Registrant’s telephone number, including area code: (~~303~~800) ~~443-7500~~342-5454

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

The number of shares of the Registrant’s Common Stock outstanding as of ~~July 28, 2023~~May 3, 2024 was ~~26,529,642~~27,288,700.

This Quarterly Report contains forward-looking statements within the meaning of federal securities laws, including, among others, any statements about our expectations, plans, intentions, strategies or prospects. We generally use the words “may,” “will,” “expects,” “believes,” “anticipates,” “plans,” “estimates,” “projects,” “assumes,” “guides,” “targets,” “forecasts,” “sees,” “seeks,” “should,” “could,” “would,” “predicts,” “potential,” “strategy,” “future,” “opportunity,” “work toward,” “intends,” “guidance,” “confidence,” “positioned,” “design,” “strive,” “continue,” “track,” “look forward to” and similar expressions to identify forward-looking statements. All statements other than statements of historical or current fact are, or may be deemed to be, forward-looking statements. Such statements are based upon the current beliefs, expectations and assumptions of management and are subject to significant risks, uncertainties and changes in circumstances that could cause actual outcomes and results to differ materially from the forward-looking statements. These risks, uncertainties and changes in circumstances include, but are not limited to: dependence on new product development, technological advances and innovation; shifts in the product category or regional sales mix of our products and services; supply and prices of raw materials and products; pricing pressures from competitors, customers, dental practices and insurance providers; changes in customer demand for our products and services caused by demographic changes or other factors; challenges relating to changes in and compliance with governmental laws and regulations affecting our United States (“U.S.”) and international businesses, including regulations of the U.S. Food and Drug Administration and foreign government regulators, such as more stringent requirements for regulatory clearance of products; competition; the impact of healthcare reform measures; reductions in reimbursement levels by third-party payors; cost containment efforts sponsored by government agencies, legislative bodies, the private sector and healthcare group purchasing organizations, including the volume-based procurement process in China; control of costs and expenses; dependence on a limited number of suppliers for key raw materials and outsourced activities; the ability to obtain and maintain adequate intellectual property protection; breaches or failures of our information technology systems or products, including by cyberattack, unauthorized access or theft; the ability to retain the independent agents and distributors who market our products; our ability to attract, retain and develop the highly skilled employees we need to support our business; the effect of mergers and acquisitions on our relationships with customers, suppliers and lenders and on our operating results and businesses generally; a determination by the Internal Revenue Service that the distribution or certain related transactions should be treated as taxable transactions; financing transactions undertaken in connection with the separation and risks associated with additional indebtedness; the impact of the separation on our businesses and the risk that the separation and the results thereof may be more difficult, time consuming and/or costly than expected, which could impact our relationships with customers, suppliers, employees and other business counterparties; restrictions on activities following the distribution in order to preserve the tax-free treatment of the distribution; the ability to form and implement alliances; changes in tax obligations arising from tax reform measures, including European Union rules on state aid, or examinations by tax authorities; product liability, intellectual property and commercial litigation losses; changes in general industry and market conditions, including domestic and international growth rates; changes in general domestic and international economic conditions, including inflation and interest rate and currency exchange rate fluctuations; the effects of ~~the COVID-19~~ global ~~pandemic~~pandemics and other adverse public health developments on the global economy, our business and operations and the business and operations of our suppliers and customers, including the deferral of elective procedures and our ability to collect accounts receivable; and the impact of the ongoing financial and political uncertainty on countries in the Euro zone on the ability to collect accounts receivable in affected countries.

See also Part I, Item 1A, “Risk Factors” of our Annual Report on Form 10-K for the year ended December 31, ~~2022~~2023 for further discussion of certain risks and uncertainties that could cause actual results and events to differ materially from the forward-looking statements. Readers of this Quarterly Report are cautioned not to rely on these forward-looking statements, since there can be no assurance that these forward-looking statements will prove to be accurate. Forward-looking statements speak only as of the date they are made, and we expressly disclaim any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

For additional information concerning factors that may cause actual results to vary materially from those stated in the forward-looking statements, see our reports on Form 10-K, 10-Q and 8-K filed with the U.S. Securities and Exchange Commission (the “SEC”) from time to time.

The accompanying notes are an integral part of these condensed consolidated financial statements.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE ~~INCOME (LOSS)~~LOSS (UNAUDITED)

The accompanying notes are an integral part of these condensed consolidated financial statements.

2. Discontinued Operations

As discussed in Note 1, on December 15, 2023, we entered into a definitive agreement to sell our spine segment. The historical financial condition and results of operations of our spine segment have been reflected as discontinued operations in our condensed consolidated financial statements. The assets and liabilities associated with this segment are classified as assets and liabilities of discontinued operations in the condensed consolidated balance sheets.

On April 1, 2024, we completed the sale of our spine segment for a total purchase price of $377.2 million (inclusive of $2.2 million in preliminary closing adjustments), subject to certain customary adjustments as set forth in the agreement, and received proceeds of $311.8 million, excluding the promissory note and transaction costs.

In conjunction with the sale, we entered into a Transition Services Agreement ("TSA") to provide certain support services for up to 12 months from the closing date of the sale. These services include, among others, accounting, information technology, human resources, quality assurance, regulatory affairs and customer support. Income recognized related to the TSA will be recorded as Other income in our condensed consolidated statements of operations.

Details of earnings (loss) from discontinued operations included in our condensed consolidated statement of operations are as follows (in thousands):


	For the Three Months Ended March 31,
	2024			2023
Net Sales
Third party, net	$	93,824		$	104,918
Related party, net		—			103
Total Net Sales		93,824			105,021
Cost of products sold, excluding intangible asset amortization		(28,441	)		(27,842	)
Related party cost of products sold, excluding intangible asset amortization		—			(97	)
Intangible asset amortization		—			(13,715	)
Research and development		(6,654	)		(8,168	)
Selling, general and administrative		(54,121	)		(60,995	)
Restructuring and other cost reduction initiatives		(1,851	)		(3,802	)
Acquisition, integration, divestiture and related		(6,373	)		(341	)
Other expense, net		(344	)		(876	)
Interest expense, net (1)		(5,294	)		(3,891	)
Loss from discontinued operations before income taxes		(9,254	)		(14,706	)
Adjustment of spine disposal group to fair value (2)		11,143			—
Benefit for income taxes from discontinued operations		1,833			1,107
Earnings (loss) from discontinued operations, net of tax	$	3,722		$	(13,599	)

(1)

A portion of the interest on our Term Loan (as defined and described in Note 8) has been allocated to discontinued operations consistent with the amount of proceeds used to repay a portion of the amounts outstanding under our Term Loan in accordance with our Credit Agreement (as defined and described in Note 8).

(2)

We performed an impairment analysis of the spine segment in December 2023 on a held-for-sale basis. The fair value of consideration to be received upon closure of the transaction was less than the carrying value of the spine segment's net assets resulting in a write-down of $289.5 million. We updated our analysis as of March 31, 2024, which resulted in a reduction of the December 2023 write-down of $11.1 million.

Details of assets and liabilities of discontinued operations are as follows (in thousands):


	As of
	March 31, 2024			December 31, 2023
Cash and cash equivalents	$	25,056		$	16,257
Accounts receivable, less allowance for credit losses		84,622			83,871
Inventories		125,115			130,430
Prepaid expenses and other current assets		13,522			12,215
Total Current Assets of Discontinued Operations		248,315			242,773
Property, plant and equipment, net		63,488			62,692
Intangible assets, net		468,008			477,110
Other assets		14,311			14,743
Total Noncurrent Assets of Discontinued Operations		545,807			554,545
Accounts payable	$	22,547		$	24,186
Income taxes payable		512			410
Other current liabilities		45,820			51,262
Total Current Liabilities of Discontinued Operations		68,879			75,858
Deferred income taxes		83,712			86,037
Lease liability		7,102			8,032
Other long-term liabilities		1,460			972
Total Noncurrent Liabilities of Discontinued Operations	$	92,274		$	95,041
Adjustment of spine disposal group to fair value (1)		(278,313	)		(289,456	)

(1) This adjustment is reflected in Noncurrent assets of discontinued operations in the condensed consolidated balance sheets.

Cash flows attributable to our discontinued operations are included on our condensed consolidated statements of cash flows. Significant non-cash operating and investing activities attributable to discontinued operations consisted of the following (in thousands):


	For the Three Months Ended March 31,
	2024		2023
Depreciation and amortization	$	—	$	24,003
Share-based compensation		712		617
Adjustment of spine disposal group to fair value		11,143		—
Additions to instruments		1,316		1,951
Additions to other property, plant & equipment		88		795

The components of identifiable intangible assets were as follows (in thousands):


	Technology			Trademarks and Trade Names			Customer Relationships			Other			Total			Technology			Trademarks and Trade Names			Customer Relationships			Other			Total
As of December 31, 2022:
As of December 31, 2023:
Intangible assets subject to amortization:
Gross carrying amount	$	844,730		$	137,785		$	364,917		$	53,955		$	1,401,387		$	168,841		$	37,056		$	143,565		$	47,670		$	397,132
Accumulated amortization		(444,603	)		(63,012	)		(188,913	)		(49,894	)		(746,422	)		(113,354	)		(23,393	)		(98,361	)		(47,670	)		(282,778	)
Total identifiable intangible assets	$	400,127		$	74,773		$	176,004		$	4,061		$	654,965		$	55,487		$	13,663		$	45,204		$	—		$	114,354
As of June 30, 2023:
As of March 31, 2024:
Intangible assets subject to amortization:
Gross carrying amount	$	854,876		$	139,631		$	367,863		$	54,054		$	1,416,424		$	168,787		$	36,782		$	141,595		$	47,564		$	394,728
Accumulated amortization		(471,002	)		(68,046	)		(202,770	)		(49,992	)		(791,810	)		(115,456	)		(23,941	)		(99,787	)		(46,064	)		(285,248	)
Total identifiable intangible assets	$	383,874		$	71,585		$	165,093		$	4,062		$	624,614		$	53,331		$	12,841		$	41,808		$	1,500		$	109,480

3.4. 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 incurred $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.

ZimVie Awards

The ZimVie Inc. 2022 Stock Incentive Plan was ~~originally~~ established effective as of March 1, 2022, and was amended effective May 12, 2023 (as amended, the "2022 Plan"). A total of 6.0 million shares of common stock are authorized for issuance under the 2022 Plan. Shares issued pursuant to converted Zimmer Biomet share-based awards do not count against this limit. At ~~June 30, 2023,~~March 31, 2024, ~~3.3~~2.9 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. Additionally, in cases of special circumstances as determined by the Compensation Committee of the Board of Directors, the Compensation Committee may, it its sole discretion, accelerate vesting. 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.

Share-based compensation expense was as follows (in thousands):


	For the Three Months Ended June 30,						For the Six Months Ended June 30,						For the Three Months Ended March 31,
	2023			2022			2023			2022			2024			2023
Share-based compensation expense recognized in:
Cost of products sold, excluding intangible asset amortization	$	303		$	289		$	569		$	2,086		$	(18	)	$	265
Research and development		383			466			805			2,544			401			422
Selling, general and administrative		5,129			5,467			9,282			15,064			3,090			4,154
		5,815			6,222			10,656			19,694			3,473			4,841
Tax benefit related to awards		(1,471	)		(1,572	)		(2,680	)		(4,601	)		(861	)		(1,209	)
Total expense, net of tax	$	4,344		$	4,650		$	7,976		$	15,093		$	2,612		$	3,632

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 asShare-based compensation expense related to ~~corporate or shared employees allocated to us on a proportional cost allocation method, primarily based on revenue.~~discontinued operations is included in the table above and is disclosed in Note 2.

Stock option activity was as follows:


	Period Ended June 30, 2023									Three Months Ended March 31, 2024
				Weighted		Weighted Average							Weighted		Weighted Average
				Average		Remaining		Aggregate					Average		Remaining		Aggregate
	Number of			Exercise		Contractual		Intrinsic		Number of			Exercise		Contractual		Intrinsic
	Stock Options			Price		Life (Years)		Value (in Millions)		Stock Options			Price		Life (Years)		Value (in Millions)
Outstanding at December 31, 2022		2,403,635		$	26.74
Outstanding at December 31, 2023											2,303,143		$	26.83
Granted		—			—						—			—
Exercised		—			—						(1,117	)		18.58
Forfeited		(76,670	)		23.10						(82,798	)		26.10
Outstanding at June 30, 2023		2,326,965		$	26.86		6.6	$	—
Exercisable at June 30, 2023		1,602,377		$	26.21		5.9	$	—
Outstanding at March 31, 2024											2,219,228		$	26.87		5.5	$	—
Exercisable at March 31, 2024											1,852,652		$	26.72		5.0	$	—

We used a Black-Scholes option-pricing model to determine the fair value of our stock options. For ~~new~~ awards granted shortly 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~~did 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 then 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.

Aggregate intrinsic value was negligible at ~~June 30, 2023.~~March 31, 2024. At ~~June 30, 2023,~~March 31, 2024, we had unrecognized share-based compensation cost related to unvested stock options of $~~8.3~~4.2 million, which is expected to be amortized over the remaining weighted average vesting period of approximately ~~1.7~~1.1 years.

RSU activity was as follows:


	Period Ended June 30, 2023					Three Months Ended March 31, 2024
				Weighted					Weighted
				Average					Average
	Number of			Grant Date		Number of			Grant Date
	RSUs			Fair Value		RSUs			Fair Value
Outstanding at December 31, 2022		1,382,500		$	24.64
Outstanding at December 31, 2023							1,942,210		$	15.13
Granted		1,526,343			10.34		738,939			17.58
Vested		(222,306	)		28.07		(278,865	)		28.13
Forfeited		(79,935	)		22.62		(132,728	)		14.22
Outstanding at June 30, 2023		2,606,602		$	16.98
Outstanding at March 31, 2024							2,269,556		$	14.38

RSUs ~~granted in the six months ended June 30, 2023~~outstanding at March 31, 2024 included ~~367,928~~326,321 RSUs (at target) with performance-based vesting provisions ("PRSUs"). PRSUs may vest from 0-150% of target based on the level of achievement of pre-defined performance metrics. PRSUs are payable in common shares and do not have the right to vote until vested. Compensation expense related to PRSUs is recognized over a 36-month cliff vesting period, and is adjusted as needed for changes in the projected level of achievement of the performance metrics.

At ~~June 30, 2023,~~March 31, 2024, we had unrecognized share-based compensation cost related to unvested RSUs of $~~26.6~~22.1 million, which is expected to be amortized into ~~net income~~earnings over the remaining weighted average vesting period of approximately ~~1.8~~1.5 years. The total fair value of RSUs granted during the three months ended March 31, 2024 and 2023 was $13.0 million and negligible, respectively. The total fair value of RSUs that vested during the ~~six~~three months ended ~~June 30,~~March 31, 2024 and 2023 was $~~6.2~~7.8 ~~million.~~million and $6.1 million, respectively.

4.14

5. 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 net loss per common share is as follows (in thousands, except per share data):

For the Three Months Ended June 30,

For the Six Months Ended June 30,

2023

2022

2023

2022

Net loss

$
(23,373
)

$
(8,712
)

$
(53,341
)

$
(34,368
)

Weighted Average shares outstanding for basic net loss per share

26,328

26,073

26,343

26,069

Effect of dilutive stock options and other equity awards (1)

—

—

—

—

Weighted Average shares outstanding for diluted net loss per share

26,328

26,073

26,343

26,069

Basic and diluted net loss per common share

$
(0.89
)

$
(0.33
)

$
(2.02
)

$
(1.32
)


	For the Three Months Ended March 31,
	2024			2023
Net Loss from Continuing Operations of ZimVie Inc.	$	(11,483	)	$	(16,369	)
Earnings (loss) from discontinued operations, net of tax		3,722			(13,599	)
Net Loss of ZimVie Inc.	$	(7,761	)	$	(29,968	)

Weighted average shares outstanding for basic net loss per common share		27,125			26,263
Effect of dilutive stock options and other equity awards (1)		—			—
Weighted average shares outstanding for diluted net loss per common share		27,125			26,263


Basic (Loss) Earnings Per Common Share:
Continuing operations	$	(0.42	)	$	(0.62	)
Discontinued operations		0.13			(0.52	)
Net Loss	$	(0.29	)	$	(1.14	)

Diluted (Loss) Earnings Per Common Share:
Continuing operations	$	(0.42	)	$	(0.62	)
Discontinued operations		0.13			(0.52	)
Net Loss	$	(0.29	)	$	(1.14	)

(1) Since we incurred a net loss in each of the three ~~and six~~ months ended ~~June 30,~~March 31, 2024 and 2023, ~~and 2022,~~ no dilutive stock options or other equity awards were included as diluted shares in those periods.

For the three months ended ~~June 30,~~March 31, 2024 and 2023, ~~and 2022,~~ a weighted average of ~~4.0~~2.4 million and ~~3.7~~ ~~million, respectively, and for the six months ended June 30, 2023 and 2022, a weighted average of~~ ~~3.7~~ ~~million and~~ ~~2.4~~3.4 million, respectively, options to purchase shares of common stock were not included in the computation of diluted ~~earnings~~net loss per share as the exercise prices of these options were greater than the average market price of the common stock.

5.6. Balance Sheet Details

Inventories consisted of the following (in thousands):


	June 30, 2023		December 31, 2022		March 31, 2024		December 31, 2023
Finished goods	$	193,264	$	200,098	$	50,007	$	54,456
Work-in-progress		21,055		21,199		21,159		20,659
Raw materials		13,213		12,557		6,069		4,485
Inventories	$	227,532	$	233,854	$	77,235	$	79,600

Amounts related 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 an expense of $~~1.6~~0.7 million and a benefit of $~~9.2~~1.0 million in the three months ended ~~June 30,~~March 31, 2024 and 2023, ~~and 2022, respectively, and were $0.6~~ ~~million and $17.6~~ ~~million in the six months ended June 30, 2023 and 2022,~~ respectively.

Other current liabilities consisted of the following (in thousands):


	June 30, 2023		December 31, 2022		March 31, 2024		December 31, 2023
Other current liabilities:
License and service agreements	$	19,233	$	25,337
Salaries, wages and benefits		32,172		47,812	$	18,155	$	23,171
Lease liabilities		9,681		9,617		3,700		4,053
Accrued liabilities		64,692		63,013
Other liabilities						40,564		39,884
Total other current liabilities	$	125,778	$	145,779	$	62,419	$	67,108

6.7. Fair Value Measurements of Assets and Liabilities

The fair value of foreign currency exchange forward contracts (see Note 8)9) are determined using Level 2 inputs. The carrying value of our debt (see Note 7)8) 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 March 31, 2024 and December 31, ~~2022 and June 30,~~ 2023 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 3 to our~~

~~consolidated 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			Level 3 - Liabilities
Contingent payments related to acquisitions
Balance December 31, 2022	$	13,250
Balance December 31, 2023				$	9,799
Settlements		(3,451	)		(2,963	)
Balance June 30, 2023	$	9,799
Balance March 31, 2024				$	6,836

7.8. Debt

Our debt consisted of the following (in thousands):


	June 30, 2023			December 31, 2022			March 31, 2024			December 31, 2023
Term loan	$	525,938		$	536,456		$	511,912		$	511,912
Debt issuance costs		(3,671	)		(4,223	)		(2,843	)		(3,115	)
Total debt		522,267			532,233			509,069			508,797
Less: current portion		—			—			(7,013	)		—
Total debt due after one year	$	522,267		$	532,233		$	502,056		$	508,797

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 (the “Term Loan” and, together with the Revolver, the “Credit Facility”).

~~On March 31, 2023, we made a principal payment~~As of $~~10.5~~ ~~million to cover the~~ March 31, 2024, ~~and June 30, 2024 mandatory scheduled principal payments on the Term Loan. As of June 30, 2023,~~ $~~525.9~~511.9 million was outstanding on the Term Loan, ~~following such payments,~~ and there were no outstanding borrowings under the Revolver. On April 1, 2024, we prepaid $275.0 million on the Term Loan using proceeds from the sale of our spine segment (as discussed in Notes 1 and 2), and we wrote off $0.9 million of debt issuance costs. As a result of this prepayment, we have no more scheduled quarterly amortization payments on the Term Loan, and the remaining balance is due at maturity on February 28, 2027.

As of ~~June 30, 2023,~~March 31, 2024, our interest rate was the secured overnight financing rate plus the applicable margin of 1.75% for term benchmark borrowings. Commitments under the Revolver are subject to a commitment fee on the unused portion of the Revolver of 25 basis points.

Borrowings under the Credit Facility are collateralized by substantially all of our personal property, including intellectual property and certain real property, and we, along with our subsidiaries party to the Credit Facility, pledged our equity interests in our subsidiaries, subject to materiality thresholds and certain limitations with respect to foreign subsidiaries. The Credit Facility contains various covenants that restrict our ability to take certain actions, including incurrence of indebtedness, creation of liens, mergers or consolidations, dispositions of assets, making certain investments, prepayments or redemptions of subordinated debt, or making certain restricted payments. In addition, the Credit Facility contains financial covenants that require us to maintain a maximum consolidated total net leverage ratio of 6.00 to 1.00. We were in compliance with all covenants as of ~~June 30, 2023.~~March 31, 2024.

See Note 109 to our consolidated financial statements included in our Annual Report for additional information on our Credit Agreement.

In April 2023, we financed $4.8 million of our corporate insurance premium, all of which was repaid by June 30, 2023.

8.9. 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 (expense) income, net.~~ Outstanding contracts are recorded ~~on the~~in our condensed consolidated balance sheet at fair value as of the end of the reporting period. The aggregate notional amounts of these contracts were $~~48.4~~38.0 million as of ~~June 30, 2023~~March 31, 2024 and $~~69.1~~25.0 million as of December 31, ~~2022.~~2023.

Current derivative assets of a negligible amount and $~~0.9~~0.4 million as of ~~June 30, 2023~~March 31, 2024 and $~~0.6~~ ~~million as of~~ December 31, ~~2022~~2023, respectively, were included in Prepaid expenses and other current assets on our condensed consolidated balance sheets. Current derivative liabilities of $0.1 million ~~as of June 30, 2023~~

and $~~0.3~~0.2 million as of March 31, 2024 and December 31, ~~2022~~2023, respectively, were included in Other current liabilities in our condensed consolidated balance sheets. ~~Losses~~Gains (losses) from these derivative instruments recognized onin our condensed consolidated statements of operations in Other ~~(expense) income,~~expense, net were $~~0.3~~0.1 million and $($~~0.5~~0.1 ~~million~~million) for the three ~~and six~~ months ended ~~June 30,~~March 31, 2024 and 2023, ~~respectively, and $1.4~~ ~~million for each of the three and six months ended June 30, 2022.~~respectively.

9.10. Income Taxes

Our effective tax rate (“ETR”) on loss before income taxes was (~~22.7~~55.0)% and (~~66.9~~45.0)% for the three months ended ~~June 30,~~March 31, 2024 and 2023, ~~and 2022, respectively, and~~ ~~5.1% and~~ ~~42.1% for the six months ended June 30, 2023 and 2022,~~ respectively. In the three months ended ~~June 30, 2023, the income tax benefit was higher than the~~ 21% U.S. federal statutory rate due to releases in prior year valuation allowances primarily driven by method changes in accounting for inventories for tax purposes in the U.S. In the six months ended June 30,both March 31, 2024 and 2023, the income tax benefit was lower than the 21% U.S. federal statutory rate due to losses ~~in certain jurisdictions with full~~not benefited as a result of valuation allowances ~~resulting in no tax benefit. In the three~~ and ~~six months ended June 30, 2022, the additional~~unfavorable U.S. taxable income ~~tax benefit compared to the statutory rate was driven by the impact of losses recorded prior to the distribution that were calculated~~modifications such as Global Intangible Low-Taxed Income (“GILTI”) and shortfalls 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 six months ended June 30, 2023 and 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.

During the six months ended June 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.stock compensation.

~~10.~~11. Segment Data

Our Chief Executive Officer is our Chief Operating Decision Maker. He allocates resources to achieve our operating profit goals and historically reviewed business performance through two operating segments, 1) the dental segment, and 2) the spine segment, which also represented our reportable segments. As discussed in Notes 1 and 2, the spine segment is presented as discontinued operations and is not required to be presented in the segment disclosures.

~~Net~~We conduct business in the following countries that hold 10% or more of our total combined property, plant and equipment, net (in thousands):


	As of
	March 31, 2024		December 31, 2023
U.S.	$	33,933	$	35,444
Spain		14,354		14,431
Other countries		3,833		4,292
Property, plant and equipment, net	$	52,120	$	54,167

U.S. and foreign sales ~~and operating profit (loss) by segment~~(based on the location of the customer) are as follows (in thousands):

Net Sales

Operating Profit (Loss)

Three Months Ended June 30,

Three Months Ended June 30,

2023

2022

2023

2022

Dental

$
118,649

$
118,149

$
21,090

$
24,973

Spine

106,247

115,218

10,386

7,262

Segment Total

224,896

233,367

31,476

32,235

Related party transactions

—

1,197

—

136

Expenses related to Parent products

—

—

—

—

Intangible asset amortization

—

—

(20,663
)

(19,916
)
Restructuring and other cost reduction initiatives

—

—

(8,445
)

(5,055
)
Acquisition, integration, divestiture and related

—

—

(1,396
)

(8,723
)
Other

—

—

(22,791
)

(20,213
)
Total

$
224,896

$
234,564

$
(21,819
)

$
(21,536
)

Net Sales

Operating Profit (Loss)

Six Months Ended June 30,

Six Months Ended June 30,

2023

2022

2023

2022

Dental

$
238,819

$
238,718

$
44,691

$
50,632

Spine

211,165

229,331

17,885

12,361

Segment Total

449,984

468,049

62,576

62,993

Related party transactions

339

2,116

11

(12,118
)
Expenses related to Parent products

—

—

—

(616
)
Intangible asset amortization

—

—

(41,172
)

(40,821
)
Restructuring and other cost reduction initiatives

—

—

(13,420
)

(5,797
)
Acquisition, integration, divestiture and related

—

—

(3,079
)

(17,728
)
Other

—

—

(42,861
)

(40,072
)
Total

$
450,323

$
470,165

$
(37,945
)

$
(54,159
)


	For the Three Months Ended March 31,
	2024		2023
U.S.	$	67,748	$	69,907
Spain		15,347		15,726
Other countries		35,100		34,537
Third party sales	$	118,195	$	120,170

13Sales within any other individual country were less than 10% of our combined sales in each of those periods. No single customer accounted for 10% or more of our sales in the three months ended March 31, 2024 and 2023.

13. Restructuring and Other Cost Reduction Initiatives

In January 2024, we initiated restructuring activities to better structure the organization to support our dental segment after the disposal of the spine segment. During the three months ended March 31, 2024, we recorded pre-tax charges of $2.4 million related to these activities. The restructuring charges incurred under this plan were primarily related to employee termination benefits. We anticipate total charges of approximately $7.0 million related to this plan.

In April and July 2023, we initiated ~~additional~~ restructuring activities to better position our organization for future success based on the ~~current~~then-current business environment. These ~~initiatives have~~activities had the objective of reducing our global cost structure and streamlining our organizational infrastructure across all regions, functions and levels. During the three ~~and six~~ months ended ~~June 30,~~March 31, 2024 and 2023, wethe pre-tax charges recorded under this plan were negligible and $1.2 million , respectively, primarily related to professional fees. We have incurred pre-tax charges of $~~7.0~~4.1 million from inception through March 31, 2024 and $~~8.6~~ ~~million, respectively, related to these actions. The restructuring~~no future charges ~~incurred in the three and six months ended June 30, 2023~~are expected under this ~~plan were primarily related to severance and professional fees~~plan.~~, and we anticipate total charges related to this plan of approximately $~~15-16 ~~million will be incurred in 2023 and 2024, including projects in process or under final evaluation as of June 30, 2023.~~

In June 2022, we initiated a restructuring plan with the objective of reducing costs and optimizing our global footprint. ~~In addition, the national~~ ~~volume-based procurement~~ program for spine products in China took place in late September 2022, and we were not successful in our bid. After evaluating our alternatives, in the fourth quarter of 2022 we approved a plan to exit our spine products activities in China. During each of the three and six months ended June 30, 2022, actions under the June 2022 plan resulted in a pre-tax charge of $~~1.7~~ ~~million.~~ During the three ~~and six~~ months ended ~~June 30, 2023,~~March 31, 2024, we recorded pre-tax charges of $~~1.4~~0.2 million ~~and $4.7~~ ~~million, respectively,~~ related to the actions under ~~these plans.~~this plan, primarily related to employee termination benefits. During the three months ended March 31, 2023, actions under this plan resulted in pre-tax charges that were negligible. We have incurred pre-tax charges of $~~13.7~~3.0 million from inception through ~~June 30, 2023,~~March 31, 2024, and we anticipate total charges of approximately $18-193.8 million related to ~~these plans.~~ ~~The restructuring charges incurred in the three and six months ended June 30, 2023 under these plans were primarily related to accelerated depreciation, severance and impairment of assets.~~ this plan. We anticipate incurring the remaining charges ~~through 2023.~~throughout the remainder of 2024.

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 $~~3.4~~ ~~million and $4.1~~ million in the three and six months ended June 30, 2022, 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):

Six Months Ended June 30,

Employee
Termination
Benefits

Other

Total

Balance, December 31, 2022

$
1,893

$
2,173

$
4,066

Additions

7,821

2,942

10,763

Cash payments

(3,734
)

(3,249
)

(6,983
)
Balance, June 30, 2023

$
5,980

$
1,866

$
7,846

Balance, December 31, 2021

$
1,099

$
1,150

$
2,249

Additions

1,500

2,511

4,011

Non-cash adjustments

—

(320
)

(320
)
Cash payments

(1,207
)

(1,572
)

(2,779
)
Balance, June 30, 2022

$
1,392

$
1,769

$
3,161


	Three Months Ended March 31,
	Employee Termination Benefits			Other			Total
Balance, December 31, 2023	$	947		$	—		$	947
Additions		2,507			71			2,578
Cash payments		(1,613	)		(71	)		(1,684	)
Balance, March 31, 2024	$	1,841		$	—		$	1,841

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

The following information should be read in conjunction with the interim condensed consolidated financial statements and related notes included elsewhere in this ~~Form 10-Q.~~Quarterly Report. Certain percentages presented in this discussion and analysis are calculated from the underlying whole-dollar amounts and therefore may not recalculate from the rounded numbers used for disclosure purposes. The following discussion may contain forward-looking statements that reflect our plans, estimates and beliefs. Our actual results could differ materially from those discussed in these forward-looking statements. Factors that could cause or contribute to these differences include those factors discussed in this ~~Form 10-Q~~Quarterly Report and in our Annual Report, particularly in “Cautionary Note Regarding Forward-Looking Statements” and “Risk Factors.”

ZimVie ~~Inc. (“ZimVie,” “we,” “us,” “our” or the “Company”)~~ was incorporated in ~~the State of Delaware on July 30,~~ 2021 as a wholly owned subsidiary of Zimmer Biomet ~~Holdings, Inc. (“Zimmer Biomet” or “Parent”). We were formed solely~~ for the sole purpose of ~~effecting the distribution of our outstanding shares of common stock on a pro rata basis to holders of Zimmer Biomet common stock and to hold~~holding directly or indirectly the assets and liabilities associated with the dental and spine businesses of Zimmer Biomet ~~prior to the~~for distribution. The distribution of the dental and spine businesses was completed on March 1, 2022, and resulted in ZimVie becoming a standalone, publicly traded company. ~~Prior to March 1, 2022, ZimVie’s financial statements were prepared on a carve-out basis and were derived from Zimmer Biomet’s consolidated financial statements and accounting records.~~

Following the distribution, Zimmer Biomet initially retained 19.7% of the outstanding shares of ZimVie common stock, and all transactions between ZimVie and Zimmer Biomet from the distribution to February 1, 2023 were reported as related party transactions. As of February 1, 2023, Zimmer Biomet had sold all of its 19.7% ownership in ZimVie and is no longer considered a related party. As such, transactions with Zimmer Biomet subsequent to February 1, 2023 are reported as third party transactions.

ZimVie is a leading medical technology company dedicated to enhancing the quality of life for dental and spine patients worldwide. Our operations are principally managed on a products basis and have historically included two operating segments, 1) the dental products segment, and 2) the spine products segment.

In the dental segment, our core services include designing, manufacturing and distributing dental implant systems. We develop, manufacture and market a comprehensive portfolio of products and solutions designed to support dental tooth replacement and restoration procedures and treat a wide range of spine pathologies. We are well-positioned in the growing global dental implant, biomaterials and digital dentistry market with a strong presence in the tooth replacement market with market leading positions in certain geographies. Our broad portfolio also addresses all areas of spine with market leadership in cervical disc replacement and vertebral body tethering to treat pediatric scoliosis. Our operations are principally managed on a products basis and include two operating segments, 1) the dental products segment, and 2) the spine products segment.

~~In the dental products market, our core services include designing, manufacturing and distributing a comprehensive portfolio of dental implant solutions, biomaterials and digital dentistry solutions.~~procedures. 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 ~~aesthetic and functional~~a more natural restoration to resemble the original teeth, and dental regenerative products are for soft tissue and bone rehabilitation.

In the spine ~~products market,~~segment, our core services include designing, manufacturing and distributing ~~a full suite of spinal surgery~~medical devices and surgical instruments to deliver comprehensive solutions ~~to treat patients~~for individuals with back or neck pain caused by degenerative conditions, deformities ~~tumors~~ or traumatic injury of the spine. Our broad portfolio addresses all areas of spine with market leadership in cervical disc replacement and vertebral body tethering to treat pediatric scoliosis. We also provide devices that promote bone healing.

~~We have~~On December 15, 2023, we entered into a ~~broad geographic revenue base, with meaningful exposure~~definitive agreement to ~~both established~~sell our spine segment to an affiliate of H.I.G. Capital. On April 1, 2024, we completed the sale of our spine segment for a total purchase price of $377.2 million (inclusive of $2.2 million in preliminary closing adjustments), subject to certain customary adjustments as set forth in the agreement, and ~~emerging markets. We have six manufacturing site locations,~~received proceeds of $311.8 million, excluding the promissory note and ~~a global presence~~transaction costs. See additional information in ~~approximately 25 countries.~~Notes 1 and 2 to our condensed consolidated financial statements included in Part I, Item 1 of this Quarterly Report.

Below is a summary of our restructuring and other cost reduction initiatives. For further information, refer to our discussion of expenses below under “Results of Operations - Three ~~and Six~~ Months Ended ~~June 30,~~March 31, 2024 and 2023 ~~and 2022~~ - Operating Expenses” and in Note 13 to our condensed consolidated financial statements included in Part I, Item 1 of this Quarterly Report.

In January 2024, we initiated restructuring activities to better structure the organization to support our dental segment following the disposal of the spine segment, as discussed in the "Overview - Sale of Spine Segment" above.

In April and July 2023, we initiated ~~additional~~ restructuring activities to better position our organization for future success based on the current business environment. ~~In July 2023, we expanded the scope of these activities and took additional actions.~~ These activities have the ~~overall~~ objective of reducing our global cost structure and streamlining our organizational infrastructure across all regions, functions and levels. ~~As a result of these initiatives, we expect an approximate 5% reduction in our global workforce, in addition to reductions in discretionary spending.~~

In June 2022, we initiated a restructuring plan with the objective of reducing costs and optimizing our global footprint. ~~In addition,~~ ~~the national volume-based procurement (“VBP”)~~Remaining activities under this program ~~for spine products~~primarily relate to final approval and execution of plans in China took place in late September 2022, and we were not successful in our bid. After evaluating our alternatives, in the fourth quarter of 2022 we approved a plan to exit our spine products activities in China. Annual 2022 spine product sales in China represented less than 1% of our consolidated annual sales.Asia.

The national VBP program for dental products in China took place in January 2023, and we were not successful in our bid. We plan to continue to operate our dental product activities in China by focusing on the private market. Annual 2022 dental product sales in China represented less than 1% of our consolidated annual sales

~~Three~~As discussed above in the "Overview," we entered into a definitive agreement in December 2023 to sell our spine segment, which closed on April 1, 2024. As such, the historical results of our spine segment have been reflected as discontinued operations in our condensed consolidated financial statements included in Part I, Item 1 of this Quarterly Report, and ~~Six~~the following discussion is presented on a continuing operations basis. See Notes 1 and 2 to our condensed consolidated financial statements included in Part I, Item 1 of this Quarterly Report for details of the financial condition, results of operations and selected cash flows of our spine segment.

The following ~~tables present~~table presents net sales ~~by product category~~ and the components of the percentage changes ~~(dollars~~($ in thousands):

~~Demand in the dental product category increased~~Volume declined slightly in the three months ended ~~June 30, 2023~~March 31, 2024 compared to the same prior year ~~period, primarily due to a growing~~period. Lower dental implant sales were mostly offset by increases in digital dentistry ~~market. Demand in the spine product category was negatively impacted in the three months ended June 30, 2023 compared to the same prior year period by continued competition, distributor turnover~~ and lower sales due to our exit from our spine products activities in China. Demand in the dental product category increased in the six months ended June 30, 2023 compared to the same prior year period, primarily due to higher demand for tooth replacement procedures combined with a growing digital dentistry market. Demand in the spine product category was negatively impacted in the six months ended June 30, 2023 compared to the same prior year period by increased competition and lower sales due to our exit from our spine products activities in China. The net sales declines for the three and six months ended June 30, 2023 were partially offset by net spine product sales retained by Zimmer Biomet in the same prior year periods in certain geographies where our separation and transition activities extended beyond the distribution date that did not recur in 2023 (for more information, see "After Distribution - Interim Operating Agreements" in Note 18 to our consolidated financial statements included in our Annual Report).biomaterials.

~~The dental product category~~We experienced ~~price improvement in the majority of geographic regions, including outside of North America (excluding China); however, there was an overall~~a price decline for the three and six months ended June 30, 2023 due to the timing of price changes year-over-year in North America. We expect the full year 2023 price impact to be positive for the dental portfolio. The spine product category continued to experience governmental healthcare cost pricing pressure efforts and similar efforts at local hospitals and health systems in the three ~~and six~~ months ended ~~June 30, 2023.~~March 31, 2024 compared to the same prior year period, primarily related to pricing pressures on premium dental implant system sales in North America resulting from a customer mix shift and customer consolidation in the specialty segment.

In countries where we have a subsidiary, we sell to customers in their local currencies. Accordingly, our net sales as reported in U.S. Dollars are affected by changes in foreign currency exchange rates. We are primarily exposed to foreign currency exchange rate risk with respect to net sales denominated in Euros ~~Chinese Renminbi, Israeli Shekel, New Zealand Dollar,~~and Japanese ~~Yen, Canadian Dollar and Swedish Krona.~~Yen. For the three months ended ~~June 30, 2023, foreign exchange fluctuations had a positive effect on year-over-year sales, while for the six months ended June 30, 2023,~~March 31, 2024, foreign exchange fluctuations had a negative effect on year-over-year sales, mainly due to ~~fluctuations~~the weakening of the ~~U.S. Dollar~~Japanese Yen against the ~~Euro.~~U.S. Dollar.

The ~~decrease~~increase in cost of products sold in dollars and as a percentage of net sales in the three ~~and six~~ months ended ~~June 30, 2023~~March 31, 2024 compared to the same prior year ~~periods~~period was primarily due to ~~a reduction in inventory charges in~~ the spine product category and an expense of $1.7 million in share-based compensation due to converted Zimmer Biomet awards recorded in the prior year six-month period that did not recur (for more information, see Note 3 to our condensed consolidated financial statements), partially offset by higher cost of products sold in the dental product category due to a change in product mix ~~from our growing digital dentistry portfolio.~~discussed above in "Net Sales - Volume/Mix Trends."

Intangible asset amortization ~~increased slightly~~decreased in dollars and as a percentage of net sales in the three ~~and six~~ months ended ~~June 30, 2023~~March 31, 2024 as compared to the same prior year ~~periods,~~period, primarily due to ~~the relatively fixed nature of amortization expense period over period.~~certain intangible assets becoming fully amortized in 2023.

Research and development ("R&D") expenses decreased in dollars and as a percentage of net sales ~~decreased~~ in the three ~~and six~~ months ended ~~June 30, 2023~~March 31, 2024 compared to the same prior year ~~periods,~~period, primarily due to savings ~~in the spine product category~~ from ~~the announced~~our restructuring and other cost reduction ~~initiatives. R&D expenses also decreased as a result of a decrease of $2.0 million~~initiatives, which resulted in ~~share-based~~reductions in compensation ~~due to converted Zimmer Biomet awards recorded in the prior year six-month period that did not recur (for more information, see Note 3 to our condensed consolidated financial statements).~~and professional services fees.

Selling, general and administrative (“SG&A”) expenses ~~increased~~decreased in dollars and as a percentage of net sales in the three ~~and six~~ months ended ~~June 30, 2023~~March 31, 2024 as compared to the same prior year ~~periods, primarily as a result of lower net sales, increased general and administrative costs~~period, generally due

to us being a standalone public company for the entire six-month period ended June 30, 2023 compared to the four-month period ended June 30, 2022, and increased marketing and medical education events in the 2023 periods compared to the same prior year periods. These increases were partially offset by indemnification of certain legal costs by Zimmer Biomet in the six months ended June 30, 2023, savings ~~resulting~~ from ~~the~~our announced restructuring ~~initiatives, stricter~~and other cost ~~containment measures on discretionary spending, as well as a $9.0 million decrease~~reduction initiatives. Specifically, the decline in SG&A was attributable to decreases in professional services fees ($1.6 million), compensation and recruiting expense ($1.4 million), information technology expense ($1.2 million), share-based compensation ~~due to converted Zimmer Biomet awards recorded in the prior year six-month period that did not recur (for more information, see Note 3 to our condensed consolidated financial statements)~~expense ($1.1 million) and marketing expense ($1.0 million).

Expenses ~~related to~~resulting from restructuring and other cost reduction initiatives relate to ~~our exit of our spine products business in China, our~~various restructuring plans ~~initiated in April 2023 and June 2022, and Zimmer Biomet's restructuring plans initiated in the fourth quarters of 2019 and 2021.~~as discussed above. We recognized ~~expenses~~expense of ~~$8.4~~$2.6 million and ~~$5.1~~$1.2 million in the three months ended ~~June 30,~~March 31, 2024 and 2023, ~~and 2022, respectively, and $13.4 million and $5.8 million~~respectively. The expenses in the ~~six~~three months ended ~~June 30, 2023 and 2022, respectively. These expenses~~March 31, 2024 primarily related to employee termination benefits ~~consulting~~and professional services fees and ~~accelerated depreciation.~~expenses in the three months ended March 31, 2023 primarily related to professional services fees. For more information regarding these expenses, see Note 13 to our condensed consolidated financial ~~statements.~~statements included in Part I, Item 1 of this Quarterly Report.

Acquisition, integration, divestiture and related expenses ~~decreased~~include costs incurred to prepare for and complete the separation from our former parent (such as professional fees, transition services agreements, costs to stand up our corporate organization and infrastructure), changes in the ~~three~~fair value of contingent consideration for acquisitions closed prior to the separation date and ~~six~~transaction costs related to the disposal of our spine segment. Acquisition, integration, divestiture and related expenses decreased by $0.3 million for the three months ended ~~June 30, 2023~~March 31, 2024 as compared to the same prior year ~~periods,~~period, due primarily to ~~less~~decreases in separation-related expenses ($1.3 million), partially offset by transaction costs ~~incurred in connection with building out capabilities necessary~~related to ~~becoming a standalone, public company.~~the evaluation of strategic options for our portfolio ($1.0 million).

Other (Expense) Income, ~~(Expense),~~ net, Interest Expense, net, and Income Taxes

Our other (expense) income, ~~(expense),~~ net, primarily relates to the remeasurement of monetary assets and liabilities that are denominated in a currency other than the subsidiary’s functional currency. Therefore, the income or expense varies based upon the volatility of foreign currency exchange rates.

Interest expense, net, in the three ~~and six~~ months ended ~~June 30, 2023 increased~~March 31, 2024 decreased compared to the same prior year ~~periods,~~period, primarily due to ~~higher average outstanding debt and increased~~a shift in the allocation of interest ~~rates.~~expense to discontinued operations in connection with the finalization of the amount of the Term Loan prepayment using proceeds from the sale of our spine segment.

Our effective tax rate (“ETR”) on loss before income taxes was ~~22.7%~~(55.0)% and ~~66.9%~~(45.0)% for the three months ended ~~June 30,~~March 31, 2024 and 2023, ~~and 2022, respectively, and 5.1% and 42.1% for the six months ended June 30, 2023 and 2022,~~ respectively. In the three months ended June 30, 2023, the income tax benefit was higher than the 21% U.S. federal statutory rate due to releases in prior year valuation allowances primarily driven by method changes in accounting for inventories for tax purposes in the U.S. In the six months ended June 30,both March 31, 2024 and 2023, the income tax benefit was lower than the 21% U.S. federal statutory rate due to losses ~~in certain jurisdictions with full~~not benefited as a result of valuation allowances ~~resulting in no tax benefit. In the three~~ and ~~six months ended June 30, 2022, the additional~~unfavorable U.S. taxable income ~~tax benefit compared to the statutory rate was driven by the impact of losses recorded prior to the distribution that were calculated~~modifications such as GILTI and shortfalls 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 six months ended June 30, 2023 and 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.

During the six months ended June 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 net parent investment.stock compensation.

Our ETR in future periods could also potentially be impacted by: changes in our mix of pre-tax earnings; changes in tax rates, tax laws or their interpretation; the outcome of various federal, state and foreign audits; and the expiration of certain statutes of limitations. Currently, we cannot reasonably estimate the impact of these items on our financial results.

Sales in our dental segment in the three and six months ended June 30, 2023 increased from the same prior year periods, primarily due to an increase in demand for tooth replacement procedures combined with a growing digital dentistry market. Dental segment net sales in the six months ended June 30, 2023 were partially offset by the negative effect of changes in foreign exchange rates. Sales in our spine segment in the three months ended June 30, 2023 decreased from the same prior year period, primarily due to continued competition, distributor turnover and lower sales as a result of our exit from our spine products activities in China, partially offset by net spine product sales retained by Zimmer Biomet in the same prior year period in certain geographies where our separation and transition activities extended beyond the distribution date that did not recur in 2023 (for more information, see "After Distribution - Interim Operating Agreements" in Note 18 to our consolidated financial statements included in our Annual Report) and the positive impact of changes in foreign exchange rates. Spine segment net sales in the six months ended June 30, 2023 were negatively impacted by increased competition and lower sales due to our exit from our spine products activities in China, partially offset by new spine product sales retained by Zimmer Biomet in the same prior year period in certain geographies where our separation and transition activities extended beyond the distribution date that did not recur in 2023 and the positive impact of changes in foreign exchange rates.

In our dental segment, operating profit decreased for the three and six months ended June 30, 2023 compared to the same prior year periods, primarily due to higher cost of products sold due to a change in mix from our growing digital dentistry portfolio, as well as higher marketing costs related to events and conferences that we did not attend in the 2022 periods. In our spine segment, operating profit increased for the three and six months ended June 30, 2023 compared to the same prior year periods, primarily due to a reduction in inventory charges in the spine product category and lower SG&A and R&D costs from the announced restructuring and other cost reduction initiatives. Both segments benefited from reduced share-based compensation due to converted Zimmer Biomet awards recorded in the prior year period that did not recur (for more information, see Note 3 to our condensed consolidated financial statements).

The following discussion represents the combined liquidity and capital resources of continuing and discontinued operations.

As of ~~June 30, 2023~~March 31, 2024 and December 31, ~~2022,~~2023, we had ~~$66.2~~$68.6 million and ~~$89.6~~$87.8 million, respectively, in cash and cash equivalents.

Cash flows used in operating activities were ~~$6.9~~$11.5 million and $7.2 million in the ~~six~~three months ended ~~June 30,~~March 31, 2024 and 2023 ~~compared~~respectively. Working capital for the three months ended March 31, 2024 used cash of $5.4 million primarily due to cash ~~flows~~used by accounts payable and accrued liabilities and accounts receivable, partially offset by cash provided by ~~operating activities of $30.7 million in~~income taxes and inventories. Working capital for the ~~six~~three months ended ~~June 30, 2022. An increase in~~March 31, 2023 used cash ~~used in working capital was primarily attributable~~of $7.4 million due to ~~an increase in~~ cash used for related party payables, ~~income taxes,~~ accounts payable and accrued liabilities and ~~a decrease in cash provided by inventories, mostly~~accounts receivable, partially offset by ~~an increase in~~ cash provided by related party receivables, income taxes and ~~accounts receivable and a decrease in cash used for prepayments.~~inventories.

Cash flows used in investing activities were ~~$7.1~~$4.1 million and $5.8 million in the ~~six~~three months ended ~~June 30,~~March 31, 2024 and 2023, ~~compared to $14.2 million in the six months ended June 30, 2022.~~respectively. The ~~decrease~~reduction in cash used in investing activities was primarily related to the ~~decrease~~reduction in capital expenditures for instruments and other property, plant and ~~equipment due to efforts to optimize our product portfolio and manufacturing and logistics network.~~equipment.

Cash flows used in financing activities were ~~$9.8~~$1.4 million inand $10.9 million for the ~~six~~three months ended ~~June 30,~~March 31, 2024 and 2023, ~~compared to cash flows provided by financing activities of $18.7 million in the six months ended June 30, 2022.~~respectively. In the ~~current~~prior year period, we ~~prepaid~~made optional prepayments on the ~~debt repayments~~Term Loan of $10.5 million, which represented the aggregate amount of the mandatory scheduled ~~for~~principal payments due in the first ~~half~~six months of 2024 (as discussed in Note 7 to our condensed consolidated financial statements). In the 2022 period, new borrowings under our Term Loan (as discussed in Note 7 to our condensed consolidated financial statements) were used primarily for a dividend paid to Zimmer Biomet at the time of the distribution.2024.

For additional information regarding our current debt arrangements, ~~including the term loan amortization schedule,~~ see Note 109 to our consolidated financial statements included in our Annual Report. In addition, for information regarding our other material estimated future cash requirements under our contractual obligations and certain other commitments, see “Material Cash Requirements” in Part

II, Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations in our Annual Report. There have been no material changes to such information except as set forth herein.

We believe that available cash and cash equivalents, cash flows generated through operations and cash available under our revolving credit facility will be sufficient to meet our liquidity needs, including capital expenditures, for at least the next 12 months. On April 1, 2024, we prepaid $275.0 million on the Term Loan using proceeds from the sale of our spine segment (as discussed in Notes 1 and 2), and we wrote off $0.9 million of debt issuance costs. As a result of this prepayment, we have no more scheduled quarterly amortization payments on the Term Loan, and the remaining balance is due at maturity on February 28, 2027.

Our financial results are affected by the selection and application of accounting policies and methods and require us to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Critical accounting estimates are those that involve a significant level of estimation uncertainty and have had or are reasonably likely to have a material impact on our financial condition and results of operations. There were no changes in the ~~six-month period~~three months ended ~~June 30, 2023~~March 31, 2024 to the application of our critical accounting estimates as described in our Annual Report.

See Note 1 to our condensed consolidated financial statements included in this Quarterly Report for information on how recent accounting pronouncements have affected or may affect our financial position, results of operations or cash flows.

We are exposed to certain market risks as part of our ongoing business operations, including risks from changes in foreign currency exchange rates, interest rates and commodity prices that could affect our financial condition, results of operations and cash flows.

We operate on a global basis and are exposed to the risk that our financial condition, results of operations and cash flows could be adversely affected by changes in foreign currency exchange rates. We are primarily exposed to foreign currency exchange rate risk with respect to transactions and net assets denominated in Euros, ~~Chinese Renminbi, Israeli Shekel, New Zealand Dollar,~~ Japanese Yen, British Pounds, Australian Dollars and Canadian ~~Dollar and Swedish Krona.~~Dollars. We manage our foreign currency exposure centrally, on a combined basis, which allows us to net exposures and to take advantage of any natural offsets. To reduce the uncertainty of foreign currency exchange rate movements on transactions denominated in foreign currencies, we enter into derivative financial instruments in the form of foreign currency exchange forward contracts with major financial institutions. These forward contracts are designed to reduce the foreign exchange impact monetary assets and liabilities in non-functional currencies have on our financial results. Realized and unrealized gains and losses on these contracts are recognized in other (expense) income, ~~(expense),~~ net.

We purchase raw material commodities such as cobalt chrome, titanium, tantalum, polymer and sterile packaging. We enter into supply contracts generally with terms of 12 to 24 months, where available, on these commodities to alleviate the effect of market fluctuations in prices. As part of our risk management program, we perform sensitivity analyses related to potential commodity price changes. A 10% price change across all these commodities would not have a material effect on our condensed consolidated financial position, results of operations or cash flows.

Our interest expense and related risks as reported in our condensed consolidated statements of operations are ~~growing~~ due to ~~the Credit Agreement.~~borrowings under our credit agreement. As of ~~June 30, 2023,~~March 31, 2024, we had ~~$525.9~~$511.9 million of floating rate debt ~~potentially~~ subject to the adjusted term secured overnight financing rate ("SOFR"). A hypothetical increase of 100 basis points in SOFR to our floating rate debt would, among other things, ~~increase~~decrease our annual pre-tax ~~loss~~earnings by ~~$5.3~~$5.1 million.

Financial instruments, which potentially subject us to concentrations of credit risk, are primarily cash and cash equivalents, derivative instruments and accounts receivable.

We place our cash and cash equivalents with highly rated financial institutions and limit the amount of credit exposure to any one entity. We believe we do not have any significant credit risk on our cash and cash equivalents.

Our concentrations of credit risks with respect to trade accounts receivable are limited due to the large number of customers and their dispersion across a number of geographic areas and by frequent monitoring of the creditworthiness of the customers to whom credit is granted in the normal course of business. Substantially all of our trade receivables are concentrated in the public and private hospital and dental practices in the healthcare industry in the U.S. and internationally or with distributors or dealers who operate in international markets and, accordingly, are exposed to their respective business, economic and ~~country specific~~country-specific variables. Our ability to collect accounts receivable in some countries depends in part upon the financial stability of these hospital and healthcare sectors and the respective countries’ national economic and healthcare systems. Most notably, in Europe healthcare is typically sponsored by the government. Since we sell products to public hospitals in those countries, we are indirectly exposed to government budget constraints. To the extent the respective governments’ ability to fund their public hospital programs deteriorates, we may have to record significant bad debt expenses in the future.

While we are exposed to risks from the broader healthcare industry in Europe and around the world, there is no significant net exposure due to any individual customer. Exposure to credit risk is controlled through credit approvals, credit limits and monitoring procedures, and we believe that reserves for losses are adequate.

Under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we conducted an evaluation of our disclosure controls and procedures as defined under Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended ("Exchange Act"). Based on this evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective as of ~~June 30, 2023~~March 31, 2024 to provide reasonable assurance that information required to be disclosed in our reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC rules and forms and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

There were no changes in our internal control over financial reporting during the three months ended ~~June 30, 2023~~March 31, 2024 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

We are subject to various claims, legal proceedings and investigations regarding product liability, intellectual property, commercial and other matters that arise in the normal course of business. We currently do not expect the outcome of these matters to have a material adverse impact on our results of operations, cash flows or financial position. However, the outcome of such matters is unpredictable, our assessment of them may change, and resolution of them could have a material adverse effect on our financial position, results of operations or cash flows.

For additional information related to our contingencies, see Note 1112 to our condensed consolidated financial statements included in Part I, Item 1 of this Quarterly Report, which is incorporated herein by reference.

~~You~~Careful consideration should ~~carefully consider~~be given to the factors discussed in Part I, Item 1A, “Risk Factors” of our Annual Report, which could materially affect our business, financial condition and results of operations. There have been no material changes in those risk factors. The risks described in our Annual Report are not the only risks we face. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition or results of operations. In addition, the COVID-19 pandemic could exacerbate or trigger other risks discussed in our Annual Report, any of which could materially affect our business, financial condition and results of operations.

During the three months ended ~~June 30, 2023,~~March 31, 2024, none of our directors or officers (as defined in Rule 16a-1(f) of the Exchange Act) adopted or terminated any contract, instruction or written plan for the purchase or sale of our securities that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) of the Exchange Act or any non-Rule 10b5-1 trading arrangement (as defined in the SEC’s rules).

^ Schedules and exhibits to this exhibit have been omitted pursuant to Item 601(b)(2) of Regulation S-K. ZimVie hereby undertakes to furnish copies of any of the omitted schedules and exhibits upon request by the SEC.

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.


Delaware	87-2007795
( State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
~~10225 Westmoor~~4555 Riverside Drive ~~Westminster~~Palm Beach Gardens, COFL	~~80021~~33410
(Address of principal executive offices)	(Zip Code)


		Page

PART I.	FINANCIAL INFORMATION	3

Item 1.	Financial Statements (Unaudited)	3
	Condensed Consolidated Statements of Operations	3
	Condensed Consolidated Statements of Comprehensive ~~Income (Loss)~~Loss	34
	Condensed Consolidated Balance Sheets	45
	Condensed Consolidated Statements of Stockholders' Equity	56
	Condensed Consolidated Statements of Cash Flows	67
	Notes to Unaudited Condensed Consolidated Financial Statements	78
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	1820
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	2325
Item 4.	Controls and Procedures	2426

PART II.	OTHER INFORMATION	2427

Item 1.	Legal Proceedings	2427
Item 1A.	Risk Factors	2427
Item 5.	Other Information	2527
Item 6.	Exhibits	2528
Signatures		2629


	For the Three Months Ended June 30,						For the Six Months Ended June 30,
	2023			2022			2023			2022
Net Loss	$	(23,373	)	$	(8,712	)	$	(53,341	)	$	(34,368	)
Other Comprehensive Income (Loss):
Foreign currency cumulative translation adjustments, net of tax		580			(45,674	)		11,097			(60,340	)
Total Other Comprehensive Income (Loss)		580			(45,674	)		11,097			(60,340	)
Comprehensive Loss	$	(22,793	)	$	(54,386	)	$	(42,244	)	$	(94,708	)


	For the Three Months Ended March 31,
	2024			2023
Net Loss of ZimVie Inc.	$	(7,761	)	$	(29,968	)
Other Comprehensive (Loss) Income:
Foreign currency cumulative translation adjustments, net of tax		(15,439	)		10,517
Total Other Comprehensive (Loss) Income		(15,439	)		10,517
Comprehensive Loss	$	(23,200	)	$	(19,451	)


	As of
	June 30, 2023			December 31, 2022
ASSETS
Current Assets:
Cash and cash equivalents	$	66,212		$	89,601
Accounts receivable, net of allowance for credit losses of $14,546 and $15,026, respectively		168,121			168,961
Related party receivable		—			8,483
Inventories		227,532			233,854
Prepaid expenses and other current assets		45,514			36,964
Total Current Assets		507,379			537,863
Property, plant and equipment, net of accumulated depreciation of $393,422 and $392,888, respectively		129,671			148,439
Goodwill		261,211			259,999
Intangible assets, net		624,614			654,965
Other assets		37,664			40,790
Total Assets	$	1,560,539		$	1,642,056
LIABILITIES AND EQUITY
Current Liabilities:
Accounts payable	$	59,418		$	43,998
Related party payable		—			13,176
Income taxes payable		4,544			14,356
Other current liabilities		125,778			145,779
Total Current Liabilities		189,740			217,309
Deferred income taxes		92,773			98,062
Lease liability		17,583			22,287
Other long-term liabilities		10,334			13,561
Non-current portion of debt		522,267			532,233
Total Liabilities		832,697			883,452
Commitments and Contingencies (Note 11)
Stockholders' Equity:
Common stock, $0.01 par value, 150,000 shares authorized Shares, issued and outstanding, of 26,530 and 26,222, respectively		265			262
Preferred stock, $0.01 par value, 15,000 shares authorized, 0 shares issued and outstanding		—			—
Additional paid in capital		908,507			897,028
Accumulated deficit		(100,873	)		(47,532	)
Accumulated other comprehensive loss		(80,057	)		(91,154	)
Total Stockholders' Equity		727,842			758,604
Total Liabilities and Stockholders' Equity	$	1,560,539		$	1,642,056


☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


Large accelerated filer	☐	Accelerated filer	☒
Non-accelerated filer	☐
~~Non-accelerated filer~~	☒	Smaller reporting company	☐
Emerging growth company	☐


										Accumulated
			Additional					Net Parent		Other
	Common		Paid-In		Accumulated			Company		Comprehensive			Total
	Stock		Capital		Deficit			Investment		(Loss) Income			Equity
Balance March 31, 2023	$	264	$	901,476	$	(77,500	)	$	—	$	(80,637	)	$	743,603
Net loss		—		—		(23,373	)		—		—			(23,373	)
Stock activity under stock plans		1		49		—			—		—			50
Share-based compensation expense		—		5,815		—			—		—			5,815
Employee stock purchase plan		—		1,167		—			—		—			1,167
Other comprehensive income		—		—		—			—		580			580
Balance June 30, 2023	$	265	$	908,507	$	(100,873	)	$	—	$	(80,057	)	$	727,842

Balance March 31, 2022	$	261	$	878,948	$	(9,307	)	$	—	$	(57,446	)	$	812,456
Net loss		—		—		(8,712	)		—		—			(8,712	)
Stock activity under stock plans		—		28		—			—		—			28
Share-based compensation expense		—		6,459		—			—		—			6,459
Other comprehensive loss		—		—		—			—		(45,674	)		(45,674	)
Balance June 30, 2022	$	261	$	885,435	$	(18,019	)	$	—	$	(103,120	)	$	764,557


	Dental			Spine			Total
Balance at December 31, 2022
Goodwill, Gross	$	401,999		$	1,089,400		$	1,491,399
Accumulated impairment losses		(142,000	)		(1,089,400	)		(1,231,400	)
Goodwill, Net		259,999			—			259,999
Currency translation		1,212			—			1,212
Balance at June 30, 2023
Goodwill, Gross		403,211			1,089,400			1,492,611
Accumulated impairment losses		(142,000	)		(1,089,400	)		(1,231,400	)
Goodwill, Net	$	261,211		$	—		$	261,211


	Total
Balance at December 31, 2023
Goodwill, Gross	$	404,111
Accumulated impairment losses		(142,000	)
Goodwill, Net		262,111
Currency translation		(1,755	)
Balance at March 31, 2024
Goodwill, Gross		402,356
Accumulated impairment losses		(142,000	)
Goodwill, Net	$	260,356


For the Years Ending December 31,
2023 (remaining)	$	34.7
2024		72.4
2024 (remaining)			$	18.2
2025		70.6		22.2
2026		68.9		22.2
2027		63.6		16.9
Thereafter		314.4
Total	$	624.6
2028				11.8


	Net Sales				Operating Profit (Loss)
	Three Months Ended June 30,				Three Months Ended June 30,
	2023		2022		2023			2022
Dental	$	118,649	$	118,149	$	21,090		$	24,973
Spine		106,247		115,218		10,386			7,262
Segment Total		224,896		233,367		31,476			32,235
Related party transactions		—		1,197		—			136
Expenses related to Parent products		—		—		—			—
Intangible asset amortization		—		—		(20,663	)		(19,916	)
Restructuring and other cost reduction initiatives		—		—		(8,445	)		(5,055	)
Acquisition, integration, divestiture and related		—		—		(1,396	)		(8,723	)
Other		—		—		(22,791	)		(20,213	)
Total	$	224,896	$	234,564	$	(21,819	)	$	(21,536	)


	Net Sales				Operating Profit (Loss)
	Six Months Ended June 30,				Six Months Ended June 30,
	2023		2022		2023			2022
Dental	$	238,819	$	238,718	$	44,691		$	50,632
Spine		211,165		229,331		17,885			12,361
Segment Total		449,984		468,049		62,576			62,993
Related party transactions		339		2,116		11			(12,118	)
Expenses related to Parent products		—		—		—			(616	)
Intangible asset amortization		—		—		(41,172	)		(40,821	)
Restructuring and other cost reduction initiatives		—		—		(13,420	)		(5,797	)
Acquisition, integration, divestiture and related		—		—		(3,079	)		(17,728	)
Other		—		—		(42,861	)		(40,072	)
Total	$	450,323	$	470,165	$	(37,945	)	$	(54,159	)


	Three Months Ended June 30,													Foreign
	2023		2022		% Inc (Dec)			Volume/Mix			Price			Exchange
Dental	$	118,649	$	118,149		0.4	%		0.7	%		(0.3	)%		(0.0	)%
Spine		106,247		115,218		(7.8	)		(6.7	)		(0.5	)		(0.6	)
Third Party Sales		224,896		233,367		(3.6	)		(3.0	)		(0.4	)		(0.2	)
Related Party		—		1,197		(100.0	)	N/A			N/A			N/A
Total	$	224,896	$	234,564		(4.1	)	N/A			N/A			N/A


	Net Sales				Operating Profit				Operating Profit as a Percentage of Net Sales
	Three Months Ended June 30,				Three Months Ended June 30,				Three Months Ended June 30,
(dollars in thousands)	2023		2022		2023		2022		2023			2022
Dental	$	118,649	$	118,149	$	21,090	$	24,973		17.8	%		21.1	%
Spine		106,247		115,218		10,386		7,262		9.8			6.3


Exhibit Number		Description
2.1^		Equity Purchase Agreement, dated as of December 15, 2023, among ZimVie Inc., ZEB Buyer, LLC and Zimmer Biomet Spine, LLC (formerly Zimmer Biomet Spine, Inc.) (incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed with the SEC on December 18, 2023).
2.2*^		Letter Agreement, dated as of March 29, 2024, to Equity Purchase Agreement, dated as of December 15, 2023, among ZimVie Inc., ZEB Buyer, LLC and Zimmer Biomet Spine, LLC (formerly Zimmer Biomet Spine, Inc.).
3.1		Amended and Restated Certificate of Incorporation of ZimVie Inc. (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed with the SEC on March 1, 2022).
3.2		Amended and Restated Bylaws of ZimVie Inc., effective as of February 17, 2023 (incorporated by reference to Exhibit 3.2 to the Company’s Annual Report on Form 10-K filed with the SEC on March 1, 2023).
10.1		Promissory Note, dated April 1, 2024, between ZEB Buyer, LLC and ZimVie Inc. ~~2022 Stock Incentive Plan (As amended on May 12, 2023)~~ (incorporated by reference to Exhibit 10.1 to the ~~Company's~~Company’s Current Report on Form 8-K filed with the SEC on ~~May 18, 2023)~~April 1, 2024).
2121*		List of Subsidiaries.
~~31.1~~31.1*		Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
~~31.2~~31.2*		Certification of Principal Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
~~32.1~~32.1*		Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
~~32.2~~32.2*		Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
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	ZimVie Inc.

Date: ~~August 2, 2023~~May 8, 2024	By:	/s/ Richard Heppenstall
		Richard Heppenstall
		Executive Vice President, Chief Financial Officer and Treasurer (Principal Financial Officer)