (95.3) | (179) | (27.9) |
Less: Net earnings attributable to noncontrolling interest | 0 | 0.1 | 0.1 |
Net Loss of the Spine and Dental Businesses of Zimmer Biomet Holdings, Inc. | (95.3) | (179.1) | (28) |
Third Party Net [Member] | |||
Net Sales | |||
Total Net Sales | 1,008.8 | 896.9 | 1,021.6 |
Related Party Net [Member] | |||
Net Sales | |||
Total Net Sales | $ 5.8 | $ 15.5 | $ 33.9 |
Combined Statements of Comprehe
Combined Statements of Comprehensive Income (Loss) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Statement of Comprehensive Income [Abstract] | |||
Net Loss | $ (95.3) | $ (179) | $ (27.9) |
Foreign currency cumulative translation adjustments, net of tax | (47.3) | 44.8 | (9.5) |
Total Other Comprehensive (Loss) Income | (47.3) | 44.8 | (9.5) |
Comprehensive Loss | (142.6) | (134.2) | (37.4) |
Comprehensive income (Loss) attributable to noncontrolling interest | 0 | 0.1 | 0.1 |
Comprehensive Loss Attributable to the Spine and Dental Businesses of Zimmer Biomet Holdings, Inc. | $ (142.6) | $ (134.3) | $ (37.5) |
Combined Balance Sheets
Combined Balance Sheets - USD ($) $ in Millions | Dec. 31, 2021 | Dec. 31, 2020 |
Current Assets: | ||
Cash and cash equivalents | $ 100.4 | $ 27.4 |
Accounts receivable, less allowance for credit losses | 164.2 | 193.7 |
Inventories | 246.8 | 283 |
Prepaid expenses and other current assets | 25.4 | 21.9 |
Total Current Assets | 536.8 | 526 |
Property, plant and equipment, net | 180.2 | 183.4 |
Goodwill | 267.8 | 273.7 |
Total identifiable intangible assets | 766.2 | 891 |
Other assets | 75.7 | 75.1 |
Total Assets | 1,826.7 | 1,949.2 |
Current Liabilities: | ||
Accounts payable | 45 | 49.7 |
Income taxes payable | 6.3 | 6.6 |
Other current liabilities | 133.3 | 152.3 |
Current portion of debt due to parent | 0 | 17.6 |
Total Current Liabilities | 184.6 | 226.2 |
Deferred income taxes, net | 129.5 | 155.2 |
Lease liability | 45.3 | 52.7 |
Other long-term liabilities | 15.9 | 19.7 |
Non-current portion of debt due to parent | 0 | 4.9 |
Total Liabilities | 375.3 | 458.7 |
Commitments and Contingencies (Note 2) | 0 | 0 |
Equity: | ||
Net parent company investment | 1,494.2 | 1,486 |
Accumulated other comprehensive (loss) income | (42.8) | 4.5 |
Total equity of the Spine and Dental Businesses of Zimmer Biomet Holdings, Inc. | 1,451.4 | 1,490.5 |
Total Equity | 1,451.4 | 1,490.5 |
Total Liabilities and Equity | $ 1,826.7 | $ 1,949.2 |
Combined Statements of Changes
Combined Statements of Changes in Net Parent Investment - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Beginning Balance | $ 1,490.5 | $ 1,668.1 | $ 1,734.4 |
Net loss | (95.3) | (179) | (27.9) |
Net transactions with Zimmer Biomet Holdings Inc | 103.5 | (41.4) | (28.9) |
Other Comprehensive Loss | (47.3) | 44.8 | (9.5) |
Adoption of new accounting standard | (1) | ||
Acquisition of Noncontrolling Interest | 1 | ||
Ending Balance | 1,451.4 | 1,490.5 | 1,668.1 |
Net Parent Company Investment | |||
Beginning Balance | 1,486 | 1,707.5 | 1,764.4 |
Net loss | (95.3) | (179.1) | (28) |
Net transactions with Zimmer Biomet Holdings Inc | 103.5 | (41.4) | (28.9) |
Other Comprehensive Loss | |||
Adoption of new accounting standard | (1) | ||
Acquisition of Noncontrolling Interest | |||
Ending Balance | 1,494.2 | 1,486 | 1,707.5 |
Accumulated Other Comprehensive Income (Loss) | |||
Beginning Balance | 4.5 | (40.3) | (30.8) |
Net loss | |||
Net transactions with Zimmer Biomet Holdings Inc | |||
Other Comprehensive Loss | (47.3) | 44.8 | (9.5) |
Adoption of new accounting standard | |||
Acquisition of Noncontrolling Interest | |||
Ending Balance | (42.8) | 4.5 | (40.3) |
Noncontrolling Interest | |||
Beginning Balance | 0.9 | 0.8 | |
Net loss | 0.1 | 0.1 | |
Net transactions with Zimmer Biomet Holdings Inc | |||
Other Comprehensive Loss | |||
Adoption of new accounting standard | |||
Acquisition of Noncontrolling Interest | (1) | ||
Ending Balance | $ 0.9 |
Combined Statements Of Cash Flo
Combined Statements Of Cash Flows - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Cash flows provided by (used in) operating activities: | |||
Net loss | $ (95.3) | $ (179) | $ (27.9) |
Adjustments to reconcile net loss to net cash provided by operating activities: | |||
Depreciation and amortization | 129.7 | 134.3 | 135.1 |
Goodwill impairment charges | 0 | 142 | 0 |
Share-based compensation | 7.3 | 5.9 | 7.1 |
Deferred income tax provision | (22.1) | (22.8) | (18.6) |
Changes in operating assets and liabilities, net of acquired assets and liabilities | |||
Income taxes | (3.2) | 0.9 | (4) |
Receivables | 27.2 | (1.1) | 9.8 |
Inventories | 33.1 | (6.1) | (0.5) |
Accounts payable and accrued liabilities | (6.6) | (3) | (0.5) |
Other assets and liabilities | (5.8) | 14.9 | 18.7 |
Net cash provided by operating activities | 64.3 | 86 | 119.2 |
Cash flows used in investing activities: | |||
Additions to instruments | (28.2) | (32.7) | (44.3) |
Additions to other property, plant and equipment | (28.4) | (5.6) | (8.7) |
Business combination investments, net of acquired cash | 0 | (8.4) | (27.6) |
Other investing activities | (3.7) | (2.8) | (4) |
Net cash used in investing activities | (60.3) | (49.5) | (84.6) |
Cash flows provided by (used in) financing activities: | |||
Net transactions with Zimmer Biomet | 90 | 43.8 | 41.4 |
Net cash flows from unremitted collections from factoring programs | 0 | 1.6 | 2.3 |
Repayments of debt due to parent | (16.9) | (0.7) | 0 |
Other financing activities | (0.8) | (0.4) | 0 |
Net cash provided by (used in) financing activities | 72.3 | (46.5) | (43.7) |
Effect of exchange rates on cash and cash equivalents | (3.3) | 0.4 | (0.2) |
Increase (decrease) in cash and cash equivalents | 73 | (9.6) | (9.3) |
Cash and cash equivalents, beginning of year | 27.4 | 37 | 46.3 |
Cash and cash equivalents, end of period | 100.4 | 27.4 | 37 |
Non-cash settlement of debt due to parent | $ 4.9 | $ 0 | $ 0 |
Background, Nature of Business
Background, Nature of Business and Basis of Presentation | 12 Months Ended |
Dec. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Background, Nature of Business and Basis of Presentation | 1. Background, Nature of Business and Basis of Presentation Background On February 5, 2021, Zimmer Biomet Holdings Inc. (“Zimmer Biomet” or the “Parent”) announced its intention to spin off its spine and dental businesses from its core orthopedic businesses. Zimmer Biomet effected the separation through a pro rata distribution of 80.3 % of the outstanding shares of common stock of a new entity, ZimVie Inc. (“ZimVie”). References to “ZimVie”, the “Company,” “we,” “us” and “our” and other similar terms throughout the combined financial statements refer to the spine and dental businesses of Zimmer Biomet. Following the distribution on March 1, 2022, Zimmer Biomet stockholders owned 80.3 % of the outstanding shares of ZimVie common stock, Zimmer Biomet retained 19.7 % of the outstanding shares of ZimVie common stock, and ZimVie became a separate public company. The separation provided Zimmer Biomet stockholders with equity ownership in both Zimmer Biomet and ZimVie. The separation is intended to qualify as generally tax-free to Zimmer Biomet stockholders for United States ("U.S.") federal income tax purposes, except for any cash received by stockholders in lieu of fractional shares. References in this Annual Report on Form 10-K to “our audited historical combined financial statements,” “our combined financial statements” and similar expressions refer to the combined financial statements of the Spine and Dental Businesses of Zimmer Biomet Holdings, Inc., due to the fact that as of and during the periods presented in the financial statements, ZimVie was still a wholly-owned subsidiary of, and operated under those businesses of, Zimmer Biomet. Nature of Business Our operations are principally managed on a products basis and include two operating segments, 1) the spine products segment, and 2) the dental products segment. In the spine products market, our core services include designing, manufacturing and distributing medical devices and surgical instruments to deliver comprehensive solutions for individuals with back or neck pain caused by degenerative conditions, deformities or traumatic injury of the spine. We also provide devices that promote bone healing. Other differentiated products in our spine portfolio include Mobi-C® Cervical Disc and The Tether. In the dental products market, our core services include designing, manufacturing and distributing dental implant solutions. Dental reconstructive implants are for individuals who are totally without teeth or are missing one or more teeth, dental prosthetic products are aimed at providing a more natural restoration to resemble the original teeth and dental regenerative products are for soft tissue and bone rehabilitation. Our key products include the T3® Implant, Tapered Screw-Vent Implant System, Trabecular Metal Dental Implant, BellaTek Encode Impression System and Puros Allograft Particulate. Basis of Presentation We have historically existed and functioned as part of the consolidated business of Zimmer Biomet. The accompanying combined financial statements are prepared on a standalone basis and are derived from Zimmer Biomet’s consolidated financial statements and accounting records. The carve-out financial statements and accounting records present the combined balance sheets as of December 31, 2021 and 2020 and the combined statements of operations, combined statements of comprehensive income (loss), combined statements of changes in net parent investment ("NPI") and combined statements of cash flows for the years ended December 31, 2021, 2020, and 2019. The combined financial statements have been prepared in accordance with accounting principles generally accepted in the U.S. (“GAAP”). The combined statements of operations include all revenues and costs directly attributable to our business, including costs for facilities, functions and services we utilize. The combined statements of operations also include an allocation of expenses related to certain Zimmer Biomet commercial and corporate functions, including distribution, quality, regulatory, information technology, finance, executive, human resources and legal. These expenses have been allocated based on direct usage or benefit where specifically identifiable, with the remainder allocated on a proportional cost allocation method based primarily on net sales, as applicable. Management considers the expense methodology and resulting allocation to be reasonable for all periods presented; however, the allocations may not be indicative of actual expense that would have been incurred had we operated as an independent, publicly traded company for the periods presented. Actual costs that we may have incurred had we been a standalone company would depend on a number of factors, including the chosen organizational structure, whether functions were outsourced or performed by our employees and strategic decisions made in areas such as manufacturing, selling and marketing, research and development ("R&D"), information technology and infrastructure. The income tax amounts in the combined financial statements have been calculated on a separate return method and presented as if our operations were separate taxpayers in the respective jurisdictions. Following the distribution, certain functions that Zimmer Biomet provided to us prior to the distribution either continue to be provided to us by Zimmer Biomet under a transition services agreement or are being performed using our own resources or third-party service providers. Additionally, under manufacturing and supply agreements, we manufacture certain products for Zimmer Biomet and Zimmer Biomet manufactures certain products for us. We have incurred, and expect to continue to incur, certain costs to establish ourselves as a standalone public company, as well as ongoing additional costs associated with operating as an independent, publicly traded company. The combined balance sheets include assets and liabilities that have been determined to be specifically identifiable or otherwise attributable to us, including certain assets that were historically held at the corporate level in Zimmer Biomet. All intercompany accounts and transactions within ZimVie have been eliminated. All transactions between us and Zimmer Biomet previously resulting in intercompany balances are considered to be effectively settled in the combined financial statements at the time the transaction is recorded. The total net effect of the settlement of these transactions is reflected in the combined statement of cash flows as a financing activity and in the combined balance sheets as net parent company investment. See Part III, Item 13. "Certain Relationships and Related Transactions and Director Independence" for additional information on related party transactions with Zimmer Biomet. Zimmer Biomet maintains various employee benefits plans in which our employees participated, and a portion of the costs associated with these plans has been included in ZimVie's combined financial statements. The combined balance sheets do not include assets and liabilities relating to these plans because the Parent is the plan sponsor. Our equity balance in these combined financial statements represents the excess of total assets over liabilities including the due to/from balances between us and Zimmer Biomet (NPI) and accumulated other comprehensive income (loss) (“AOCI”). NPI is primarily impacted by contributions from Zimmer Biomet which are the result of treasury activities and net funding provided by or distributed to Zimmer Biomet. Our AOCI as of January 1, 2019 is based on the currency translation historically recorded on our specific assets and liabilities. Foreign currency translation recorded during the years ended December 31, 2021, 2020 and 2019 is based on currency movements specific to our combined financial statements. Zimmer Biomet utilized a central approach to treasury management and we historically participated in related cash pooling arrangements. Our cash and cash equivalents on the combined balance sheets represent cash balances from standalone entities that did not participate in such arrangements. We had no third-party borrowings in any period presented. All borrowings by us due to Zimmer Biomet attributable to our business are recorded as “debt due to parent” in the combined balance sheets and classified as current or non-current based on loan maturity dates. Zimmer Biomet’s third-party debt and related interest expense have not been attributed to us because we are not the legal obligor of the debt and the borrowings are not specifically identifiable to us. However, in connection with the distribution, we incurred indebtedness that will result in additional interest expense in future periods. See Note 13 for a description of our indebtedness. |
Significant Accounting Policies
Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies | 2. Significant Accounting Policies Use of Estimates - The combined financial statements are prepared in conformity with GAAP, which requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period, including allocations from Zimmer Biomet. We have made our best estimates, as appropriate under GAAP, in the recognition of our assets and liabilities. These estimates have considered the impact the COVID-19 pandemic may have on our financial position, results of operations and cash flows. Such estimates included, but were not limited to, determining the allocations of costs and expenses from Zimmer Biomet, variable consideration to our customers, our allowance for doubtful accounts for expected credit losses, the net realizable value of our inventory, the fair value of our goodwill and the recoverability of other long-lived assets. The estimates and associated assumptions are based on historical experience, complex judgements and various other factors that are believed to be reasonable under the circumstances. Actual results could differ materially from these estimates. Foreign Currency Translation - The financial statements of our foreign subsidiaries are translated into U.S. Dollars using period-end exchange rates for assets and liabilities and average exchange rates for operating results. Unrealized translation gains and losses are included in AOCI in equity. When a transaction is denominated in a currency other than the subsidiary’s functional currency, we remeasure the transaction into the functional currency and recognize any transactional gains or losses in earnings. Foreign currency remeasurement gains recognized in our combined statements of operations in other income (expense), net were $ 0.5 million, $ 1.6 million and $ 0.2 million in the years ended December 31, 2021, 2020 and 2019, respectively. Shipping and Handling - Amounts billed to customers for shipping and handling of products are reflected in net sales and are not significant. Expenses incurred related to shipping and handling of products are reflected in selling, general and administrative (“SG&A”) expenses and were $ 42.0 million, $ 37.0 million and $ 38.5 million for the years ended December 31, 2021, 2020 and 2019, respectively. Research and Development - We expense all R&D costs as incurred except when there is an alternative future use for the R&D. R&D costs include salaries, prototypes, depreciation of equipment used in R&D, consultant fees and service fees paid to collaborative partners. Commitments and Contingencies - We are subject to contingencies, such as various claims, legal proceedings and investigations regarding product liability, intellectual property, commercial and other matters that arise in the normal course of business. On a quarterly and annual basis, we review relevant information with respect to loss contingencies and update our accruals, disclosures and estimates of reasonably possible losses or ranges of loss based on such reviews. We record liabilities for loss contingencies when it is probable that a loss has been incurred and the amount can be reasonably estimated. For matters where a loss is believed to be reasonably possible, but not probable, no accrual has been made. Legal defense costs expected to be incurred in connection with a loss contingency are accrued when probable and reasonably estimable. The recorded accrual balance for loss contingencies was $ 5.9 million and $ 5.7 million as of December 31, 2021 and 2020, respectively. Initiation of new legal proceedings or a change in the status of existing proceedings may result in a change in the estimated loss accrued. Subject to certain exceptions specified in the separation agreement by and between us and Zimmer Biomet, we assumed the liability for, and control of, all pending and threatened legal matters related to our business, including liabilities for any claims or legal proceedings related to products that had been part of our business, but were discontinued prior to the distribution, as well as assumed or retained liabilities, and will indemnify Zimmer Biomet for any liability arising out of or resulting from such assumed legal matters. Restructuring - A restructuring is defined as a program that is planned and controlled by management, and materially changes either the scope of a business undertaken by an entity, or the manner in which that business is conducted. Restructuring charges include (i) employee termination benefits, (ii) contract termination costs and (iii) other related costs associated with exit or disposal activities. In December 2019, the Board of Directors of Zimmer Biomet approved, and Zimmer Biomet initiated, a global restructuring program (the "2019 Restructuring Plan") with an objective of reducing costs to allow for further investment in higher priority growth opportunities. Restructuring charges for the years ended December 31, 2021, 2020 and 2019 for ZimVie were primarily attributable to this program. Acquisition, integration, divestiture and related - We use the financial statement line item, “Acquisition, integration, divestiture and related” to recognize expenses resulting from the consummation of business mergers and acquisitions and the related integration of those businesses, and expenses related to divestitures and related expenses including becoming a standalone entity. The expenses recognized in 2020 and 2019 primarily related to integration-related consulting, distributor terminations, severance and retention period compensation and benefits to employees that were terminated. The 2021 expenses were primarily related to the distribution that was completed on March 1, 2022. We have also incurred other various, less significant costs on projects that are similar to integration and restructurings focusing on reducing costs that have been recognized in this financial statement line item. Changes in estimates of contingent payments are also included in acquisition, integration, divestiture and related expenses. Contingent payments related to acquisitions consist of sales-based payments and are valued using discounted cash flow techniques. The fair value of sales-based payments is based upon probability-weighted future revenue estimates and increases as revenue estimates increase. See Note 10 fo r additional information regarding contingent payments related to acquisitions. Cash and Cash Equivalents - We consider all highly liquid investments with an original maturity of three months or less to be cash equivalents. The carrying amounts reported in the balance sheet for cash and cash equivalents are valued at cost, which approximates their fair value . The cash presented on the balance sheet represents cash that was not subject to the Zimmer Biomet centralized cash management process. During the fourth quarter of 2021, Zimmer Biomet transitioned the ownership structure of all notional accounts to us resulting in additional cash balances. Accounts Receivable - Accounts receivable consists of trade and other miscellaneous receivables. We grant credit to customers in the normal course of business and maintain an allowance for expected credit losses. We determine the allowance for credit losses by geographic market and take into consideration historical credit experience, creditworthiness of the customer and other pertinent information. We make concerted efforts to collect all accounts receivable, but sometimes we have to write-off the account against the allowance when we determine the account is uncollectible. Zimmer Biomet has receivables purchase arrangements with unrelated third parties to transfer portions of our trade accounts receivable balance. Our spine business historically participated in these arrangements. The purchase arrangements in the U.S. and Japan were terminated during the year ended December 31, 2020, but the arrangements continued in Europe in 2021. Funds received from the transfers were recorded as an increase to cash and a reduction to accounts receivable outstanding in our combined balance sheets. The cash flows attributable to the sale of receivables to third parties were reported in cash flows from operating activities in our combined statements of cash flows. Net expenses resulting from the sales of receivables were recognized in SG&A expense. Net expenses included any resulting gains or losses from the sales of receivables, credit insurance and factoring fees. Under the previous arrangements in the U.S. and Japan, any collections that we made that were unremitted to the third parties were recognized on our combined balance sheets under other current liabilities and in our combined statements of cash flows in financing activities. In Europe, we have no continuing involvement with the factored receivable. Inventories - Inventories are stated at the lower of cost and net realizable value, with cost determined on a first-in first-out basis or on an average cost basis, depending on the jurisdiction. Property, Plant and Equipment - Property, plant and equipment is carried at cost less accumulated depreciation. Depreciation is computed using the straight-line method based on estimated useful lives of ten to forty years for buildings and improvements and three to eight years for machinery and equipment. Maintenance and repairs are expensed as incurred. We review property, plant and equipment for impairment whenever events or changes in circumstances indicate that the carrying value of an asset group may not be recoverable. An impairment loss would be recognized when estimated future undiscounted cash flows relating to the asset are less than its carrying amount. An impairment loss is measured as the amount by which the carrying amount of an asset exceeds its fair value. Software Costs - We capitalize certain computer software and software development costs incurred in connection with developing or obtaining computer software for internal use when both the preliminary project stage is completed and it is probable that the software will be used as intended. Capitalized software costs generally include external direct costs of materials and services utilized in developing or obtaining computer software and compensation and related benefits for employees who are directly associated with the software project. Capitalized software costs are included in property, plant and equipment on our balance sheet and amortized on a straight-line or weighted average estimated user basis when the software is ready for its intended use over the estimated useful lives of the software, which approximate three to fifteen years. For cloud computing arrangements that are considered a service contract, our capitalization of implementation costs is aligned with the internal use software requirements. However, on our combined balance sheet these implementation costs are recognized in other non-current assets. On our combined statements of cash flows, these implementation costs are recognized in operating cash flows. The implementation costs are recognized on a straight-line basis over the expected term of the related service contract. Instruments - Instruments are hand-held devices used by surgeons during surgical procedures. Instruments are recognized as long-lived assets and are included in property, plant and equipment. Undeployed instruments are carried at cost or realizable value. Instruments that have been deployed to be used in surgeries are carried at cost less accumulated depreciation. Depreciation is computed using the straight-line method based on average estimated useful lives, determined principally in reference to associated product life cycles, primarily five years. We review instruments for impairment whenever events or changes in circumstances indicate that the carrying value of an instrument may not be recoverable. Depreciation of instruments is recognized in SG&A expense. Goodwill - Goodwill is not amortized but is subject to annual impairment tests. Goodwill has been assigned to reporting units. Potential impairment of a reporting unit is identified by either comparing a reporting unit’s estimated fair value to its carrying amount or doing a qualitative assessment of a reporting unit’s fair value from the last quantitative assessment to determine if there is potential impairment. We may do a qualitative assessment when the results of the previous quantitative test indicated the reporting unit’s estimated fair value was significantly in excess of the carrying value of its net assets, and we do not believe there have been significant changes in the reporting unit’s operations that would significantly decrease its estimated fair value or significantly increase its net assets. If a quantitative assessment is performed, the fair value of the reporting unit and the fair value of goodwill are determined based upon a discounted cash flow analysis and/or use of a market approach by looking at market values of comparable companies. Significant assumptions are incorporated into our discounted cash flow analysis such as estimated revenue growth rates, forecasted operating expenses and a risk-adjusted discount rate. Factors that could result in cash flows being lower than our current estimates include: 1) additional recurrence of the COVID-19 virus, including variants, causes hospitals to defer elective surgical procedures, 2) decreased revenues caused by unforeseen changes in the healthcare market, or our inability to generate new product revenue from our research and development activities, and 3) our inability to achieve the estimated operating margins in our forecasts from our restructuring programs, cost saving initiatives, and other unforeseen factors. Additionally, changes in the broader economic environment could cause changes to our estimated discount rate and comparable company valuation indicators, which may impact our estimated fair value. We perform this test in the fourth quarter of the year or whenever events or changes in circumstances indicate that the fair value of the reporting unit is more likely than not below its carrying amount. If the fair value of the reporting unit is less than its carrying value, an impairment loss is recorded in the amount that the carrying value of the business unit exceeds the fair value. See Note 11 for more information regarding goodwill. Intangible Assets - Intangible assets are initially measured at their fair value. We have determined the fair value of our intangible assets either by the fair value of the consideration exchanged for the intangible asset or the estimated after-tax discounted cash flows expected to be generated from the intangible asset. Intangible assets with a finite life, including technology, certain trademarks and trade names, customer-related intangibles, intellectual property rights and patents and licenses, are amortized on a straight-line basis over their estimated useful life or contractual life, which may range from less than one year to twenty years. Intangible assets with a finite life are tested for impairment whenever events or circumstances indicate that the carrying amount may not be recoverable. In determining the useful lives of intangible assets, we consider the expected use of the assets and the effects of obsolescence, demand, competition, anticipated technological advances, changes in surgical techniques, market influences and other economic factors. For technology-based intangible assets, we consider the expected life cycles of products, absent unforeseen technological advances, which incorporate the corresponding technology. Trademarks and trade names that are related to products expected to be phased out are assigned lives consistent with the period in which the products bearing each brand are expected to be sold. For customer relationship intangible assets, we assign useful lives based upon historical levels of customer attrition. Intellectual property rights are assigned useful lives that approximate the contractual life of any related patent or the period for which we maintain exclusivity over the intellectual property. Revenue Recognition - We recognize revenue when our performance obligations under the terms of a contract with our customer are satisfied. This happens when we transfer control of our products to the customer, which generally occurs upon implantation or when title passes upon shipment. Revenue is measured as the amount of consideration we expect to receive in exchange for transferring our product. Taxes collected from customers and remitted to governmental authorities are excluded from revenues. We sell products through three principal channels: 1) direct to healthcare institutions, referred to as direct channel accounts; 2) through stocking distributors and healthcare dealers; and 3) directly to dental practices and dental laboratories. In direct channel accounts and with some healthcare dealers, inventory is generally consigned to sales agents or customers so that products are available when needed for surgical procedures. No revenue is recognized upon the placement of inventory into consignment, as we retain the ability to control the inventory. Upon implantation, we issue an invoice and revenue is recognized. Our spine sales are predominantly recognized under the consignment revenue model. Pricing for products is generally predetermined by contracts with customers, agents acting on behalf of customer groups or by government regulatory bodies, depending on the market. Price discounts under group purchasing contracts are generally linked to volume of implant purchases by customer healthcare institutions within a specified group. At negotiated thresholds within a contract buying period, price discounts may increase. Payment terms vary by customer but are typically less than 90 days. With sales to stocking distributors, some healthcare dealers and hospitals, dental practices and dental laboratories, revenue is generally recognized when control of our product passes to the customer, which is typically upon shipment of the product. Our dental business predominantly recognizes revenue related to product sales at a point in time following the transfer of control of such products to the customer, which generally occurs upon shipment, or delivery depending on the terms of the underlying contracts. These customers may purchase items in large quantities if incentives are offered or if there are new product offerings in a market, which could cause period-to-period differences in sales. It is our accounting policy to account for shipping and handling activities as a fulfillment cost rather than as an additional promised service. We have contracts with these customers or orders may be placed from available price lists. Payment terms vary by customer but are typically less than 90 days. We offer standard warranties to our customers that our products are not defective. These standard warranties are not considered separate performance obligations. In limited circumstances, we offer extended warranties that are separate performance obligations. We have very few contracts that have multiple performance obligations. Since we do not have significant multiple element arrangements and essentially all of our sales are recognized upon implantation of a product or when title passes, very little judgment is required to allocate the transaction price of a contract or determine when control has passed to a customer. Our costs to obtain contracts consist primarily of sales commissions to employees or third-party agents that are earned when control of our product passes to the customer. Therefore, sales commissions are expensed as part of SG&A expenses at the same time revenue is recognized. Accordingly, we do not have significant contract assets, liabilities or future performance obligations. We offer volume-based discounts, rebates, prompt pay discounts, right of return and other various incentives that we account for under the variable consideration model. If sales incentives may be earned by a customer for purchasing a specified amount of our product, we estimate whether such incentives will be achieved and recognize these incentives as a reduction in revenue in the same period the underlying revenue transaction is recognized. We primarily use the expected value method to estimate incentives. Under the expected value method, we consider the historical experience of similar programs, as well as review sales trends on a customer-by-customer basis, to estimate what levels of incentives will be earned. Occasionally, products are returned and, accordingly, we maintain an estimated refund liability based upon the expected value method that is recorded as a reduction in revenue. Leases - We lease most of our manufacturing facilities, various office space, vehicles and other less significant assets throughout the world. Our contracts contain a lease if they convey a right to control the use of an identified asset, either explicitly or implicitly, in exchange for consideration. As allowed by GAAP, we have elected not to recognize a right-of-use asset nor a lease liability for leases with an initial term of twelve months or less. Additionally, we have elected not to separate non-lease components from the leased components in the valuation of our right-of-use asset and lease liability for all asset classes. Our lease contracts are a necessary part of our business, but we do not believe they are significant to our overall operations. We do not have any significant finance leases. Additionally, we do not have significant leases: where we are considered a lessor; where we sublease our assets; with an initial term of twelve months or less; with related parties; with residual value guarantees; that impose restrictions or covenants on us; or that have not yet commenced, but create significant rights and obligations against us. Our real estate leases generally have terms of between five to ten years and contain lease extension options that can vary from month-to-month extensions to up to five-year extensions. We include extension options in our lease term if we are reasonably certain to exercise that option. In determining whether an extension is reasonably certain, we consider the uniqueness of the property for our needs, the availability of similar properties, whether the extension period payments remain the same or may change due to market rates or fixed price increases in the contract, and other economic factors. Our vehicle leases generally have terms of between three to five years and contain lease extension options on a month-to-month basis. Our vehicle leases are generally not reasonably certain to be extended. Under GAAP, we are required to discount our lease liabilities to present value using the rate implicit in the lease, or our incremental borrowing rate for a similar term as the lease term if the implicit rate is not readily available. We generally do not have adequate information to know the implicit rate in a lease and therefore use our incremental borrowing rate. Under GAAP, the incremental borrowing rate must be on a collateralized basis. As our current term loan is secured we are able to use our debt interest rate for the implicit rate on our leases. Income Taxes - Prior to the distribution, we were included in the consolidated U.S. federal, foreign, and certain state income tax returns of Zimmer Biomet, where applicable. The tax provision and current and deferred tax balances have been prepared on a separate-return basis as if we were a separate filer. Deferred tax assets and liabilities are determined based on the differences between the financial statements and tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in income in the period the new tax rate is enacted. As a result of applying the separate filer approach, actual tax transactions included in the consolidated financial statements of Zimmer Biomet may not be included in our combined financial statements. Similarly, the tax treatment of certain items reflected in the combined financial statements may not be reflected in the consolidated financial statements and tax returns of Zimmer Biomet. Therefore, portions of items such as net operating losses (“NOLs”), credit carryforwards, other deferred taxes and valuation allowances may exist in the combined financial statements that may or may not exist in Zimmer Biomet’s consolidated financial statements and vice versa. In addition, although deferred tax assets have been recognized for NOLs and tax credits in accordance with the separate return method, certain NOLs and credits did not carry over with ZimVie in connection with the distribution. The income taxes as presented in the combined financial statements may not be indicative of the income taxes that we will incur in the future. Any differences between actual amounts paid or received by ZimVie have been reflected in net parent company investment. We reduce our deferred tax assets by a valuation allowance if it is more likely than not that we will not realize some portion or all of the deferred tax assets. In making such determination, we consider all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax planning strategies and recent financial operations. In the event we were to determine that we would be able to realize our deferred income tax assets in the future in excess of their net recorded amount, we would make an adjustment to the valuation allowance that would reduce the provision for income taxes. We operate on a global basis and are subject to numerous and complex tax laws and regulations. Our income tax filings are regularly under audit in multiple federal, state and foreign jurisdictions. Income tax audits may require an extended period of time to reach resolution and may result in significant income tax adjustments when interpretation of tax laws or allocation of company profits is disputed. Because income tax adjustments in certain jurisdictions can be significant, we record accruals representing management’s best estimate of the probable resolution of these matters. To the extent additional information becomes available, such accruals are adjusted to reflect the revised estimated probable outcome. We record Global Intangible Low-Taxed Income (“GILTI”) tax as a period cost. We report tax-related interest and penalties as a component of income tax expense. Derivative Financial Instruments - Zimmer Biomet is exposed to certain market risks relating to its ongoing business operations, including foreign currency exchange rate risk, commodity price risk, interest rate risk and credit risk. Zimmer Biomet uses derivative instruments to manage its interest rate risk and foreign currency exchange rate risk. We participated in Zimmer Biomet’s cash flow hedging program intended to minimize the effects of foreign currency exchange rate movements on cash flows. Our revenues are generated in various currencies throughout the world. However, a significant amount of our inventory is produced in U.S. Dollars. Therefore, movements in foreign currency exchange rates may have different proportional effects on our revenues compared to our cost of products sold. To minimize the effects of foreign currency exchange rate movements, Zimmer Biomet hedges intercompany sales of inventory expected to occur within the next 30 months with foreign currency exchange forward contracts. Zimmer Biomet centralizes its foreign currency exchange rate exposures across its businesses and enters into the forward contracts at the Parent. Due to this centralization and the Parent being the legal obligor of the foreign currency exchange forward contracts, no amounts have been recorded by us on the combined balance sheet. The combined statements of operations include the impact of Zimmer Biomet’s cash flow hedges that are deemed to be associated with our operations and have been allocated utilizing a proportional allocation method based on costs of goods sold. The amounts allocated to us recognized in cost of products sold, excluding intangible asset amortization, were zero in the year ended December 31, 2021 and gains of $ 2.0 million and $ 1.7 million in the years ended December 31, 2020 and 2019, respectively. Accumulated Other Comprehensive Income (Loss) - AOCI refers to gains and losses that under GAAP are included in comprehensive income but are excluded from net earnings as these amounts are recorded directly as an adjustment to equity. Our AOCI is comprised of foreign currency translation adjustments. There are no reclassifications from AOCI to net earnings for the periods presented herein. Further, there are no tax effects related to AOCI for the periods presented. Noncontrolling Interest - We had an investment in a company in which we had a controlling financial interest, but not 100% of the equity. In the year ended December 31, 2020, we acquired the remaining equity from the minority shareholder. The acquisition of the remaining equity interest was recognized as an equity transaction. Further information related to the noncontrolling interest of this investment has not been provided as it is not significant to our combined financial statements. Net Parent Company Investment - NPI in the combined balance sheets represents Zimmer Biomet’s historical investment in ZimVie, the accumulated net earnings after taxes and the net effect of the transactions with and allocations from Zimmer Biomet. Accounting Pronouncements Recently Adopted In June 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standard Update (“ASU”) 2016-13, Financial Instruments – Credit Losses (Topic 326). The new guidance describes the current expected credit loss (“CECL”) model, which requires an estimate of expected impairment on financial instruments over the lifetime of the assets at each reporting date. Financial instruments in scope of the guidance include financial assets measured at amortized cost. Previous accounting guidance required recognition of impairment when it was probable the loss has been incurred. Under the CECL model, lifetime expected credit losses are measured and recognized at each reporting date based on historical experience, current conditions and forecasted information. We adopted this standard as of January 1, 2020. Adoption of this standard required the modified retrospective transition method, which resulted in a cumulative-effect adjustment to NPI of $ 1.0 million. The adoption primarily impacted our trade receivables. Our concentrations of credit risks are limited due to the large number of customers and their dispersion across a number of geographic areas. Substantially all of our trade receivables are concentrated in the public and private hospital and healthcare industry in the U.S. and internationally or with distributors or dealers who operate in international markets. Our historical credit losses have not been significant due to this dispersion and the financial stability of our customers. We consider credit losses immaterial to our business and, therefore, have not provided all the disclosures otherwise required by the standard. In August 2018, the FASB issued ASU 2018-15, Intangibles-Goodwill and Other-Internal-Use Software. ASU 2018-15 aligns the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software. Our policy for capitalizing implementation costs in a hosting arrangement was already aligned with the new guidance. ASU 2018-15 also provides guidance on how these implementation costs are to be recorded in the statement of operations, balance sheet and statement of cash flows. We adopted this standard on a prospective basis as of January 1, 2020. The adoption of this standard did not have a material impact on our financial position, results of operations or cash flows. In December 2019, the FASB issued ASU 2019-12, Simplifying the Accounting for Income Taxes. ASU 2019-12 eliminates certain exceptions in the current rules regarding the approach for intraperiod tax allocations and the methodology for calculating income taxes in an interim period, and clarifies the a |
Revenue Recognition
Revenue Recognition | 12 Months Ended |
Dec. 31, 2021 | |
Revenue from Contract with Customer [Abstract] | |
Revenue from Contract with Customer [Text Block] | 3. Revenue Recognition We analyze sales by two product categories, spine and dental. We have also recognized related party sales in the combined financial statements on orthopedic products that remain with Zimmer Biomet following the distribution. We will continue selling Zimmer Biomet these products under a manufacturing services agreement for a period of time after the distribution. Net sales by product category are as follows (in millions): For the Years Ended December 31, 2021 2020 2019 Spine $ 540.3 $ 529.1 $ 607.6 Dental 468.5 367.8 414.0 Related Party 5.8 15.5 33.9 Total $ 1,014.6 $ 912.4 $ 1,055.5 |
Restructuring
Restructuring | 12 Months Ended |
Dec. 31, 2021 | |
Restructuring and Related Activities [Abstract] | |
Restructuring | 4. Restructuring In December 2019, Zimmer Biomet’s Board of Directors approved, and initiated, the 2019 Restructuring Plan with an objective of reducing costs to allow further investment in higher priority growth opportunities. The restructuring charges incurred in the years ended December 31, 2021 and 2020 primarily related to employee termination benefits, contract terminations and retention period compensation and benefits. The restructuring charges incurred in the year ended December 31, 2019 primarily related to employee termination benefits and retention period compensation and benefits. The following table summarizes the liabilities directly attributable to us that were recognized under the 2019 Restructuring Plan (in millions): Employee Other Total Balance, December 31, 2019 $ 0.9 $ — $ 0.9 Additions 5.7 4.0 9.7 Cash payments ( 4.6 ) ( 4.0 ) ( 8.6 ) Balance, December 31, 2020 2.0 — 2.0 Additions 0.1 3.1 3.2 Cash payments ( 1.0 ) ( 2.0 ) ( 3.0 ) Balance, December 31, 2021 $ 1.1 $ 1.1 $ 2.2 We do not include restructuring charges in the operating profit of our reportable segments. |
Share-Based Compensation
Share-Based Compensation | 12 Months Ended |
Dec. 31, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Share-Based Compensation | 5. Share-Based Compensation Zimmer Biomet has share-based compensation plans under which it grants stock options and restricted stock units. In our combined statements of operations, we have specifically identified employees that were associated with our historical operations that were expected to be transferred in the distribution and calculated expense based upon the awards received under the Zimmer Biomet plans. Additionally, expense related to corporate or shared employees has been allocated to us on a proportional cost allocation method, primarily based on revenue. As the share-based compensation plans are Zimmer Biomet’s plans, the amounts have been recognized through NPI on the combined balance sheets. Share-based compensation expense for specifically identified employees that were associated with our historical operations was as follows (in millions): For the Years Ended December 31, 2021 2020 2019 Total expense, pre-tax $ 7.3 $ 5.9 $ 7.1 Tax benefit related to awards 1.5 1.3 2.1 Total expense, net of tax $ 5.8 $ 4.6 $ 5.0 The amounts presented are not necessarily indicative of future awards and do not necessarily reflect the costs we would have incurred as an independent company for the periods presented. |
Inventories
Inventories | 12 Months Ended |
Dec. 31, 2021 | |
Inventory Disclosure [Abstract] | |
Inventories | 6. Inventories Inventories consisted of the following (in millions): As of December 31, 2021 2020 Finished goods $ 199.6 $ 247.8 Work in progress 26.6 24.2 Raw materials 20.6 11.0 Inventories $ 246.8 $ 283.0 Amounts charged to the combined statements of operations for excess and obsolete inventory, including certain product lines we intend to discontinue, in the years ended December 31, 2021, 2020 and 2019 were $ 37.5 million, $ 30.8 million and $ 30.6 million, respectively. Additionally, during 2021, we completed a brand rationalization resulting in expense of $ 40.3 million. |
Property, Plant and Equipment
Property, Plant and Equipment | 12 Months Ended |
Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment | 7. Property, Plant and Equipment Property, plant and equipment consisted of the following (in millions): As of December 31, 2021 2020 Land $ 7.2 $ 7.2 Building and equipment 226.4 224.3 Capitalized software costs 41.9 30.1 Instruments 315.1 324.3 Construction in progress 7.7 3.5 Property, plant and equipment, gross 598.3 589.4 Accumulated depreciation ( 418.1 ) ( 406.0 ) Property, plant and equipment, net $ 180.2 $ 183.4 Depreciation expense was $ 43.5 million, $ 48.8 million and $ 51.7 million for the years ended December 31, 2021, 2020 and 2019, respectively. We had $ 1.3 million, $ 2.4 million and $ 4.2 million of property, plant and equipment included in accounts payable as of December 31, 2021, 2020 and 2019, respectively. |
Transfers of Financial Assets
Transfers of Financial Assets | 12 Months Ended |
Dec. 31, 2021 | |
Transfers and Servicing [Abstract] | |
Transfers of Financial Assets | 8. Transfers of Financial Assets Zimmer Biomet had receivables purchase arrangements with unrelated third parties to liquidate portions of its trade accounts receivable balance, including receivables related to our spine business. The receivables related to products sold to customers and were short-term in nature. The factorings were treated as sales of the accounts receivable. Proceeds from the transfers reflect either the face value of the accounts receivable or the face value less factoring fees. The programs were executed on a revolving basis with a maximum funding limit for Zimmer Biomet of $ 450 million combined before termination. The Parent acted as the collection agent on behalf of the third-party but had no significant retained interests or servicing liabilities related to the accounts receivable sold. The Parent terminated the programs in the U.S. and Japan in the fourth quarter of 2020. As of December 31, 2020, all factored receivables related to our spine business had been collected and remitted in conjunction with the termination of those programs in 2020. As such, there was no activity related to these programs in the year ended December 31, 2021. In Europe, the Parent sold to a third party and there was no continuing involvement or significant risk with the factored accounts receivable. Funds received from the transfers are recorded as an increase to cash and a reduction of accounts receivable outstanding in the combined balance sheets. We report the cash flows attributable to the sale of the receivables to third parties in cash flows from operating activities in our combined statements of cash flows. Net expenses resulting from the sales of receivables are recognized in SG&A expense. Net expenses included any resulting gains or losses from the sales of receivables, credit insurance and factoring fees. For the years ended December 31, 2020 and 2019, receivables related to our spine business were sold having an aggregate face value of $ 53.8 million and $ 126.4 million to third parties in exchange for cash proceeds of $ 53.7 million and $ 126.3 million, respectively. Expenses recognized on these sales during the years ended December 31, 2021, 2020 and 2019 were no t significant. For the years ended December 31, 2020 and 2019 under the U.S. and Japan programs, receivables related to our spine business of $ 50.1 million and $ 107.8 million, respectively, were collected from our customers and these amounts were remitted to the third party, and we effectively repurchased $ 7.0 million and $ 18.6 million, respectively, of our previously sold accounts receivable due to the programs’ revolving nature. We had no unremitted amounts at December 31, 2021 and 2020. The initial collection of cash from customers and its remittance to the third party is reflected in net cash provided by (used in) financing activities in our combined statements of cash flows. There were no outstanding receivables derecognized at December 31, 2021 and 2020 due to the termination of those arrangements in 2020. |
Fair Value Measurements of Asse
Fair Value Measurements of Assets and Liabilities | 12 Months Ended |
Dec. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements of Assets and Liabilities | 9. Fair Value Measurements of Assets and Liabilities The following financial assets and liabilities are recorded at fair value on a recurring basis (in millions): As of December 31, 2021 Fair Value Measurements at Reporting Date Using: Description Recorded Quoted Prices Significant Significant Liabilities Contingent payments related to acquisitions $ 10.2 $ — $ — $ 10.2 Total Liabilities $ 10.2 $ — $ — $ 10.2 As of December 31, 2020 Fair Value Measurements at Reporting Date Using: Description Recorded Balance Quoted Prices Significant Significant Unobservable Inputs Liabilities Contingent payments related to acquisitions $ 10.0 $ — $ — $ 10.0 Total Liabilities $ 10.0 $ — $ — $ 10.0 Contingent payments related to acquisitions consist of sales-based payments, and are valued using discounted cash flow techniques. The fair value of sales-based payments is based upon probability-weighted future revenue estimates, and increases as revenue estimates increase. See Note 10 for additional information regarding contingent payments related to acquisitions. The following table provides a reconciliation of the beginning and ending balances of items measured at fair value on a recurring basis in the tables above that used significant unobservable inputs (Level 3) (in millions): Level 3 - Liabilities Contingent payments related to acquisitions Balance December 31, 2019 $ 1.5 New contingent payments related to the 3DIEMME acquisition 8.3 Foreign currency impact 0.2 Balance December 31, 2020 $ 10.0 Change in estimate 1.5 Settlements ( 0.7 ) Foreign currency impact ( 0.6 ) Balance December 31, 2021 $ 10.2 |
Acquisitions
Acquisitions | 12 Months Ended |
Dec. 31, 2021 | |
Business Combination and Asset Acquisition [Abstract] | |
Acquisitions | 10. Acquisitions In the fourth quarter of 2020, we acquired all of the issued and outstanding shares of 3DIEMME S.r.l. (“3DIEMME”), a dental treatment planning and dental computer aided-design/computer aided-manufacturing design software provider based in Italy. The 3DIEMME acquisition was completed primarily to expand treatment planning and design software offerings in our digital dentistry portfolio. In the fourth quarter of 2019, we acquired all of the issued and outstanding shares of Implant Concierge, LLC (“Implant Concierge”), a dental company that provides virtual implant planning, surgical guide design services and manufactures and sells surgical guides. The Implant Concierge acquisition was completed primarily to expand our offerings in our guided surgery and digital dentistry portfolio. In the third quarter of 2019, we acquired all of the issued and outstanding shares of Hakuho Company, Ltd. (“Hakuho”), a dental distributor primarily distributing Zimmer Biomet products based in Japan. The Hakuho acquisition was completed primarily to transition the distributor to a direct selling model in Japan. The total cash consideration paid for these acquisitions was $ 48.5 million. Additionally, we assigned fair values of $ 9.8 million at the acquisition dates for potential payments that are contingent on future product sales. The estimated fair value of the aggregate contingent payment liabilities was calculated based on the probability of achieving the specified sales growth and discounting to present value the estimated payments. We recognized goodwill of $ 25.4 million combined for these acquisitions. The goodwill related to the acquisitions represents the excess of the consideration transferred over the fair value of the net assets acquired. The goodwill related to the acquisitions is generated from the operational synergies and cross-selling opportunities we expect to achieve from the technologies acquired. None of the goodwill related to these acquisitions is deductible for tax purposes. We have not included pro forma information and certain other information under GAAP for these acquisitions because they did not have a material impact on our financial position or results of operations individually or in the aggregate. |
Goodwill and Other Intangible A
Goodwill and Other Intangible Assets | 12 Months Ended |
Dec. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Other Intangible Assets | 11. Goodwill and Other Intangible Assets The following table summarizes the changes in the carrying amount of goodwill by historical reportable segment (in millions): Spine less Asia Pacific Dental Total Balance at December 31, 2019 Goodwill, Gross $ 1,089.4 $ 398.9 $ 1,488.3 Accumulated impairment losses ( 1,089.4 ) — ( 1,089.4 ) Goodwill, Net — 398.9 398.9 Acquisitions — 12.8 12.8 Currency translation — 4.0 4.0 Impairment — ( 142.0 ) ( 142.0 ) Balance at December 31, 2020 Goodwill, Gross 1,089.4 415.7 1,505.1 Accumulated impairment losses ( 1,089.4 ) ( 142.0 ) ( 1,231.4 ) Goodwill, Net — 273.7 273.7 Acquisitions — — — Currency translation — ( 5.9 ) ( 5.9 ) Impairment — — — Balance at December 31, 2021 Goodwill, Gross 1,089.4 409.80 1,499.2 Accumulated impairment losses ( 1,089.4 ) ( 142.0 ) ( 1,231.4 ) Goodwill, Net $ — $ 267.8 $ 267.8 As discussed further in Note 10, we purchased 3DIEMME in 2020 and Implant Concierge and Hakuho in 2019, resulting in additional goodwill. In connection with the annual goodwill impairment test in the fourth quarter of 2021, we estimated the fair value of our Dental reporting unit, our only reporting unit with goodwill remaining, using the income and market approaches. In the annual 2021 test, our reporting unit exceeded its carrying value by more than 20 %. The impairment charge of $ 142.0 million in our Dental reporting unit in 2020 was primarily driven by the COVID-19 pandemic. Changes in the market caused an increase to the risk-adjusted discount rate utilized to discount our future estimated cash flows to present value, and we expected that the deferral of elective dental procedures would have an adverse effect on our cash flows. We estimated the cash flows from our Dental reporting unit might recover more slowly because many dental procedures are not covered by insurance. Therefore, we estimated that economic uncertainty would likely result in patients deferring dental procedures for a longer period of time than procedures involving our other products. We estimated the fair value of the Dental reporting unit based on income and market approaches. Fair value under the income approach was determined by discounting to present value the estimated future cash flows of the reporting unit. Fair value under the market approach utilized the guideline public company methodology, which uses valuation indicators from publicly-traded companies that are similar to our reporting unit and considers differences between our reporting unit and the comparable companies. In estimating the future cash flows of the Dental reporting unit, we utilized a combination of market and company-specific inputs that a market participant would use in assessing the fair value of its reporting units. The primary market input was revenue growth rate. These rates were based upon historical trends and estimated future growth drivers such as an aging global population, innovative new product offerings and increased demand for cosmetic dentistry procedures. The impact of declining revenues from the COVID-19 pandemic was included in the future cash flows. Significant company-specific inputs included assumptions regarding how the reporting unit could leverage operating expenses as revenue grows and the impact any of our differentiated products or new products will have on revenues. Under the guideline public company methodology, we took into consideration specific risk differences between our reporting unit and the comparable companies, such as recent financial performance, size risks and product portfolios, among other considerations. We will continue to monitor the fair value of our reporting unit in our interim and annual reporting periods. If our estimated cash flows decrease, we may have to record further impairment charges in the future. The components of identifiable intangible assets were as follows (in millions): Technology Trademarks Customer Relationships Other Total As of December 31, 2020: Intangible assets subject to amortization: Gross carrying amount $ 909.9 $ 149.9 $ 395.0 $ 55.2 $ 1,510.0 Accumulated amortization ( 373.8 ) ( 49.2 ) ( 150.0 ) ( 46.0 ) ( 619.0 ) Total identifiable intangible assets $ 536.1 $ 100.7 $ 245.0 $ 9.2 $ 891.0 As of December 31, 2021: Intangible assets subject to amortization: Gross carrying amount $ 873.9 $ 143.2 $ 380.0 $ 56.8 $ 1,453.9 Accumulated amortization ( 409.8 ) ( 56.2 ) ( 171.6 ) ( 50.1 ) ( 687.7 ) Total identifiable intangible assets $ 464.1 $ 87.0 $ 208.4 $ 6.7 $ 766.2 As discussed further in Note 10, we purchased 3DIEMME in 2020 and Implant Concierge in 2019, resulting in additional intangible assets. Estimated annual amortization expense based upon intangible assets recognized as of December 31, 2021 for the years ending December 31, 2022 through 2026 is (in millions): For the Years Ending December 31, 2022 $ 81.1 2023 80.4 2024 78.0 2025 75.2 2026 72.6 |
Other Current Liabilities
Other Current Liabilities | 12 Months Ended |
Dec. 31, 2021 | |
Other Current Liabilities [Abstract] | |
Other Current Liabilities | 12. Other Current Liabilities Other current liabilities consisted of the following (in millions): As of December 31, 2021 2020 Other current liabilities: License and service agreements $ 31.2 $ 42.6 Salaries, wages and benefits 41.0 40.5 Lease liabilities 12.6 14.0 Accrued liabilities 48.5 55.2 Total other current liabilities $ 133.3 $ 152.3 |
Debt
Debt | 12 Months Ended |
Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |
Debt | 13. Debt Zimmer Biomet utilizes a centralized approach to cash management and the financing of its operations. As part of the capitalization of various wholly-owned Zimmer Biomet subsidiaries, debt has been incurred between these subsidiaries. Borrowings by subsidiaries of the Spine and Dental businesses that are payable to subsidiaries remaining w ith Zimmer Biomet were classified as debt due to parent. These balances settled in late 2021. Debt due to parent consisted of the following (in millions): As of December 31, 2021 2020 Current portion of debt due to parent $ — $ 17.6 Non-current portion of debt due to parent — 4.9 The borrowings from the Parent bore interest at various rates ranging from 1.3 % to 5.0 %, which may not be indicative of rates if transacted with an unrelated third party. In preparation for the distribution, we entered into a Credit Agreement, dated as of December 17, 2021 (the “Credit Agreement”), with JP Morgan Chase Bank, N.A., as administrative agent and syndication agent, and the lenders and issuing banks named therein. The Credit Agreement provides for revolving loans of up to $ 175.0 million (the “Revolver”) and term loan borrowings of up to $ 595.0 million which were not used as of December 31, 2021. Subsequent Event On February 28, 2022 we borrowed the entire $ 595.0 million of available term loan borrowings (the “Original Term Loan Borrowing”) and on March 1, 2022, we prepaid $ 34.0 million of the Original Term Loan Borrowing (the $ 561.0 million of term borrowings following such prepayment being referred to as the “Term Loan” and, together with the Revolver, the “Credit Facility”). The Credit Facility has an initial term of five years . Subject to reduction as a result of the $ 34.0 million prepayment of the Original Term Loan Borrowing on March 1, 2022, the Term Loan will amortize in equal quarterly installments in an aggregate amount equal to (i) 2.5 % per annum of the original principal amount of the Original Term Loan Borrowing for the first two years of the facility, (ii) 5.0 % per annum of the original principal amount of the Original Term Loan Borrowing for the following year of the facility and (iii) 10.0 % per annum of the original principal amount of the Original Term Loan Borrowing for the last two years of the facility, commencing at the end of the fiscal quarter ending June 30, 2022, with the unpaid balance due in full on the maturity date. We are permitted to voluntarily prepay the loans under the Credit Facility at any time without premium or penalty, other than breakage fees. We may request, subject to obtaining commitments from any participating lenders and certain other conditions, incremental commitments to increase the amount of the Revolver or the Term Loan available under the Credit Facility in an aggregate principal amount equal to $ 70.0 million, plus additional amounts, subject to the terms and conditions of the Credit Facility. Borrowings under the Revolver and the Term Loan bear interest, in the case of each term benchmark borrowing, at the adjusted term secured overnight financing rate (“SOFR”) for the interest period in effect for such borrowing, plus an applicable margin, which will range from 1.50 % to 1.75 %, based on ZimVie's consolidated total net leverage ratio. Borrowings under the Credit Facility that are not term benchmark borrowings bear interest at a per annum rate equal to (a) the greatest of (i) the prime rate in effect on such day, (ii) the Federal Reserve Bank of New York rate in effect on such day plus 1 ⁄ 2 of 1% and (iii) the adjusted term SOFR for a one month interest period as published two U.S. government securities business days prior to such day (or if such day is not a business day, the immediately preceding business day) plus 1%, plus (b) an applicable margin, which may range from 0.50% to 0.75%, based on ZimVie's consolidated total net leverage ratio. As of March 1, 2022, the applicable margin was 1.75% for term benchmark borrowings and 0.75% for benchmark borrowings. Commitments under the Revolver are subject to a commitment fee on the unused portion of the Revolver of 25 basis points. Borrowings under the Credit Facility are collateralized by substantially all of our personal property, including intellectual property, and certain real property and we, along with our subsidiaries party to the Credit Facility, pledged our equity interests in our subsidiaries, subject to materiality thresholds and certain limitations with respect to foreign subsidiaries. The Credit Facility contains various covenants that restrict our ability to take certain actions, including incurrence of indebtedness, creation of liens, mergers or consolidations, dispositions of assets, making certain investments, prepayments or redemptions of subordinated debt, or making certain restricted payments. In addition, the Credit Facility contains financial covenants that require us to maintain at the end of any of our fiscal quarters commencing with the fiscal quarter ending June 30, 2022, a maximum consolidated total net leverage ratio of 6.00 to 1.00 . The Credit Facility also contains various customary events of default, including payment defaults, defaults under certain other indebtedness, and a change of control. As of March 31, 2022, there were no borrowings under the Revolver. |
Retirement Benefit Plans
Retirement Benefit Plans | 12 Months Ended |
Dec. 31, 2021 | |
Retirement Benefits [Abstract] | |
Retirement Benefit Plans | 14. Retirement Benefit Plans We sponsor defined contribution plans for substantially all of the employees in the U.S. and certain employees in other countries. The benefits offered under these plans are reflective of local customs and practices in the countries concerned. We expensed $ 6.1 million, $ 6.1 million and $ 6.6 million related to these plans for the years ended December 31, 2021, 2020 and 2019, respectively. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 15. Income Taxes The tax provisions have been prepared on a separate return basis as if we were a separate group of companies under common ownership. The operations have been combined as if we were filing on a combined basis for U.S. federal, U.S. state and non-U.S. income tax purposes, where allowable by law. As discussed in Note 2, certain NOLs, tax credit carry forwards and unrecognized tax benefits have been recognized in accordance with the separate return method but did not carry over to ZimVie in connection with the distribution. The components of loss before income taxes consisted of the following (in millions): For the Years Ended December 31, 2021 2020 2019 U.S. operations $ ( 19.0 ) $ ( 137.5 ) $ 36.5 Foreign operations ( 82.3 ) ( 83.8 ) ( 64.2 ) Total $ ( 101.3 ) $ ( 221.3 ) $ ( 27.7 ) The (benefit) provision for income taxes and the income taxes paid consisted of the following (in millions): For the Years Ended December 31, 2021 2020 2019 Current: Federal $ 3.5 $ ( 30.0 ) $ 12.8 State 1.6 3.0 0.6 Foreign 10.8 7.0 5.2 Total current taxes 15.9 ( 20.0 ) 18.6 Deferred: Federal ( 4.2 ) ( 2.9 ) ( 2.3 ) State ( 1.5 ) ( 1.2 ) ( 0.7 ) Foreign ( 16.2 ) ( 18.2 ) ( 15.4 ) Total deferred taxes ( 21.9 ) ( 22.3 ) ( 18.4 ) (Benefit) provision for income taxes $ ( 6.0 ) $ ( 42.3 ) $ 0.2 Net income taxes paid $ 12.1 $ 4.7 $ 8.4 A reconciliation of the income tax benefit at the U.S. statutory income tax rate to our income tax (benefit) provision is as follows (in millions): For the Years Ended December 31, 2021 2020 2019 Income tax benefit at the U.S. statutory rate $ ( 21.3 ) $ ( 46.5 ) $ ( 5.8 ) State taxes, net of federal deduction 0.2 1.7 0.4 Tax impact of foreign operations, including U.S. 2.3 ( 0.8 ) 8.2 Change in valuation allowance 13.2 7.4 ( 1.9 ) Non-deductible expenses 1.7 0.9 1.0 Goodwill impairment — 29.8 — Tax rate change ( 2.7 ) ( 6.5 ) ( 0.8 ) R&D tax credit ( 0.9 ) ( 0.6 ) ( 0.8 ) Share-based compensation — — ( 0.6 ) Net uncertain tax positions, including interest and 1.3 ( 26.2 ) 1.6 Other 0.2 ( 1.5 ) ( 1.1 ) Income tax (benefit) provision $ ( 6.0 ) $ ( 42.3 ) $ 0.2 The components of deferred taxes consisted of the following (in millions): As of December 31, 2021 2020 Deferred tax assets: Inventory $ 69.0 $ 71.8 Net operating loss carryover 38.6 31.0 Tax credit carryover 3.1 1.8 Product liability and litigation 1.3 0.9 Accrued liabilities 3.1 4.6 Share-based compensation 2.4 1.6 Accounts receivable 5.1 4.1 Other 0.1 0.4 Total deferred tax assets 122.7 116.2 Less: Valuation allowances ( 38.3 ) ( 29.7 ) Total deferred tax assets after valuation allowances 84.4 86.5 Deferred tax liabilities: Fixed assets 15.6 17.7 Intangible assets 179.4 212.0 Other 0.4 — Total deferred tax liabilities 195.4 229.7 Total net deferred income taxes $ ( 111.0 ) $ ( 143.2 ) We establish valuation allowances when necessary to reduce the deferred tax assets to amounts we expect to realize. As of December 31, 2021, 2020 and 2019, we had a valuation allowance of $ 38.3 million, $ 29.7 million and $ 22.3 million respectively, related to net operating loss carryforwards, capital loss carryforwards and tax credit carryforwards that are not anticipated to be realized prior to expiration. The increase to the valuation allowance of $ 8.6 million during 2021 was primarily driven by additional losses generated, partially offset by changes in tax rates. The increase to the valuation allowance of $ 7.8 million during 2020 was primarily driven by additional losses generated, and the decrease of $ 0.4 million during 2019 was primarily driven by the effects of foreign currency. At December 31, 2021, net operating loss and tax credit carryovers available to reduce future federal, state and foreign taxable earnings consisted of the following (in millions): Expiration Period Net operating Tax credit 2022-2026 $ — $ — 2027-2031 10.9 3.1 2032-2041 1.9 — Indefinite 25.8 — Total $ 38.6 $ 3.1 Valuation allowances $ 35.4 $ 2.9 We intend to repatriate cash when the additional tax related to remitting earnings is deemed immaterial as a portion of these earnings has already been taxed as toll tax or GILTI and is not subject to further U.S. federal tax. Portions of the additional tax would also be offset by allowable foreign tax credits. We have $ 2.0 billion earned overseas that is expected to be permanently reinvested outside of the U.S. and accordingly no deferred tax liability has been recorded. If we decide at a later date to repatriate these earnings to the U.S., we would be required to provide for the net tax effects on these amounts. We expect the majority of these unremitted earnings would be subject to federal tax and state tax, in addition to withholding tax in many jurisdictions. The exact amount of the tax cost to remit these earnings is not determinable. The following is a tabular reconciliation of the total amounts of unrecognized tax benefits (in millions): For the Years Ended December 31, 2021 2020 2019 Balance at January 1 $ 46.9 $ 69.2 $ 69.6 Decreases related to prior periods — — — Increases related to current period 0.1 0.1 0.1 Decrease related to settlements with taxing authorities ( 0.1 ) — — Decreases related to lapse of statute of limitations — ( 22.4 ) ( 0.5 ) Balance at December 31 $ 46.9 $ 46.9 $ 69.2 Amounts impacting effective tax rate, if recognized $ 46.3 $ 46.3 $ 68.2 Interest and penalty expense related to unrecognized $ 1.6 $ ( 5.5 ) $ 2.9 Total accrued interest and penalties balance at 9.0 7.4 12.9 We operate on a global basis and are subject to numerous and complex tax laws and regulations. Additionally, tax laws have and continue to undergo rapid changes in both application and interpretation by various countries, including state aid interpretations and the Organization for Economic Cooperation and Development led initiatives. Our income tax filings are subject to examinations by taxing authorities throughout the world. Income tax audits may require an extended period of time to reach resolution and may result in significant income tax adjustments when interpretation of tax laws or allocation of company profits is disputed. Although ultimate timing is uncertain, the net amount of tax liability for unrecognized tax benefits may change within the next twelve months due to changes in audit status, expiration of statutes of limitations, settlements of tax assessments and other events. We do not expect a material change in unrecognized tax benefits over the next twelve months based on the current examination status. We are under continuous audit by the Internal Revenue Service (“IRS”) and other taxing authorities. During the course of these audits, we receive proposed adjustments from taxing authorities that may be material. Therefore, there is a possibility that an adverse outcome in these audits could have a material effect on our results of operations and financial condition. Our U.S. Federal income tax returns have been audited through 2015 and are currently under audit for years 2016-2019. State income tax returns are generally subject to examination for a period of 3 to 5 years after filing of the respective return. The state impact of any federal changes generally remains subject to examination by various states for a period of up to one year after formal notification to the states. We have various state income tax return positions in the process of examination, administrative appeals or litigation. In other major jurisdictions, open years are generally 2014 or later. |
Segment Data
Segment Data | 12 Months Ended |
Dec. 31, 2021 | |
Segment Reporting [Abstract] | |
Segment Data | 16. Segment Data Until the distribution, Zimmer Biomet’s chief operating decision maker (“CODM”) reviewed our operating results as part of multiple Zimmer Biomet operating segments. As we transitioned to an independent, publicly traded company, we consider our Chief Executive Officer our CODM. In the second quarter of 2021, he evaluated how he intended to allocate resources to achieve our operating profit goals and review business performance. As a result of that evaluation, beginning in the second quarter, we operate through two operating segments, 1) the spine products segment, and 2) the dental products segment. Our operating segments are a change from how the Zimmer Biomet CODM reviewed our operating results. Our two operating segments also constitute our reportable segments. Beginning in the second quarter of 2021, our CODM evaluates performance based upon segment operating profit exclusive of certain expenses or gains that our CODM does not include when evaluating segment performance. These expenses and gains include related party transactions; expenses incurred by us related to Parent’s products and operating expenses pertaining to intangible asset amortization: goodwill impairment; restructuring expenses; acquisition, integration, divestiture and related expenses; and other various charges. Other various charges include share-based compensation, third-party costs incurred to establish initial compliance for previously-approved products with the European Union Medical Device Regulation, third-party costs related to compliance with a deferred prosecution agreement between Zimmer Biomet and the Department of Justice, allocation of costs from the 2019 Restructuring Plan, allocation of costs related to Zimmer Biomet’s integration activities of acquired businesses, and the impact from excess and obsolete inventory on certain product lines we intend to discontinue, as well as other expenses. Intercompany transactions have been eliminated from segment operating profit. The information presented in all of the years below is in accordance with this reportable segment operating profit structure. Our CODM does not review asset information by operating segment. Net sales and other information by segment is as follows (in millions): Net Sales Operating (Loss) Profit Depreciation and Amortization Year Ended December 31, Year Ended December 31, Year Ended December 31, 2021 2020 2019 2021 2020 2019 2021 2020 2019 Spine $ 540.3 $ 529.1 $ 607.6 $ 54.8 $ 56.2 $ 67.3 $ 32.7 $ 39.9 $ 42.0 Dental 468.5 367.8 414.0 88.1 39.8 66.3 3.6 4.2 4.4 Segment Total 1,008.8 896.9 1,021.6 142.9 96.0 133.6 36.3 44.1 46.4 Related party transactions 5.8 15.5 33.9 ( 63.8 ) ( 54.6 ) ( 46.3 ) — — — Expenses related to Parent — — — ( 1.1 ) ( 8.2 ) ( 4.7 ) — — — Intangible asset amortization — — — ( 86.2 ) ( 85.5 ) ( 83.4 ) 86.2 85.5 83.4 Goodwill impairment — — — — ( 142.0 ) — — — — Restructuring — — — ( 3.3 ) ( 9.7 ) ( 1.8 ) — — — Acquisition, integration, — — — ( 24.1 ) ( 2.2 ) ( 3.2 ) — — — Other — — — ( 64.9 ) ( 16.4 ) ( 22.0 ) 7.2 4.7 5.3 Total $ 1,014.6 $ 912.4 $ 1,055.5 $ ( 100.5 ) $ ( 222.6 ) $ ( 27.8 ) $ 129.7 $ 134.3 $ 135.1 We conduct business in the following countries that hold 10% or more of our total combined property, plant and equipment, net (in millions): As of December 31, 2021 2020 U.S. $ 128.4 $ 130.4 Other countries 51.8 53.0 Property, plant and equipment, net $ 180.2 $ 183.4 U.S. sales were $ 675.6 million, $ 615.7 million and $ 697.6 million for the years ended December 31, 2021, 2020 and 2019, respectively. Sales within any other individual country were less than 10 % of our combined sales in each of those years. No single customer accounted for 10% or more of our sales in the years ended December 31, 2021, 2020 and 2019. |
Leases
Leases | 12 Months Ended |
Dec. 31, 2021 | |
Leases [Abstract] | |
Leases | 17. Leases In our combined financial statements, we have recognized the right-of-use assets and lease liabilities and related expense of leases that were expected to transfer to ZimVie at closing of the distribution. For leases that we share with Zimmer Biomet and will remain the responsibility of Zimmer Biomet, no assets nor liabilities have been recognized on our combined balance sheets and any lease expense has been included in allocated costs from Zimmer Biomet. Information on our leases is as follows ($ in millions): For the Years Ended December 31, 2021 2020 2019 Lease cost $ 14.7 $ 14.9 $ 14.2 Cash paid for leases recognized in operating cash 15.9 14.3 13.6 Right-of-use assets obtained in exchange for new 7.6 9.2 4.4 As of December 31, 2021 2020 Right-of-use assets recognized in Other assets $ 49.3 $ 59.4 Lease liabilities recognized in Other current 12.6 14.0 Long-term lease liabilities 45.3 52.6 Weighted-average remaining lease term 5.3 years 5.7 years Weighted-average discount rate 2.8 % 2.9 % Total lease cost for 2019 was $ 14.2 million. Our variable lease costs are not significant. Our future minimum lease payments as of December 31, 2021 were (in millions): For the Years Ending December 31, 2022 $ 13.9 2023 12.6 2024 11.7 2025 9.0 2026 7.5 Thereafter 7.6 Total 62.3 Less imputed interest ( 4.4 ) Total $ 57.9 |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2021 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 18. Related Party Transactions Prior to the distribution, we did not operate as a standalone business and had various relationships with Zimmer Biomet whereby Zimmer Biomet provided services to us. The following disclosures summarize activity between us and Zimmer Biomet that are included in our combined financial statements. Corporate Overhead and Other Allocations from Zimmer Biomet Zimmer Biomet provided certain services, which include, but are not limited to, executive oversight, treasury, finance, legal, human resources, tax planning, internal audit, financial reporting, information technology and other corporate departments. Some of these services are being provided by Zimmer Biomet to ZimVie on a temporary basis after the separation under a transition services agreement. The expenses related to these services have been allocated based on direct usage or benefit where specifically identifiable, with the remainder allocated on a proportional cost allocation method based primarily on net trade sales, as applicable. When specific identification is not practicable, a proportional cost method was used primarily based on sales. Corporate allocations reflected in the combined statements of operations are as follows (in millions): For the Years Ended December 31, 2021 2020 2019 Cost of products sold $ 1.2 $ 3.1 $ 0.1 Selling, general & administrative 76.2 69.9 72.3 Acquisition, integration, divestiture and related 7.0 — — Management believes that the methods used to allocate expenses to ZimVie are a reasonable reflection of the utilization of services provided to, or the benefit derived by, ZimVie during the periods presented. However, the allocations may not necessarily reflect the combined financial position, results of operations and cash flows in the future or what they would have been had ZimVie been a separate, standalone entity during the periods presented. Share-Based Compensation As discussed in Note 5, our employees participated in Zimmer Biomet’s share-based compensation plans, the costs of which have been allocated and recorded in cost of products sold, R&D and selling, general and administrative expenses in the combined statements of operations. Share-based compensation costs related to our employees were $ 7.3 million, $ 5.9 million and $ 7.1 million for the years ended December 31, 2021, 2020 and 2019, respectively. Centralized Cash Management Zimmer Biomet uses a centralized approach to cash management and financing of operations. The majority of our subsidiaries were party to Zimmer Biomet’s cash pooling arrangements with several financial institutions to maximize the availability of cash for general operating and investing purposes. Under these cash pooling arrangements, cash balances were swept regularly from our accounts. Cash transfers to and from Zimmer Biomet’s cash concentration accounts and the resulting balances at the end of each reporting period were reflected in NPI and net transactions with Zimmer Biomet in the combined balance sheets and statements of cash flows, respectively. Manufacturing Services to Zimmer Biomet We have certain manufacturing facilities that also produce orthopedic products that continue to be sold by Zimmer Biomet after the separation. The combined statements of operations reflect the sales of these orthopedic products with Zimmer Biomet (in millions): For the Years Ended December 31, 2021 2020 2019 Related party net sales $ 5.8 $ 15.5 $ 33.9 Related party cost of products sold, excluding 4.2 10.2 24.5 Debt Due to Parent We had the following debt due to Zimmer Biomet (in millions): As of December 31, 2021 2020 Current portion of debt due to parent $ — $ 17.6 Non-current portion of debt due to parent — 4.9 Interest expense recognized on debt due to parent in our combined statements of operations was $ 0.3 million, $ 0.4 million and $ 0.2 million in the years ended December 31, 2021, 2020 and 2019, respectively. Refer to Note 13 for further detail. Net Parent Company Investment As discussed in the basis of presentation in Note 1, NPI is primarily impacted by contributions from Zimmer Biomet as a result of treasury activities and net funding provided by or distributed to Zimmer Biomet. The components of NPI are: For the Years Ended December 31, 2021 2020 2019 Cash pooling and general financing activities $ ( 5.6 ) $ 116.8 $ 113.8 Corporate cost allocations ( 84.4 ) ( 73.0 ) ( 72.4 ) Net transactions with Zimmer Biomet reflected in the ( 90.0 ) 43.8 41.4 Share-based compensation expense ( 7.3 ) ( 5.9 ) ( 7.1 ) Other non-cash adjustments ( 6.2 ) 3.5 ( 5.4 ) Net transactions with Parent reflected in the Combined $ ( 103.5 ) $ 41.4 $ 28.9 |
Quarterly Financial Information
Quarterly Financial Information | 12 Months Ended |
Dec. 31, 2021 | |
Quarterly Financial Information Disclosure [Abstract] | |
Quarterly Financial Information | 19. Quarterly Financial Information (Unaudited) 2021 Quarter Ended 2020 Quarter Ended ($ in millions) Mar 31, Jun 30, Sep 30, Dec 31, Mar 31, Jun 30, Sep 30, Dec 31, Third Party Sales $ 245.9 $ 263.6 $ 238.7 $ 260.6 $ 219.4 $ 152.4 $ 253.4 $ 271.7 Operating income (loss) 0.3 ( 5.2 ) ( 30.3 ) ( 65.3 ) ( 168.5 ) ( 50.6 ) ( 8.1 ) 4.6 Net Income (Loss) of the Spine and Dental Businesses of Zimmer Biomet Holdings, Inc. 0.3 ( 4.7 ) ( 30.2 ) ( 60.7 ) ( 165.6 ) ( 46.7 ) ( 3.3 ) 36.5 In the three-month period ended September 30, 2021, third-party net sales decreased by $ 24.9 million from the previous quarter related to a surge in COVID-19 cases resulting from the Omicron variant. In the three-month period ended December 31, 2021, we recorded $3 4.8 million of expense related to a brand rationalization initiative. In the three-month period ended March 31, 2020, we recorded goodwill impairment charges of $ 142.0 million. Net sales in the three-month period ended June 30, 2020 were negatively impacted by the onset of the COVID-19 pandemic. In the three-month period ended December 31, 2020, net income was impacted by a large income tax benefit due to release of reserves for uncertain tax positions related to the expiration of certain statutes of limitations. |
Allowance for Credit Losses
Allowance for Credit Losses | 12 Months Ended |
Dec. 31, 2021 | |
Allowance for Credit Loss [Abstract] | |
Allowance for Credit Losses | 20. Allowance for Credit Losses The following table presents the activity of our allowance for credit losses for the years ended December 31, 2021, 2020 and 2019: (in millions) As of December 31, 2021 2020 2019 Balance at Beginning of Period $ 18.9 $ 19.6 $ 25.5 Additions Charged to Expense 2.6 2.7 6.1 Deductions / Other Additions to Reserve (1) ( 4.7 ) ( 3.7 ) ( 11.9 ) Effects of Foreign Currency ( 0.3 ) 0.3 ( 0.1 ) Balance at End of Period $ 16.5 $ 18.9 $ 19.6 (1) 2020 Includes the $ 1.0 cumulative-effect adjustment related to the adoption of ASU Financial Instruments – Credit Losses (Topic 326). |
Significant Accounting Polici_2
Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Nature of Business | Nature of Business Our operations are principally managed on a products basis and include two operating segments, 1) the spine products segment, and 2) the dental products segment. In the spine products market, our core services include designing, manufacturing and distributing medical devices and surgical instruments to deliver comprehensive solutions for individuals with back or neck pain caused by degenerative conditions, deformities or traumatic injury of the spine. We also provide devices that promote bone healing. Other differentiated products in our spine portfolio include Mobi-C® Cervical Disc and The Tether. In the dental products market, our core services include designing, manufacturing and distributing dental implant solutions. Dental reconstructive implants are for individuals who are totally without teeth or are missing one or more teeth, dental prosthetic products are aimed at providing a more natural restoration to resemble the original teeth and dental regenerative products are for soft tissue and bone rehabilitation. Our key products include the T3® Implant, Tapered Screw-Vent Implant System, Trabecular Metal Dental Implant, BellaTek Encode Impression System and Puros Allograft Particulate. |
Basis of Presentation | Basis of Presentation We have historically existed and functioned as part of the consolidated business of Zimmer Biomet. The accompanying combined financial statements are prepared on a standalone basis and are derived from Zimmer Biomet’s consolidated financial statements and accounting records. The carve-out financial statements and accounting records present the combined balance sheets as of December 31, 2021 and 2020 and the combined statements of operations, combined statements of comprehensive income (loss), combined statements of changes in net parent investment ("NPI") and combined statements of cash flows for the years ended December 31, 2021, 2020, and 2019. The combined financial statements have been prepared in accordance with accounting principles generally accepted in the U.S. (“GAAP”). The combined statements of operations include all revenues and costs directly attributable to our business, including costs for facilities, functions and services we utilize. The combined statements of operations also include an allocation of expenses related to certain Zimmer Biomet commercial and corporate functions, including distribution, quality, regulatory, information technology, finance, executive, human resources and legal. These expenses have been allocated based on direct usage or benefit where specifically identifiable, with the remainder allocated on a proportional cost allocation method based primarily on net sales, as applicable. Management considers the expense methodology and resulting allocation to be reasonable for all periods presented; however, the allocations may not be indicative of actual expense that would have been incurred had we operated as an independent, publicly traded company for the periods presented. Actual costs that we may have incurred had we been a standalone company would depend on a number of factors, including the chosen organizational structure, whether functions were outsourced or performed by our employees and strategic decisions made in areas such as manufacturing, selling and marketing, research and development ("R&D"), information technology and infrastructure. The income tax amounts in the combined financial statements have been calculated on a separate return method and presented as if our operations were separate taxpayers in the respective jurisdictions. Following the distribution, certain functions that Zimmer Biomet provided to us prior to the distribution either continue to be provided to us by Zimmer Biomet under a transition services agreement or are being performed using our own resources or third-party service providers. Additionally, under manufacturing and supply agreements, we manufacture certain products for Zimmer Biomet and Zimmer Biomet manufactures certain products for us. We have incurred, and expect to continue to incur, certain costs to establish ourselves as a standalone public company, as well as ongoing additional costs associated with operating as an independent, publicly traded company. The combined balance sheets include assets and liabilities that have been determined to be specifically identifiable or otherwise attributable to us, including certain assets that were historically held at the corporate level in Zimmer Biomet. All intercompany accounts and transactions within ZimVie have been eliminated. All transactions between us and Zimmer Biomet previously resulting in intercompany balances are considered to be effectively settled in the combined financial statements at the time the transaction is recorded. The total net effect of the settlement of these transactions is reflected in the combined statement of cash flows as a financing activity and in the combined balance sheets as net parent company investment. See Part III, Item 13. "Certain Relationships and Related Transactions and Director Independence" for additional information on related party transactions with Zimmer Biomet. Zimmer Biomet maintains various employee benefits plans in which our employees participated, and a portion of the costs associated with these plans has been included in ZimVie's combined financial statements. The combined balance sheets do not include assets and liabilities relating to these plans because the Parent is the plan sponsor. Our equity balance in these combined financial statements represents the excess of total assets over liabilities including the due to/from balances between us and Zimmer Biomet (NPI) and accumulated other comprehensive income (loss) (“AOCI”). NPI is primarily impacted by contributions from Zimmer Biomet which are the result of treasury activities and net funding provided by or distributed to Zimmer Biomet. Our AOCI as of January 1, 2019 is based on the currency translation historically recorded on our specific assets and liabilities. Foreign currency translation recorded during the years ended December 31, 2021, 2020 and 2019 is based on currency movements specific to our combined financial statements. Zimmer Biomet utilized a central approach to treasury management and we historically participated in related cash pooling arrangements. Our cash and cash equivalents on the combined balance sheets represent cash balances from standalone entities that did not participate in such arrangements. We had no third-party borrowings in any period presented. All borrowings by us due to Zimmer Biomet attributable to our business are recorded as “debt due to parent” in the combined balance sheets and classified as current or non-current based on loan maturity dates. Zimmer Biomet’s third-party debt and related interest expense have not been attributed to us because we are not the legal obligor of the debt and the borrowings are not specifically identifiable to us. However, in connection with the distribution, we incurred indebtedness that will result in additional interest expense in future periods. See Note 13 for a description of our indebtedness. |
Use of Estimates | Use of Estimates - The combined financial statements are prepared in conformity with GAAP, which requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period, including allocations from Zimmer Biomet. We have made our best estimates, as appropriate under GAAP, in the recognition of our assets and liabilities. These estimates have considered the impact the COVID-19 pandemic may have on our financial position, results of operations and cash flows. Such estimates included, but were not limited to, determining the allocations of costs and expenses from Zimmer Biomet, variable consideration to our customers, our allowance for doubtful accounts for expected credit losses, the net realizable value of our inventory, the fair value of our goodwill and the recoverability of other long-lived assets. The estimates and associated assumptions are based on historical experience, complex judgements and various other factors that are believed to be reasonable under the circumstances. Actual results could differ materially from these estimates. |
Foreign Currency Translation | Foreign Currency Translation - The financial statements of our foreign subsidiaries are translated into U.S. Dollars using period-end exchange rates for assets and liabilities and average exchange rates for operating results. Unrealized translation gains and losses are included in AOCI in equity. When a transaction is denominated in a currency other than the subsidiary’s functional currency, we remeasure the transaction into the functional currency and recognize any transactional gains or losses in earnings. Foreign currency remeasurement gains recognized in our combined statements of operations in other income (expense), net were $ 0.5 million, $ 1.6 million and $ 0.2 million in the years ended December 31, 2021, 2020 and 2019, respectively. |
Shipping and Handling | Shipping and Handling - Amounts billed to customers for shipping and handling of products are reflected in net sales and are not significant. Expenses incurred related to shipping and handling of products are reflected in selling, general and administrative (“SG&A”) expenses and were $ 42.0 million, $ 37.0 million and $ 38.5 million for the years ended December 31, 2021, 2020 and 2019, respectively. |
Research and Development | Research and Development - We expense all R&D costs as incurred except when there is an alternative future use for the R&D. R&D costs include salaries, prototypes, depreciation of equipment used in R&D, consultant fees and service fees paid to collaborative partners. |
Commitments and Contingencies | Commitments and Contingencies - We are subject to contingencies, such as various claims, legal proceedings and investigations regarding product liability, intellectual property, commercial and other matters that arise in the normal course of business. On a quarterly and annual basis, we review relevant information with respect to loss contingencies and update our accruals, disclosures and estimates of reasonably possible losses or ranges of loss based on such reviews. We record liabilities for loss contingencies when it is probable that a loss has been incurred and the amount can be reasonably estimated. For matters where a loss is believed to be reasonably possible, but not probable, no accrual has been made. Legal defense costs expected to be incurred in connection with a loss contingency are accrued when probable and reasonably estimable. The recorded accrual balance for loss contingencies was $ 5.9 million and $ 5.7 million as of December 31, 2021 and 2020, respectively. Initiation of new legal proceedings or a change in the status of existing proceedings may result in a change in the estimated loss accrued. Subject to certain exceptions specified in the separation agreement by and between us and Zimmer Biomet, we assumed the liability for, and control of, all pending and threatened legal matters related to our business, including liabilities for any claims or legal proceedings related to products that had been part of our business, but were discontinued prior to the distribution, as well as assumed or retained liabilities, and will indemnify Zimmer Biomet for any liability arising out of or resulting from such assumed legal matters. |
Restructuring | Restructuring - A restructuring is defined as a program that is planned and controlled by management, and materially changes either the scope of a business undertaken by an entity, or the manner in which that business is conducted. Restructuring charges include (i) employee termination benefits, (ii) contract termination costs and (iii) other related costs associated with exit or disposal activities. In December 2019, the Board of Directors of Zimmer Biomet approved, and Zimmer Biomet initiated, a global restructuring program (the "2019 Restructuring Plan") with an objective of reducing costs to allow for further investment in higher priority growth opportunities. Restructuring charges for the years ended December 31, 2021, 2020 and 2019 for ZimVie were primarily attributable to this program. |
Acquisition, integration, divestiture and related | Acquisition, integration, divestiture and related - We use the financial statement line item, “Acquisition, integration, divestiture and related” to recognize expenses resulting from the consummation of business mergers and acquisitions and the related integration of those businesses, and expenses related to divestitures and related expenses including becoming a standalone entity. The expenses recognized in 2020 and 2019 primarily related to integration-related consulting, distributor terminations, severance and retention period compensation and benefits to employees that were terminated. The 2021 expenses were primarily related to the distribution that was completed on March 1, 2022. We have also incurred other various, less significant costs on projects that are similar to integration and restructurings focusing on reducing costs that have been recognized in this financial statement line item. Changes in estimates of contingent payments are also included in acquisition, integration, divestiture and related expenses. Contingent payments related to acquisitions consist of sales-based payments and are valued using discounted cash flow techniques. The fair value of sales-based payments is based upon probability-weighted future revenue estimates and increases as revenue estimates increase. See Note 10 fo r additional information regarding contingent payments related to acquisitions. |
Cash and Cash Equivalents | Cash and Cash Equivalents - We consider all highly liquid investments with an original maturity of three months or less to be cash equivalents. The carrying amounts reported in the balance sheet for cash and cash equivalents are valued at cost, which approximates their fair value . The cash presented on the balance sheet represents cash that was not subject to the Zimmer Biomet centralized cash management process. During the fourth quarter of 2021, Zimmer Biomet transitioned the ownership structure of all notional accounts to us resulting in additional cash balances. |
Accounts Receivable | Accounts Receivable - Accounts receivable consists of trade and other miscellaneous receivables. We grant credit to customers in the normal course of business and maintain an allowance for expected credit losses. We determine the allowance for credit losses by geographic market and take into consideration historical credit experience, creditworthiness of the customer and other pertinent information. We make concerted efforts to collect all accounts receivable, but sometimes we have to write-off the account against the allowance when we determine the account is uncollectible. Zimmer Biomet has receivables purchase arrangements with unrelated third parties to transfer portions of our trade accounts receivable balance. Our spine business historically participated in these arrangements. The purchase arrangements in the U.S. and Japan were terminated during the year ended December 31, 2020, but the arrangements continued in Europe in 2021. Funds received from the transfers were recorded as an increase to cash and a reduction to accounts receivable outstanding in our combined balance sheets. The cash flows attributable to the sale of receivables to third parties were reported in cash flows from operating activities in our combined statements of cash flows. Net expenses resulting from the sales of receivables were recognized in SG&A expense. Net expenses included any resulting gains or losses from the sales of receivables, credit insurance and factoring fees. Under the previous arrangements in the U.S. and Japan, any collections that we made that were unremitted to the third parties were recognized on our combined balance sheets under other current liabilities and in our combined statements of cash flows in financing activities. In Europe, we have no continuing involvement with the factored receivable. |
Inventories | Inventories - Inventories are stated at the lower of cost and net realizable value, with cost determined on a first-in first-out basis or on an average cost basis, depending on the jurisdiction. |
Property, Plant and Equipment | Property, Plant and Equipment - Property, plant and equipment is carried at cost less accumulated depreciation. Depreciation is computed using the straight-line method based on estimated useful lives of ten to forty years for buildings and improvements and three to eight years for machinery and equipment. Maintenance and repairs are expensed as incurred. We review property, plant and equipment for impairment whenever events or changes in circumstances indicate that the carrying value of an asset group may not be recoverable. An impairment loss would be recognized when estimated future undiscounted cash flows relating to the asset are less than its carrying amount. An impairment loss is measured as the amount by which the carrying amount of an asset exceeds its fair value. |
Software Costs | Software Costs - We capitalize certain computer software and software development costs incurred in connection with developing or obtaining computer software for internal use when both the preliminary project stage is completed and it is probable that the software will be used as intended. Capitalized software costs generally include external direct costs of materials and services utilized in developing or obtaining computer software and compensation and related benefits for employees who are directly associated with the software project. Capitalized software costs are included in property, plant and equipment on our balance sheet and amortized on a straight-line or weighted average estimated user basis when the software is ready for its intended use over the estimated useful lives of the software, which approximate three to fifteen years. For cloud computing arrangements that are considered a service contract, our capitalization of implementation costs is aligned with the internal use software requirements. However, on our combined balance sheet these implementation costs are recognized in other non-current assets. On our combined statements of cash flows, these implementation costs are recognized in operating cash flows. The implementation costs are recognized on a straight-line basis over the expected term of the related service contract. |
Instruments | Instruments - Instruments are hand-held devices used by surgeons during surgical procedures. Instruments are recognized as long-lived assets and are included in property, plant and equipment. Undeployed instruments are carried at cost or realizable value. Instruments that have been deployed to be used in surgeries are carried at cost less accumulated depreciation. Depreciation is computed using the straight-line method based on average estimated useful lives, determined principally in reference to associated product life cycles, primarily five years. We review instruments for impairment whenever events or changes in circumstances indicate that the carrying value of an instrument may not be recoverable. Depreciation of instruments is recognized in SG&A expense. |
Goodwill | Goodwill - Goodwill is not amortized but is subject to annual impairment tests. Goodwill has been assigned to reporting units. Potential impairment of a reporting unit is identified by either comparing a reporting unit’s estimated fair value to its carrying amount or doing a qualitative assessment of a reporting unit’s fair value from the last quantitative assessment to determine if there is potential impairment. We may do a qualitative assessment when the results of the previous quantitative test indicated the reporting unit’s estimated fair value was significantly in excess of the carrying value of its net assets, and we do not believe there have been significant changes in the reporting unit’s operations that would significantly decrease its estimated fair value or significantly increase its net assets. If a quantitative assessment is performed, the fair value of the reporting unit and the fair value of goodwill are determined based upon a discounted cash flow analysis and/or use of a market approach by looking at market values of comparable companies. Significant assumptions are incorporated into our discounted cash flow analysis such as estimated revenue growth rates, forecasted operating expenses and a risk-adjusted discount rate. Factors that could result in cash flows being lower than our current estimates include: 1) additional recurrence of the COVID-19 virus, including variants, causes hospitals to defer elective surgical procedures, 2) decreased revenues caused by unforeseen changes in the healthcare market, or our inability to generate new product revenue from our research and development activities, and 3) our inability to achieve the estimated operating margins in our forecasts from our restructuring programs, cost saving initiatives, and other unforeseen factors. Additionally, changes in the broader economic environment could cause changes to our estimated discount rate and comparable company valuation indicators, which may impact our estimated fair value. We perform this test in the fourth quarter of the year or whenever events or changes in circumstances indicate that the fair value of the reporting unit is more likely than not below its carrying amount. If the fair value of the reporting unit is less than its carrying value, an impairment loss is recorded in the amount that the carrying value of the business unit exceeds the fair value. See Note 11 for more information regarding goodwill. |
Intangible Assets | Intangible Assets - Intangible assets are initially measured at their fair value. We have determined the fair value of our intangible assets either by the fair value of the consideration exchanged for the intangible asset or the estimated after-tax discounted cash flows expected to be generated from the intangible asset. Intangible assets with a finite life, including technology, certain trademarks and trade names, customer-related intangibles, intellectual property rights and patents and licenses, are amortized on a straight-line basis over their estimated useful life or contractual life, which may range from less than one year to twenty years. Intangible assets with a finite life are tested for impairment whenever events or circumstances indicate that the carrying amount may not be recoverable. In determining the useful lives of intangible assets, we consider the expected use of the assets and the effects of obsolescence, demand, competition, anticipated technological advances, changes in surgical techniques, market influences and other economic factors. For technology-based intangible assets, we consider the expected life cycles of products, absent unforeseen technological advances, which incorporate the corresponding technology. Trademarks and trade names that are related to products expected to be phased out are assigned lives consistent with the period in which the products bearing each brand are expected to be sold. For customer relationship intangible assets, we assign useful lives based upon historical levels of customer attrition. Intellectual property rights are assigned useful lives that approximate the contractual life of any related patent or the period for which we maintain exclusivity over the intellectual property. |
Revenue Recognition | Revenue Recognition - We recognize revenue when our performance obligations under the terms of a contract with our customer are satisfied. This happens when we transfer control of our products to the customer, which generally occurs upon implantation or when title passes upon shipment. Revenue is measured as the amount of consideration we expect to receive in exchange for transferring our product. Taxes collected from customers and remitted to governmental authorities are excluded from revenues. We sell products through three principal channels: 1) direct to healthcare institutions, referred to as direct channel accounts; 2) through stocking distributors and healthcare dealers; and 3) directly to dental practices and dental laboratories. In direct channel accounts and with some healthcare dealers, inventory is generally consigned to sales agents or customers so that products are available when needed for surgical procedures. No revenue is recognized upon the placement of inventory into consignment, as we retain the ability to control the inventory. Upon implantation, we issue an invoice and revenue is recognized. Our spine sales are predominantly recognized under the consignment revenue model. Pricing for products is generally predetermined by contracts with customers, agents acting on behalf of customer groups or by government regulatory bodies, depending on the market. Price discounts under group purchasing contracts are generally linked to volume of implant purchases by customer healthcare institutions within a specified group. At negotiated thresholds within a contract buying period, price discounts may increase. Payment terms vary by customer but are typically less than 90 days. With sales to stocking distributors, some healthcare dealers and hospitals, dental practices and dental laboratories, revenue is generally recognized when control of our product passes to the customer, which is typically upon shipment of the product. Our dental business predominantly recognizes revenue related to product sales at a point in time following the transfer of control of such products to the customer, which generally occurs upon shipment, or delivery depending on the terms of the underlying contracts. These customers may purchase items in large quantities if incentives are offered or if there are new product offerings in a market, which could cause period-to-period differences in sales. It is our accounting policy to account for shipping and handling activities as a fulfillment cost rather than as an additional promised service. We have contracts with these customers or orders may be placed from available price lists. Payment terms vary by customer but are typically less than 90 days. We offer standard warranties to our customers that our products are not defective. These standard warranties are not considered separate performance obligations. In limited circumstances, we offer extended warranties that are separate performance obligations. We have very few contracts that have multiple performance obligations. Since we do not have significant multiple element arrangements and essentially all of our sales are recognized upon implantation of a product or when title passes, very little judgment is required to allocate the transaction price of a contract or determine when control has passed to a customer. Our costs to obtain contracts consist primarily of sales commissions to employees or third-party agents that are earned when control of our product passes to the customer. Therefore, sales commissions are expensed as part of SG&A expenses at the same time revenue is recognized. Accordingly, we do not have significant contract assets, liabilities or future performance obligations. We offer volume-based discounts, rebates, prompt pay discounts, right of return and other various incentives that we account for under the variable consideration model. If sales incentives may be earned by a customer for purchasing a specified amount of our product, we estimate whether such incentives will be achieved and recognize these incentives as a reduction in revenue in the same period the underlying revenue transaction is recognized. We primarily use the expected value method to estimate incentives. Under the expected value method, we consider the historical experience of similar programs, as well as review sales trends on a customer-by-customer basis, to estimate what levels of incentives will be earned. Occasionally, products are returned and, accordingly, we maintain an estimated refund liability based upon the expected value method that is recorded as a reduction in revenue. |
Leases | Leases - We lease most of our manufacturing facilities, various office space, vehicles and other less significant assets throughout the world. Our contracts contain a lease if they convey a right to control the use of an identified asset, either explicitly or implicitly, in exchange for consideration. As allowed by GAAP, we have elected not to recognize a right-of-use asset nor a lease liability for leases with an initial term of twelve months or less. Additionally, we have elected not to separate non-lease components from the leased components in the valuation of our right-of-use asset and lease liability for all asset classes. Our lease contracts are a necessary part of our business, but we do not believe they are significant to our overall operations. We do not have any significant finance leases. Additionally, we do not have significant leases: where we are considered a lessor; where we sublease our assets; with an initial term of twelve months or less; with related parties; with residual value guarantees; that impose restrictions or covenants on us; or that have not yet commenced, but create significant rights and obligations against us. Our real estate leases generally have terms of between five to ten years and contain lease extension options that can vary from month-to-month extensions to up to five-year extensions. We include extension options in our lease term if we are reasonably certain to exercise that option. In determining whether an extension is reasonably certain, we consider the uniqueness of the property for our needs, the availability of similar properties, whether the extension period payments remain the same or may change due to market rates or fixed price increases in the contract, and other economic factors. Our vehicle leases generally have terms of between three to five years and contain lease extension options on a month-to-month basis. Our vehicle leases are generally not reasonably certain to be extended. Under GAAP, we are required to discount our lease liabilities to present value using the rate implicit in the lease, or our incremental borrowing rate for a similar term as the lease term if the implicit rate is not readily available. We generally do not have adequate information to know the implicit rate in a lease and therefore use our incremental borrowing rate. Under GAAP, the incremental borrowing rate must be on a collateralized basis. As our current term loan is secured we are able to use our debt interest rate for the implicit rate on our leases. |
Income Taxes | Income Taxes - Prior to the distribution, we were included in the consolidated U.S. federal, foreign, and certain state income tax returns of Zimmer Biomet, where applicable. The tax provision and current and deferred tax balances have been prepared on a separate-return basis as if we were a separate filer. Deferred tax assets and liabilities are determined based on the differences between the financial statements and tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in income in the period the new tax rate is enacted. As a result of applying the separate filer approach, actual tax transactions included in the consolidated financial statements of Zimmer Biomet may not be included in our combined financial statements. Similarly, the tax treatment of certain items reflected in the combined financial statements may not be reflected in the consolidated financial statements and tax returns of Zimmer Biomet. Therefore, portions of items such as net operating losses (“NOLs”), credit carryforwards, other deferred taxes and valuation allowances may exist in the combined financial statements that may or may not exist in Zimmer Biomet’s consolidated financial statements and vice versa. In addition, although deferred tax assets have been recognized for NOLs and tax credits in accordance with the separate return method, certain NOLs and credits did not carry over with ZimVie in connection with the distribution. The income taxes as presented in the combined financial statements may not be indicative of the income taxes that we will incur in the future. Any differences between actual amounts paid or received by ZimVie have been reflected in net parent company investment. We reduce our deferred tax assets by a valuation allowance if it is more likely than not that we will not realize some portion or all of the deferred tax assets. In making such determination, we consider all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax planning strategies and recent financial operations. In the event we were to determine that we would be able to realize our deferred income tax assets in the future in excess of their net recorded amount, we would make an adjustment to the valuation allowance that would reduce the provision for income taxes. We operate on a global basis and are subject to numerous and complex tax laws and regulations. Our income tax filings are regularly under audit in multiple federal, state and foreign jurisdictions. Income tax audits may require an extended period of time to reach resolution and may result in significant income tax adjustments when interpretation of tax laws or allocation of company profits is disputed. Because income tax adjustments in certain jurisdictions can be significant, we record accruals representing management’s best estimate of the probable resolution of these matters. To the extent additional information becomes available, such accruals are adjusted to reflect the revised estimated probable outcome. We record Global Intangible Low-Taxed Income (“GILTI”) tax as a period cost. We report tax-related interest and penalties as a component of income tax expense. |
Derivative Financial Instruments | Derivative Financial Instruments - Zimmer Biomet is exposed to certain market risks relating to its ongoing business operations, including foreign currency exchange rate risk, commodity price risk, interest rate risk and credit risk. Zimmer Biomet uses derivative instruments to manage its interest rate risk and foreign currency exchange rate risk. We participated in Zimmer Biomet’s cash flow hedging program intended to minimize the effects of foreign currency exchange rate movements on cash flows. Our revenues are generated in various currencies throughout the world. However, a significant amount of our inventory is produced in U.S. Dollars. Therefore, movements in foreign currency exchange rates may have different proportional effects on our revenues compared to our cost of products sold. To minimize the effects of foreign currency exchange rate movements, Zimmer Biomet hedges intercompany sales of inventory expected to occur within the next 30 months with foreign currency exchange forward contracts. Zimmer Biomet centralizes its foreign currency exchange rate exposures across its businesses and enters into the forward contracts at the Parent. Due to this centralization and the Parent being the legal obligor of the foreign currency exchange forward contracts, no amounts have been recorded by us on the combined balance sheet. The combined statements of operations include the impact of Zimmer Biomet’s cash flow hedges that are deemed to be associated with our operations and have been allocated utilizing a proportional allocation method based on costs of goods sold. The amounts allocated to us recognized in cost of products sold, excluding intangible asset amortization, were zero in the year ended December 31, 2021 and gains of $ 2.0 million and $ 1.7 million in the years ended December 31, 2020 and 2019, respectively. |
Accumulated Other Comprehensive Income (Loss) | Accumulated Other Comprehensive Income (Loss) - AOCI refers to gains and losses that under GAAP are included in comprehensive income but are excluded from net earnings as these amounts are recorded directly as an adjustment to equity. Our AOCI is comprised of foreign currency translation adjustments. There are no reclassifications from AOCI to net earnings for the periods presented herein. Further, there are no tax effects related to AOCI for the periods presented. |
Noncontrolling Interest | Noncontrolling Interest - We had an investment in a company in which we had a controlling financial interest, but not 100% of the equity. In the year ended December 31, 2020, we acquired the remaining equity from the minority shareholder. The acquisition of the remaining equity interest was recognized as an equity transaction. Further information related to the noncontrolling interest of this investment has not been provided as it is not significant to our combined financial statements. |
Net Parent Company Investment | Net Parent Company Investment - NPI in the combined balance sheets represents Zimmer Biomet’s historical investment in ZimVie, the accumulated net earnings after taxes and the net effect of the transactions with and allocations from Zimmer Biomet. |
Accounting Pronouncements Recently Adopted | Accounting Pronouncements Recently Adopted In June 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standard Update (“ASU”) 2016-13, Financial Instruments – Credit Losses (Topic 326). The new guidance describes the current expected credit loss (“CECL”) model, which requires an estimate of expected impairment on financial instruments over the lifetime of the assets at each reporting date. Financial instruments in scope of the guidance include financial assets measured at amortized cost. Previous accounting guidance required recognition of impairment when it was probable the loss has been incurred. Under the CECL model, lifetime expected credit losses are measured and recognized at each reporting date based on historical experience, current conditions and forecasted information. We adopted this standard as of January 1, 2020. Adoption of this standard required the modified retrospective transition method, which resulted in a cumulative-effect adjustment to NPI of $ 1.0 million. The adoption primarily impacted our trade receivables. Our concentrations of credit risks are limited due to the large number of customers and their dispersion across a number of geographic areas. Substantially all of our trade receivables are concentrated in the public and private hospital and healthcare industry in the U.S. and internationally or with distributors or dealers who operate in international markets. Our historical credit losses have not been significant due to this dispersion and the financial stability of our customers. We consider credit losses immaterial to our business and, therefore, have not provided all the disclosures otherwise required by the standard. In August 2018, the FASB issued ASU 2018-15, Intangibles-Goodwill and Other-Internal-Use Software. ASU 2018-15 aligns the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software. Our policy for capitalizing implementation costs in a hosting arrangement was already aligned with the new guidance. ASU 2018-15 also provides guidance on how these implementation costs are to be recorded in the statement of operations, balance sheet and statement of cash flows. We adopted this standard on a prospective basis as of January 1, 2020. The adoption of this standard did not have a material impact on our financial position, results of operations or cash flows. In December 2019, the FASB issued ASU 2019-12, Simplifying the Accounting for Income Taxes. ASU 2019-12 eliminates certain exceptions in the current rules regarding the approach for intraperiod tax allocations and the methodology for calculating income taxes in an interim period, and clarifies the accounting for transactions that result in a step-up in the tax basis of goodwill, among other things. We adopted this standard on a prospective basis as of January 1, 2021. The adoption of this standard did not have a material impact on our financial position, results of operations or cash flows. In July 2021, the FASB issued ASU 2021-05 Lessors – Certain Leases with Variable Lease Payments which is an amendment to Accounting Standards Codification Topic 842 – Leases (“ASC 842”). Under the current ASC 842 guidance, variable payments are excluded from the measurement of the initial net investment in the lease if the payments do not depend on an index or a rate. For sales-type or direct financing leases, this could result in the recognition of a day-one loss for leases with entire or partial variable payments. ASU 2021-05 requires lessors to classify leases with entire or partial variable payments as operating leases if otherwise a day-one loss would be recognized. The ASU is effective for fiscal years beginning after December 15, 2021, and interim periods within those years. Early adoption of this ASU is permitted. The ASU can either be applied retrospectively to leases that were commenced or modified on or after the adoption of ASC 842 or applied prospectively to leases that commence or are modified after the adoption of ASU 2021-05. We have not entered into leases that are comprised entirely of variable lease payments and therefore the adoption of this ASU will not have an impact on our financial statements. There are no recently issued accounting pronouncements that we have not yet adopted that are expected to have a material effect on our financial position, results of operations or cash flows. |
Subsequent Event | Subsequent Event - These combined financial statements were derived from the financial statements of Zimmer Biomet, which issued its annual financial statements for the fiscal year ended December 31, 2021 on February 25, 2022. Accordingly, the Company has evaluated transactions for consideration as recognized subsequent events in these financial statements through the date of February 25, 2022. Additionally, the Company has evaluated transactions that occurred through March 31, 2022, the date these financial statements were available for issuance, for the purposes of unrecognized subsequent events. |
Revenue Recognition (Tables)
Revenue Recognition (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Revenue from Contract with Customer [Abstract] | |
Summary of Net Sales by Product Category | Net sales by product category are as follows (in millions): For the Years Ended December 31, 2021 2020 2019 Spine $ 540.3 $ 529.1 $ 607.6 Dental 468.5 367.8 414.0 Related Party 5.8 15.5 33.9 Total $ 1,014.6 $ 912.4 $ 1,055.5 |
Restructuring (Tables)
Restructuring (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
2019 Restructuring Plan Member | |
Restructuring Cost and Reserve [Line Items] | |
Schedule of Restructuring Liabilities | The following table summarizes the liabilities directly attributable to us that were recognized under the 2019 Restructuring Plan (in millions): Employee Other Total Balance, December 31, 2019 $ 0.9 $ — $ 0.9 Additions 5.7 4.0 9.7 Cash payments ( 4.6 ) ( 4.0 ) ( 8.6 ) Balance, December 31, 2020 2.0 — 2.0 Additions 0.1 3.1 3.2 Cash payments ( 1.0 ) ( 2.0 ) ( 3.0 ) Balance, December 31, 2021 $ 1.1 $ 1.1 $ 2.2 |
Share-Based Compensation (Table
Share-Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Schedule of Share-based Compensation Expense for Employees Associated with Historical Operations | Share-based compensation expense for specifically identified employees that were associated with our historical operations was as follows (in millions): For the Years Ended December 31, 2021 2020 2019 Total expense, pre-tax $ 7.3 $ 5.9 $ 7.1 Tax benefit related to awards 1.5 1.3 2.1 Total expense, net of tax $ 5.8 $ 4.6 $ 5.0 |
Inventories (Tables)
Inventories (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Inventory Disclosure [Abstract] | |
Summary of Inventories | Inventories consisted of the following (in millions): As of December 31, 2021 2020 Finished goods $ 199.6 $ 247.8 Work in progress 26.6 24.2 Raw materials 20.6 11.0 Inventories $ 246.8 $ 283.0 |
Property, Plant and Equipment (
Property, Plant and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property Plant and Equipment | Property, plant and equipment consisted of the following (in millions): As of December 31, 2021 2020 Land $ 7.2 $ 7.2 Building and equipment 226.4 224.3 Capitalized software costs 41.9 30.1 Instruments 315.1 324.3 Construction in progress 7.7 3.5 Property, plant and equipment, gross 598.3 589.4 Accumulated depreciation ( 418.1 ) ( 406.0 ) Property, plant and equipment, net $ 180.2 $ 183.4 |
Fair Value Measurements of As_2
Fair Value Measurements of Assets and Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
Schedule of Financial Assets and Liabilities Recorded at Fair Value on Recurring Basis | The following financial assets and liabilities are recorded at fair value on a recurring basis (in millions): As of December 31, 2021 Fair Value Measurements at Reporting Date Using: Description Recorded Quoted Prices Significant Significant Liabilities Contingent payments related to acquisitions $ 10.2 $ — $ — $ 10.2 Total Liabilities $ 10.2 $ — $ — $ 10.2 As of December 31, 2020 Fair Value Measurements at Reporting Date Using: Description Recorded Balance Quoted Prices Significant Significant Unobservable Inputs Liabilities Contingent payments related to acquisitions $ 10.0 $ — $ — $ 10.0 Total Liabilities $ 10.0 $ — $ — $ 10.0 |
Reconciliation of Items Measured at Fair Value on Recurring Basis with Significant Unobservable Inputs (Level 3) | The following table provides a reconciliation of the beginning and ending balances of items measured at fair value on a recurring basis in the tables above that used significant unobservable inputs (Level 3) (in millions): Level 3 - Liabilities Contingent payments related to acquisitions Balance December 31, 2019 $ 1.5 New contingent payments related to the 3DIEMME acquisition 8.3 Foreign currency impact 0.2 Balance December 31, 2020 $ 10.0 Change in estimate 1.5 Settlements ( 0.7 ) Foreign currency impact ( 0.6 ) Balance December 31, 2021 $ 10.2 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Leases [Abstract] | |
Schedule of Information Related to Leases | Information on our leases is as follows ($ in millions): For the Years Ended December 31, 2021 2020 2019 Lease cost $ 14.7 $ 14.9 $ 14.2 Cash paid for leases recognized in operating cash 15.9 14.3 13.6 Right-of-use assets obtained in exchange for new 7.6 9.2 4.4 |
Schedule of Operating Lease Right of Use Assets and Lease Liabilities | As of December 31, 2021 2020 Right-of-use assets recognized in Other assets $ 49.3 $ 59.4 Lease liabilities recognized in Other current 12.6 14.0 Long-term lease liabilities 45.3 52.6 Weighted-average remaining lease term 5.3 years 5.7 years Weighted-average discount rate 2.8 % 2.9 % |
Schedule of Future Minimum Lease Payments | Our future minimum lease payments as of December 31, 2021 were (in millions): For the Years Ending December 31, 2022 $ 13.9 2023 12.6 2024 11.7 2025 9.0 2026 7.5 Thereafter 7.6 Total 62.3 Less imputed interest ( 4.4 ) Total $ 57.9 |
Goodwill and Other Intangible_2
Goodwill and Other Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Summary of Changes in Carrying Amount of Goodwill by Reportable Segment | The following table summarizes the changes in the carrying amount of goodwill by historical reportable segment (in millions): Spine less Asia Pacific Dental Total Balance at December 31, 2019 Goodwill, Gross $ 1,089.4 $ 398.9 $ 1,488.3 Accumulated impairment losses ( 1,089.4 ) — ( 1,089.4 ) Goodwill, Net — 398.9 398.9 Acquisitions — 12.8 12.8 Currency translation — 4.0 4.0 Impairment — ( 142.0 ) ( 142.0 ) Balance at December 31, 2020 Goodwill, Gross 1,089.4 415.7 1,505.1 Accumulated impairment losses ( 1,089.4 ) ( 142.0 ) ( 1,231.4 ) Goodwill, Net — 273.7 273.7 Acquisitions — — — Currency translation — ( 5.9 ) ( 5.9 ) Impairment — — — Balance at December 31, 2021 Goodwill, Gross 1,089.4 409.80 1,499.2 Accumulated impairment losses ( 1,089.4 ) ( 142.0 ) ( 1,231.4 ) Goodwill, Net $ — $ 267.8 $ 267.8 |
Summary of Identifiable Intangible Assets | The components of identifiable intangible assets were as follows (in millions): Technology Trademarks Customer Relationships Other Total As of December 31, 2020: Intangible assets subject to amortization: Gross carrying amount $ 909.9 $ 149.9 $ 395.0 $ 55.2 $ 1,510.0 Accumulated amortization ( 373.8 ) ( 49.2 ) ( 150.0 ) ( 46.0 ) ( 619.0 ) Total identifiable intangible assets $ 536.1 $ 100.7 $ 245.0 $ 9.2 $ 891.0 As of December 31, 2021: Intangible assets subject to amortization: Gross carrying amount $ 873.9 $ 143.2 $ 380.0 $ 56.8 $ 1,453.9 Accumulated amortization ( 409.8 ) ( 56.2 ) ( 171.6 ) ( 50.1 ) ( 687.7 ) Total identifiable intangible assets $ 464.1 $ 87.0 $ 208.4 $ 6.7 $ 766.2 |
Summary of Estimated Annual Amortization Expense Based upon Intangible Assets Recognized | Estimated annual amortization expense based upon intangible assets recognized as of December 31, 2021 for the years ending December 31, 2022 through 2026 is (in millions): For the Years Ending December 31, 2022 $ 81.1 2023 80.4 2024 78.0 2025 75.2 2026 72.6 |
Other Current Liabilities (Tabl
Other Current Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Other Current Liabilities [Abstract] | |
Schedule of Other Current Liabilities | Other current liabilities consisted of the following (in millions): As of December 31, 2021 2020 Other current liabilities: License and service agreements $ 31.2 $ 42.6 Salaries, wages and benefits 41.0 40.5 Lease liabilities 12.6 14.0 Accrued liabilities 48.5 55.2 Total other current liabilities $ 133.3 $ 152.3 |
Debt (Tables)
Debt (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |
Schedule of debt due to parent | Debt due to parent consisted of the following (in millions): As of December 31, 2021 2020 Current portion of debt due to parent $ — $ 17.6 Non-current portion of debt due to parent — 4.9 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Components of Loss Before Income Taxes | The components of loss before income taxes consisted of the following (in millions): For the Years Ended December 31, 2021 2020 2019 U.S. operations $ ( 19.0 ) $ ( 137.5 ) $ 36.5 Foreign operations ( 82.3 ) ( 83.8 ) ( 64.2 ) Total $ ( 101.3 ) $ ( 221.3 ) $ ( 27.7 ) |
Schedule of (Benefit) Provision for Income Taxes and the Income Taxes Paid | The (benefit) provision for income taxes and the income taxes paid consisted of the following (in millions): For the Years Ended December 31, 2021 2020 2019 Current: Federal $ 3.5 $ ( 30.0 ) $ 12.8 State 1.6 3.0 0.6 Foreign 10.8 7.0 5.2 Total current taxes 15.9 ( 20.0 ) 18.6 Deferred: Federal ( 4.2 ) ( 2.9 ) ( 2.3 ) State ( 1.5 ) ( 1.2 ) ( 0.7 ) Foreign ( 16.2 ) ( 18.2 ) ( 15.4 ) Total deferred taxes ( 21.9 ) ( 22.3 ) ( 18.4 ) (Benefit) provision for income taxes $ ( 6.0 ) $ ( 42.3 ) $ 0.2 Net income taxes paid $ 12.1 $ 4.7 $ 8.4 |
Schedule of Reconciliation of the Income Tax Benefit at the U.S Statutory Income tax rate | A reconciliation of the income tax benefit at the U.S. statutory income tax rate to our income tax (benefit) provision is as follows (in millions): For the Years Ended December 31, 2021 2020 2019 Income tax benefit at the U.S. statutory rate $ ( 21.3 ) $ ( 46.5 ) $ ( 5.8 ) State taxes, net of federal deduction 0.2 1.7 0.4 Tax impact of foreign operations, including U.S. 2.3 ( 0.8 ) 8.2 Change in valuation allowance 13.2 7.4 ( 1.9 ) Non-deductible expenses 1.7 0.9 1.0 Goodwill impairment — 29.8 — Tax rate change ( 2.7 ) ( 6.5 ) ( 0.8 ) R&D tax credit ( 0.9 ) ( 0.6 ) ( 0.8 ) Share-based compensation — — ( 0.6 ) Net uncertain tax positions, including interest and 1.3 ( 26.2 ) 1.6 Other 0.2 ( 1.5 ) ( 1.1 ) Income tax (benefit) provision $ ( 6.0 ) $ ( 42.3 ) $ 0.2 |
Components of Deferred Taxes | The components of deferred taxes consisted of the following (in millions): As of December 31, 2021 2020 Deferred tax assets: Inventory $ 69.0 $ 71.8 Net operating loss carryover 38.6 31.0 Tax credit carryover 3.1 1.8 Product liability and litigation 1.3 0.9 Accrued liabilities 3.1 4.6 Share-based compensation 2.4 1.6 Accounts receivable 5.1 4.1 Other 0.1 0.4 Total deferred tax assets 122.7 116.2 Less: Valuation allowances ( 38.3 ) ( 29.7 ) Total deferred tax assets after valuation allowances 84.4 86.5 Deferred tax liabilities: Fixed assets 15.6 17.7 Intangible assets 179.4 212.0 Other 0.4 — Total deferred tax liabilities 195.4 229.7 Total net deferred income taxes $ ( 111.0 ) $ ( 143.2 ) |
Summary of Net Operating Loss and Tax Credit Carryovers | At December 31, 2021, net operating loss and tax credit carryovers available to reduce future federal, state and foreign taxable earnings consisted of the following (in millions): Expiration Period Net operating Tax credit 2022-2026 $ — $ — 2027-2031 10.9 3.1 2032-2041 1.9 — Indefinite 25.8 — Total $ 38.6 $ 3.1 Valuation allowances $ 35.4 $ 2.9 |
Schedule of Reconciliation of Total Amounts of Unrecognized Tax Benefits | The following is a tabular reconciliation of the total amounts of unrecognized tax benefits (in millions): For the Years Ended December 31, 2021 2020 2019 Balance at January 1 $ 46.9 $ 69.2 $ 69.6 Decreases related to prior periods — — — Increases related to current period 0.1 0.1 0.1 Decrease related to settlements with taxing authorities ( 0.1 ) — — Decreases related to lapse of statute of limitations — ( 22.4 ) ( 0.5 ) Balance at December 31 $ 46.9 $ 46.9 $ 69.2 Amounts impacting effective tax rate, if recognized $ 46.3 $ 46.3 $ 68.2 Interest and penalty expense related to unrecognized $ 1.6 $ ( 5.5 ) $ 2.9 Total accrued interest and penalties balance at 9.0 7.4 12.9 |
Segment Data (Tables)
Segment Data (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Segment Reporting [Abstract] | |
Summary of Net Sales and Other Information by Segment | Net sales and other information by segment is as follows (in millions): Net Sales Operating (Loss) Profit Depreciation and Amortization Year Ended December 31, Year Ended December 31, Year Ended December 31, 2021 2020 2019 2021 2020 2019 2021 2020 2019 Spine $ 540.3 $ 529.1 $ 607.6 $ 54.8 $ 56.2 $ 67.3 $ 32.7 $ 39.9 $ 42.0 Dental 468.5 367.8 414.0 88.1 39.8 66.3 3.6 4.2 4.4 Segment Total 1,008.8 896.9 1,021.6 142.9 96.0 133.6 36.3 44.1 46.4 Related party transactions 5.8 15.5 33.9 ( 63.8 ) ( 54.6 ) ( 46.3 ) — — — Expenses related to Parent — — — ( 1.1 ) ( 8.2 ) ( 4.7 ) — — — Intangible asset amortization — — — ( 86.2 ) ( 85.5 ) ( 83.4 ) 86.2 85.5 83.4 Goodwill impairment — — — — ( 142.0 ) — — — — Restructuring — — — ( 3.3 ) ( 9.7 ) ( 1.8 ) — — — Acquisition, integration, — — — ( 24.1 ) ( 2.2 ) ( 3.2 ) — — — Other — — — ( 64.9 ) ( 16.4 ) ( 22.0 ) 7.2 4.7 5.3 Total $ 1,014.6 $ 912.4 $ 1,055.5 $ ( 100.5 ) $ ( 222.6 ) $ ( 27.8 ) $ 129.7 $ 134.3 $ 135.1 |
Disclosure on Geographic Areas, Long-Lived Assets | We conduct business in the following countries that hold 10% or more of our total combined property, plant and equipment, net (in millions): As of December 31, 2021 2020 U.S. $ 128.4 $ 130.4 Other countries 51.8 53.0 Property, plant and equipment, net $ 180.2 $ 183.4 |
Related Party Transactions (Tab
Related Party Transactions (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Related Party Transactions [Abstract] | |
Summary of Corporate Allocations Reflected in the Combined Statements of Operations | Corporate allocations reflected in the combined statements of operations are as follows (in millions): For the Years Ended December 31, 2021 2020 2019 Cost of products sold $ 1.2 $ 3.1 $ 0.1 Selling, general & administrative 76.2 69.9 72.3 Acquisition, integration, divestiture and related 7.0 — — |
Summary of Sale Transactions with Related Party | The combined statements of operations reflect the sales of these orthopedic products with Zimmer Biomet (in millions): For the Years Ended December 31, 2021 2020 2019 Related party net sales $ 5.8 $ 15.5 $ 33.9 Related party cost of products sold, excluding 4.2 10.2 24.5 |
Summary of Debt Due to Related Party | We had the following debt due to Zimmer Biomet (in millions): As of December 31, 2021 2020 Current portion of debt due to parent $ — $ 17.6 Non-current portion of debt due to parent — 4.9 |
Summary of Net Parent Company Investment | The components of NPI are: For the Years Ended December 31, 2021 2020 2019 Cash pooling and general financing activities $ ( 5.6 ) $ 116.8 $ 113.8 Corporate cost allocations ( 84.4 ) ( 73.0 ) ( 72.4 ) Net transactions with Zimmer Biomet reflected in the ( 90.0 ) 43.8 41.4 Share-based compensation expense ( 7.3 ) ( 5.9 ) ( 7.1 ) Other non-cash adjustments ( 6.2 ) 3.5 ( 5.4 ) Net transactions with Parent reflected in the Combined $ ( 103.5 ) $ 41.4 $ 28.9 |
Quarterly Financial Informati_2
Quarterly Financial Information (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Quarterly Financial Information Disclosure [Abstract] | |
Schedule of quarterly financial information | 2021 Quarter Ended 2020 Quarter Ended ($ in millions) Mar 31, Jun 30, Sep 30, Dec 31, Mar 31, Jun 30, Sep 30, Dec 31, Third Party Sales $ 245.9 $ 263.6 $ 238.7 $ 260.6 $ 219.4 $ 152.4 $ 253.4 $ 271.7 Operating income (loss) 0.3 ( 5.2 ) ( 30.3 ) ( 65.3 ) ( 168.5 ) ( 50.6 ) ( 8.1 ) 4.6 Net Income (Loss) of the Spine and Dental Businesses of Zimmer Biomet Holdings, Inc. 0.3 ( 4.7 ) ( 30.2 ) ( 60.7 ) ( 165.6 ) ( 46.7 ) ( 3.3 ) 36.5 |
Allowance for Credit Losses (Ta
Allowance for Credit Losses (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Allowance for Credit Loss [Abstract] | |
Summary of Activity of Allowance for Credit Losses | The following table presents the activity of our allowance for credit losses for the years ended December 31, 2021, 2020 and 2019: (in millions) As of December 31, 2021 2020 2019 Balance at Beginning of Period $ 18.9 $ 19.6 $ 25.5 Additions Charged to Expense 2.6 2.7 6.1 Deductions / Other Additions to Reserve (1) ( 4.7 ) ( 3.7 ) ( 11.9 ) Effects of Foreign Currency ( 0.3 ) 0.3 ( 0.1 ) Balance at End of Period $ 16.5 $ 18.9 $ 19.6 (1) 2020 Includes the $ 1.0 cumulative-effect adjustment related to the adoption of ASU Financial Instruments – Credit Losses (Topic 326). |
Background, Nature of Busines_2
Background, Nature of Business and Basis of Presentation - Additional Information (Details) $ in Millions | Feb. 05, 2021 | Jun. 30, 2021Segment | Dec. 31, 2021USD ($)Segment | Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($) |
Percentage of Common Stock Shares Outstanding | 80.30% | ||||
Number of Operating Segments | Segment | 2 | 2 | |||
Related party Transactions, net sales | $ | $ 5.8 | $ 15.5 | $ 33.9 | ||
Zimmer Biomet | |||||
Percentage of Common Stock Shares Outstanding | 80.30% | ||||
Zim Vie Inc | |||||
Percentage of Common Stock Shares Outstanding | 19.70% |
Background, Nature of Busines_3
Background, Nature of Business and Basis of Presentation - Schedule of Changes in Reporting Entity (Details) - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2021 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Dec. 31, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Operating Income | $ (65.3) | $ (30.3) | $ (5.2) | $ 0.3 | $ 4.6 | $ (8.1) | $ (50.6) | $ (168.5) | $ (100.5) | $ (222.6) | $ (27.8) |
Net Income (Loss) of the Spine and Dental Businesses of Zimmer Biomet Holdings, Inc. | $ (60.7) | $ (30.2) | $ (4.7) | $ 0.3 | $ 36.5 | $ (3.3) | $ (46.7) | $ (165.6) | (95.3) | (179.1) | (28) |
Comprehensive income attributable to ZimVie | $ (142.6) | $ (134.3) | $ (37.5) |
Significant Accounting Polici_3
Significant Accounting Policies - Additional Information (Details) - USD ($) $ in Millions | 12 Months Ended | |||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Jan. 01, 2020 | |
Recognized foreign currency re-measurement gains | $ 0.5 | $ 1.6 | $ 0.2 | |
Amount of accrued loss contingency | 5.9 | 5.7 | ||
Cost of products sold, excluding intangible asset amortization | 381.6 | 302.7 | 309.4 | |
Gain loss from derivative financial instruments | 2 | 1.7 | ||
Cumulative effect adjustment to NPI | $ 1 | |||
Selling, General and Administrative Expenses [Member] | ||||
Shipping and handling expense | $ 42 | $ 37 | $ 38.5 |
Revenue Recognition - Summary o
Revenue Recognition - Summary of Net Sales by Product Category (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Disaggregation of Revenue [Line Items] | |||
Revenues | $ 1,014.6 | $ 912.4 | $ 1,055.5 |
Related Party | |||
Disaggregation of Revenue [Line Items] | |||
Revenues | 5.8 | 15.5 | 33.9 |
Spine | |||
Disaggregation of Revenue [Line Items] | |||
Revenues | 540.3 | 529.1 | 607.6 |
Dental | |||
Disaggregation of Revenue [Line Items] | |||
Revenues | $ 468.5 | $ 367.8 | $ 414 |
Restructuring - Schedule of Res
Restructuring - Schedule of Restructuring Liabilities (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Restructuring Cost and Reserve [Line Items] | |||
Restructuring | $ 3.3 | $ 9.7 | $ 1.8 |
2019 Restructuring Plan Member | |||
Restructuring Cost and Reserve [Line Items] | |||
Restructuring Reserve, Beginning Balance | 2 | 0.9 | |
Restructuring | 3.2 | 9.7 | |
Cash payments | (3) | (8.6) | |
Restructuring Reserve, Ending Balance | 2.2 | 2 | 0.9 |
Employee Severance [Member] | 2019 Restructuring Plan Member | |||
Restructuring Cost and Reserve [Line Items] | |||
Restructuring Reserve, Beginning Balance | 2 | 0.9 | |
Restructuring | 0.1 | 5.7 | |
Cash payments | (1) | (4.6) | |
Restructuring Reserve, Ending Balance | 1.1 | 2 | 0.9 |
Other Restructuring [Member] | 2019 Restructuring Plan Member | |||
Restructuring Cost and Reserve [Line Items] | |||
Restructuring Reserve, Beginning Balance | 0 | 0 | |
Restructuring | 3.1 | 4 | |
Cash payments | (2) | (4) | |
Restructuring Reserve, Ending Balance | $ 1.1 | $ 0 | $ 0 |
Share-Based Compensation - Sche
Share-Based Compensation - Schedule of Share-based Compensation Expense for Employees Associated with Historical Operations (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Share-based Payment Arrangement [Abstract] | |||
Total expense, pre-tax | $ 7.3 | $ 5.9 | $ 7.1 |
Tax benefit related to awards | 1.5 | 1.3 | 2.1 |
Total expense, net of tax | $ 5.8 | $ 4.6 | $ 5 |
Inventories - Summary of Invent
Inventories - Summary of Inventories (Details) - USD ($) $ in Millions | Dec. 31, 2021 | Dec. 31, 2020 |
Inventory Disclosure [Abstract] | ||
Finished goods | $ 199.6 | $ 247.8 |
Work in progress | 26.6 | 24.2 |
Raw materials | 20.6 | 11 |
Inventories | $ 246.8 | $ 283 |
Inventories - Additional Inform
Inventories - Additional Information (Details) - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Inventory Disclosure [Abstract] | ||||
Amount charged for excess and obsolete inventory | $ 37.5 | $ 37.5 | $ 30.8 | $ 30.6 |
Brand rationalization expense | $ 4.8 | $ 40.3 |
Property, Plant and Equipment -
Property, Plant and Equipment - Schedule of Property Plant and Equipment (Details) - USD ($) $ in Millions | Dec. 31, 2021 | Dec. 31, 2020 |
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 598.3 | $ 589.4 |
Accumulated depreciation | 418.1 | 406 |
Property, plant and equipment, net | 180.2 | 183.4 |
Land [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 7.2 | 7.2 |
Building and equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 226.4 | 224.3 |
Capitalized software costs [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 41.9 | 30.1 |
Instruments [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 315.1 | 324.3 |
Construction in progress [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 7.7 | $ 3.5 |
Property, Plant and Equipment_2
Property, Plant and Equipment - Additional Information (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Property, Plant and Equipment [Line Items] | |||
Depreciation expense | $ 43.5 | $ 48.8 | $ 51.7 |
Property, plant and equipment, net | 180.2 | 183.4 | |
Accounts Payable [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment, net | $ 1.3 | $ 2.4 | $ 4.2 |
Transfers of Financial Assets -
Transfers of Financial Assets - Additional Information (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Expenses related to Parent products | $ 1.1 | $ 8.2 | $ 4.7 |
Zimmer Biomet | Spine Less Asia Pacific [Member] | |||
Receivables aggregate face value | 53.8 | 126.4 | |
Cash proceeds | 53.7 | 126.3 | |
Expenses related to Parent products | 0 | 0 | 0 |
Accounts receivable due | 7 | 18.6 | |
Clearance Fees | 0 | 0 | |
Outstanding receivables derecognized | 0 | 0 | |
Zimmer Biomet | Spine Less Asia Pacific [Member] | U.S. and Japan Programs | |||
Receivables related to spine business | $ 50.1 | $ 107.8 | |
Zimmer Biomet | Maximum | |||
Maximum revolving funding limit | $ 450 |
Fair Value Measurements of As_3
Fair Value Measurements of Assets and Liabilities - Schedule of Financial Assets and Liabilities Recorded at Fair Value on Recurring Basis (Details) - USD ($) $ in Millions | Dec. 31, 2021 | Dec. 31, 2020 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total Liabilities | $ 10.2 | $ 10 |
Quoted Prices in Active Markets for Identical Assets (Level 1) [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total Liabilities | 0 | 0 |
Significant Other Observable Inputs (Level 2) [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total Liabilities | 0 | 0 |
Significant Unobservable Inputs (Level 3) [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total Liabilities | 10.2 | 10 |
Contingent Consideration to Acquisitions [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total Liabilities | 10.2 | 10 |
Contingent Consideration to Acquisitions [Member] | Quoted Prices in Active Markets for Identical Assets (Level 1) [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total Liabilities | 0 | 0 |
Contingent Consideration to Acquisitions [Member] | Significant Other Observable Inputs (Level 2) [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total Liabilities | 0 | 0 |
Contingent Consideration to Acquisitions [Member] | Significant Unobservable Inputs (Level 3) [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total Liabilities | $ 10.2 | $ 10 |
Fair Value Measurements of As_4
Fair Value Measurements of Assets and Liabilities - Reconciliation of Items Measured at Fair Value on Recurring Basis with Significant Unobservable Inputs (Level 3) (Details) - Contingent Consideration to Acquisitions [Member] - Significant Unobservable Inputs (Level 3) [Member] - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Fair Value, Beginning Balance | $ 10 | $ 1.5 |
New Contingent Payments Related to 3DIEMME Acquisition | 8.3 | |
Foreign currency impact | (0.6) | 0.2 |
Change in estimate | 1.5 | |
Settlements | (0.7) | |
Fair Value, Ending Balance | $ 10.2 | $ 10 |
Acquisitions - Additional Infor
Acquisitions - Additional Information (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Business Acquisition [Line Items] | ||
Goodwill recognized from the acquisitions | $ 0 | $ 12.8 |
3DIEMME [Member] | ||
Business Acquisition [Line Items] | ||
Total cash consideration paid for acquisitions | 48.5 | |
Fair value of contingent consideration | 9.8 | |
Goodwill recognized from the acquisitions | $ 25.4 |
Goodwill and Other Intangible_3
Goodwill and Other Intangible Assets - Summary of Changes in Carrying Amount of Goodwill by Reportable Segment (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Goodwill [Line Items] | ||||
Goodwill, Gross | $ 1,499,200 | $ 1,505,100 | $ 1,488,300 | |
Accumulated impairment losses | 1,231,400 | 1,231,400 | 1,089,400 | |
Goodwill, Net | 267,800 | 273,700 | 398,900 | |
Acquisitions | 0 | 12,800 | ||
Currency translation | (5,900) | 4,000 | ||
Impairment | $ 142,000 | 0 | 142,000 | 0 |
Spine Less Asia Pacific [Member] | ||||
Goodwill [Line Items] | ||||
Goodwill, Gross | 1,089,400 | 1,089,400 | 1,089,400 | |
Accumulated impairment losses | 1,089,400 | 1,089,400 | 1,089,400 | |
Goodwill, Net | 0 | 0 | 0 | |
Acquisitions | 0 | 0 | ||
Currency translation | 0 | 0 | ||
Impairment | 0 | 0 | ||
Dental [Member] | ||||
Goodwill [Line Items] | ||||
Goodwill, Gross | 409,800 | 415,700 | 398,900 | |
Accumulated impairment losses | 142,000 | 142,000 | 0 | |
Goodwill, Net | 267,800 | 273,700 | $ 398,900 | |
Acquisitions | 0 | 12,800 | ||
Currency translation | (5,900) | 4,000 | ||
Impairment | $ 0 | $ 142,000 |
Goodwill and Other Intangible_4
Goodwill and Other Intangible Assets - Additional Information (Details) - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Goodwill [Line Items] | ||||
Goodwill impairment charges | $ 142 | $ 0 | $ 142 | $ 0 |
Reporting Unit, Percentage of Fair Value in Excess of Carrying Amount | 20.00% | |||
Goodwill | $ 267.8 | 273.7 | 398.9 | |
Dental [Member] | ||||
Goodwill [Line Items] | ||||
Goodwill impairment charges | 0 | 142 | ||
Goodwill | $ 267.8 | $ 273.7 | $ 398.9 |
Goodwill and Other Intangible_5
Goodwill and Other Intangible Assets - Summary of Identifiable Intangible Assets (Details) - USD ($) $ in Millions | Dec. 31, 2021 | Dec. 31, 2020 |
Finite-Lived Intangible Assets [Line Items] | ||
Gross carrying amount | $ 1,453.9 | $ 1,510 |
Accumulated amortization | (687.7) | (619) |
Total identifiable intangible assets | 766.2 | 891 |
Technology [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross carrying amount | 873.9 | 909.9 |
Accumulated amortization | (409.8) | (373.8) |
Total identifiable intangible assets | 464.1 | 536.1 |
Trademarks and Trade Names [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross carrying amount | 143.2 | 149.9 |
Accumulated amortization | (56.2) | (49.2) |
Total identifiable intangible assets | 87 | 100.7 |
Customer Relationships [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross carrying amount | 380 | 395 |
Accumulated amortization | (171.6) | (150) |
Total identifiable intangible assets | 208.4 | 245 |
Other [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross carrying amount | 56.8 | 55.2 |
Accumulated amortization | (50.1) | (46) |
Total identifiable intangible assets | $ 6.7 | $ 9.2 |
Goodwill and Other Intangible_6
Goodwill and Other Intangible Assets - Summary of Estimated Annual Amortization Expense Based upon Intangible Assets Recognized (Details) $ in Millions | Dec. 31, 2021USD ($) |
Goodwill and Intangible Assets Disclosure [Abstract] | |
2022 | $ 81.1 |
2023 | 80.4 |
2024 | 78 |
2025 | 75.2 |
2026 | $ 72.6 |
Other Current Liabilities - Sch
Other Current Liabilities - Schedule of Other Current Liabilities (Details) - USD ($) $ in Millions | Dec. 31, 2021 | Dec. 31, 2020 |
Other current liabilities: | ||
License and service agreements | $ 31.2 | $ 42.6 |
Salaries, wages and benefits | 41 | 40.5 |
Lease Liabilities | 12.6 | 14 |
Accrued liabilities | 48.5 | 55.2 |
Total other current liabilities | $ 133.3 | $ 152.3 |
Debt - Schedule of Debt Due to
Debt - Schedule of Debt Due to Parent (Details) - USD ($) $ in Millions | Dec. 31, 2021 | Dec. 31, 2020 |
Debt Disclosure [Abstract] | ||
Current portion of debt due to parent | $ 0 | $ 17.6 |
Non-Current portion of debt due to parent | $ 0 | $ 4.9 |
Debt - Additional Information (
Debt - Additional Information (Details) $ in Millions | Mar. 01, 2022USD ($) | Dec. 27, 2021USD ($) | Feb. 28, 2022USD ($) | Dec. 31, 2021 | Jun. 30, 2022USD ($) |
Line of Credit Facility [Line Items] | |||||
Debt Instrument, Description | Borrowings under the Credit Facility that are not term benchmark borrowings bear interest at a per annum rate equal to (a) the greatest of (i) the prime rate in effect on such day, (ii) the Federal Reserve Bank of New York rate in effect on such day plus 1⁄2 of 1% and (iii) the adjusted term SOFR for a one month interest period as published two U.S. government securities business days prior to such day (or if such day is not a business day, the immediately preceding business day) plus 1%, plus (b) an applicable margin, which may range from 0.50% to 0.75%, based on ZimVie's consolidated total net leverage ratio. As of March 1, 2022, the applicable margin was 1.75% for term benchmark borrowings and 0.75% for benchmark borrowings. Commitments under the Revolver are subject to a commitment fee on the unused portion of the Revolver of 25 basis points. | ||||
Subsequent Event | |||||
Line of Credit Facility [Line Items] | |||||
Borrowings under term loan credit agreements | $ 595 | ||||
Repayment of term loan credit agreements | $ 34 | ||||
Credit facility outstanding | $ 561 | ||||
Debt instrument term | 5 years | ||||
Maximum total leverage ratio | 6 | ||||
Minimum total leverage ratio | 100.00% | ||||
Aggregate availability | $ 70 | ||||
Subsequent Event | Year One and Two | |||||
Line of Credit Facility [Line Items] | |||||
Repayment percentage | 2.50% | ||||
Subsequent Event | Year Three | |||||
Line of Credit Facility [Line Items] | |||||
Repayment percentage | 5.00% | ||||
Subsequent Event | Year Four | |||||
Line of Credit Facility [Line Items] | |||||
Repayment percentage | 10.00% | ||||
Maximum | |||||
Line of Credit Facility [Line Items] | |||||
Interest for borrowings | 5.00% | ||||
Borrowings under revolving credit agreements | $ 175 | ||||
Borrowings under term loan credit agreements | $ 595 | ||||
Borrowing interest Rate | 1.75% | ||||
Minimum | |||||
Line of Credit Facility [Line Items] | |||||
Interest for borrowings | 1.30% | ||||
Borrowing interest Rate | 1.50% |
Retirement Benefit Plans - Addi
Retirement Benefit Plans - Additional Information (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Retirement Benefits [Abstract] | |||
Retirement Benefit Plans expense | $ 6.1 | $ 6.1 | $ 6.6 |
Income Taxes - Components of Lo
Income Taxes - Components of Loss Before Income Taxes (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |||
U.S. operations | $ (19) | $ (137.5) | $ 36.5 |
Foreign operations | (82.3) | (83.8) | (64.2) |
Loss before income taxes | $ (101.3) | $ (221.3) | $ (27.7) |
Income Taxes - Schedule of (Ben
Income Taxes - Schedule of (Benefit) Provision for Income Taxes and the Income Taxes Paid (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Current | |||
Federal | $ 3.5 | $ (30) | $ 12.8 |
State | 1.6 | 3 | 0.6 |
Foreign | 10.8 | 7 | 5.2 |
Total current taxes | 15.9 | (20) | 18.6 |
Deferred | |||
Federal | (4.2) | (2.9) | (2.3) |
State | 1.5 | (1.2) | (0.7) |
Foreign | (16.2) | (18.2) | (15.4) |
Total deferred taxes | (21.9) | (22.3) | (18.4) |
Income tax (benefit) provision | (6) | (42.3) | 0.2 |
Net income taxes paid | $ 12.1 | $ 4.7 | $ 8.4 |
Income Taxes - Schedule of Reco
Income Taxes - Schedule of Reconciliation of the Income Tax Benefit at the U.S Statutory Income tax rate (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Effective Income Tax Rate Reconciliation, Amount [Abstract] | |||
Income tax benefit at the U.S. statutory rate | $ (21.3) | $ (46.5) | $ (5.8) |
State taxes, net of federal deduction | 0.2 | 1.7 | 0.4 |
Tax impact of foreign operations, including U.S. taxes on international income and foreign tax credits | 2.3 | 0.8 | 8.2 |
Change in valuation allowance | 13.2 | 7.4 | (1.9) |
Non-deductible expenses | 1.7 | 0.9 | 1 |
Goodwill impairment | 29.8 | ||
Tax rate change | (2.7) | (6.5) | (0.8) |
R&D tax credit | (0.9) | (0.6) | (0.8) |
Share-based compensation | (0.6) | ||
Net uncertain tax positions, including interest and penalties | 1.3 | (26.2) | 1.6 |
Other | 0.2 | (1.5) | (1.1) |
Income tax (benefit) provision | $ (6) | $ (42.3) | $ 0.2 |
Income Taxes - Income Taxes -Co
Income Taxes - Income Taxes -Components of Deferred Taxes (Details) - USD ($) $ in Millions | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Components of Deferred Tax Assets and Liabilities [Abstract] | |||
Inventory | $ 69 | $ 71.8 | |
Net operating loss carryover | 38.6 | 31 | |
Tax credit carryover | 3.1 | 1.8 | |
Product liability and litigation | 1.3 | 0.9 | |
Accrued liabilities | 3.1 | 4.6 | |
Share-based compensation | 2.4 | 1.6 | |
Accounts receivable | 5.1 | 4.1 | |
Other | 0.1 | 0.4 | |
Total deferred tax assets | 122.7 | 116.2 | |
Less: Valuation allowances | (38.3) | (29.7) | $ (22.3) |
Total deferred tax assets after valuation allowances | 84.4 | 86.5 | |
Fixed assets | 15.6 | 17.7 | |
Intangible assets | 179.4 | 212 | |
Other | 0.4 | ||
Total deferred tax liabilities | 195.4 | 229.7 | |
Total net deferred income taxes | $ 111 | $ 143.2 |
Income Taxes - Summary of Net O
Income Taxes - Summary of Net Operating Loss and Tax Credit Carryovers (Details) $ in Millions | Dec. 31, 2021USD ($) |
Operating Loss Carryforwards [Line Items] | |
Operating loss carryforwards | $ 38.6 |
Valuation allowances | 35.4 |
Tax credit carryforward amount | 3.1 |
Valuation allowances | 2.9 |
2027-2031 | |
Operating Loss Carryforwards [Line Items] | |
Operating loss carryforwards | 10.9 |
Tax credit carryforward amount | 3.1 |
2032-2041 | |
Operating Loss Carryforwards [Line Items] | |
Operating loss carryforwards | 1.9 |
Indefinite | |
Operating Loss Carryforwards [Line Items] | |
Operating loss carryforwards | $ 25.8 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Valuation allowance | $ (38.3) | $ (29.7) | $ (22.3) |
Increase decrease in valuation allowance | 8.6 | $ 7.8 | $ 0.4 |
Foreign earnings repatriated | $ 2,000 | ||
Minimum | |||
State income tax returns examination period | 3 years | ||
Maximum | |||
State income tax returns examination period | 5 years |
Income Taxes - Schedule of Re_2
Income Taxes - Schedule of Reconciliation of Total Amounts of Unrecognized Tax Benefits (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Income Tax Uncertainties [Abstract] | |||
Beginning balance | $ 46.9 | $ 69.2 | $ 69.6 |
Increases related to current period | 0.1 | 0.1 | 0.1 |
Decrease related to settlements with taxing authorities | 0.1 | ||
Decreases related to lapse of statute of limitations | 22.4 | 0.5 | |
Ending balance | 46.9 | 46.9 | 69.2 |
Amounts impacting effective tax rate, if recognized balance at December 31 | 46.3 | 46.3 | 68.2 |
Interest and penalty expense related to unrecognized tax benefits | 1.6 | (5.5) | 2.9 |
Unrecognized Tax Benefits, Income Tax Penalties and Interest Accrued | $ 9 | $ 7.4 | $ 12.9 |
Segment Data - Additional Infor
Segment Data - Additional Information (Details) $ in Millions | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Sep. 30, 2021USD ($) | Jun. 30, 2021Segment | Dec. 31, 2021USD ($)CustomerSegment | Dec. 31, 2020USD ($)Customer | Dec. 31, 2019USD ($)Customer | |
Disaggregation of Revenue [Line Items] | |||||
Number of operating segments | Segment | 2 | 2 | |||
Revenue from Contract with Customer, Including Assessed Tax | $ 24.9 | ||||
Revenue | |||||
Disaggregation of Revenue [Line Items] | |||||
Number of customers accounted for 10% or more | Customer | 0 | 0 | 0 | ||
Revenue | Geographic Concentration Risk [Member] | Spine and Dental | |||||
Disaggregation of Revenue [Line Items] | |||||
Revenue segment less than 10% | 10.00% | ||||
U.S. | |||||
Disaggregation of Revenue [Line Items] | |||||
Revenue from Contract with Customer, Including Assessed Tax | $ 675.6 | $ 615.7 | $ 697.6 |
Segment Data - Summary of Net S
Segment Data - Summary of Net Sales and Other Information by Segment (Details) - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2021 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Dec. 31, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Revenue, Major Customer [Line Items] | |||||||||||
Net Sales | $ 1,014.6 | $ 912.4 | $ 1,055.5 | ||||||||
Operating income (loss) | $ (65.3) | $ (30.3) | $ (5.2) | $ 0.3 | $ 4.6 | $ (8.1) | $ (50.6) | $ (168.5) | (100.5) | (222.6) | (27.8) |
Depreciation and amortization | 129.7 | 134.3 | 135.1 | ||||||||
Related party Transactions, net sales | 5.8 | 15.5 | 33.9 | ||||||||
Profit or loss from related party transactions | (63.8) | (54.6) | (46.3) | ||||||||
Expenses related to Parent products | 1.1 | 8.2 | 4.7 | ||||||||
Gain or loss from amortization of intangible assets | (86.2) | (85.5) | (83.4) | ||||||||
Depreciation and amortization of intangible assets | 86.2 | 85.5 | 83.4 | ||||||||
Goodwill impairment charges | $ 142 | 0 | 142 | 0 | |||||||
Profit or loss from restructuring | (3.3) | (9.7) | (1.8) | ||||||||
Income or loss from acquisition, integration, divestiture and related | (24.1) | (2.2) | (3.2) | ||||||||
Operating Income Loss, Other | (64.9) | (16.4) | (22) | ||||||||
Depreciation and amortization other | 7.2 | 4.7 | 5.3 | ||||||||
Spine | |||||||||||
Revenue, Major Customer [Line Items] | |||||||||||
Net Sales | 540.3 | 529.1 | 607.6 | ||||||||
Operating income (loss) | 54.8 | 56.2 | 67.3 | ||||||||
Depreciation and amortization | 32.7 | 39.9 | 42 | ||||||||
Dental | |||||||||||
Revenue, Major Customer [Line Items] | |||||||||||
Net Sales | 468.5 | 367.8 | 414 | ||||||||
Operating income (loss) | 88.1 | 39.8 | 66.3 | ||||||||
Depreciation and amortization | 3.6 | 4.2 | 4.4 | ||||||||
Goodwill impairment charges | 0 | 142 | |||||||||
Segment Total | |||||||||||
Revenue, Major Customer [Line Items] | |||||||||||
Net Sales | 1,008.8 | 896.9 | 1,021.6 | ||||||||
Operating income (loss) | 142.9 | 96 | 133.6 | ||||||||
Depreciation and amortization | $ 36.3 | $ 44.1 | $ 46.4 |
Segment Data - Disclosure on Ge
Segment Data - Disclosure on Geographic Areas, Long-Lived Assets (Details) - USD ($) $ in Millions | Dec. 31, 2021 | Dec. 31, 2020 |
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, net | $ 180.2 | $ 183.4 |
U.S. | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, net | 128.4 | 130.4 |
Other countries | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, net | $ 51.8 | $ 53 |
Leases - Information Related to
Leases - Information Related to Leases (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Leases [Abstract] | |||
Lease cost | $ 14.7 | $ 14.9 | $ 14.2 |
Cash paid for leases recognized in operating cash flows | 15.9 | 14.3 | 13.6 |
Right-of-use assets obtained in exchange for new lease liabilities | $ 7.6 | $ 9.2 | $ 4.4 |
Leases - Additional Information
Leases - Additional Information (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Leases [Abstract] | |||
Lease cost | $ 14.7 | $ 14.9 | $ 14.2 |
Leases - Schedule of Operating
Leases - Schedule of Operating Lease Right of Use Assets and Lease Liabilities (Details) - USD ($) $ in Millions | Dec. 31, 2021 | Dec. 31, 2020 |
Leases [Abstract] | ||
Right-of-use assets recognized in Other assets | $ 49.3 | $ 59.4 |
Operating Lease, Right-of-Use Asset, Statement of Financial Position [Extensible Enumeration] | Other assets | Other assets |
Lease liabilities recognized in Other current liabilities | $ 12.6 | $ 14 |
Operating Lease, Liability, Statement of Financial Position [Extensible Enumeration] | Other current liabilities | Other current liabilities |
Long-term lease liabilities | $ 45.3 | $ 52.6 |
Weighted-average remaining lease term | 5 years 3 months 18 days | 5 years 8 months 12 days |
Weighted-average discount rate | 2.80% | 2.90% |
Leases - Schedule of Future Min
Leases - Schedule of Future Minimum Lease Payments (Details) $ in Millions | Dec. 31, 2021USD ($) |
Leases [Abstract] | |
2022 | $ 13.9 |
2023 | 12.6 |
2024 | 11.7 |
2025 | 9 |
2026 | 7.5 |
Thereafter | 7.6 |
Total | 62.3 |
Less imputed interest | 4.4 |
Total | $ 57.9 |
Related Party Transactions - Su
Related Party Transactions - Summary of Corporate Allocations Reflected in the Combined Statements of Operations (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Selling, general & administrative | $ 554.4 | $ 533.5 | $ 605.4 |
Zimmer Biomet [Member] | |||
Cost of products sold | 1.2 | 3.1 | 0.1 |
Selling, general & administrative | 76.2 | 69.9 | 72.3 |
Acquisition, integration, divestiture and related | $ 7 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Share-based compensation expense | $ 7.3 | $ 5.9 | $ 7.1 |
Zimmer Biomet [Member] | |||
Share-based compensation expense | 7.3 | 5.9 | 7.1 |
Interest expense recognized on debt | $ 0.3 | $ 0.4 | $ 0.2 |
Related Party Transactions - _2
Related Party Transactions - Summary of Sale Transactions with Related Party (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Related Party Transaction [Line Items] | |||
Related party net sales | $ 5.8 | $ 15.5 | $ 33.9 |
Zimmer Biomet [Member] | |||
Related Party Transaction [Line Items] | |||
Related party net sales | 5.8 | 15.5 | 33.9 |
Related party cost of products sold, excluding intangible asset amortization | $ 4.2 | $ 10.2 | $ 24.5 |
Related Party Transactions - _3
Related Party Transactions - Summary of Debt Due to Related Party (Details) - USD ($) $ in Millions | Dec. 31, 2021 | Dec. 31, 2020 |
Debt Instrument [Line Items] | ||
Non-Current Portion of Debt Due to Parent | $ 0 | $ 4.9 |
Zimmer Biomet [Member] | ||
Debt Instrument [Line Items] | ||
Current Portion of Debt Due to Parent | 0 | 17.6 |
Non-Current Portion of Debt Due to Parent | $ 0 | $ 4.9 |
Related Party Transactions - _4
Related Party Transactions - Summary of Net Parent Company Investment (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Net transactions with Zimmer Biomet reflected in the Combined Statements of Cash Flows | $ 90 | $ 43.8 | $ 41.4 |
Share-based compensation expense | 7.3 | 5.9 | 7.1 |
Zimmer Biomet [Member] | |||
Cash pooling and general financing activities | 5.6 | 116.8 | 113.8 |
Corporate cost allocations | 84.4 | 73 | 72.4 |
Net transactions with Zimmer Biomet reflected in the Combined Statements of Cash Flows | 90 | 43.8 | 41.4 |
Share-based compensation expense | 7.3 | 5.9 | 7.1 |
Other non-cash adjustments | (6.2) | 3.5 | (5.4) |
Net transactions with Parent reflected in the Combined Statements of Changes in Net Parent Investment | $ 103.5 | $ 41.4 | $ 28.9 |
Quarterly Financial Informati_3
Quarterly Financial Information - Schedule Of Quarterly Financial Information (Details) - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2021 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Dec. 31, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Quarterly Financial Information Disclosure [Abstract] | |||||||||||
Third Party Sales | $ 260.6 | $ 238.7 | $ 263.6 | $ 245.9 | $ 271.7 | $ 253.4 | $ 152.4 | $ 219.4 | |||
Operating income (loss) | (65.3) | (30.3) | (5.2) | 0.3 | 4.6 | (8.1) | (50.6) | (168.5) | $ (100.5) | $ (222.6) | $ (27.8) |
Net Income (Loss) of the Spine and Dental Businesses of Zimmer Biomet Holdings, Inc. | $ (60.7) | $ (30.2) | $ (4.7) | $ 0.3 | $ 36.5 | $ (3.3) | $ (46.7) | $ (165.6) | $ (95.3) | $ (179.1) | $ (28) |
Quarterly Financial Informati_4
Quarterly Financial Information - Additional Information (Details) - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended | ||||
Dec. 31, 2021 | Sep. 30, 2021 | Mar. 31, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Quarterly Financial Information Disclosure [Abstract] | ||||||
Goodwill impairment charges | $ 142 | $ 0 | $ 142 | $ 0 | ||
Change in third party net sales | $ 24.9 | |||||
Brand rationalization expense | $ 4.8 | $ 40.3 |
Allowance for Credit Losses - S
Allowance for Credit Losses - Summary of Activity of Allowance for Credit Losses (Details) - USD ($) $ in Millions | 12 Months Ended | |||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | ||
Allowance for Credit Loss [Abstract] | ||||
Beginning balance | $ 18.9 | $ 19.6 | $ 25.5 | |
Additions Charged to Expense | 2.6 | 2.7 | 6.1 | |
Deductions / Other Additions to Reserve | [1] | (4.7) | (3.7) | (11.9) |
Effects of Foreign Currency | (0.3) | 0.3 | (0.1) | |
Ending balance | $ 16.5 | $ 18.9 | $ 19.6 | |
[1] | Includes the $ 1.0 cumulative-effect adjustment related to the adoption of ASU Financial Instruments – Credit Losses (Topic 326). |
Allowance for Credit Losses -_2
Allowance for Credit Losses - Summary of Activity of Allowance for Credit Losses (Parenthetical) (Details) - USD ($) $ in Millions | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Allowance for credit losses | $ 16.5 | $ 18.9 | $ 19.6 | $ 25.5 |
Cumulative Effect Period Of Adoption Adjustment [Member] | ||||
Allowance for credit losses | $ 1 |