Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2022 | Nov. 04, 2022 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Fiscal Year Focus | 2022 | |
Document Fiscal Period Focus | Q3 | |
Document Period End Date | Sep. 30, 2022 | |
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 $0.01 per share | |
Trading Symbol | ZIMV | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 26,088,272 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Net Sales | ||||
Total Net Sales | $ 214,577 | $ 239,619 | $ 684,742 | $ 753,076 |
Cost of products sold, excluding intangible asset amortization | (58,311) | (90,549) | (223,332) | (256,397) |
Related party cost of products sold, excluding intangible asset amortization | (1,319) | (789) | (3,177) | (3,506) |
Intangible asset amortization | (19,357) | (21,527) | (60,178) | (65,041) |
Research and development | (14,502) | (15,064) | (47,437) | (43,929) |
Selling, general and administrative | (129,345) | (135,990) | (389,509) | (405,065) |
Restructuring | (689) | (914) | (6,486) | (2,291) |
Acquisition, integration, divestiture and related | (7,727) | (5,053) | (25,455) | (12,011) |
Operating Expenses | (231,250) | (269,886) | (755,574) | (788,240) |
Operating Loss | (16,673) | (30,267) | (70,832) | (35,164) |
Other income (expense), net | 615 | (119) | 977 | (392) |
Interest expense, net | (6,242) | (114) | (11,847) | (308) |
Loss Before Income taxes | (22,300) | (30,500) | (81,702) | (35,864) |
Income tax benefit | 23,131 | 251 | 48,165 | 1,301 |
Net Income (Loss) | $ 831 | $ (30,249) | $ (33,537) | $ (34,563) |
Income (Loss) Per Common Share - Basic | $ 0.03 | $ (1.16) | $ (1.29) | $ (1.33) |
Income (Loss) Per Common Share - Diluted | $ 0.03 | $ (1.16) | $ (1.29) | $ (1.33) |
Third Party Net [Member] | ||||
Net Sales | ||||
Total Net Sales | $ 213,274 | $ 238,681 | $ 681,323 | $ 748,234 |
Related Party Net [Member] | ||||
Net Sales | ||||
Total Net Sales | $ 1,303 | $ 938 | $ 3,419 | $ 4,842 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements Comprehensive Income (Loss) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Statement of Comprehensive Income [Abstract] | ||||
Net Income (Loss) | $ 831 | $ (30,249) | $ (33,537) | $ (34,563) |
Foreign currency cumulative translation adjustments, net of tax | (36,863) | (12,874) | (97,203) | (33,942) |
Total Other Comprehensive Loss | (36,863) | (12,874) | (97,203) | (33,942) |
Comprehensive Loss | $ (36,032) | $ (43,123) | $ (130,740) | $ (68,505) |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Current Assets: | ||
Cash and cash equivalents | $ 116,008 | $ 100,399 |
Accounts receivable, net of allowance for credit losses of $14,749 and $16,545, respectively | 156,858 | 164,241 |
Related party receivable | 15,870 | 0 |
Inventories | 224,232 | 246,832 |
Prepaid expenses and other current assets | 33,255 | 25,380 |
Total Current Assets | 546,223 | 536,852 |
Property, plant and equipment, net of accumulated depreciation of $382,411 and $418,191, respectively | 150,293 | 180,243 |
Goodwill | 254,403 | 267,810 |
Intangible assets, net | 639,544 | 766,175 |
Other assets | 38,898 | 75,656 |
Total Assets | 1,629,361 | 1,826,736 |
Current Liabilities: | ||
Accounts payable | 41,075 | 45,026 |
Related party payable | 19,893 | 0 |
Income taxes payable | 6,365 | 6,278 |
Other current liabilities | 136,136 | 133,280 |
Current portion of long-term debt | 14,025 | 0 |
Total Current Liabilities | 217,494 | 184,584 |
Deferred income taxes, net | 104,883 | 129,475 |
Lease liability | 23,739 | 45,317 |
Other long-term liabilities | 14,014 | 15,983 |
Non-current portion of debt | 535,455 | 0 |
Total Liabilities | 895,585 | 375,359 |
Commitments and Contingencies (Note 14) | ||
Stockholders' Equity: | ||
Common stock, $0.01 par value, 150,000 shares authorized Shares, issued and outstanding, of 26,088 and 0, respectively | 261 | 0 |
Preferred stock, $0.01 par value, 15,000 shares authorized, 0 shares issued and outstanding | 0 | 0 |
Additional paid in capital | 890,686 | 0 |
Accumulated deficit | (17,188) | 0 |
Net parent company investment | 0 | 1,494,157 |
Accumulated other comprehensive loss | (139,983) | (42,780) |
Total Stockholders' Equity | 733,776 | 1,451,377 |
Total Liabilities and Stockholders' Equity | $ 1,629,361 | $ 1,826,736 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) shares in Thousands, $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Stockholders' Equity Attributable to Parent [Abstract] | ||
Accounts Receivable, Net of Allowance for Credit Loss, Current | $ 14,749 | $ 16,545 |
Property, plant and equipment, net of accumulated depreciation | $ 382,411 | $ 418,191 |
Common stock, shares par value | $ 0.01 | |
Common Stock, Authorized | 150,000 | |
Common stock, shares issued | 26,088 | 0 |
Common stock, shares outstanding | 26,088 | 0 |
Preferred Stock, Par or Stated Value Per Share | $ 0.01 | |
Preferred Stock, Shares Authorized | 15,000 | |
Preferred Stock, Shares Issued | 0 | 0 |
Preferred Stock, Shares Outstanding | 0 | 0 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Stockholders' Equity - USD ($) $ in Thousands | Total | Common Stock | Additional Paid in Capital | Accumulated Deficit | Net Parent Company Investment | Accumulated Other Comprehensive (Loss) Income | Accumulated Other Comprehensive (Loss) Income Attributable to Investors |
Beginning Balance at Dec. 31, 2020 | $ 1,490,555 | $ 0 | $ 0 | $ 0 | $ 1,485,978 | $ 4,577 | |
Net Income (loss) | (34,563) | 0 | 0 | 0 | (34,563) | 0 | |
Net transactions with Zimmer Biomet Holdings Inc. | (19,741) | 0 | 0 | 0 | (19,741) | 0 | |
Other Comprehensive Loss | (33,942) | 0 | 0 | 0 | 0 | (33,942) | |
Ending Balance at Sep. 30, 2021 | 1,402,309 | 0 | 0 | 0 | 1,431,674 | (29,365) | |
Beginning Balance at Jun. 30, 2021 | 1,447,615 | 0 | 0 | 0 | 1,464,106 | (16,491) | |
Net Income (loss) | (30,249) | 0 | 0 | 0 | (30,249) | 0 | |
Net transactions with Zimmer Biomet Holdings Inc. | (2,183) | 0 | 0 | 0 | (2,183) | 0 | |
Other Comprehensive Loss | (12,874) | 0 | 0 | 0 | 0 | (12,874) | |
Ending Balance at Sep. 30, 2021 | 1,402,309 | 0 | 0 | 0 | 1,431,674 | $ (29,365) | |
Beginning Balance at Dec. 31, 2021 | 1,451,377 | 0 | 0 | 0 | 1,494,157 | $ (42,780) | |
Net Income (loss) | (33,537) | 0 | 0 | (17,188) | (16,349) | 0 | |
Net transactions with Zimmer Biomet Holdings Inc. | (70,430) | 0 | 0 | 0 | (70,430) | 0 | |
Net considerations paid to Zimmer Biomet Holdings, Inc. in connection with distribution | (540,567) | 0 | 0 | 0 | (540,567) | 0 | |
Reclassification of net parent company investment to additional paid-in capital | 0 | 261 | 866,550 | 0 | (866,811) | 0 | |
Stock Activity Under Stock Plans | 50 | 0 | 50 | 0 | 0 | 0 | |
Share-based compensation expense | 24,086 | 0 | 24,086 | 0 | 0 | 0 | |
Other Comprehensive Loss | (97,203) | 0 | 0 | 0 | 0 | (97,203) | |
Ending Balance at Sep. 30, 2022 | 733,776 | 261 | 890,686 | (17,188) | 0 | (139,983) | |
Beginning Balance at Jun. 30, 2022 | 764,557 | 261 | 885,435 | (18,019) | 0 | (103,120) | |
Net Income (loss) | 831 | 0 | 0 | 831 | 0 | 0 | |
Stock Activity Under Stock Plans | 54 | 0 | 54 | 0 | 0 | 0 | |
Share-based compensation expense | 5,197 | 0 | 5,197 | 0 | 0 | 0 | |
Other Comprehensive Loss | (36,863) | 0 | 0 | 0 | 0 | (36,863) | |
Ending Balance at Sep. 30, 2022 | $ 733,776 | $ 261 | $ 890,686 | $ (17,188) | $ 0 | $ (139,983) |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Cash flows provided by operating activities: | ||
Net loss | $ (33,537) | $ (34,563) |
Adjustments to reconcile net loss to net cash provided by operating activities: | ||
Depreciation and amortization | 92,469 | 95,667 |
Share-based compensation expense | 24,982 | 2,932 |
Deferred income tax provision | (51,775) | (13,087) |
Loss on disposal of fixed assets | 2,817 | 0 |
Other non-cash items | 900 | 0 |
Changes in operating assets and liabilities | ||
Income taxes | (113) | (1,046) |
Accounts receivable | (18,408) | 19,820 |
Related party receivables | (14,418) | 0 |
Inventories | 13,400 | 6,400 |
Accounts payable and accrued liabilities | 12,562 | (22,213) |
Related party payables | 24,172 | 0 |
Other assets and liabilities | (19,523) | (11,025) |
Net cash provided by operating activities | 33,528 | 42,885 |
Cash flows used in investing activities: | ||
Additions to instruments | (9,671) | (19,820) |
Additions to other property, plant and equipment | (11,483) | (14,428) |
Other investing activities | (1,950) | (3,677) |
Net cash used in investing activities | (23,104) | (37,925) |
Cash flows provided by (used in) financing activities: | ||
Net transactions with Zimmer Biomet Holdings, Inc. | 6,920 | 1,304 |
Dividend paid to Zimmer Biomet Holdings, Inc. | (540,567) | 0 |
Proceeds from term loans | 595,000 | 0 |
Payments on term loans | (41,012) | 0 |
Debt issuance costs | (5,170) | 0 |
Repayments of debt due to Zimmer Biomet Holdings, Inc. | 0 | (8,048) |
Other financing activities | 37 | (800) |
Net cash provided by (used in) financing activities | 15,208 | (7,544) |
Effect of exchange rates on cash and cash equivalents | (10,023) | (761) |
Increase (decrease) in cash and cash equivalents | 15,609 | (3,345) |
Cash and cash equivalents, beginning of year | 100,399 | 27,418 |
Cash and cash equivalents, end of period | 116,008 | 24,073 |
Supplemental schedule of noncash investing and financing activities: | ||
Derecognition of right-of-use assets | (14,174) | 0 |
Derecognition of lease liabilities | $ 15,303 | $ 0 |
Background, Nature of Business
Background, Nature of Business and Basis of Presentation | 9 Months Ended |
Sep. 30, 2022 | |
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 March 1, 2022, ZimVie Inc. ("ZimVie," "we," "us" and "our") and Zimmer Biomet Holdings, Inc. ("Zimmer Biomet") entered into a Separation and Distribution Agreement, pursuant to which Zimmer Biomet agreed to spin off its spine and dental businesses into ZimVie, a new, publicly traded company. Zimmer Biomet effected the separation through a pro rata distribution of 80.3 % of the outstanding shares of common stock of ZimVie. Following the distribution on March 1, 2022, Zimmer Biomet stockholders as of the record date for the distribution owned 80.3 % of the outstanding shares of ZimVie common stock; Zimmer Biomet retained 19.7 % of the outstanding shares of ZimVie common stock. The distribution 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. ZimVie is now a standalone publicly traded company and, on March 1, 2022, regular-way trading of our common stock commenced on the Nasdaq Stock Market under the symbol "ZIMV." The distribution was completed pursuant to the Separation and Distribution Agreement and other agreements with Zimmer Biomet related to the distribution, including, but not limited to a tax matters agreement, an employee matters agreement, a transition services agreement and transition manufacturing agreements. See Note 13 for further description of the impact of the distribution and ongoing activities with Zimmer Biomet. Nature of Business ZimVie is a leading medical technology company dedicated to enhancing the quality of life for spine and dental patients worldwide. We develop, manufacture and market a comprehensive portfolio of products and solutions designed to treat a wide range of spine pathologies and support dental tooth replacement and restoration procedures. Our broad portfolio addresses all areas of spine with market leadership in cervical disc replacement and vertebral body tethering to treat pediatric scoliosis, and we are well-positioned in the growing global dental implant and biomaterials market with market leadership in oral reconstruction. 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, a motion-preserving alternative to fusion for patients with cervical disc disease, and The Tether, a novel non-fusion device for treatment of pediatric scoliosis. 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 condensed consolidated financial statements are prepared on a standalone basis and, for periods prior to March 1, 2022, were prepared on a carve-out basis from Zimmer Biomet’s consolidated financial statements and accounting records, and, accordingly, may not be indicative of the financial position, results of operations or cash flows had we operated as a standalone company during those periods. On March 1, 2022, ZimVie became a standalone publicly traded company, and our financial statements are now presented on a consolidated basis. The unaudited financial statements for all periods presented, including our historical results prior to March 1, 2022, are now referred to as "Condensed Consolidated Financial Statements," and have been prepared pursuant to the rules and regulations for reporting on Form 10-Q. Accordingly, certain information and disclosures required by U.S. generally accepted accounting principles ("GAAP") for complete consolidated financial statements are not included herein. In our opinion, all adjustments necessary for a fair statement of these interim statements have been included and are of a normal and recurring nature. These interim statements should be read in conjunction with the audited financial statements and notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2021 ("Annual Report"). The results of operations of any interim period are not necessarily indicative of the results of operations for the full year. Prior to the distribution, our equity balance in these condensed consolidated financial statements represented the excess of total assets over liabilities including the due to/from balances between us and Zimmer Biomet (referred to as "net parent investment" or "NPI") and accumulated other comprehensive income (loss). NPI was primarily impacted by contributions from Zimmer Biomet which were the result of treasury activities and net funding provided by or distributed to Zimmer Biomet. 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. Accounting Pronouncements Recently Issued 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. |
Restructuring
Restructuring | 9 Months Ended |
Sep. 30, 2022 | |
Restructuring and Related Activities [Abstract] | |
Restructuring | 2. Restructuring In June 2022, we initiated a restructuring plan with the objective of reducing costs and optimizing our global footprint. During the three and nine months ended September 30, 2022 , we approved and committed to undertake actions under this plan that resulted in a pre-tax charge of $ 0.7 million and $ 2.4 million, respectively, in those periods. We anticipate total charges related to this program of approximat ely $ 5 - 6 m illion, including projects in process or under final evaluation. The restructuring charges incurred in the three and nine months ended September 30, 2022 under this plan were primarily related to employee termination benefits. We anticipate incurring the remaining charges throughout 2022 and 2023. In December 2019 and December 2021, Zimmer Biomet initiated restructuring plans (the "ZB Restructuring Plans") with an objective of reducing costs to allow further investment in higher priority growth opportunities. We incurred pre-tax charges related to the ZB Restructuring Plans of less than $ 0.1 million and $ 0.9 million for the three months ended September 30, 2022 and 2021, respectively, and $ 4.1 million and $ 2.3 million for the nine months ended September 30, 2022 and 2021, respectively. The restructuring charges incurred under these plans primarily related to employee termination benefits, contract terminations and retention period compensation and benefits. We do not expect to incur material expenses from the ZB Restructuring Plans after June 30, 2022. The following table summarizes the liabilities directly attributable to us that were recognized under the plans discussed above and excludes non-cash charges (in thousands): Nine Months Ended September 30, 2022 Employee Other Total Balance, December 31, 2021 $ 1,099 $ 1,150 $ 2,249 Additions 1,777 2,923 4,700 Non-cash adjustments — ( 320 ) ( 320 ) Cash payments ( 1,797 ) ( 1,724 ) ( 3,521 ) Balance, September 30, 2022 $ 1,079 $ 2,029 $ 3,108 We do not include restructuring charges in the operating profit of our reportable segments. |
Share-Based Compensation
Share-Based Compensation | 9 Months Ended |
Sep. 30, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
Share-Based Compensation | 3. Share-Based Compensation Conversion Awards Zimmer Biomet has share-based compensation plans under which it granted stock options, restricted stock units ("RSUs") and performance-based RSUs . In connection with the distribution, ZimVie employees with outstanding Zimmer Biomet share-based awards received replacement share-based awards. The ratio used to convert the Zimmer Biomet share-based awards was designed to preserve the aggregate intrinsic value of the award immediately after the distribution when compared to the aggregate intrinsic value of the award immediately prior to the distribution. Outstanding RSUs and performance-based RSUs were converted into 0.3 million ZimVie RSUs at a weighted average fair value of $ 31.55 , and outstanding stock options were converted into 2.1 million ZimVie stock options at a weighted average fair value of $ 14.76 . Due to the conversion, ZimVie will incur $ 21.3 million of incremental share-based compensation expense. Of this amount, $ 10.3 million was related to unvested and/or unexercised share-based awards and was recognized at the distribution date. The remaining $ 11.0 million is being recognized over the remainder of the share-based awards' weighted average vesting period of 2.5 years from the date of the distribution. New Awards Effective March 1, 2022, ZimVie established the ZimVie Inc. 2022 Stock Incentive Plan (the " 2022 Plan"). A total of 3.0 million shares of common stock are authorized for future grants and awards under the 2022 Plan. Shares issued pursuant to converted Zimmer Biomet share-based awards do not count against this limit. At September 30, 2022 , 1.5 million shares were available for future grants and awards under the 2022 Plan. The 2022 Plan provides for the grant of various types of awards including stock options, stock appreciation rights, performance shares, performance units, restricted stock and RSUs. Generally, awards have a three-year vesting period and stock options have a term of ten years . Vesting may accelerate upon retirement after the first anniversary date of the award if certain criteria are met. We recognize expense on a straight-line basis over the requisite service period, less awards expected to be forfeited using estimated forfeiture rates. Stock options are granted with an exercise price equal to the market price of our common stock on the date of grant, except in limited circumstances where local law may dictate otherwise. For periods prior to the distribution, we specifically identified employees who were associated with our historical operations and calculated expense based upon the awards received under the Zimmer Biomet plans, as well as expense related to corporate or shared employees allocated to us on a proportional cost allocation method, primarily based on revenue. Share-based compensation expense was as follows (in thousands): For the Three Months Ended September 30, For the Nine Months Ended September 30, 2022 2021 2022 2021 Share-based compensation expense recognized in: Cost of products sold, excluding intangible asset amortization $ 118 $ 145 $ 2,204 $ 402 Research and development 448 221 2,992 655 Selling, general and administrative 4,722 1,452 19,786 4,110 5,288 1,818 24,982 5,167 Tax benefit related to awards ( 1,328 ) ( 426 ) ( 5,918 ) ( 1,211 ) Total expense, net of tax $ 3,960 $ 1,392 $ 19,064 $ 3,956 We use a Black-Scholes option-pricing model to determine the fair value of our stock options. For new awards granted after the distribution: expected volatility of 52.29 % was derived from a peer group's combined historical volatility that was de-levered and re-levered for ZimVie as ZimVie does not have sufficient historical volatility based on the expected term of the underlying options; the expected term of the stock options of 6.0 years was determined using the simplified method; and the risk-free interest rate of 1.94 % was determined using the implied yield currently available for zero-coupon U.S. government issues with a remaining term approximating the expected life of the options. The dividend yield was zero as ZimVie has no plans to pay a dividend for the foreseeable future. Stock option activity was as follows: Period Ended September 30, 2022 Weighted Weighted Average Average Remaining Aggregate Number of Exercise Contractual Intrinsic Stock Options Price Life (Years) Value (in Millions) Outstanding at March 1, 2022 2,125,548 $ 27.32 Granted 484,650 23.87 Exercised ( 12,949 ) 17.28 Forfeited ( 122,607 ) 26.55 Outstanding at September 30, 2022 2,474,642 $ 26.73 7.1 $ - Exercisable at September 30, 2022 1,220,143 $ 25.35 5.6 $ - Aggregate intrinsic value was negligible at September 30, 2022. At September 30, 2022, we had unrecognized share-based compensation cost related to unvested stock options of $ 13.0 million , which is expected to be amortized over the remaining weighted average vesting period of approximately 2.0 years. RSU activity was as follows: Period Ended September 30, 2022 Weighted Average Number of Grant Date RSUs Fair Value Outstanding at March 1, 2022 264,420 $ 31.55 Granted 1,270,934 23.66 Vested ( 33,980 ) 31.55 Forfeited ( 100,578 ) 24.91 Outstanding at September 30, 2022 1,400,796 $ 24.84 At September 30, 2022, we had unrecognized share-based compensation cost related to unvested RSUs of $ 23.8 million , which is expected to be amortized into net income over the remaining weighted average vesting period of approximately 2.4 years. The total fair value of RSUs that vested during the period ended September 30, 2022 was $ 1.1 million . |
Earnings Per Share
Earnings Per Share | 9 Months Ended |
Sep. 30, 2022 | |
Earnings Per Share [Abstract] | |
Earnings Per Share | 4. Earnings Per Share On March 1, 2022, 26.1 million ZimVie common shares were distributed in connection with the distribution. For comparative purposes, and to provide a more meaningful calculation for weighted average shares, this amount was assumed to be outstanding throughout all periods presented up to and including March 1, 2022 in the calculation of basic weighted average shares. For periods prior to the distribution, it was assumed that there were no dilutive equity instruments, as there were no equity awards of ZimVie outstanding prior to the distribution. The calculation of weighted average shares for the basic and diluted share earnings per common share is as follows (in thousands, except per share data): For the Three Months Ended September 30, For the Nine Months Ended September 30, 2022 2021 2022 2021 Net income (loss) $ 831 $ ( 30,249 ) $ ( 33,537 ) $ ( 34,563 ) Weighted average shares outstanding for basic net earnings per share 26,074 26,050 26,074 26,050 Effect of dilutive stock options and other equity awards (1) 76 — — — Weighted average shares outstanding for dilutive net earnings per share 26,150 26,050 26,074 26,050 Basic income (loss) per common share $ 0.03 $ ( 1.16 ) $ ( 1.29 ) $ ( 1.33 ) Diluted income (loss) per common share $ 0.03 $ ( 1.16 ) $ ( 1.29 ) $ ( 1.33 ) (1) Since we incurred a net loss in the nine months ended September 30, 2022 and in the three and nine months ended September 30, 2021 , no dilutive stock options or other equity awards were included as diluted shares in those periods. For the three and nine months ended September 30, 2022 , a weighted average of 3.8 million and 3.3 million, respectively, options to purchase shares of common stock would not have been in the computation of diluted earnings per share as the exercise prices of these options were greater than the average market price of the common stock. |
Inventories
Inventories | 9 Months Ended |
Sep. 30, 2022 | |
Inventory Disclosure [Abstract] | |
Inventories | 5. Inventories Inventories consisted of the following (in thousands): September 30, 2022 December 31, 2021 Finished goods $ 187,595 $ 199,553 Work-in-progress 22,396 26,700 Raw materials 14,241 20,579 Inventories $ 224,232 $ 246,832 Amounts charged to cost of products sold in the condensed consolidated statements of operations for excess and obsolete ("E&O") inventory, including certain product lines we intend to discontinue, were $ 4.0 million and $ 11.2 million in the three months ended September 30, 2022 and 2021, respectively, and were $ 21.6 million and $ 25.6 million in the nine months ended September 30, 2022 and 2021 , respectively. |
Goodwill and Other Intangible A
Goodwill and Other Intangible Assets | 9 Months Ended |
Sep. 30, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Other Intangible Assets | 6. Goodwill and Other Intangible Assets The following table summarizes the changes in the carrying amount of goodwill by historical reportable segment (in thousands): Spine Dental Total Balance at December 31, 2021 Goodwill, Gross $ 1,089,400 $ 409,810 $ 1,499,210 Accumulated impairment losses ( 1,089,400 ) ( 142,000 ) ( 1,231,400 ) Goodwill, Net — 267,810 267,810 Currency translation — ( 13,407 ) ( 13,407 ) Balance at September 30, 2022 Goodwill, Gross 1,089,400 396,403 1,485,803 Accumulated impairment losses ( 1,089,400 ) ( 142,000 ) ( 1,231,400 ) Goodwill, Net $ — $ 254,403 $ 254,403 The components of identifiable intangible assets were as follows (in thousands): Technology Trademarks Customer Relationships Other Total As of December 31, 2021: Intangible assets subject to amortization: Gross carrying amount $ 873,913 $ 143,187 $ 379,967 $ 56,839 $ 1,453,906 Accumulated amortization ( 409,839 ) ( 56,233 ) ( 171,576 ) ( 50,083 ) ( 687,731 ) Total identifiable intangible assets $ 464,074 $ 86,954 $ 208,391 $ 6,756 $ 766,175 As of September 30, 2022: Intangible assets subject to amortization: Gross carrying amount $ 808,183 $ 131,021 $ 348,975 $ 54,090 $ 1,342,269 Accumulated amortization ( 420,090 ) ( 58,375 ) ( 175,605 ) ( 48,655 ) ( 702,725 ) Total identifiable intangible assets $ 388,093 $ 72,646 $ 173,370 $ 5,435 $ 639,544 Estimated annual amortization expense for the years ending December 31, 2022 through 2026 based on exchange rates in effect at December 31, 2021 is as follows (in millions): For the Years Ending December 31, 2022 (remaining) $ 20.9 2023 80.4 2024 78.0 2025 75.2 2026 72.6 Thereafter 312.4 Total $ 639.5 |
Other Current Liabilities
Other Current Liabilities | 9 Months Ended |
Sep. 30, 2022 | |
Other Current Liabilities [Abstract] | |
Other Current Liabilities | 7. Other Current Liabilities Other current liabilities consisted of the following (in thousands): September 30, 2022 December 31, 2021 Other current liabilities: License and service agreements $ 23,123 $ 31,154 Salaries, wages and benefits 38,384 40,986 Lease liabilities 9,450 12,628 Accrued liabilities 65,179 48,512 Total other current liabilities $ 136,136 $ 133,280 |
Fair Value Measurements of Asse
Fair Value Measurements of Assets and Liabilities | 9 Months Ended |
Sep. 30, 2022 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements of Assets and Liabilities | 8. Fair Value Measurements of Assets and Liabilities The fair value of foreign currency exchange forward contracts (see Note 10) are determined using Level 2 inputs. The carrying value of our debt (see Note 9) approximates fair value as it bears interest at floating rates. The carrying amounts of other financial instruments (i.e., cash and cash equivalents, restricted cash, bank time deposits, accounts receivable, net, and accounts payable) approximated their fair values at December 31, 2021 and September 30, 2022 due to their short-term nature. The fair values of acquisition-related contingent payments are estimated using Level 3 inputs. 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 to our combined financial statements included in our Annual Report 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 that used significant unobservable inputs (Level 3) (in thousands): Level 3 - Liabilities Contingent payments related to acquisitions Balance December 31, 2021 $ 10,181 Change in estimate 2,750 Foreign currency impact 319 Balance September 30, 2022 $ 13,250 |
Debt
Debt | 9 Months Ended |
Sep. 30, 2022 | |
Debt Disclosure [Abstract] | |
Debt | 9. Debt Our debt consisted of the following (in thousands): September 30, 2022 December 31, 2021 Term loan $ 553,987 $ — Debt issuance costs ( 4,507 ) — Total debt 549,480 — Less: current portion ( 14,025 ) — Total debt due after one year $ 535,455 $ — 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. 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 . On each of June 30, 2022 and September 30, 2022, we made a $ 3.5 million scheduled principal payment on the Term Loan. As of September 30, 2022 , $ 554.0 million was outstanding on the Term Loan following such payments, and there were no outstanding borrowings under the Revolver. Following the 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, commencing at the end of the fiscal quarter ended June 30, 2022, (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, 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. 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 September 30, 2022, the applicable margin was 1.75% for term benchmark borrowings and 0.75% for benchmark borrowings. Commitments under the Revolver are s ubject 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 . We were in compliance with all covenants as of September 30, 2022. See Note 13 to our combined financial statements included in our Annual Report for additional information on our Credit Agreement. |
Derivatives
Derivatives | 9 Months Ended |
Sep. 30, 2022 | |
Derivatives [Abstract] | |
Derivatives | 10. Derivatives We enter into foreign currency exchange forward contracts with terms of one to three months in order to manage currency exposures related to monetary assets and liabilities denominated in a currency other than an entity’s functional currency. Any foreign currency remeasurement gains or losses recognized in earnings are generally offset with gains or losses on the foreign currency exchange forward contracts in the same reporting period. The amount of these gains (losses) is recorded in Other income (expense), net. Outstanding contracts are recorded on the condensed consolidated balance sheet at fair value as of the end of the reporting period. The notional amounts of these contracts were $ 47.5 million as of September 30, 2022. Current derivative assets of $ 0.7 million as of September 30, 2022 are included in Prepaid expenses and other current assets on our condensed consolidated balance sheets. Current derivative liabilities of $ 0.7 million as of September 30, 2022 are included in Other current liabilities in our condensed consolidated balance sheets. L osses from these derivative instruments recognized on our condensed consolidated statements of operations in Other income (expense), net were $ 1.9 million and $ 3.3 million for the three and nine months ended September 30, 2022, respectively, and negligible for each of the three and nine months ended September 30, 2021. We had no outstanding derivatives as of December 31, 2021 and no activity for the nine months ended September 30, 2021 . |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2022 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 11. Income Taxes Our effective tax rate (“ETR”) on loss before income taxes was 103.7 % and 0.8 % , for the three months ended September 30, 2022 and 2021, respectively, and 59.0 % and 3.6 % for the nine months ended September 30, 2022 and 2021 , respectively. In the nine months ended September 30, 2022, the additional income tax benefit compared to the 21 % statutory rate was driven by the impact of losses recorded prior to the distribution that were calculated on a “carve-out” basis, which applied the accounting guidance as if we filed income tax returns on a standalone, separate return basis and are not reflective of the tax results we expect to generate in the future. Additionally, for the three and nine months ended September 30, 2022, profit in inventory recorded prior to the distribution is non-taxable as the inventory is sold post-separation to third parties, resulting in a significant benefit to the foreign rate differential. The benefit was further driven by the recognition of a Puerto Rico withholding tax receivable available to offset income taxes, state tax benefits and tax credits, partially offset by other permanent items. In the nine months ended September 30, 2021, the income tax benefit was lower than the statutory tax rate driven by unfavorable jurisdictional mix in addition to expense for increasing valuation allowances. During the nine months ended September 30, 2022, income tax balances were adjusted to reflect the income tax positions after distribution, including those related to tax loss and credit carryforwards, other deferred tax assets and liabilities and valuation allowances. These separation-related adjustments resulted in a $ 3.9 million increase to the net deferred tax liability, primarily due to inventory and intangible assets transferred in the separation, tax rate changes and changes to the permanent reinvestment assertion in the post-separation environment. The increase in the net deferred tax liability was offset by a corresponding decrease in NPI. |
Segment Data
Segment Data | 9 Months Ended |
Sep. 30, 2022 | |
Segment Reporting [Abstract] | |
Segment Data | 12. Segment Data Net sales and operating profit (loss) by segment are as follows (in thousands): Net Sales Operating Profit (Loss) Three Months Ended September 30, Three Months Ended September 30, 2022 2021 2022 2021 Spine $ 108,153 $ 129,298 $ 17,258 $ 11,563 Dental 105,121 109,383 17,465 19,156 Segment Total 213,274 238,681 34,723 30,719 Related party transactions 1,303 938 ( 16 ) ( 12,782 ) Expenses related to Parent products — — ( 275 ) ( 792 ) Intangible asset amortization — — ( 19,357 ) ( 21,527 ) Restructuring — — ( 689 ) ( 914 ) Acquisition, integration, divestiture and related — — ( 7,727 ) ( 5,053 ) Other — — ( 23,332 ) ( 19,918 ) Total $ 214,577 $ 239,619 $ ( 16,673 ) $ ( 30,267 ) Net Sales Operating Profit (Loss) Nine Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Spine $ 337,484 $ 405,159 $ 29,619 $ 46,037 Dental 343,839 343,075 68,097 67,520 Segment Total 681,323 748,234 97,716 113,557 Related party transactions 3,419 4,842 ( 11,777 ) ( 48,047 ) Expenses related to Parent products — — ( 891 ) ( 1,147 ) Intangible asset amortization — — ( 60,178 ) ( 65,041 ) Restructuring — — ( 6,486 ) ( 2,291 ) Acquisition, integration, divestiture and related — — ( 25,455 ) ( 12,011 ) Other — — ( 63,761 ) ( 20,184 ) Total $ 684,742 $ 753,076 $ ( 70,832 ) $ ( 35,164 ) |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Sep. 30, 2022 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 13. 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. 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. The following disclosures summarize activity between us and Zimmer Biomet that are included in our condensed consolidated financial statements. Prior to Distribution Corporate Overhead and Other Allocations from Zimmer Biomet Zimmer Biomet provided certain services, which included, but were not limited to, executive oversight, treasury, finance, legal, human resources, tax planning, internal audit, financial reporting, information technology and other corporate departments. 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 condensed consolidated statements of operations are as follows (in thousands): For the Three Months Ended September 30, For the Nine Months Ended September 30, 2022 2021 2022 2021 Cost of products sold $ - $ 536 $ ( 78 ) $ 526 Selling, general & administrative - 12,395 13,914 48,857 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 condensed consolidated 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 3, 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 condensed consolidated statements of operations. Share-based compensation benefit related to our employees prior to the distribution were $ 0.4 million for the three months ended September 30, 2021, and $ 1.0 million and $ 2.9 million for the nine months ended September 30, 2022 and 2021 , respectively. There were no share-based compensation costs allocated during the three months ended September 30, 2022. In connection with the distribution, the awards held by employees were modified and resulted in incremental compensation expense as discussed in Note 3. Centralized Cash Management Zimmer Biomet used 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 condensed consolidated balance sheets and statements of cash flows, respectively. Prior to the distribution, we borrowed $ 595 million under our borrowing agreement (see Note 9) and subsequently distributed $ 561 million of the proceeds to Zimmer Biomet. After this distribution and the impact of various transactions between the parties related to the separation, we had approximately $ 100 million of cash at distribution to operate as a standalone company. This includes approximately $ 10 million that will be payable to Zimmer Biomet upon the termination of certain interim operating model agreements as described below. 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 condensed consolidated statements of operations reflect the sales of these orthopedic products with Zimmer Biomet (in thousands): For the Three Months Ended September 30, For the Nine Months Ended September 30, 2022 2021 2022 2021 Related party net sales $ 1,303 $ 938 $ 3,419 $ 4,842 Related party cost of products sold, excluding intangible asset amortization 1,319 789 3,177 3,506 We will continue to sell these products to Zimmer Biomet in future periods pursuant to a transition manufacturing and supply agreement as described below. Net Parent Company Investment As discussed in Note 1, NPI is primarily impacted by contributions from Zimmer Biomet, which are the result of treasury activity and net funding provided by or distributed to Zimmer Biomet. For the nine months ended September 30, 2022 and 2021, net transactions with Zimmer Biomet reflected in the cash flows pre-distribution were $ 6.9 million and $ 1.3 million, respectively. Activities that impacted the net transfers from Zimmer Biomet include corporate overhead, stock based compensation, debt agreements between the parties and other allocations and centralized cash management. For the nine months ended September 30, 2022 and 2021, the total impact on NPI from these transactions were $ 70.4 million and $ 19.7 million, respectively. For all periods prior to the distribution, transfers between ZimVie and Zimmer Biomet affiliates were recognized in Net transactions with Zimmer Biomet. In connection with the distribution, certain net assets of approximately $ 79 million that were included in our pre-distribution balance sheet were retained by Zimmer Biomet, with the offset of the non-cash transaction reflected as a distribution within NPI. Separation-related adjustments were also recognized in Net transactions with Zimmer Biomet. During the three months ended September 30, 2021, we legally entered into a $ 24.4 million debt agreement with Zimmer Biomet. This debt was subsequently terminated in October 2021 without any cash being exchanged between a ZimVie subsidiary and Zimmer Biomet. After Distribution In connection with the distribution, ZimVie entered into various agreements that govern activity between the parties, including, but not limited to, the Separation and Distribution Agreement (the “Separation Agreement”), the Transition Services Agreement, interim operating model ("IOM") agreements, the Tax Matters Agreement, the Employee Matters Agreement and transition manufacturing and supply agreements. The amount due from and to Zimmer Biomet under the various agreements described below are included in related party receivable or payable, as applicable, in our condensed consolidated balance sheets as follows (in thousands): September 30, 2022 December 31, 2021 Related party receivable $ 15,870 $ — Related party payable 19,893 — The Separation Agreement sets forth our agreements with Zimmer Biomet regarding the principal actions taken in connection with the separation and the distribution. It also sets forth other agreements that govern aspects of our relationship with Zimmer Biomet following the separation and the distribution. The Separation Agreement provides for, among other things, (i) the assets to be transferred, the liabilities to be assumed and the contracts to be assigned to each of us and Zimmer Biomet as part of the separation, (ii) cross-indemnities principally designed to place financial responsibility for the obligations and liabilities of the ZimVie businesses with us and financial responsibility for the obligations and liabilities of Zimmer Biomet’s remaining businesses with Zimmer Biomet, (iii) procedures with respect to claims subject to indemnification and related matters and governing our and Zimmer Biomet’s obligations and allocations of liabilities with respect to ongoing litigation matters and (iv) the allocation between us and Zimmer Biomet of rights and obligations under existing insurance policies with respect to occurrences prior to completion of the distribution. The Separation Agreement also provides that, in order to obtain certain requisite governmental approvals, or for other business reasons, following the distribution date, Zimmer Biomet and certain of its affiliates will continue to operate certain activities relating to the ZimVie businesses in certain jurisdictions until the requisite approvals have been received or the occurrence of all other actions permitting the legal transfer of such activities, and we will receive, to the greatest extent possible, all of the economic benefits and burdens of such activities. The agreements that we entered into with Zimmer Biomet that govern aspects of ZimVie's relationship with Zimmer Biomet following the distribution include: Transition Services Agreement - Pursuant to the Transition Services Agreement, we and Zimmer Biomet provide certain services to one another, on an interim, transitional basis following the separation and the distribution. The services provided include certain regulatory services, commercial services, operational services, tax services, clinical affairs services, information technology services, finance and accounting services and human resource and employee benefits services. The agreed-upon charges for such services are generally intended to allow the providing company to recover all costs and expenses of providing such services and are included in Selling, general and administrative in our condensed consolidated statements of operations. The Transition Services Agreement terminates on the expiration of the term of the last service provided thereunder, which will generally be no later than March 31, 2025. Subject to certain exceptions in the case of willful misconduct or fraud, the liability of each of Zimmer Biomet and us under the Transition Services Agreement for the services it provides will be limited to the aggregate service fees paid to it in the immediately preceding one-year period. Interim Operating Agreements - Zimmer Biomet and ZimVie entered into a series of IOM agreements pursuant to which Zimmer Biomet and certain of its affiliates that held licenses, permits and other rights in connection with marketing, import and/or distribution of ZimVie products in various jurisdictions prior to the distribution will continue to market, import and distribute such products until such time as the relevant licenses and permits are transferred to ZimVie or its affiliates, while permitting ZimVie (or Zimmer Biomet, as applicable) to recognize revenue relating to the sale of its respective products, to the extent practicable. Under such IOM agreements and in accordance with the Separation Agreement, the relevant Zimmer Biomet entity will continue operations in the affected market on behalf of ZimVie, with ZimVie receiving all of the economic benefits and burdens of such activities. ZimVie began receiving these economic benefits as of March 1, 2022. Based on the terms of the IOM agreements, ZimVie determined it is the principal under this arrangement when: ZimVie holds all risks and rewards of ownership inclusive of risk of loss, market risk and benefits related to the inventory; ZimVie has latitude in pricing; ZimVie has the ability to direct Zimmer Biomet regarding decisions over inventory; and ZimVie is responsible for all credit and collections risks and losses associated with the related receivables. ZimVie is the principal in the majority of the IOM agreements and recognizes those sales on a gross basis. In limited jurisdictions, ZimVie is not the principal and recognizes revenue on a net basis. Upon exit of certain IOM agreements, we expect to pay approximately $ 10 million for the purchase of accounts receivable and inventory from Zimmer Biomet. Through September 30, 2022, we have paid Zimmer Biomet $ 5.4 million of the total expected $ 10 million related to the exit of certain IOM agreements. Tax Matters Agreement - The Tax Matters Agreement governs the respective rights, responsibilities and obligations of us and Zimmer Biomet after the distribution with respect to taxes (including taxes arising in the ordinary course of business and taxes, if any, incurred as a result of any failure of the distribution and certain related transactions to qualify as tax-free for U.S. federal income tax purposes), tax attributes, the preparation and filing of tax returns, tax elections, the control of audits and other tax proceedings and assistance and cooperation in respect of tax matters. The Tax Matters Agreement also imposes certain restrictions on us and our subsidiaries (including, among others, restrictions on share issuances, business combinations, sales of assets and similar transactions) designed to preserve the tax-free status of the distribution and certain related transactions. The Tax Matters Agreement provides special rules that allocate tax liabilities in the event the distribution, together with certain related transactions, does not qualify as tax-free. In general, under the Tax Matters Agreement, each party is expected to be responsible for any taxes imposed on Zimmer Biomet or us, as the case may be, that arise from the failure of the distribution, together with certain related transactions, to qualify as a transaction that is generally tax-free under Sections 355 and 368(a)(1)(D) and certain other relevant provisions of the Internal Revenue Code of 1986, to the extent that the failure to so qualify is attributable to actions, events or transactions relating to such party’s respective stock, assets or business, or a breach of the relevant representations or covenants made by that party in the Tax Matters Agreement. However, if such failure was the result of any acquisition of our shares or assets, or of any of our representations, statements or undertakings being incorrect, incomplete or breached, we generally will be responsible for all taxes imposed as a result of such acquisition or breach. Employee Matters Agreement - The Employee Matters Agreement allocates liabilities and responsibilities relating to employment matters, employee compensation and benefits plans and programs and other related matters. The Employee Matters Agreement governs certain compensation and employee benefits obligations with respect to the current and former employees and non-employee directors of each party. The Employee Matters Agreement provides that, except as otherwise specified, Zimmer Biomet is generally responsible for liabilities associated with employees who will remain employed by Zimmer Biomet and former employees whose last employment was with Zimmer Biomet’s businesses, and we are generally responsible for liabilities associated with employees who are or will be employed by us and former employees whose last employment was with the ZimVie businesses. The Employee Matters Agreement provided for the conversion of the outstanding awards granted under Zimmer Biomet’s equity compensation programs into adjusted awards relating to shares of Zimmer Biomet and/or ZimVie common stock in a manner intended to preserve the aggregate intrinsic value of the original awards. The adjusted awards are subject to substantially similar terms, vesting conditions, post-termination exercise rules and other restrictions that applied to the original Zimmer Biomet awards immediately before the separation. Transition Manufacturing and Supply Agreement and Reverse Transition Manufacturing and Supply Agreement - Pursuant to the Transition Manufacturing and Supply Agreement and the Reverse Transition Manufacturing and Supply Agreement, we or Zimmer Inc., a wholly-owned subsidiary of Zimmer Biomet, as the case may be, will manufacture or cause to be manufactured certain products for the other party, on an interim, transitional basis. Pursuant to such agreements, we or Zimmer, Inc., as the case may be, will be required to purchase certain minimum amounts of products from the other party. The Transition Manufacturing and Supply Agreement and the Reverse Transition Manufacturing and Supply Agreement will terminate on the expiration of the term of the last product manufactured by us or Zimmer, Inc., as the case may be, pursuant to such agreements, which will generally be no later than March 1, 2027. Other agreements include the Intellectual Property Matters Agreement and the Transitional Trademark License Agreement. |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 14. 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 wa s $ 4.8 million and $ 5.9 mi llion as of September 30, 2022 and December 31, 2021, 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, 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. |
Significant Accounting Policies
Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2022 | |
Accounting Policies [Abstract] | |
Nature of Business | Nature of Business ZimVie is a leading medical technology company dedicated to enhancing the quality of life for spine and dental patients worldwide. We develop, manufacture and market a comprehensive portfolio of products and solutions designed to treat a wide range of spine pathologies and support dental tooth replacement and restoration procedures. Our broad portfolio addresses all areas of spine with market leadership in cervical disc replacement and vertebral body tethering to treat pediatric scoliosis, and we are well-positioned in the growing global dental implant and biomaterials market with market leadership in oral reconstruction. 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, a motion-preserving alternative to fusion for patients with cervical disc disease, and The Tether, a novel non-fusion device for treatment of pediatric scoliosis. 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 condensed consolidated financial statements are prepared on a standalone basis and, for periods prior to March 1, 2022, were prepared on a carve-out basis from Zimmer Biomet’s consolidated financial statements and accounting records, and, accordingly, may not be indicative of the financial position, results of operations or cash flows had we operated as a standalone company during those periods. On March 1, 2022, ZimVie became a standalone publicly traded company, and our financial statements are now presented on a consolidated basis. The unaudited financial statements for all periods presented, including our historical results prior to March 1, 2022, are now referred to as "Condensed Consolidated Financial Statements," and have been prepared pursuant to the rules and regulations for reporting on Form 10-Q. Accordingly, certain information and disclosures required by U.S. generally accepted accounting principles ("GAAP") for complete consolidated financial statements are not included herein. In our opinion, all adjustments necessary for a fair statement of these interim statements have been included and are of a normal and recurring nature. These interim statements should be read in conjunction with the audited financial statements and notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2021 ("Annual Report"). The results of operations of any interim period are not necessarily indicative of the results of operations for the full year. Prior to the distribution, our equity balance in these condensed consolidated financial statements represented the excess of total assets over liabilities including the due to/from balances between us and Zimmer Biomet (referred to as "net parent investment" or "NPI") and accumulated other comprehensive income (loss). NPI was primarily impacted by contributions from Zimmer Biomet which were the result of treasury activities and net funding provided by or distributed to Zimmer Biomet. 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. |
Accounting Pronouncements Recently Issued | Accounting Pronouncements Recently Issued 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. |
Restructuring (Tables)
Restructuring (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
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 plans discussed above and excludes non-cash charges (in thousands): Nine Months Ended September 30, 2022 Employee Other Total Balance, December 31, 2021 $ 1,099 $ 1,150 $ 2,249 Additions 1,777 2,923 4,700 Non-cash adjustments — ( 320 ) ( 320 ) Cash payments ( 1,797 ) ( 1,724 ) ( 3,521 ) Balance, September 30, 2022 $ 1,079 $ 2,029 $ 3,108 |
Share-Based Compensation (Table
Share-Based Compensation (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
Schedule of Share-based Compensation | Share-based compensation expense was as follows (in thousands): For the Three Months Ended September 30, For the Nine Months Ended September 30, 2022 2021 2022 2021 Share-based compensation expense recognized in: Cost of products sold, excluding intangible asset amortization $ 118 $ 145 $ 2,204 $ 402 Research and development 448 221 2,992 655 Selling, general and administrative 4,722 1,452 19,786 4,110 5,288 1,818 24,982 5,167 Tax benefit related to awards ( 1,328 ) ( 426 ) ( 5,918 ) ( 1,211 ) Total expense, net of tax $ 3,960 $ 1,392 $ 19,064 $ 3,956 |
Summary of Stock Option Activity | Stock option activity was as follows: Period Ended September 30, 2022 Weighted Weighted Average Average Remaining Aggregate Number of Exercise Contractual Intrinsic Stock Options Price Life (Years) Value (in Millions) Outstanding at March 1, 2022 2,125,548 $ 27.32 Granted 484,650 23.87 Exercised ( 12,949 ) 17.28 Forfeited ( 122,607 ) 26.55 Outstanding at September 30, 2022 2,474,642 $ 26.73 7.1 $ - Exercisable at September 30, 2022 1,220,143 $ 25.35 5.6 $ - |
Summary of Restricted Stock Unit Activity | RSU activity was as follows: Period Ended September 30, 2022 Weighted Average Number of Grant Date RSUs Fair Value Outstanding at March 1, 2022 264,420 $ 31.55 Granted 1,270,934 23.66 Vested ( 33,980 ) 31.55 Forfeited ( 100,578 ) 24.91 Outstanding at September 30, 2022 1,400,796 $ 24.84 |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Earnings Per Share [Abstract] | |
Summary of Weighted Average Shares for Basic and Diluted Earnings Per Common Shares | The calculation of weighted average shares for the basic and diluted share earnings per common share is as follows (in thousands, except per share data): For the Three Months Ended September 30, For the Nine Months Ended September 30, 2022 2021 2022 2021 Net income (loss) $ 831 $ ( 30,249 ) $ ( 33,537 ) $ ( 34,563 ) Weighted average shares outstanding for basic net earnings per share 26,074 26,050 26,074 26,050 Effect of dilutive stock options and other equity awards (1) 76 — — — Weighted average shares outstanding for dilutive net earnings per share 26,150 26,050 26,074 26,050 Basic income (loss) per common share $ 0.03 $ ( 1.16 ) $ ( 1.29 ) $ ( 1.33 ) Diluted income (loss) per common share $ 0.03 $ ( 1.16 ) $ ( 1.29 ) $ ( 1.33 ) (1) Since we incurred a net loss in the nine months ended September 30, 2022 and in the three and nine months ended September 30, 2021 , no dilutive stock options or other equity awards were included as diluted shares in those periods. |
Inventories (Tables)
Inventories (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Inventory Disclosure [Abstract] | |
Summary of Inventories | Inventories consisted of the following (in thousands): September 30, 2022 December 31, 2021 Finished goods $ 187,595 $ 199,553 Work-in-progress 22,396 26,700 Raw materials 14,241 20,579 Inventories $ 224,232 $ 246,832 |
Goodwill and Other Intangible_2
Goodwill and Other Intangible Assets (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
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 thousands): Spine Dental Total Balance at December 31, 2021 Goodwill, Gross $ 1,089,400 $ 409,810 $ 1,499,210 Accumulated impairment losses ( 1,089,400 ) ( 142,000 ) ( 1,231,400 ) Goodwill, Net — 267,810 267,810 Currency translation — ( 13,407 ) ( 13,407 ) Balance at September 30, 2022 Goodwill, Gross 1,089,400 396,403 1,485,803 Accumulated impairment losses ( 1,089,400 ) ( 142,000 ) ( 1,231,400 ) Goodwill, Net $ — $ 254,403 $ 254,403 |
Summary of Identifiable Intangible Assets | The components of identifiable intangible assets were as follows (in thousands): Technology Trademarks Customer Relationships Other Total As of December 31, 2021: Intangible assets subject to amortization: Gross carrying amount $ 873,913 $ 143,187 $ 379,967 $ 56,839 $ 1,453,906 Accumulated amortization ( 409,839 ) ( 56,233 ) ( 171,576 ) ( 50,083 ) ( 687,731 ) Total identifiable intangible assets $ 464,074 $ 86,954 $ 208,391 $ 6,756 $ 766,175 As of September 30, 2022: Intangible assets subject to amortization: Gross carrying amount $ 808,183 $ 131,021 $ 348,975 $ 54,090 $ 1,342,269 Accumulated amortization ( 420,090 ) ( 58,375 ) ( 175,605 ) ( 48,655 ) ( 702,725 ) Total identifiable intangible assets $ 388,093 $ 72,646 $ 173,370 $ 5,435 $ 639,544 |
Summary of Estimated Annual Amortization Expense Based on Exchange Rates | Estimated annual amortization expense for the years ending December 31, 2022 through 2026 based on exchange rates in effect at December 31, 2021 is as follows (in millions): For the Years Ending December 31, 2022 (remaining) $ 20.9 2023 80.4 2024 78.0 2025 75.2 2026 72.6 Thereafter 312.4 Total $ 639.5 |
Other Current Liabilities (Tabl
Other Current Liabilities (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Other Current Liabilities [Abstract] | |
Schedule of Other Current Liabilities | Other current liabilities consisted of the following (in thousands): September 30, 2022 December 31, 2021 Other current liabilities: License and service agreements $ 23,123 $ 31,154 Salaries, wages and benefits 38,384 40,986 Lease liabilities 9,450 12,628 Accrued liabilities 65,179 48,512 Total other current liabilities $ 136,136 $ 133,280 |
Fair Value Measurements of As_2
Fair Value Measurements of Assets and Liabilities (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Fair Value Disclosures [Abstract] | |
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 that used significant unobservable inputs (Level 3) (in thousands): Level 3 - Liabilities Contingent payments related to acquisitions Balance December 31, 2021 $ 10,181 Change in estimate 2,750 Foreign currency impact 319 Balance September 30, 2022 $ 13,250 |
Debt (Tables)
Debt (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Debt Disclosure [Abstract] | |
Schedule of Debt | Our debt consisted of the following (in thousands): September 30, 2022 December 31, 2021 Term loan $ 553,987 $ — Debt issuance costs ( 4,507 ) — Total debt 549,480 — Less: current portion ( 14,025 ) — Total debt due after one year $ 535,455 $ — |
Segment Data (Tables)
Segment Data (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Segment Reporting [Abstract] | |
Summary of Net Sales and operating profit (loss) by Segment | Net sales and operating profit (loss) by segment are as follows (in thousands): Net Sales Operating Profit (Loss) Three Months Ended September 30, Three Months Ended September 30, 2022 2021 2022 2021 Spine $ 108,153 $ 129,298 $ 17,258 $ 11,563 Dental 105,121 109,383 17,465 19,156 Segment Total 213,274 238,681 34,723 30,719 Related party transactions 1,303 938 ( 16 ) ( 12,782 ) Expenses related to Parent products — — ( 275 ) ( 792 ) Intangible asset amortization — — ( 19,357 ) ( 21,527 ) Restructuring — — ( 689 ) ( 914 ) Acquisition, integration, divestiture and related — — ( 7,727 ) ( 5,053 ) Other — — ( 23,332 ) ( 19,918 ) Total $ 214,577 $ 239,619 $ ( 16,673 ) $ ( 30,267 ) Net Sales Operating Profit (Loss) Nine Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Spine $ 337,484 $ 405,159 $ 29,619 $ 46,037 Dental 343,839 343,075 68,097 67,520 Segment Total 681,323 748,234 97,716 113,557 Related party transactions 3,419 4,842 ( 11,777 ) ( 48,047 ) Expenses related to Parent products — — ( 891 ) ( 1,147 ) Intangible asset amortization — — ( 60,178 ) ( 65,041 ) Restructuring — — ( 6,486 ) ( 2,291 ) Acquisition, integration, divestiture and related — — ( 25,455 ) ( 12,011 ) Other — — ( 63,761 ) ( 20,184 ) Total $ 684,742 $ 753,076 $ ( 70,832 ) $ ( 35,164 ) |
Related Party Transactions (Tab
Related Party Transactions (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Related Party Transactions [Abstract] | |
Summary of Corporate Allocations Reflected in the Combined Statements of Operations | Corporate allocations reflected in the condensed consolidated statements of operations are as follows (in thousands): For the Three Months Ended September 30, For the Nine Months Ended September 30, 2022 2021 2022 2021 Cost of products sold $ - $ 536 $ ( 78 ) $ 526 Selling, general & administrative - 12,395 13,914 48,857 |
Summary of Sale Transactions with Related Party | The condensed consolidated statements of operations reflect the sales of these orthopedic products with Zimmer Biomet (in thousands): For the Three Months Ended September 30, For the Nine Months Ended September 30, 2022 2021 2022 2021 Related party net sales $ 1,303 $ 938 $ 3,419 $ 4,842 Related party cost of products sold, excluding intangible asset amortization 1,319 789 3,177 3,506 We will continue to sell these products to Zimmer Biomet in future periods pursuant to a transition manufacturing and supply agreement as described below. |
Summary of payments presented in condensed consolidated balance sheet | The amount due from and to Zimmer Biomet under the various agreements described below are included in related party receivable or payable, as applicable, in our condensed consolidated balance sheets as follows (in thousands): September 30, 2022 December 31, 2021 Related party receivable $ 15,870 $ — Related party payable 19,893 — |
Background, Nature of Busines_2
Background, Nature of Business and Basis of Presentation - Additional Information (Details) - Segment | 9 Months Ended | |
Mar. 01, 2022 | Sep. 30, 2022 | |
Percentage of Common Stock Shares Outstanding | 80.30% | |
Number of Operating Segments | 2 | |
Zimmer Biomet | ||
Percentage of Common Stock Shares Outstanding | 80.30% | |
Zim Vie Inc | ||
Percentage of Common Stock Shares Outstanding | 19.70% |
Restructuring - Additional Info
Restructuring - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring Charges | $ 689 | $ 914 | $ 6,486 | $ 2,291 |
Restructuring Charges Pre-tax | 700 | 2,400 | ||
Maximum [Member] | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring Charges | 6,000 | |||
Restructuring Charges Pre-tax | $ 100 | |||
Minimum [Member] | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring Charges | 5,000 | |||
ZB Restructuring Plans [Member] | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring Charges Pre-tax | $ 900 | $ 4,100 | $ 2,300 |
Restructuring - Schedule of Res
Restructuring - Schedule of Restructuring Liabilities (Details) $ in Thousands | 9 Months Ended |
Sep. 30, 2022 USD ($) | |
2019 And 2021 Restructuring Plan [Member] | |
Restructuring Cost and Reserve [Line Items] | |
Restructuring Reserve, Beginning Balance | $ 2,249 |
Restructuring Plans Member | |
Restructuring Cost and Reserve [Line Items] | |
Additions | 4,700 |
Non Cash Adjustment | (320) |
Cash payments | (3,521) |
Restructuring Reserve, Ending Balance | 3,108 |
Employee Severance [Member] | 2019 And 2021 Restructuring Plan [Member] | |
Restructuring Cost and Reserve [Line Items] | |
Restructuring Reserve, Beginning Balance | 1,099 |
Employee Severance [Member] | Restructuring Plans Member | |
Restructuring Cost and Reserve [Line Items] | |
Additions | 1,777 |
Non Cash Adjustment | 0 |
Cash payments | (1,797) |
Restructuring Reserve, Ending Balance | 1,079 |
Other Restructuring [Member] | 2019 And 2021 Restructuring Plan [Member] | |
Restructuring Cost and Reserve [Line Items] | |
Restructuring Reserve, Beginning Balance | 1,150 |
Other Restructuring [Member] | Restructuring Plans Member | |
Restructuring Cost and Reserve [Line Items] | |
Additions | 2,923 |
Non Cash Adjustment | (320) |
Cash payments | (1,724) |
Restructuring Reserve, Ending Balance | $ 2,029 |
Share-Based Compensation - Addi
Share-Based Compensation - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Feb. 28, 2022 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||
Share based compensation expense | $ 5,288 | $ 1,818 | $ 24,982 | $ 5,167 | |
Unexercised stock option,Vested | $ 10,300 | ||||
Weighted average remaining vesting period | 2 years 6 months | ||||
Vesting period | 3 years | ||||
Expected Volatility | 52.29% | ||||
Expected term | 6 years | ||||
Risk-free interest rate | 1.94% | ||||
Dividend yield | 0% | ||||
Unrecognized share-based compensation cost related to unvested stock options | $ 13,000 | $ 13,000 | |||
Weighted average vesting period of unrecognized share-based compensation costs | 2 years | ||||
2022 Stock Incentive Plan | |||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||
Common stock shares authorized | 3,000,000 | 3,000,000 | |||
Shares available for future grants | 1,500,000 | 1,500,000 | |||
Zim Vie Inc | |||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||
Share based compensation expense | $ 21,300 | ||||
Stock option not yet recognized | $ 11,000 | $ 11,000 | |||
Restricted Stock Units | |||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||
Weighted average fair value | $ 24.84 | $ 24.84 | $ 31.55 | ||
Unrecognized share-based compensation cost related to unvested stock options | $ 23,800 | $ 23,800 | |||
Weighted average vesting period of unrecognized share-based compensation costs | 2 years 4 months 24 days | ||||
Total fair value of RSUs vested | $ 1,100 | ||||
Restricted Stock Units | Zim Vie Inc | |||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||
Weighted average fair value | $ 31.55 | $ 31.55 | |||
Performance Restricted stock units and RSU | |||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||
Conversion of Shares | 300,000 | ||||
Stock Option | |||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||
Weighted average fair value | $ 14.76 | $ 14.76 | |||
Vesting period | 10 years | ||||
Stock Option | Zim Vie Inc | |||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||
Conversion of Shares | 2,100,000 |
Share-Based Compensation - Sche
Share-Based Compensation - Schedule of Share-based Compensation Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Total expense, pre-tax | $ 5,288 | $ 1,818 | $ 24,982 | $ 5,167 |
Tax benefit related to awards | (1,328) | (426) | (5,918) | (1,211) |
Total expense, net of tax | 3,960 | 1,392 | 19,064 | 3,956 |
Cost of Products Sold, Excluding Intangible Asset Amortization [Member] | ||||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Total expense, pre-tax | 118 | 145 | 2,204 | 402 |
Research and Development [Member] | ||||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Total expense, pre-tax | 448 | 221 | 2,992 | 655 |
Selling, General and Administrative [Member] | ||||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Total expense, pre-tax | $ 4,722 | $ 1,452 | $ 19,786 | $ 4,110 |
Share-Based Compensation - Summ
Share-Based Compensation - Summary of Stock Option Activity (Details) $ / shares in Units, $ in Millions | 7 Months Ended | 9 Months Ended |
Sep. 30, 2022 USD ($) $ / shares shares | Sep. 30, 2022 USD ($) $ / shares shares | |
Share-Based Payment Arrangement [Abstract] | ||
Number of Stock Options, Outstanding, Beginning Balance | shares | 2,125,548 | |
Number of Stock Options, Granted | shares | 484,650 | |
Number of Stock Options, Exercised | shares | (12,949) | |
Number of Stock Options, Forfeited | shares | (122,607) | |
Number of Stock Options, Outstanding, Ending Balance | shares | 2,474,642 | 2,474,642 |
Number of Stock Options, Exercisable | shares | 1,220,143 | 1,220,143 |
Weighted Average Exercise Price, Outstanding, Beginning Balance | $ / shares | $ 27.32 | |
Weighted Average Exercise Price, Granted | $ / shares | 23.87 | |
Weighted Average Exercise Price, Exercised | $ / shares | 17.28 | |
Weighted Average Exercise Price, Forfeited | $ / shares | 26.55 | |
Weighted Average Exercise Price, Outstanding, Ending Balance | $ / shares | 26.73 | $ 26.73 |
Weighted Average Exercise Price, Exercisable | $ / shares | $ 25.35 | $ 25.35 |
Weighted Average Remaining Contractual Life, Outstanding | 7 years 1 month 6 days | |
Weighted Average Remaining Contractual Life, Exercisable | 5 years 7 months 6 days | |
Aggregate Intrinsic Value, Outstanding | $ | $ 0 | $ 0 |
Aggregate Intrinsic Value, Exercisable | $ | $ 0 | $ 0 |
Share-Based Compensation - Su_2
Share-Based Compensation - Summary of Restricted Stock Unit Activity (Details) - Restricted Stock Units | 7 Months Ended |
Sep. 30, 2022 $ / shares shares | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Number of RSUs, Outstanding, Beginning Balance | shares | 264,420 |
Number of RSUs, Granted | shares | 1,270,934 |
Number of RSUs, Vested | shares | (33,980) |
Number of RSUs, Forfeited | shares | (100,578) |
Number of RSUs, Outstanding, Ending balance | shares | 1,400,796 |
Weighted Average Grant Date Fair Value, Outstanding, Beginning Balance | $ / shares | $ 31.55 |
Weighted Average Grant Date Fair Value, Granted | $ / shares | 23.66 |
Weighted Average Grant Date Fair Value, Vested | $ / shares | 31.55 |
Weighted Average Grant Date Fair Value, Forfeited | $ / shares | 24.91 |
Weighted Average Grant Date Fair Value, Outstanding, Ending Balance | $ / shares | $ 24.84 |
Earnings Per Share - Summary of
Earnings Per Share - Summary of Weighted Average Shares for Basic and Diluted Earnings Per Common Shares (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Earnings Per Share [Abstract] | ||||
Net Income (loss) | $ 831 | $ (30,249) | $ (33,537) | $ (34,563) |
Weighted Average shares outstanding for basic net earnings per share | 26,074 | 26,050 | 26,074 | 26,050 |
Effect of dilutive stock options and other equity awards | 76 | 0 | 0 | 0 |
Weighted Average shares outstanding for dilutive net earnings per share | 26,150 | 26,050 | 26,074 | 26,050 |
Basic income (loss) per common share | $ 0.03 | $ (1.16) | $ (1.29) | $ (1.33) |
Diluted income (loss) per common share | $ 0.03 | $ (1.16) | $ (1.29) | $ (1.33) |
Earnings Per Share - Additional
Earnings Per Share - Additional Information (Details) - shares shares in Millions | 3 Months Ended | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2022 | Mar. 01, 2022 | |
Earnings Per Share [Abstract] | |||
Number of shares distributed | 26.1 | ||
Weighted average number of shares excluded from computation of diluted earnings per share | 3.8 | 3.3 |
Inventories - Summary of Invent
Inventories - Summary of Inventories (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Inventory Disclosure [Abstract] | ||
Finished goods | $ 187,595 | $ 199,553 |
Work in progress | 22,396 | 26,700 |
Raw materials | 14,241 | 20,579 |
Inventories | $ 224,232 | $ 246,832 |
Inventories - Additional Inform
Inventories - Additional Information (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Inventory Disclosure [Abstract] | ||||
Amount charged to obsolete inventories | $ 4 | $ 11.2 | $ 21.6 | $ 25.6 |
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 | 12 Months Ended | |
Dec. 31, 2021 | Sep. 30, 2022 | |
Goodwill [Line Items] | ||
Goodwill, Gross | $ 1,499,210 | $ 1,485,803 |
Accumulated impairment losses | (1,231,400) | (1,231,400) |
Goodwill, Net | 267,810 | 254,403 |
Currency translation | (13,407) | |
Spine [Member] | ||
Goodwill [Line Items] | ||
Goodwill, Gross | 1,089,400 | 1,089,400 |
Accumulated impairment losses | (1,089,400) | (1,089,400) |
Goodwill, Net | 0 | 0 |
Currency translation | 0 | |
Dental [Member] | ||
Goodwill [Line Items] | ||
Goodwill, Gross | 409,810 | 396,403 |
Accumulated impairment losses | (142,000) | (142,000) |
Goodwill, Net | 267,810 | $ 254,403 |
Currency translation | $ (13,407) |
Goodwill and Other Intangible_4
Goodwill and Other Intangible Assets - Summary of Identifiable Intangible Assets (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Finite-Lived Intangible Assets [Line Items] | ||
Gross carrying amount | $ 1,342,269 | $ 1,453,906 |
Accumulated amortization | (702,725) | (687,731) |
Intangible assets, net | 639,544 | 766,175 |
Technology [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross carrying amount | 808,183 | 873,913 |
Accumulated amortization | (420,090) | (409,839) |
Intangible assets, net | 388,093 | 464,074 |
Trademarks and Trade Names [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross carrying amount | 131,021 | 143,187 |
Accumulated amortization | (58,375) | (56,233) |
Intangible assets, net | 72,646 | 86,954 |
Customer Relationships [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross carrying amount | 348,975 | 379,967 |
Accumulated amortization | (175,605) | (171,576) |
Intangible assets, net | 173,370 | 208,391 |
Other [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross carrying amount | 54,090 | 56,839 |
Accumulated amortization | (48,655) | (50,083) |
Intangible assets, net | $ 5,435 | $ 6,756 |
Goodwill and Other Intangible_5
Goodwill and Other Intangible Assets - Summary of Estimated Annual Amortization Expense Based on Exchange Rates (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
2022 (remaining) | $ 20,900 | |
2023 | 80,400 | |
2024 | 78,000 | |
2025 | 75,200 | |
2026 | 72,600 | |
Thereafter | 312,400 | |
Total identifiable intangible assets | $ 639,544 | $ 766,175 |
Other Current Liabilities - Sch
Other Current Liabilities - Schedule of Other Current Liabilities (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Other current liabilities: | ||
License and service agreements | $ 23,123 | $ 31,154 |
Salaries, wages and benefits | 38,384 | 40,986 |
Lease liabilities | 9,450 | 12,628 |
Accrued liabilities | 65,179 | 48,512 |
Total other current liabilities | $ 136,136 | $ 133,280 |
Fair Value Measurements of As_3
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] $ in Thousands | 9 Months Ended |
Sep. 30, 2022 USD ($) | |
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Fair Value, Beginning Balance | $ 10,181 |
Foreign currency impact | 319 |
Change in estimate | 2,750 |
Fair Value, Ending Balance | $ 13,250 |
Debt - Schedule of Debt (Detail
Debt - Schedule of Debt (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Debt Disclosure [Abstract] | ||
Term loan | $ 553,987 | $ 0 |
Debt issuance costs | (4,507) | 0 |
Total debt | 549,480 | 0 |
Less: current portion | (14,025) | 0 |
Total debt due after one year | $ 535,455 | $ 0 |
Debt - Additional Information (
Debt - Additional Information (Details) $ in Millions | 1 Months Ended | 6 Months Ended | 9 Months Ended | ||
Mar. 01, 2022 USD ($) | Dec. 17, 2021 USD ($) | Feb. 28, 2022 USD ($) | Jun. 30, 2022 USD ($) | Sep. 30, 2022 USD ($) | |
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 | ||||
Principal payment on term loan | $ 3.5 | $ 3.5 | |||
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 September 30, 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. | ||||
Revolver | |||||
Line of Credit Facility [Line Items] | |||||
Credit facility outstanding | $ 0 | ||||
Term Loan | |||||
Line of Credit Facility [Line Items] | |||||
Credit facility outstanding | $ 554 | ||||
Year One and Two | |||||
Line of Credit Facility [Line Items] | |||||
Repayment percentage | 2.50% | ||||
Year Three | |||||
Line of Credit Facility [Line Items] | |||||
Repayment percentage | 5% | ||||
Year Four | |||||
Line of Credit Facility [Line Items] | |||||
Repayment percentage | 10% | ||||
Maximum [Member] | |||||
Line of Credit Facility [Line Items] | |||||
Proceeds from revolving loans | $ 175 | ||||
Borrowings under term loan credit agreements | $ 595 | ||||
Borrowing interest Rate | 1.75% | ||||
Debt instrument total net leverage ratio | 6 | ||||
Minimum [Member] | |||||
Line of Credit Facility [Line Items] | |||||
Borrowing interest Rate | 1.50% | ||||
Debt instrument total net leverage ratio | 1 |
Derivatives - Additional Inform
Derivatives - Additional Information (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | |
Derivatives, Fair Value [Line Items] | ||||
Current derivative assets | $ 0.7 | $ 0.7 | ||
Derivative Asset, Current, Statement of Financial Position [Extensible Enumeration] | Assets, Current | Assets, Current | ||
Current derivative liabilities | $ 0.7 | $ 0.7 | ||
Derivative Liability, Current, Statement of Financial Position [Extensible Enumeration] | Liabilities, Current | Liabilities, Current | ||
Losses from derivative instruments | $ 1.9 | $ 3.3 | ||
Derivative notional amount | $ 47.5 | $ 47.5 | ||
Derivative outstanding | $ 0 | $ 0 | ||
Maximum [Member] | ||||
Derivatives, Fair Value [Line Items] | ||||
Foreign currency exchange forward contracts term | 3 months | |||
Minimum [Member] | ||||
Derivatives, Fair Value [Line Items] | ||||
Foreign currency exchange forward contracts term | 1 month |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Income Tax Disclosure [Abstract] | ||||
Effective tax rate on loss before income taxes | 103.70% | 0.80% | 59% | 3.60% |
Statutory tax rate | 21% | |||
Deferred tax liability increase in amount related to distribution | $ 3.9 |
Segment Data - Summary of Net S
Segment Data - Summary of Net Sales and Other Information by Segment (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Revenue, Major Customer [Line Items] | ||||
Net Sales | $ 214,577 | $ 239,619 | $ 684,742 | $ 753,076 |
Operating income (loss) | (16,673) | (30,267) | (70,832) | (35,164) |
Related party Transactions, net sales | 1,303 | 938 | 3,419 | 4,842 |
Expenses related to Parent products | (275) | (792) | (891) | (1,147) |
Profit or loss from related party transactions | (16) | (12,782) | (11,777) | (48,047) |
Intangible asset amortization | (19,357) | (21,527) | (60,178) | (65,041) |
Restructuring | (689) | (914) | (6,486) | (2,291) |
Acquisition, integration, divestiture and related | (7,727) | (5,053) | (25,455) | (12,011) |
Other | (23,332) | (19,918) | (63,761) | (20,184) |
Spine | ||||
Revenue, Major Customer [Line Items] | ||||
Net Sales | 108,153 | 129,298 | 337,484 | 405,159 |
Operating income (loss) | 17,258 | 11,563 | 29,619 | 46,037 |
Dental | ||||
Revenue, Major Customer [Line Items] | ||||
Net Sales | 105,121 | 109,383 | 343,839 | 343,075 |
Operating income (loss) | 17,465 | 19,156 | 68,097 | 67,520 |
Segment Total | ||||
Revenue, Major Customer [Line Items] | ||||
Net Sales | 213,274 | 238,681 | 681,323 | 748,234 |
Operating income (loss) | $ 34,723 | $ 30,719 | $ 97,716 | $ 113,557 |
Related Party Transactions - Su
Related Party Transactions - Summary of Corporate Allocations Reflected in the Combined Statements of Operations (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Selling, general & administrative | $ 129,345 | $ 135,990 | $ 389,509 | $ 405,065 |
Zimmer Biomet [Member] | ||||
Cost of products sold | 0 | 536 | (78) | 526 |
Selling, general & administrative | $ 0 | $ 12,395 | $ 13,914 | $ 48,857 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Details) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | 9 Months Ended | |||
Feb. 28, 2022 | Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | |
Share-based compensation benefit | $ 24,982 | $ 2,932 | ||||
Borrowings under term loan credit agreements | $ 595,000 | |||||
Related party cash after distribution | 100,000 | |||||
Net transactions with Zimmer Biomet reflected in the cash flows pre-distribution | 6,920 | 1,304 | ||||
Net transactions with Zimmer Biomet Holdings Inc. | $ (2,183) | (70,430) | (19,741) | |||
Dividend paid to Zimmer Biomet | 540,567 | 0 | ||||
Cash and Cash Equivalents, at Carrying Value | $ 116,008 | 116,008 | $ 100,399 | |||
Zimmer Biomet [Member] | ||||||
Borrowings under term loan credit agreements | 595,000 | |||||
Proceeds from Related Party Debt | 561,000 | |||||
Debt Agreement Amount | $ 24,400 | |||||
Related Party Transaction Debt Termination Description | This debt was subsequently terminated in October 2021 without any cash being exchanged between a ZimVie subsidiary and Zimmer Biomet. | |||||
Due to related parties | 10,000 | 10,000 | ||||
Net transactions with Zimmer Biomet reflected in the cash flows pre-distribution | 6,900 | 1,300 | ||||
Net transactions with Zimmer Biomet Holdings Inc. | 70,400 | 19,700 | ||||
Due from Related Parties | 79,000 | 79,000 | ||||
Accounts Receivable and Inventory, Related Parties | 10,000 | 10,000 | ||||
Dividend paid to Zimmer Biomet | 5,400 | |||||
Zimmer Biomet [Member] | Revision of Prior Period, Adjustment [Member] | ||||||
Share-based compensation benefit | $ 0 | $ 400 | $ 1,000 | $ 2,900 |
Related Party Transactions - _2
Related Party Transactions - Summary of Sale Transactions with Related Party (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Related Party Transaction [Line Items] | ||||
Related party net sales | $ 1,303 | $ 938 | $ 3,419 | $ 4,842 |
Zimmer Biomet [Member] | ||||
Related Party Transaction [Line Items] | ||||
Related party net sales | 1,303 | 938 | 3,419 | 4,842 |
Related party cost of products sold, excluding intangible asset amortization | $ 1,319 | $ 789 | $ 3,177 | $ 3,506 |
Related Party Transactions - _3
Related Party Transactions - Summary of Corporate Allocations Reflected in the Condensed Consolidated Balance sheet (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Related party receivable | $ 15,870 | $ 0 |
Related party payable | 19,893 | 0 |
Zimmer Biomet [Member] | ||
Related party receivable | 15,870 | 0 |
Related party payable | $ 19,893 | $ 0 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Details) - USD ($) $ in Millions | Sep. 30, 2022 | Dec. 31, 2021 |
Commitments and Contingencies Disclosure [Abstract] | ||
Amount of accrued loss contingency | $ 4.8 | $ 5.9 |