Exhibit 99.1
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL INFORMATION
On April 1, 2024 ZimVie Inc. (the “Company”) announced it had completed the previously announced sale of its spine business to H.I.G. Capital for $315.0 million of cash, subject to certain customary adjustments as set forth in the purchase agreement, and a $60.0 million promissory note. The following unaudited pro forma condensed consolidated balance sheet is based upon the historical financial statements of ZimVie, Inc. and its consolidated subsidiaries (collectively, “ZimVie”), adjusted to reflect the disposal of the spine business and the repayment of $275.0 million of outstanding indebtedness with a portion of the proceeds (collectively, the “Transaction”). The unaudited pro forma condensed consolidated balance sheet was prepared in accordance with Article 11 of Regulation S-X.
The following unaudited pro forma condensed consolidated balance sheet of ZimVie should be read in conjunction with the related notes herein and with the historical consolidated financial statements of ZimVie and the related notes included in previous filings with the Securities and Exchange Commission. The unaudited pro forma condensed consolidated balance sheet reflects the impacts of the Transaction as if it occurred on December 31, 2023. The pro forma adjustments, described in the related notes, are based on the best available information and certain assumptions that ZimVie believes are reasonable.
The unaudited pro forma condensed consolidated balance sheet is provided for illustrative and informational purposes only and is not necessarily indicative of what ZimVie’s financial position would have been had the Transaction occurred on December 31, 2023. Readers should not rely on the unaudited pro forma condensed consolidated balance sheet as being indicative of ZimVie’s financial position as of any future date.
ZimVie has not included an unaudited pro forma condensed consolidated statement of operations herein as the Transaction was already reflected as a component of discontinued operations within ZimVie’s financial statements for each of the three years ended December 31, 2023 included in its 2023 Annual Report on Form 10-K.
ZIMVIE INC.
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET
As of December 31, 2023
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ZimVie Historical |
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Disposal of Spine Business (A) |
Notes |
Pro Forma | ||
ASSETS | (amounts in thousands except per share data) | ||||||
Current Assets: |
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Cash and cash equivalents | $ | 71,511 | $ | 17,120 | B | $ | 88,631 |
Accounts receivable, less allowance for credit losses | 65,168 |
| - |
| 65,168 | ||
Inventories | 79,600 |
| - |
| 79,600 | ||
Prepaid expenses and other current assets | 23,825 |
| - | 23,825 | |||
Current assets of discontinued operations | 242,773 |
| (242,773) |
| - | ||
Total Current Assets | 482,877 |
| (225,653) |
| 257,224 | ||
Property, plant and equipment, net | 54,167 |
| - |
| 54,167 | ||
Goodwill | 262,111 |
| - |
| 262,111 | ||
Intangible assets, net | 114,354 |
| - |
| 114,354 | ||
Other assets | 26,747 |
| 58,703 | 85,450 | |||
Noncurrent assets of discontinued operations | 265,089 |
| (265,089) |
| - | ||
Total Assets | $ | 1,205,345 |
| (432,039) |
| $ | 773,306 |
LIABILITIES AND EQUITY |
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Current Liabilities: |
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Accounts payable | $ | 27,785 | $ | - | $ | 27,785 | |
Income taxes payable | 2,863 |
| - | 2,863 | |||
Other current liabilities | 67,108 |
| 4,904 | C | 72,012 | ||
Current liabilities of discontinued operations | 75,858 |
| (75,858) |
| - | ||
Total Current Liabilities | 173,614 |
| (70,954) |
| 102,660 | ||
Deferred income taxes | 265 |
| - |
| 265 | ||
Lease liability | 9,080 |
| - | 9,080 | |||
Other long-term liabilities | 9,055 |
| - | 9,055 | |||
Non-current portion of debt | 508,797 |
| (274,125) | D | 234,672 | ||
Noncurrent liabilities of discontinued operations | 95,041 |
| (95,041) |
| - | ||
Total Liabilities |
795,852 |
| (440,120) |
| 355,732 | ||
Commitments and Contingencies |
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Stockholders’ Equity: |
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Common stock, 0.01 par value, 150,000 shares authorized |
271 |
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|
271 | ||
Preferred stock, 0.01 par value, 15,000 shares authorized, 0 shares issued and outstanding |
- |
|
- |
- | |||
Additional paid in capital | 922,996 |
| - | 922,996 | |||
Accumulated deficit | (440,814) |
| 13,766 | E | (427,048) | ||
Accumulated other comprehensive loss | (72,960) |
| (5,684) | E | (78,644) | ||
Total Stockholders’ Equity | 409,493 |
| 8,081 | 417,574 | |||
Total Liabilities and Stockholders’ Equity | $ | 1,205,345 | $ | (432,039) |
| $ | 773,306 |
NOTES TO THE UNAUDITED PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET
The $60.0 million promissory note bears interest at 10% per annum and ZimVie would have recorded interest income of approximately $6 million in continuing operations, offset by any associated tax effects, on this note had the transaction occurred on January 1, 2023, and the resulting impact on earnings per share.
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