Item 2.02Results of Operations and Financial Condition.
On March 1, 2022, Zimmer Biomet Holdings, Inc. (the "Company") announced the
completion of the separation (the "Separation") of its spine and dental
businesses through the distribution by the Company of 80.3% of the outstanding
shares of common stock of ZimVie Inc. ("ZimVie") to the Company's stockholders
at the close of business on February 15, 2022 (the "Record Date"). The
distribution was made in the amount of one share of ZimVie common stock for
every ten shares of Company common stock owned by the Company's stockholders at
the close of business on the Record Date. Attached hereto as Exhibit 99.1 are
unaudited consolidated statements of earnings that recast the historical results
of the spine and dental businesses by excluding them from net sales, expenses
and other line items, and reflecting them as discontinued operations. The
Company will reflect the impact of the Separation on its consolidated financial
statements beginning with its Form 10-Q for the period ended March 31, 2022.
The Company is also recasting certain of its previously-disclosed unaudited
non-GAAP financial measures to exclude discontinued operations and to include
upfront charges and development milestones related to in-process research and
development ("IPR&D") projects acquired in a transaction other than a business
combination in its non-GAAP financial measures. Previously, material charges for
these IPR&D projects were excluded from the Company's non-GAAP financial
measures. The Company is making this adjustment due to recent guidance from the
U.S. Securities and Exchange Commission. The Company intends to include upfront
charges and development milestones related to IPR&D projects acquired in
transactions other than business combinations in its non-GAAP financial measures
beginning with the press release announcing its financial results for the
quarter ended March 31, 2022. Additional information related to the changes in
non-GAAP financial measures is discussed further in Exhibit 99.1.
The recast unaudited consolidated statements of earnings on a continuing
operations basis and the financial information furnished herewith are for
informational purposes only. They do not necessarily reflect the results that
would have been reported had the Separation been completed prior to the periods
presented and are not necessarily indicative of future results.
The information contained in this Item 2.02, including Exhibit 99.1, is being
furnished and shall not be deemed to be "filed" with the Securities and Exchange
Commission for the purposes of Section 18 of the Securities Exchange Act of
1934, as amended (the "Exchange Act") or otherwise subject to the liabilities of
that section and is not incorporated by reference into any filing of the Company
under the Securities Act of 1933, as amended, or the Exchange Act, whether made
before or after the date hereof, except as shall be expressly set forth by
specific reference in such a filing.
Cautionary Note Regarding Forward-Looking Statements
This Current Report on Form 8-K contains forward-looking statements within the
meaning of the safe harbor provisions of the Private Securities Litigation
Reform Act of 1995, including statements with respect to the Company's
anticipated treatment of charges related to certain IPR&D for the quarter ended
March 31, 2022, and the related impact to the Company's GAAP and non-GAAP
earnings per share. Forward-looking statements may be identified by the use
of forward-looking terms such as "intends," "may," "will," "expects,"
"believes," "anticipates," "plans," "estimates," "projects," "assumes,"
"guides," "targets," "forecasts," "sees," "seeks," "should," "could" and similar
expressions or the negatives of such terms or other variations on such terms or
comparable terminology. 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
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to differ materially from the forward-looking statements, including relating to
the Company's quarter-end closing process and review by management and the Audit
Committee of the Company's Board of Directors. For a list and description of
some of such risks, uncertainties and changes in circumstances, see the
Company's filings with the SEC. These factors should not be construed as
exhaustive and should be read in conjunction with the other cautionary
statements that are included in the Company's filings with the
SEC. Forward-looking statements speak only as of the date they are made, and the
Company expressly disclaims any intention or obligation to update or revise
any forward-looking statements, whether as a result of new information, future
events or otherwise, unless required by applicable law. Readers are cautioned
not to place undue reliance on these forward-looking statements, since, while
management believes the assumptions on which the forward-looking statements are
based are reasonable, there can be no assurance that these forward-looking
statements will prove to be accurate. This cautionary statement is applicable to
all forward-looking statements contained in this Current Report on Form 8-K.
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