Enovis CORP 10-Q

Item 1. Financial Statements ENOVIS CORPORATION CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS Dollars in thousands, except per share amounts (Unaudited) Three Months Ended March 31, 2023 April 1, 2022 Net sales $ 406,151 $ 375,457 Cost of sales 171,086 169,557 Gross profit 235,065 205,900 Selling, general and administrative expense 207,165 188,480 Research and development expense 18,193 14,842 Amortization of acquired intangibles 32,040 30,786 Restructuring and other charges 2,635 2,419 Operating loss ( 24,968 ) ( 30,627 ) Interest expense, net 5,652 7,064 Other income ( 661 ) — Loss from continuing operations before income taxes ( 29,959 ) ( 37,691 ) Income tax expense (benefit) ( 7,113 ) 364 Net loss from continuing operations ( 22,846 ) ( 38,055 ) Income (loss) from discontinued operations, net of taxes ( 312 ) 54,356 Net income (loss) ( 23,158 ) 16,301 Less: net income attributable to noncontrolling interest from continuing operations - net of taxes 192 267 Less: net income attributable to noncontrolling interest from discontinued operations - net of taxes — 966 Net income (loss) attributable to Enovis Corporation $ ( 23,350 ) $ 15,068 Net income (loss) per share - basic and diluted Continuing operations $ ( 0.42 ) $ ( 0.71 ) Discontinued operations $ ( 0.01 ) $ 0.99 Consolidated operations $ ( 0.43 ) $ 0.28 See Notes to Condensed Consolidated Financial Statements. 2 ENOVIS CORPORATION CONDENSED CONSOLIDATED BALANCE SHEETS Dollars in thousands, except share amounts (Unaudited) March 31, 2023 December 31, 2022 ASSETS CURRENT ASSETS: Cash and cash equivalents $ 21,900 $ 24,295 Trade receivables, less allowance for credit losses of $ 8,063 and $ 7,965 280,748 267,380 Inventories, net 438,957 426,643 Prepaid expenses 30,487 28,550 Other current assets 61,018 48,155 Total current assets 833,110 795,023 Property, plant and equipment, net 245,989 236,741 Goodwill 1,987,222 1,983,588 Intangible assets, net 1,081,801 1,110,727 Lease asset - right of use 63,590 66,881 Other assets 87,874 80,288 Total assets $ 4,299,586 $ 4,273,248 LIABILITIES AND EQUITY CURRENT LIABILITIES: Current portion of long-term debt $ — $ 219,279 Accounts payable 151,743 135,628 Accrued liabilities 197,754 210,292 Total current liabilities 349,497 565,199 Long-term debt, less current portion 285,000 40,000 Non-current lease liability 49,293 51,259 Other liabilities 170,525 166,989 Total liabilities 854,315 823,447 Equity: Common stock, $ 0.001 par value; 133,333,333 shares authorized; 54,493,154 and 54,228,619 shares issued and outstanding as of March 31, 2023 and December 31, 2022, respectively 54 54 Additional paid-in capital 2,933,773 2,925,729 Retained earnings 552,382 575,732 Accumulated other comprehensive loss ( 42,870 ) ( 53,430 ) Total Enovis Corporation equity 3,443,339 3,448,085 Noncontrolling interest 1,932 1,716 Total equity 3,445,271 3,449,801 Total liabilities and equity $ 4,299,586 $ 4,273,248 See Notes to Condensed Consolidated Financial Statements. 3 ENOVIS CORPORATION CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) Dollars in thousands (Unaudited) Three Months Ended March 31, 2023 April 1, 2022 Net income (loss) $ ( 23,158 ) $ 16,301 Other comprehensive income (loss): Foreign currency translation, net of tax expense of $ 0 and $ 338 10,584 ( 53,461 ) Unrealized gain on hedging activities, net of tax expense of $ 0 and $ 2,711 — 9,028 Amounts reclassified from Accumulated other comprehensive loss: Amortization of pension and other post-retirement net actuarial gain, net of tax expense of $ 0 and $ 199 — 629 Other comprehensive income (loss) 10,584 ( 43,804 ) Comprehensive loss ( 12,574 ) ( 27,503 ) Less: comprehensive income attributable to noncontrolling interest 216 895 Comprehensive loss attributable to Enovis Corporation $ ( 12,790 ) $ ( 28,398 ) See Notes to Condensed Consolidated Financial Statements. 4 ENOVIS CORPORATION CONDENSED CONSOLIDATED STATEMENTS OF EQUITY Dollars in thousands, except share amounts (Unaudited) Common Stock Additional Paid-In Capital Retained Earnings Accumulated Other Comprehensive Loss Noncontrolling Interest Total Shares Amount Balance at December 31, 2022 54,228,619 $ 54 $ 2,925,729 $ 575,732 $ ( 53,430 ) $ 1,716 $ 3,449,801 Net loss — — — ( 23,350 ) — 192 ( 23,158 ) Other comprehensive income, net of tax of $ — — — — — 10,560 24 10,584 Common stock-based award activity 264,535 — 8,044 — — — 8,044 Balance at March 31, 2023 54,493,154 $ 54 $ 2,933,773 $ 552,382 $ ( 42,870 ) $ 1,932 $ 3,445,271 Common Stock Additional Paid-In Capital Retained Earnings Accumulated Other Comprehensive Loss Noncontrolling Interest Total Shares Amount Balance at December 31, 2021 52,083,078 $ 52 $ 4,544,315 $ 589,024 $ ( 516,013 ) $ 44,055 $ 4,661,433 Net income — — — 15,068 — 1,233 16,301 Distributions to noncontrolling owners — — — — — ( 941 ) ( 941 ) Other comprehensive loss, net of tax of $ 3,248 — — — — ( 43,466 ) ( 338 ) ( 43,804 ) Conversion of tangible equity units into common stock 1,691,845 2 ( 2 ) — — — — Common stock-based award activity 255,957 — 11,056 — — — 11,056 Balance at April 1, 2022 54,030,880 $ 54 $ 4,555,369 $ 604,092 $ ( 559,479 ) $ 44,009 $ 4,644,045 See Notes to Condensed Consolidated Financial Statements. 5 ENOVIS CORPORATION CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS Dollars in thousands (Unaudited) Three Months Ended March 31, 2023 April 1, 2022 Cash flows from operating activities: Net (loss) income $ ( 23,158 ) $ 16,301 Adjustments to reconcile net income to net cash provided by (used in) operating activities: Depreciation, amortization and other impairment charges 51,991 66,026 Stock-based compensation expense 7,606 9,857 Non-cash interest expense 838 978 Deferred income tax expense 831 2,232 Loss on sale of property, plant and equipment 429 352 Changes in operating assets and liabilities: Trade receivables, net ( 12,288 ) ( 20,690 ) Inventories, net ( 9,249 ) ( 70,830 ) Accounts payable 15,621 24,713 Other operating assets and liabilities ( 25,164 ) ( 43,362 ) Net cash provided by (used in) operating activities 7,457 ( 14,423 ) Cash flows from investing activities: Purchases of property, plant and equipment and intangibles ( 30,443 ) ( 24,089 ) Proceeds from sale of property, plant and equipment — 2,746 Acquisitions, net of cash received, and investments ( 3,942 ) ( 13,823 ) Net cash used in investing activities ( 34,385 ) ( 35,166 ) Cash flows from financing activities: Payments under term credit facility ( 219,468 ) — Proceeds from borrowings on revolving credit facilities and other 250,000 — Repayments of borrowings on revolving credit facilities and other ( 5,672 ) ( 7,428 ) Proceeds from issuance of common stock, net 438 1,199 Deferred consideration payments and other ( 800 ) ( 4,590 ) Net cash provided by (used in) financing activities 24,498 ( 10,819 ) Effect of foreign exchange rates on Cash and cash equivalents 35 2,542 Decrease in Cash and cash equivalents ( 2,395 ) ( 57,866 ) Cash and cash equivalents, beginning of period 24,295 719,370 Cash and cash equivalents, end of period $ 21,900 $ 661,504 See Notes to Condensed Consolidated Financial Statements. 6 ENOVIS CORPORATION NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) 1. General Enovis Corporation (the “Company” or “Enovis”) was previously Colfax Corporation (“Colfax”) until its separation into two differentiated, independent, and publicly traded companies on April 4, 2022 (the “Separation”). Colfax was a leading diversified technology company that provided fabrication technology and medical device products and services to customers around the world, principally under the ESAB and DJO brands. Following the completion of the Separation, the Company revised its reporting structure and conducts its business through two operating segments, “Prevention & Recovery” and “Reconstructive”. The segment results were retroactively restated to the current method the Company uses to conduct its business for all periods presented. The Separation was completed through a tax-free, pro-rata distribution of 90 % of the outstanding common stock of ESAB Corporation (“ESAB”) to Colfax stockholders. To affect the Separation, Colfax distributed to its stockholders one share of ESAB common stock for every three shares of Colfax common stock held at the close of business on March 22, 2022, with the Company initially retaining 10 % of the shares of ESAB common stock immediately following the Separation. Upon completion of the Separation, Colfax, which retained the Company’s specialty medical technology business, changed its name to Enovis Corporation. On April 5, 2022, the Company began trading under the stock symbol “ENOV” on the New York Stock Exchange. In connection with the Separation, ESAB issued $ 1.2 billion of new debt securities, the proceeds from which were used to fund a $ 1.2 billion cash distribution to Enovis upon separation. The distribution proceeds were used by Enovis in conjunction with $ 450 million of borrowings on a term loan under the new Enovis credit facility (the “Enovis Credit Agreement”) and $ 52.3 million of cash on hand to repay $ 1.4 billion of outstanding debt and accrued interest on the Company’s prior credit facility, repay $ 302.8 million of outstanding debt and accrued interest on its 6.375 % senior notes due February 15, 2026 (the “2026 Notes”), pay a redemption premium at 103.188 % of the principal amount of the 2026 Notes, and pay other fees and expenses due at closing. Additionally, on April 7, 2022, the Company completed the redemption of its 3.250 % senior unsecured notes due April 2025 (the “Euro Senior Notes”) representing all of its outstanding € 350 million principal Euro Senior Notes, at a redemption price of 100.813 % of the principal amount. On November 18, 2022, the Company completed the divestiture of its 10 % retained shares in ESAB in a tax-efficient exchange for $ 230.5 million of its $ 450 million term loan outstanding under the Enovis Credit Agreement. The Condensed Consolidated Financial Statements included in this quarterly report have been prepared by the Company in accordance with the rules and regulations of the Securities and Exchange Commission (“SEC”) and accounting principles generally accepted in the United States of America (“GAAP”) for interim financial statements and reflect, in the opinion of management, all adjustments, which consist solely of normal recurring adjustments, necessary to present fairly the Company’s financial position and results of operations as of and for the periods indicated. Certain prior period amounts have been reclassified to conform to the current period presentation. The Condensed Consolidated Balance Sheet as of December 31, 2022 is derived from the Company’s audited financial statements. Certain information and footnote disclosures normally included in financial statements prepared in accordance with GAAP have been omitted in accordance with the SEC’s rules and regulations for interim financial statements. The Condensed Consolidated Financial Statements included herein should be read in conjunction with the audited financial statements and related footnotes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022 (the “2022 Form 10-K”), filed with the SEC on March 1, 2023. The Company makes certain estimates and assumptions in preparing its Condensed Consolidated Financial Statements in accordance with GAAP. These estimates and assumptions affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities as of the date of the Condensed Consolidated Financial Statements, and the reported amounts of revenues and expenses for the periods presented. Actual results may differ from those estimates. 2. Recently Issued Accounting Pronouncements The Company has not adopted any new accounting standards during the three months ended March 31, 2023. There are no recently issued accounting pronouncements that are expected to have a material effect on the Company’s financial position, results of operations or cash flows. 7 ENOVIS CORPORATION NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued) (Unaudited) 3. Discontinued Operations The Company’s discontinued operations include the following: (1) operating results of ESAB prior to Separation, (2) charges related to previously retained asbestos contingencies from certain divested businesses for which we did not retain an interest in the ongoing operations that were fully transferred to ESAB in conjunction with the Separation, and (3) expenses related to the Separation and the 2019 divestiture of our former air & gas handling business. The following table presents the financial results of the Company’s discontinued operations: Three Months Ended March 31, 2023 April 1, 2022 (in thousands) Net sales $ — $ 647,911 Cost of sales — 423,580 Selling, general and administrative expense — 125,529 Restructuring and other charges — 5,304 Asbestos charges — 3,194 Divestiture-related expenses (1) 411 10,478 Operating (loss) income ( 411 ) 79,826 Interest expense (2) — 8,035 (Loss) income from discontinued operations before income taxes ( 411 ) 71,791 Income tax (benefit) expense ( 99 ) 17,435 (Loss) income from discontinued operations, net of taxes $ ( 312 ) $ 54,356 (1) Divestiture-related expenses include $ 9.8 million for the Separation for the three months ended April 1, 2022 and $ 0.4 million and $ 0.7 million for Air & Gas for the three months ended March 31, 2023 and April 1, 2022, respectively. (2) Interest expense was allocated to discontinued operations based on allocating $ 1.2 billion of corporate level debt to discontinued operations consistent with the dividend received from ESAB and the debt repaid at the time of the Separation. Cash provided by operating activities related to discontinued operations for the three months ended April 1, 2022 was $ 9.2 million. Cash used in investing activities related to discontinued operations for the three months ended April 1, 2022 was $ 3.2 million. 8 ENOVIS CORPORATION NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued) (Unaudited) 4. Acquisitions and Investments 2023 Acquisitions On March 31, 2023, the Company entered into a definitive agreement with Amplitude Surgical SA to acquire Novastep®, a leading player in Minimally Invasive Surgery (MIS) foot and ankle solutions. The transaction is subject to customary closing conditions and regulatory approvals and is expected to close in the second quarter of 2023. In April 2023, the Company entered into a definitive agreement to acquire the SEAL external fixation product line from D.N.E., LLC. The transaction is subject to customary closing conditions and regulatory approvals and is expected to close in the second quarter of 2023. 2022 Acquisitions On May 6, 2022, the Company completed a business acquisition in its Reconstructive segment of KICo Knee Innovation Company Pty Limited and subsidiaries, an Australian private company doing business as 360 Med Care, by acquiring 100 % of its equity interests. 360 Med Care is a medical device distributor that bundles certain computer-assisted surgery and patient experience enhancement programs to add value to its device supply arrangements with surgeons, hospitals, and insurers. The acquisition is accounted for under the acquisition method of accounting, and accordingly, the Condensed Consolidated Financial Statements include the financial position and results of operations from the acquisition date. The Company paid $ 14.3 million for the acquisition, net of cash received, and recorded estimated contingent consideration at fair value of $ 12.8 million related to expected results over future revenue targets. The Company has allocated $ 16.3 million to goodwill and $ 18.2 million to intangible assets acquired. The 360 Med Care acquisition broadens our customer base in Australia and adds to our overall product offerings. On July 5, 2022, the Reconstructive segment of the Company acquired a controlling interest of Insight Medical Systems (“Insight”). Insight’s flagship solution, ARVIS, is an FDA-cleared augmented reality solution precisely engineered for the specific needs of hip and knee replacement surgery. The ARVIS navigation unit consists of a hands-free heads-up display worn by the surgeon which provides surgical guidance at the point of care in a streamlined, space-conserving and cost-effective manner compared to traditional robotic offerings. The acquisition is accounted for under the acquisition method of accounting as a step-acquisition, and accordingly, the Condensed Consolidated Financial Statements include the financial position and results of operations from the acquisition date. The Company made initial investments in Insight in 2020 and 2021, which were initially carried at cost. During the third quarter of 2022, the Company acquired an additional 53.7 % interest in Insight for $ 34.2 million net of cash received, and recorded contingent consideration of $ 5.0 million, which is the maximum payable under the agreement based on Insight’s achievement of certain milestones related to ARVIS. The Company holds a 99.5 % interest in Insight and recognized an initial $ 0.3 million noncontrolling equity interest in its financial statements attributed to Insight. The Company has preliminarily allocated $ 36.3 million to goodwill and $ 38.4 million to intangible assets acquired. Goodwill is primarily driven by expected synergies between ARVIS’ augmented reality surgical guidance system and our existing customer base and existing products. The Company does not expect any of the goodwill to be deductible for tax purposes. Purchase accounting procedures are ongoing and revisions to contingent consideration, intangible assets acquired, and working capital adjustments may be recorded in future periods during the measurement period. As a result of obtaining control of Insight, the Company remeasured its initial investments to fair value, resulting in a $ 8.8 million gain in the fourth quarter of 202 2. During the three months ended April 1, 2022, the Company also completed two asset acquisitions and one investment in its Prevention & Recovery segment. The asset acquisitions broaden the Company’s product offering and distribution network. Aggregate purchase consideration for the two asset acquisitions and one investment was $ 18.2 million, of which $ 13.6 million was paid in cash and $ 4.6 million of deferred and contingent consideration. For further information on prior year acquisitions and investments, refer to Note 5. “Acquisitions and Investments” in the in the Company’s 2022 Form 10-K. 9 ENOVIS CORPORATION NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued) (Unaudited) Investments As of March 31, 2023, the balance of investments held by the Company without readily determinable fair values w as $ 21 million . The investments are carried at cost minus impairments, if any, plus adjustments for fair value indicators from observable price changes in orderly transactions for the identical or similar investment of the same issuer. There have been no impairments or upward adjustments in the current year or since acquisition of these investments. 5. Revenue The Company provides orthopedic solutions, including products and services spanning the full continuum of patient care, from injury prevention to rehabilitation. While the Company’s sales are primarily derived from three sales channels including dealers and distributors, insurance, and direct to consumers and hospitals, substantially all of the Company’s revenue is recognized at a point in time. The Company disaggregates its revenue into the following segments: Three Months Ended March 31, 2023 April 1, 2022 (In thousands) Prevention & Recovery: U.S. Bracing & Support $ 104,375 $ 103,035 U.S. Other P&R 62,347 57,714 International P&R (1) 84,018 84,086 Total Prevention & Recovery 250,740 244,835 Reconstructive: U.S. Reconstructive 103,492 88,479 International Reconstructive 51,919 42,143 Total Reconstructive 155,411 130,622 Total $ 406,151 $ 375,457 (1) The quarter ended March 31, 2023 includes the unfavorable impact of $ 4.2 million of currency. Given the nature of the businesses, the Company does not generally have unsatisfied performance obligations with an original contract duration of greater than one year. The nature of the Company’s contracts gives rise to certain types of variable consideration, including rebates, implicit price concessions, and other discounts. The Company includes estimated amounts of variable consideration in the transaction price to the extent that it is probable there will not be a significant reversal of revenue. Allowance for Credit Losses The Company’s estimate of current expected credit losses on trade receivables considers historical credit loss information that is adjusted for current conditions and reasonable and supportable forecasts. In calculating and applying its current expected credit losses, the Company disaggregates trade receivables into business segments due to risk characteristics unique to each segment given the individual lines of business and market. The business segments are further disaggregated based on either geography or product type. The Company uses a loss rate methodology in calculating its current expected credit losses, considering historical write-offs over a defined lookback period in deriving a historical loss rate. The expected credit loss model further considers current conditions and reasonable and supportable forecasts using an adjustment for current and projected macroeconomic factors. 10 ENOVIS CORPORATION NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued) (Unaudited) A summary of the activity in the Company’s allowance for credit losses included within Trade receivables in the Condensed Consolidated Balance Sheets is as follows: Three Months Ended March 31, 2023 Balance at Beginning of Period Charged to Expense, net Write-Offs, Deductions and Other, net Foreign Currency Translation Balance at End of Period (In thousands) Allowance for credit losses $ 7,965 $ 528 $ ( 463 ) $ 33 $ 8,063 6. Net Loss Per Share from Continuing Operations Net loss per share from continuing operations was computed as follows: Three Months Ended March 31, 2023 April 1, 2022 (In thousands, except share and per share data) Computation of Net loss per share from continuing operations - basic: Net loss from continuing operations attributable to Enovis Corporation (1) $ ( 23,038 ) $ ( 38,322 ) Weighted-average shares of Common stock outstanding – basic 54,325,396 53,872,007 Net loss per share from continuing operations – basic $ ( 0.42 ) $ ( 0.71 ) Computation of Net loss per share from continuing operations - diluted: Net loss from continuing operations attributable to Enovis Corporation (1) $ ( 23,038 ) $ ( 38,322 ) Weighted-average shares of Common stock outstanding – basic 54,325,396 53,872,007 Net effect of potentially dilutive securities - stock options and restricted stock units — — Weighted-average shares of Common stock outstanding – diluted 54,325,396 53,872,007 Net loss per share from continuing operations – diluted $ ( 0.42 ) $ ( 0.71 ) (1) Net loss from continuing operations attributable to Enovis Corporation for the respective periods is calculated using Net loss from continuing operations less the continuing operations component of the income attributable to noncontrolling interest, net of taxes, of $ 0.2 million for the three months ended March 31, 2023 and $ 0.3 million for the three months ended April 1, 2022. The weighted-average computation of the dilutive effect of potentially issuable shares of Common stock under the treasury stock method for the three months ended March 31, 2023 excludes 1.1 million shares underlying outstanding stock-based compensation awards, as their inclusion would be anti-dilutive. The weighted-average computation of the dilutive effect of potentially issuable shares of Common stock under the treasury stock method for the three months ended April 1, 2022 excludes 0.5 million shares underlying outstanding stock-based compensation awards, as their inclusion would be anti-dilutive. 7. Income Taxes During the three months ended March 31, 2023, Loss from continuing operations before income taxes was $ 30.0 million, while Income tax benefit was $ 7.1 million. The effective tax rate was 23.7 % for the three months ended March 31, 2023, which differed from the 2023 federal statutory rate of 21% mainly due to non-U.S. income taxed at lower rates, release of valuation allowance on non-U.S. attributes, and tax credits for research and development offset by other non-deductible expenses and U.S. taxation on international operations. During the three months ended April 1, 2022, Loss from continuing operations before income taxes was $ 37.7 million while Income tax expense was $ 0.4 million. The effective tax rate was ( 1.0 )% for the three months ended April 1, 2022, which differed from the 2022 U.S. federal statutory rate of 21% mainly due to U.S. taxation on international operations and other non-deductible expenses. 11 ENOVIS CORPORATION NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued) (Unaudited) 8. Equity Share Repurchase Program In 2018, the Company’s Board of Directors authorized the repurchase of shares of the Company’s Common stock from time-to-time on the open market or in privately negotiated transactions. No repurchases of the Company’s Common stock have been made under this plan since the third quarter of 2018. As of March 31, 2023, the remaining stock repurchase authorization provided by the Board of Directors was $ 100 million. The timing, amount and method of shares repurchased is determined by management based on its evaluation of market conditions and other factors. There is no term associated with the remaining repurchase authorization. Accumulated Other Comprehensive Loss The following tables present the changes in the balances of each component of Accumulated other comprehensive loss including reclassifications out of Accumulated other comprehensive loss for the three months ended March 31, 2023 and April 1, 2022. All amounts are net of tax and noncontrolling interest, if any. Accumulated Other Comprehensive Loss Components Net Unrecognized Pension and Other Post-Retirement Benefit Cost Foreign Currency Translation Adjustment Total (In thousands) Balance at January 1, 2023 $ 12,207 $ ( 65,637 ) $ ( 53,430 ) Other comprehensive income (loss) before reclassifications: Foreign currency translation adjustment 180 10,380 10,560 Other comprehensive income (loss) before reclassifications 180 10,380 10,560 Amounts reclassified from Accumulated other comprehensive income (loss) — — — Net Other comprehensive income (loss) 180 10,380 10,560 Balance at March 31, 2023 $ 12,387 $ ( 55,257 ) $ ( 42,870 ) Accumulated Other Comprehensive Loss Components Net Unrecognized Pension and Other Post-Retirement Benefit Cost Foreign Currency Translation Adjustment Unrealized Gain on Hedging Activities Total (In thousands) Balance at January 1, 2022 $ ( 85,559 ) $ ( 475,125 ) $ 44,671 $ ( 516,013 ) Other comprehensive income (loss) before reclassifications: Foreign currency translation adjustment 470 ( 38,333 ) — ( 37,863 ) Loss on long-term intra-entity foreign currency transactions — ( 15,260 ) — ( 15,260 ) Gain on net investment hedges — — 9,028 9,028 Other comprehensive income (loss) before reclassifications 470 ( 53,593 ) 9,028 ( 44,095 ) Amounts reclassified from Accumulated other comprehensive loss 629 — — 629 Net Other comprehensive income (loss) 1,099 ( 53,593 ) 9,028 ( 43,466 ) Balance at April 1, 2022 $ ( 84,460 ) $ ( 528,718 ) $ 53,699 $ ( 559,479 ) 12 ENOVIS CORPORATION NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued) (Unaudited) 9. Inventories, Net Inventories, net consisted of the following: March 31, 2023 December 31, 2022 (In thousands) Raw materials $ 100,095 $ 100,038 Work in process 33,936 28,164 Finished goods 363,473 357,143 497,504 485,345 Less: allowance for excess, slow-moving and obsolete inventory ( 58,547 ) ( 58,702 ) $ 438,957 $ 426,643 10. Debt Long-term debt consisted of the following: March 31, 2023 December 31, 2022 (In thousands) Term loan $ — $ 219,279 Revolving credit facilities and other 285,000 40,000 Total debt 285,000 259,279 Less: current portion — ( 219,279 ) Long-term debt $ 285,000 $ 40,000 Debt Redemptions In conjunction with the Separation, which occurred on April 4, 2022, the Company repaid all obligations under its previous credit agreement and entered into a new credit agreement (the “Enovis Credit Agreement”) with certain of its existing bank lenders. Additionally, on April 7, 2022, after the completion of the Separation, the Company completed the redemptions of its 3.25 % Euro Senior Notes due 2025 and its 6.375 % Senior Notes due 2026. As a result of these changes, the Company recorded Debt extinguishment charges of $ 20.1 million in the second quarter of 2022, comprised of $ 12.7 million in redemption premiums and $ 7.4 million in noncash write-offs of original issue discount and deferred financing fees. Enovis Term Loan and Revolving Credit Facility The Enovis Credit Agreement became effective on April 4, 2022 and consists of a $ 900 million revolving credit facility (the “Revolver”) with an April 4, 2027 maturity date and a term loan with an initial aggregate principal amount of $ 450 million and an April 4, 2023 maturity date (the “Enovis Term Loan”). The Revolver contains a $ 50 million swing line loan sub-facility. Certain U.S. subsidiaries of the Company guarantee the obligations under the Enovis Credit Agreement. On November 18, 2022, the Company completed an exchange with a lender under the Enovis Credit Agreement of 6,003,431 shares of common stock of ESAB, representing all of the retained shares in ESAB following the Separation, for $ 230.5 million of the $ 450.0 million in term loan outstanding under the Credit Agreement, net of cost to sell. On March 1, 2023, the Company extinguished the remaining outstanding balance on the Enovis Term Loan with borrowings on the Revolver. The Enovis Credit Agreement contains customary covenants limiting the ability of the Company and its subsidiaries to, among other things, incur debt or liens, merge or consolidate with others, dispose of assets, make investments, or pay dividends. In addition, the Enovis Credit Agreement contains financial covenants requiring the Company to maintain (i) a maximum total leverage ratio of not more than 4.00 :1.00, stepping down to 3.75 :1.00 for the fiscal quarter ending June 30, 2023 and to 3.50 :1.00 for the fiscal quarter ending June 30, 2024, and (ii) a minimum interest coverage ratio of 3.00 :1:00. The Enovis Credit Agreement contains various events of default (including failure to comply with the covenants under the Enovis Credit Agreement and related agreements), and upon an event of default the lenders may, subject to various customary cure rights, 13 ENOVIS CORPORATION NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued) (Unaudited) require the immediate payment of all amounts outstanding under the Enovis Credit Agreement. As of March 31, 2023, the Company was in compliance with the covenants under the Enovis Credit Agreement. As of March 31, 2023, the weighted-average interest rate of borrowings under the Enovis Credit Agreement was 6.02 %, excluding accretion of original issue discount and deferred financing fees, and there was $ 615 million available on the Revolver. The Compan y has $ 4.3 million in deferred f inancing fees recorded in conjunction with the Enovis Credit Agreement as of March 31, 2023, which are being accreted to Interest expense, net primarily using the effective interest method over the life of the facility. Euro Senior Notes The Company had senior unsecured notes with an aggregate principal amount of € 350 million due in May 2025, with an interest rate of 3.25 %. The Euro Senior Notes were redeemed on April 7, 2022 at a 100.813 % redemption premium after the completion of the Separation. Tangible Equity Unit (“TEU”) Amortizing Notes The Company previously had 6.50 % TEU amortizing notes at an initial principal amount of $ 15.6099 per note with equal quarterly cash installments of $ 1.4375 per note representing a payment of interest and partial payment of principal. The Company paid $ 6.5 million of principal on the TEU amortizing notes in the three months ended April 1, 2022. The final installment payment was made on January 15, 2022. 2026 Notes The Company had senior notes with a remaining principal amount of $ 300 million, which were due on February 15, 2026 and had an interest rate of 6.375 %. The 2026 Notes were redeemed on April 7, 2022 at a 103.188 % redemption premium after the completion of the Separation. Other Indebtedness In addition to the debt agreements discussed above, the Company is party to overdraft facilities with a borrowing capacity of $ 30.0 million. Total letters of credit and surety bonds of $ 7.1 million were outstanding as of March 31, 2023. 14 ENOVIS CORPORATION NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued) (Unaudited) 11. Accrued Liabilities Accrued liabilities in the Condensed Consolidated Balance Sheets consisted of the following: March 31, 2023 December 31, 2022 (In thousands) Accrued compensation and related benefits $ 47,252 $ 51,384 Accrued taxes 16,980 13,676 Accrued freight 4,155 3,955 Contingent consideration - current portion 7,841 8,812 Warranty liability- current portion 2,826 2,804 Accrued restructuring liability - current portion 944 1,090 Accrued third-party commissions 23,945 24,958 Customer advances and billings in excess of costs incurred 3,919 3,560 Lease liability - current portion 23,116 24,281 Accrued interest 599 2,921 Accrued rebates 7,211 13,715 Accrued professional fees 13,708 15,670 Accrued royalties 5,996 5,777 Other 39,262 37,689 $ 197,754 $ 210,292 Accrued Restructuring Liability The Company’s restructuring programs include a series of actions to reduce the structural costs of the Company. A summary of the activity in the Company’s restructuring liability included in Accrued liabilities and Other liabilities in the Condensed Consolidated Balance Sheets is as follows: Three Months Ended March 31, 2023 Balance at Beginning of Period Provisions Payments Balance at End of Period (In thousands) Restructuring and other charges: Termination benefits (1) $ 973 $ 874 $ ( 926 ) $ 921 Facility closure costs and other (2) 118 1,761 ( 1,856 ) 23 Total $ 1,091 2,635 $ ( 2,782 ) $ 944 Non-cash charges (2) 301 Total Provisions (3) $ 2,936 (1) Includes severance and other termination benefits, including outplacement services. (2) Includes the cost of relocating associates, relocating equipment, lease termination expense and other costs in connection with the closure and optimization of facilities, site cost structures, and product lines. (3) For the three months ended March 31, 2023, $ 1.3 million and $ 1.6 million of the Company’s total provisions were related to the Prevention & Recovery and Reconstructive segments, respectively. Restructuring and other charges includes $ 0.3 million of expense classified as Cost of sales on the Company’s Condensed Consolidated Statements of Operations for the three months ended March 31, 2023. 12. Financial Instruments and Fair Value Measurements The carrying values of financial instruments, including trade receivables, other receivables and accounts payable, approximate their fair values due to their short-term maturities. The estimated fair value of the Company’s debt, which was $ 285.0 million as of March 31, 2023, was based on current interest rates for similar types of borrowings and is in Level Two of the fair value hierarchy. The estimated fair values may not represent actual values of the financial instruments that could be realized as of the balance sheet date or that will be realized in the future. 15 ENOVIS CORPORATION NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued) (Unaudited) As of March 31, 2023, the Company held $ 22.2 million in Level Three liabilities arising from contingent consideration related to acquisitions. The fair value of the contingent consideration liabilities is determined using unobservable inputs and the inputs vary based on the nature of the purchase agreements. These inputs can include the estimated amount and timing of projected cash flows, the risk-adjusted discount rate used to present value the projected cash flows, and the probability of the acquired company attaining certain targets stated within the purchase agreements. A change in these unobservable inputs to a different amount might result in a significantly higher or lower fair value measurement at the reporting date due to the nature of uncertainty inherent to the estimates. During the three months ended March 31, 2023 the Company recorded a reduction in contingent consideration of $ 0.8 million due to a final agreement on the payout from an acquisition in 2020. The gross range of outcomes for contingent consideration arrangements that have a fixed limit on the maximum payout is zero to $ 10.9 million. There are two contingent consideration arrangements that have no limits and are based on a percentage of sales in excess of a benchmark over a three -year period and five -year period, respectively. There were no transfers in or out of Level One, Two or Three during the three months ended March 31, 2023. Deferred Compensation Plans The Company maintains deferred compensation plans for the benefit of certain employees and non-executive officers. As of March 31, 2023 and December 31, 2022 the fair value of these plans were $ 12.8 million and $ 10.3 million, respectively. These plans are deemed to be Level Two within the fair value hierarchy. Foreign Currency Contracts As of March 31, 2023 and December 31, 2022, the Company had foreign currency contracts related to purchases and sales with notional values of $ 3.0 million and $ 0.8 million, respectively. During the three months ended March 31, 2023, the Company recognized an unrealized gain of $ 0.1 million on its Condensed Consolidated Statements of Operations related to its derivative instruments. 13. Commitments and Contingencies The Company is involved in various pending legal proceedings arising out of the ordinary course of the Company’s business. None of these legal proceedings are expected to have a material adverse effect on the financial condition, results of operations or cash flow of the Company. With respect to these proceedings, management of the Company believes that either it will prevail, has adequate insurance coverage or has established appropriate accruals to cover potential liabilities. Legal costs related to proceedings or claims are recorded as incurred. Other costs that management estimates may be paid related to the claims are accrued when the liability is considered probable and the amount can be reasonably estimated. There can be no assurance, however, as to the ultimate outcome of any of these matters, and if all or substantially all of these legal proceedings were to be determined adverse to the Company, there could be a material adverse effect on the financial condition, results of operations or cash flow of the Company. For further description of the Company’s litigation and contingencies, reference is made to Note 18, “Commitments and Contingencies” in the Notes to Consolidated Financial Statements in the Company’s 2022 Form 10-K. 14. Segment Information The Company conducts its continuing operations through the Prevention & Recovery and Reconstructive operating segments, which also represent the Company’s reportable segments. ▪ Prevention & Recovery - a leader in orthopedic solutions and recovery sciences, providing devices, software, and services across the patient care continuum from injury prevention to rehabilitation after surgery, injury, or from degenerative disease. • Reconstructive - an innovation market-leader positioned in the fast-growing surgical implant business, offering a comprehensive suite of reconstructive joint products for the hip, knee, shoulder, elbow, foot, ankle, and finger and surgical productivity tools. 16 ENOVIS CORPORATION NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued) (Unaudited) The Company’s management, including the chief operating decision maker, evaluates the operating results of each of its reportable segments based upon Net sales and Adjusted EBITDA, which excludes the effect of restructuring and certain other charges, MDR and other costs, strategic transaction costs, stock-based compensation, depreciation and other amortization, acquisition-related intangible asset amortization, and inventory step-up charges from the results of the Company’s operating segments. The Company’s segment results were as follows: Three Months Ended March 31, 2023 April 1, 2022 (In thousands) Net sales: Prevention & Recovery $ 250,740 $ 244,835 Reconstructive 155,411 130,622 $ 406,151 $ 375,457 Segment Adjusted EBITDA (1) : Prevention & Recovery $ 25,695 $ 26,370 Reconstructive 30,716 21,357 $ 56,411 $ 47,727 (1) The following is a reconciliation of Loss from continuing operations before income taxes to Adjusted EBITDA: Three Months Ended March 31, 2023 April 1, 2022 (In thousands) Loss from continuing operations before income taxes (GAAP) $ ( 29,959 ) $ ( 37,691 ) Restructuring and other charges (1) 2,936 2,953 MDR and other costs (2) 7,796 2,627 Strategic transaction costs 11,629 11,696 Stock-based compensation 6,908 6,708 Depreciation and other amortization 19,951 18,500 Amortization of acquired intangibles 32,040 30,786 Inventory step-up 119 5,084 Interest expense, net 5,652 7,064 Other income ( 661 ) — Adjusted EBITDA (non-GAAP) $ 56,411 $ 47,727 (1) Restructuring and other charges includes $ 0.3 million and $ 0.5 million of expense classified as Cost of sales on the Company’s Condensed Consolidated Statements of Operations for the three months ended March 31, 2023 and April 1, 2022, respectively. (2) Primarily related to costs specific to compliance with medical device reporting regulations and other requirements of the European Union Medical Devices Regulation. These costs are classified as Selling, general and administrative expense on our Condensed Consolidated Statements of Operations. 17