ZimVie Inc. (NASDAQ:ZIMV) Q4 2023 Earnings Call Transcript

Vafa Jamali: Sure. Hi, Matt, it’s Vafa. The $200 million that we mentioned does not include the $60 million seller note. So obviously that’s a pick that we just don’t include there, but if you included that it’d obviously be better than $140 million, so that’s the way we’re looking at it there, and that’s probably the discrepancy between the price that we got for the Spine business and what we’re reporting on debt. Rich, anything else to offer there?

Richard Heppenstall: Yes, just in addition to that, Matt, the less than $200 million in net debt number that we did mention is, one thing about the transaction with H.I.G. is actually a relatively complex transaction relative to our size and so there is a — it’s basically a carve-out within the organization and separating and setting up legal entities and the like. And so we’re still incurring some costs to separate the business outside of what you would normally see in a transaction, like a normal transaction, and we’re bearing those costs real-time. So, we’re going to be focused on maximizing the cash inflow and the debt repayment that we do have, but we feel comfortable with the less than $200 million that we outlined. And as things progress and become clearer, as we get closer to transaction close, we’ll provide more detail around that.

Matt Miksic: Okay. And so like as we think we break that into the, you got $60 million and the $315 million in cash, and then you’ve got some outlays — I mean, you generated, what was it — I don’t know how much you generated last year in cash total, but I’m assuming there’ll be some positive operating cash flow, so I guess, can you give us any sense of how much — is that a $5 million or $10 million or $20 million or $30 million outlay for sort of transitional cost that you’re describing or any color on that?

Richard Heppenstall: Yes, the way that I have you think about it is, as I mentioned on the call, Q1 is generally a little bit of a softer quarter for us due to seasonality. But if you just simply take when we announced the deal, which was before the end of the year, and we said $200 million — less $200 million of net debt, and then you actually take out where we ended, we ended actually in a much stronger cash position with almost $88 million, and we prepaid additional debt, that should be a little bit of upside that you could probably take into that net debt number. But as I said, we’re still spending money and we’ll continue to evolve and provide more information. But we did end the year in a really good position from a working capital perspective, as I mentioned on the call, which should be a little bit of upside to the $200 million that we previously disclosed.

Matt Miksic: Okay. And then just to be crystal clear, so — and we understand this, if I’m thinking that you have $315 million that’s coming into your balance sheet and cash that there is something putting aside operating cash flows, what you did in ’22, and what you could do in ’24, but there’s some fixed cash layout charges against that, so we shouldn’t be thinking, wow, $315 million is coming at it, it might be — it’ll be something less than that when you’re done with, like you described the unique nature of the deal, is that right?

Richard Heppenstall: Yes, absolutely. We have carve-out costs that we’re spending. Obviously, there’s legal fees, banker fees, all of those types of things, as you would expect. And then, the other piece that you didn’t mention, Matt, is that we’ve got some costs that we’re going to be incurring to rightsize the organization to new RemainCo steady state as we approach that 15% plus EBITDA margin, and so some of that is going to be cash, some of that is going to be non-cash, and we’re working through that right now, which is why we’re still kind of with that less than $200 million number, and we’ll provide more information as we continue to work through those plans.

Matt Miksic: Right. And then, if I could, another, sorry to sort of get into these little weedy things, but a year from when you say 15% plus EBITDA profile one-year forward, is that in the year? In other words, like we say the clock starts April 1 or something, because if you do the deal in March or picking just a time that in the quarter following that, in the year following that, how to think about what does that 15% plus mean? Is it a run rate? How to think about those two metrics? Actually, there was 15% plus, and I’m sorry, there was another one-year forward, it was the net debt number.

Richard Heppenstall: Yes, and the revenue. So the 15% plus we’ve talked about is on a run rate basis, an annualized run rate basis one-year post-close. But the one thing that I will say is, you’ve known Vafa and I long enough to know that we will work to look to take out as much of that cost as quickly as possible, so — but that’s basically how we’re thinking about it right now, is it be on an annualized basis one-year post-close, and then as things continue to materialize and move forward, right, we’ll provide some additional information as things become clear. But as you might expect, there’s a lot of moving pieces to it right now.

Matt Miksic: Okay. And so that might not be like closes like the first quarter after that year, you’re not necessarily saying we print that first quarter, expect 15% plus, I mean — maybe that might be your goal, but what you’re promising is that in the four quarters that follow that, that’s where you’re going to be aggregating to, is that fair?