ZimVie (ZIMV) - 2025 Q2 - Quarterly Results

Company Overview and Q2 2025 Highlights ZimVie's Q2 2025 performance showed improved profitability, alongside the announcement of its pending acquisition by ARCHIMED, and an overview of its dental implant market leadership Second Quarter 2025 Financial Results (Continuing Operations) ZimVie reported Q2 2025 financial results with a slight decrease in net sales but significant improvements in net loss and adjusted profitability metrics compared to Q2 2024, reflecting the strength of its team and execution of strategy Second Quarter 2025 Key Financial Results (Continuing Operations) | Metric | Q2 2025 | Q2 2024 | Change (YoY) | | :-------------------------- | :-------- | :-------- | :----------- | | Net Sales | $116.7 million | $116.8 million | (0.1)% reported, (2.1)% constant currency | | Net Loss | $(3.8) million | $(9.6) million | Improved by $5.7 million | | Net Loss Margin | (3.3)% | (8.2)% | Improved by 490 basis points | | Adjusted Net Income | $7.2 million | $3.6 million | Increased by $3.6 million | | Basic and Diluted EPS | $(0.14) | - | - | | Adjusted Diluted EPS | $0.26 | - | - | | Adjusted EBITDA | $17.5 million | - | Increased by $1.6 million | | Adjusted EBITDA Margin | 15.0% | - | Increased by 150 basis points | Pending Acquisition by ARCHIMED ZimVie has entered into a definitive agreement to be acquired by an affiliate of ARCHIMED for $19.00 per share in cash, with the transaction expected to close by year-end 2025. This will result in ZimVie becoming a privately held company, its shares delisting from NASDAQ, and the withdrawal of fiscal 2025 guidance - ZimVie will be acquired by an affiliate of ARCHIMED for $19.00 in cash per share[8][10] - The transaction is expected to close by year-end 2025, subject to customary closing conditions, including stockholder and regulatory approvals[9] - Upon completion, ZimVie will become a privately held company, its common stock will no longer be listed on NASDAQ, and fiscal 2025 guidance has been withdrawn[9] About ZimVie ZimVie is a global life sciences leader in the dental implant market, headquartered in Palm Beach Gardens, Florida. The company develops, manufactures, and delivers a comprehensive portfolio of products and solutions designed to support dental tooth replacement and restoration procedures, including trusted dental implants, biomaterials, and digital workflow solutions - ZimVie is a global life sciences leader in the dental implant market[12] - The company develops, manufactures, and delivers a comprehensive portfolio of products and solutions for dental tooth replacement and restoration procedures[12] - Offerings include dental implants, biomaterials, and digital workflow solutions, aimed at improving smiles, function, and confidence[12] Non-GAAP Financial Measures This section provides detailed reconciliations of non-GAAP financial measures, offering supplemental insights into ZimVie's adjusted operational performance and key expense categories Note on Non-GAAP Financial Measures This section clarifies that the press release includes non-GAAP financial measures, which differ from U.S. GAAP. These measures are provided as supplemental information, not as a substitute for GAAP, and are used by management to evaluate business performance and offer investors a clearer view of underlying operational trends by excluding certain non-recurring or non-operational items - Non-GAAP financial measures are included, differing from U.S. GAAP, and should be considered in addition to, not as a substitute for, GAAP measures[13] - Management uses these non-GAAP measures internally to evaluate business performance and believes they provide meaningful incremental information to investors[19] - These measures enable period-to-period comparisons by excluding items that can cause dramatic changes in reported income but do not impact the fundamentals of operations[19] Reconciliation of Constant Currency Net Sales Net sales are reconciled to show performance on a constant currency basis, which excludes the effects of foreign currency exchange rates to provide a clearer understanding of underlying sales trends Net Sales (Continuing Operations) - Three Months Ended June 30 | Region | 2025 (in thousands) | 2024 (in thousands) | Change (%) | Foreign Exchange Impact | Constant Currency % Change | | :------------- | :------------------ | :------------------ | :--------- | :---------------------- | :------------------------- | | United States | $67,958 | $69,316 | (2.0%) | 0.0% | (2.0%) | | International | $48,704 | $47,495 | 2.5% | 5.0% | (2.5%) | | Net Sales | $116,662 | $116,811 | (0.1%) | 2.0% | (2.1%) | Net Sales (Continuing Operations) - Six Months Ended June 30 | Region | 2025 (in thousands) | 2024 (in thousands) | Change (%) | Foreign Exchange Impact | Constant Currency % Change | | :------------- | :------------------ | :------------------ | :--------- | :---------------------- | :------------------------- | | United States | $133,791 | $137,064 | (2.4%) | 0.0% | (2.4%) | | International | $94,868 | $97,942 | (3.1%) | 1.0% | (4.1%) | | Net Sales | $228,659 | $235,006 | (2.7%) | 0.4% | (3.1%) | Reconciliation of Adjusted Net Income and Diluted EPS This reconciliation adjusts GAAP net income and diluted EPS by excluding specific items such as restructuring costs, acquisition/integration expenses, intangible asset amortization, and other charges, providing a non-GAAP view of profitability that management uses to assess core operational performance Adjusted Net Income and Diluted EPS (Continuing Operations) - Three Months Ended June 30, 2025 | Metric (in thousands, except per share data) | Reported | Adjustments | Adjusted | | :------------------------------------------- | :------- | :---------- | :------- | | Net Sales | $116,662 | - | $116,662 | | Operating Income | $1,291 | $9,458 | $10,749 | | Net (Loss) Income | $(3,849) | $11,044 | $7,195 | | Diluted EPS | $(0.14) | $0.40 | $0.26 | Adjusted Net Income and Diluted EPS (Continuing Operations) - Three Months Ended June 30, 2024 | Metric (in thousands, except per share data) | Reported | Adjustments | Adjusted | | :------------------------------------------- | :------- | :---------- | :------- | | Net Sales | $116,811 | - | $116,811 | | Operating (Loss) Income | $(6,687) | $11,616 | $4,929 | | Net (Loss) Income | $(9,553) | $13,133 | $3,580 | | Diluted EPS | $(0.35) | $0.48 | $0.13 | Reconciliation of Adjusted EBITDA This section reconciles net loss to Adjusted EBITDA by adding back interest expense, income tax provision, depreciation, amortization, share-based compensation, restructuring costs, acquisition-related expenses, and other specific charges. This non-GAAP measure provides insight into the company's core operating profitability, showing improvements in both Adjusted EBITDA and its margin year-over-year Adjusted EBITDA (Continuing Operations) - Three Months Ended June 30 | Metric (in thousands) | 2025 | 2024 | Change (YoY) | | :-------------------- | :----- | :----- | :----------- | | Net Sales | $116,662 | $116,811 | (0.1%) | | Net Loss | $(3,849) | $(9,553) | Improved by $5,704 | | EBITDA | $10,682 | $4,810 | Increased by $5,872 | | Adjusted EBITDA | $17,452 | $15,817 | Increased by $1,635 | | Net Loss Margin | (3.3%) | (8.2%) | Improved by 4.9% | | Adjusted EBITDA Margin | 15.0% | 13.5% | Improved by 1.5% | Adjusted EBITDA (Continuing Operations) - Six Months Ended June 30 | Metric (in thousands) | 2025 | 2024 | Change (YoY) | | :-------------------- | :----- | :----- | :----------- | | Net Sales | $228,659 | $235,006 | (2.7%) | | Net Loss | $(6,474) | $(21,114) | Improved by $14,640 | | EBITDA | $21,801 | $10,120 | Increased by $11,681 | | Adjusted EBITDA | $35,011 | $28,616 | Increased by $6,395 | | Net Loss Margin | (2.8%) | (9.0%) | Improved by 6.2% | | Adjusted EBITDA Margin | 15.3% | 12.2% | Improved by 3.1% | Reconciliation of Adjusted Cost of Products Sold, R&D, and SG&A This section provides reconciliations for cost of products sold (excluding intangible asset amortization), research and development (R&D), and selling, general, and administrative (SG&A) expenses. Adjustments are made for specific items like amortization of step-up to fair value, regulatory costs, and share-based compensation modifications, to present a clearer view of operational expenses Adjusted Cost of Products Sold (excluding intangible asset amortization) - Three & Six Months Ended June 30 | Metric (in thousands) | Q2 2025 | Q2 2024 | H1 2025 | H1 2024 | | :-------------------------------------------------- | :-------- | :-------- | :-------- | :-------- | | Reported Cost of products sold | $(41,354) | $(43,517) | $(79,303) | $(87,775) | | Other charges | $344 | $287 | $658 | $573 | | Adjusted Cost of products sold | $(41,010) | $(43,230) | $(78,645) | $(87,202) | | Reported % of Net Sales | (35.4%) | (37.3%) | (34.7%) | (37.4%) | | Adjusted % of Net Sales | (35.2%) | (37.0%) | (34.4%) | (37.1%) | Adjusted Research and Development - Three & Six Months Ended June 30 | Metric (in thousands) | Q2 2025 | Q2 2024 | H1 2025 | H1 2024 | | :------------------------------------ | :-------- | :-------- | :-------- | :-------- | | Reported R&D | $(5,662) | $(6,579) | $(11,033) | $(13,359) | | EU medical device regulation | - | $311 | - | $712 | | Adjusted R&D | $(5,662) | $(6,268) | $(11,033) | $(12,647) | | Reported % of Net Sales | (4.9%) | (5.6%) | (4.8%) | (5.7%) | | Adjusted % of Net Sales | (4.9%) | (5.4%) | (4.8%) | (5.4%) | Adjusted Selling, General and Administrative - Three & Six Months Ended June 30 | Metric (in thousands) | Q2 2025 | Q2 2024 | H1 2025 | H1 2024 | | :------------------------------------ | :-------- | :-------- | :-------- | :-------- | | Reported SG&A | $(59,573) | $(62,384) | $(118,558) | $(122,714) | | Other charges | $83 | - | $117 | - | | Share-based compensation modification | $249 | - | $500 | - | | Adjusted SG&A | $(59,241) | $(62,384) | $(117,941) | $(122,714) | | Reported % of Net Sales | (51.1%) | (53.4%) | (51.8%) | (52.2%) | | Adjusted % of Net Sales | (50.8%) | (53.4%) | (51.6%) | (52.2%) | Condensed Consolidated Financial Statements This section presents ZimVie's condensed consolidated statements of operations, balance sheets, and cash flows, detailing financial performance and position for the reported periods Condensed Consolidated Statements of Operations The Condensed Consolidated Statements of Operations present ZimVie's financial performance for the three and six months ended June 30, 2025 and 2024, detailing revenues, expenses, and net loss, with an overall improvement in net loss from continuing operations in Q2 2025 compared to the prior year Condensed Consolidated Statements of Operations (in thousands, except per share data) - Three Months Ended June 30 | Metric | 2025 | 2024 | | :------------------------------------------ | :------- | :------- | | Net sales | $116,662 | $116,811 | | Operating Profit (Loss) | $1,291 | $(6,687) | | Net Loss from Continuing Operations | $(3,849) | $(9,553) | | Net Loss of ZimVie Inc. | $(3,947) | $(4,014) | | Basic (Loss) Earnings Per Common Share (Continuing operations) | $(0.14) | $(0.35) | | Diluted (Loss) Earnings Per Common Share (Continuing operations) | $(0.14) | $(0.35) | Condensed Consolidated Statements of Operations (in thousands, except per share data) - Six Months Ended June 30 | Metric | 2025 | 2024 | | :------------------------------------------ | :------- | :------- | | Net sales | $228,659 | $235,006 | | Operating Profit (Loss) | $2,071 | $(9,498) | | Net Loss from Continuing Operations | $(6,474) | $(21,114) | | Net Loss of ZimVie Inc. | $(5,418) | $(11,775) | | Basic (Loss) Earnings Per Common Share (Continuing operations) | $(0.23) | $(0.77) | | Diluted (Loss) Earnings Per Common Share (Continuing operations) | $(0.23) | $(0.77) | Condensed Consolidated Balance Sheets The Condensed Consolidated Balance Sheets provide a snapshot of ZimVie's financial position as of June 30, 2025, compared to December 31, 2024. The company reported a slight increase in total assets and stockholders' equity, while total liabilities decreased, partly due to the absence of discontinued operations' liabilities Condensed Consolidated Balance Sheets (in thousands) - As of June 30, 2025 vs December 31, 2024 | Metric | June 30, 2025 | December 31, 2024 | | :------------------------- | :-------------- | :---------------- | | Total Current Assets | $260,209 | $257,285 | | Total Assets | $758,224 | $753,674 | | Total Current Liabilities | $109,613 | $133,944 | | Total Liabilities | $345,423 | $371,967 | | Total Stockholders' Equity | $412,801 | $381,707 | Condensed Consolidated Statements of Cash Flows The Condensed Consolidated Statements of Cash Flows for the six months ended June 30, 2025, indicate net cash used in operating, investing, and financing activities, resulting in an overall decrease in cash and cash equivalents. This contrasts with the prior year's period which saw significant cash provided by investing activities due to the sale of the spine disposal group Condensed Consolidated Statements of Cash Flows (in thousands) - Six Months Ended June 30 | Metric | 2025 | 2024 | | :------------------------------------------ | :-------- | :-------- | | Net cash used in operating activities | $(10,682) | $(8,475) | | Net cash (used in) provided by investing activities | $(9,377) | $285,699 | | Net cash used in financing activities | $(709) | $(276,670) | | Decrease in cash and cash equivalents | $(6,396) | $(5,073) | | Cash and cash equivalents, end of period | $70,176 | $82,695 | Legal and Investor Information This section outlines important legal disclosures, investor communication details, and cautionary notes regarding forward-looking statements related to ZimVie's operations and pending acquisition Participants in the Solicitation This section identifies ZimVie's directors, executive officers, and other management as potential 'participants' in the solicitation of proxies for the proposed acquisition by ARCHIMED. It directs readers to ZimVie's 2025 Proxy Statement and subsequent SEC filings (Form 3/4) for detailed information on their compensation and security ownership, acknowledging that their interests may differ from general stockholders - ZimVie's directors, executive officers, and other management may be deemed 'participants' in the solicitation of proxies for the proposed ARCHIMED acquisition[20] - Information on their compensation and security ownership is detailed in ZimVie's 2025 Annual Meeting of Shareholders Proxy Statement and subsequent Form 3/4 filings with the SEC[20][21][22] Additional Important Information ZimVie intends to file relevant materials, including a proxy statement, with the SEC concerning the proposed acquisition. Investors and stockholders are strongly encouraged to review these documents, which will contain important information about the transaction and will be available free of charge on the SEC's website and ZimVie's investor relations section - ZimVie intends to file relevant materials, including a proxy statement, with the SEC regarding the proposed acquisition by ARCHIMED[23] - Investors and stockholders are urged to read all relevant documents filed with the SEC, including ZimVie's proxy statement, as they contain important information about the proposed transaction[23] - These documents will be available free of charge on the SEC's website (www.sec.gov) and ZimVie's investor relations website (https://investor.zimvie.com)[23](index=23&type=chunk) Cautionary Note Regarding Forward-Looking Statements This section serves as a cautionary note, indicating that the press release contains forward-looking statements based on current beliefs and expectations. It highlights that these statements are subject to significant risks, uncertainties, and changes in circumstances that could cause actual outcomes to differ materially, including risks related to the pending acquisition, market conditions, regulatory compliance, and economic factors - The press release contains forward-looking statements identified by words like 'expects,' 'believes,' 'anticipates,' and similar expressions[24] - These statements are based on current beliefs and assumptions but are subject to significant risks, uncertainties, and changes in circumstances[24] - Risks include those related to the proposed acquisition (e.g., timely completion, stockholder/regulatory approvals, competing offers, management diversion), dependence on new product development, pricing pressures, regulatory changes, competition, and global economic conditions[24][25] Media and Investor Contact Information This section provides contact details for media and investor relations inquiries for ZimVie Inc - Media Contact: Grace Flowers, Grace.Flowers@ZimVie.com, (561) 319-6130[26] - Investor Contact: Webb Campbell, Webb@gilmartinir.com[26]