What changed in this filing

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Item 8. Financial Statements and Supplementary Data

2025-02-26 compared with 2024-02-22 · 398 added, 371 removed, 1206 unchanged (39% of the section changed)

13 unchanged sentences

Discontinued Operations 77

Acquisitions and Investments

Net Income Per Share from Continuing Operations 84

8 unchanged sentences

Segment Information 106

Subsequent Events

Report of Independent Registered Public Accounting Firm

1 unchanged sentence

Opinion on Internal Control Over Financial Reporting

We have audited Enovis Corporation and subsidiaries’ internal control over financial reporting as of December 31, 2023, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria).

In our opinion, Enovis Corporation and subsidiaries (the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, 2023, based on the COSO criteria.

We have audited Enovis Corporation’s internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria).

In our opinion, Enovis Corporation (the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, 2024, based on the COSO criteria.

As indicated in the accompanying Management’s Annual Report on Internal Control Over Financial Reporting, management’s assessment of and conclusion on the effectiveness of internal control over financial reporting did not include the internal controls of LimaCorporate S.p.A.

(Lima), which is included in the 2024 consolidated financial statements of the Company and constituted 21% of total assets, as of December 31, 2024 and 15% of net sales, for the year then ended.

Our audit of internal control over financial reporting of the Company also did not include an evaluation of the internal control over financial reporting of Lima.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2024 and 2023, the related consolidated statements of operations, comprehensive income (loss), equity and cash flows for each of the three years in the period ended December 31, 2024, and the related notes and financial statement schedule listed in the Index 15(A)(2) and our report dated February 26, 2025 expressed an unqualified opinion thereon.

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(2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company;

and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

and (3) provide reasonable

assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.

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Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of Enovis Corporation and subsidiaries (the Company) as of December 31, 2023 and 2022, the related consolidated statements of operations, comprehensive income (loss), equity and cash flows for each of the three years in the period ended December 31, 2023, and the related notes and financial statement schedule listed in the Index at Item 15(A)(2) (collectively referred to as the “consolidated financial statements”).

We have audited the accompanying consolidated balance sheets of Enovis Corporation (the Company) as of December 31, 2024 and 2023, the related consolidated statements of operations, comprehensive income (loss), equity and cash flows for each of the three years in the period ended December 31, 2024, and the related notes and financial statement schedule listed in the Index at Item 15(A)(2) (collectively referred to as the “consolidated financial statements”).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2024 and 2023, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2024, in conformity with U.S.

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We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matter

The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that:

(1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments.

The communication of the critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the account or disclosure to which it relates.

Critical Audit Matters

The critical audit matters communicated below are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that:

(1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments.

The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

Description of the Matter At December 31, 2024, the Company’s goodwill allocated to the Prevention & Recovery reporting unit and Reconstructive reporting unit was $0.8 billion and $0.9 billion, respectively.

As discussed in Note 9 to the consolidated financial statements, goodwill is not amortized, but rather is subject to an annual impairment test, or more frequent tests if events and circumstances indicate an impairment exists.

As a result of the Company’s 2024 annual impairment test, the Company recorded a goodwill impairment charge of $315 million and $330 million related to the Prevention & Recovery and Reconstructive reporting units, respectively.

Auditing the Company's goodwill impairment test was complex and highly judgmental due to the significant estimation required by management to determine the fair value of the Prevention & Recovery and Reconstructive reporting units.

In particular, the fair value estimate was sensitive to significant assumptions, such as changes in the discount rates, market multiples, projected revenues and projected operating income metrics that are forward-looking and affected by future economic and market conditions.

How We Addressed the Matter in Our Audit We obtained an understanding, evaluated the design and tested the operating effectiveness of the Company's controls over its annual goodwill impairment testing process, including controls over management’s determination of the significant assumptions described above.

How We Addressed the Matter in Our Audit We obtained an understanding, evaluated the design and tested the operating effectiveness of the Company's controls over its annual goodwill impairment testing process, including controls over management’s review of the significant assumptions described above.

We also tested management’s controls over the completeness and accuracy of the data used in the model.

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In addition, we tested management’s reconciliation of the fair value of both reporting units to the market capitalization of the Company.

Valuation of intangible assets acquired in a business combination

Description of the Matter During 2024, the Company completed its acquisition of LimaCorporate S.p.A., (“Lima”) for net consideration of $866 million, and recognized identifiable intangible assets of $363 million, as disclosed in Note 5 to the consolidated financial statements.

The transaction was accounted for as a business combination.

Auditing the Company's purchase accounting for its acquisition of Lima was complex due to the significant estimation required by management to determine the fair value of the acquired technology and customer relationship intangible assets.

The estimation complexity was primarily due to the valuation models used to measure the fair value of the intangible assets and the sensitivity of the respective fair values to the significant underlying assumptions.

The significant assumptions used to estimate the fair value of the intangible assets included discount rates and certain assumptions that form the basis of the forecasted results (e.g., revenue projections, operating income projections, discount rates and developed technology obsolescence rate).

These significant assumptions relate to the future performance of the acquired business, are forward looking and could be affected by future economic and market conditions.

How We Addressed the Matter in Our Audit We obtained an understanding, evaluated the design and tested the operating effectiveness of the Company's controls over its accounting for acquisitions.

For example, we tested controls over the recognition and measurement of intangible assets, including the valuation models and underlying assumptions used to develop such estimates.

We also tested management’s controls over the completeness and accuracy of the data used in the model.

To audit the estimated fair value of the intangible assets, we performed audit procedures that included, among others, evaluating the Company's valuation models and testing the significant assumptions used in the models, as well as testing the completeness and accuracy of the underlying data.

For example, we compared the significant assumptions to current industry, market and economic trends, to the assumptions used to value similar assets in other acquisitions, and to the historical results of the acquired business.

We also involved internal valuation specialists to assist in our evaluation of the significant assumptions and those procedures included the completion of independent calculations of the acquired intangible assets.

/s/ Ernst & Young LLP

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Restructuring and other charges 27,290 17,335 17,225

Goodwill impairment charge 645,000 — —

Operating loss ( 775,719 ) ( 65,709 ) ( 71,178 )

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Income from discontinued operations, net of taxes 2,601 21,108 26,430

Net income (loss) ( 32,731 ) ( 11,759 ) 76,278

Net loss ( 824,815 ) ( 32,731 ) ( 11,759 )

net income attributable to noncontrolling interest from continuing operations - net of taxes 679 530 567

net income attributable to noncontrolling interest from discontinued operations - net of taxes — — 966

Net income (loss) attributable to Enovis Corporation $ ( 33,261 ) $ ( 13,292 ) $ 71,657

Net loss attributable to Enovis Corporation $ ( 825,494 ) $ ( 33,261 ) $ ( 13,292 )

Net income (loss) per share - basic and diluted

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2024 2023 2022

Net income (loss) $ ( 32,731 ) $ ( 11,759 ) $ 76,278

Net loss $ ( 824,815 ) $ ( 32,731 ) $ ( 11,759 )

Other comprehensive income (loss):

Foreign currency translation, net of tax expense of $ — , $ 338 and $ 3,449

Foreign currency translation, net of tax expense (benefit) of $ — , $ — , and $ 338

( 112,434 ) 66,513 ( 61,378 )

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Other comprehensive income (loss) ( 103,182 ) 28,612 ( 39,514 )

Comprehensive income (loss) ( 4,119 ) ( 51,273 ) 11,031

Comprehensive loss ( 927,997 ) ( 4,119 ) ( 51,273 )

comprehensive income (loss) attributable to noncontrolling interest ( 71 ) 593 ( 583 )

Comprehensive income (loss) attributable to Enovis Corporation $ ( 4,712 ) $ ( 50,690 ) $ 7,750

Comprehensive loss attributable to Enovis Corporation $ ( 927,926 ) $ ( 4,712 ) $ ( 50,690 )

See Notes to Consolidated Financial Statements.

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Additional paid-in capital 2,973,121 2,900,747

Retained earnings 542,471 575,732

Retained earnings (accumulated deficit) ( 283,023 ) 542,471

Accumulated other comprehensive loss ( 127,892 ) ( 24,881 )

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Balance at January 1, 2022 52,083,078 $ 52 $ 4,544,315 $ 589,024 $ ( 516,013 ) $ 44,055 $ 4,661,433

Net income — — — 71,657 — 4,621 76,278

Distributions to noncontrolling owners — — — — — ( 3,713 ) ( 3,713 )

Other comprehensive income, net of tax expense of $ 14,945

— — — — ( 63,907 ) ( 1,340 ) ( 65,247 )

Common stock offering, net of issuance costs 5,366,667 5 711,334 — — — 711,339

Conversion of tangible equity units into common stock 4,441,488 4 ( 4 ) — — — —

Common stock issued for acquisition, net of issuance costs 2,181,507 2 285,678 — — — 285,680

Common stock-based award activity 594,520 1 69,221 — — — 69,222

Balance at December 31, 2021 52,083,078 52 4,544,315 589,024 ( 516,013 ) 44,055 4,661,433

Net income (loss) — — — ( 13,292 ) — 1,533 ( 11,759 )

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Net income (loss) — — — ( 33,261 ) — 530 ( 32,731 )

Other comprehensive loss, net of tax benefit of $ 10,472

Other comprehensive income, net of tax benefit of $ 10,472

— — — — 28,549 63 28,612

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Balance at December 31, 2023 54,597,142 55 2,900,747 542,471 ( 24,881 ) 2,309 3,420,701

Net income (loss) — — — ( 825,494 ) — 679 ( 824,815 )

Distributions to noncontrolling owners — — — — — ( 750 ) ( 750 )

Payments of tax withholding for stock-based awards — — ( 4,772 ) — — — (4,772)

Other comprehensive loss, net of tax expense of $ 1,161

— — — — ( 103,011 ) ( 171 ) ( 103,182 )

Common stock issued for acquisition 971,343 1 45,574 — — — 45,575

Common stock-based award activity 308,032 — 31,572 — — — 31,572

Balance at December 31, 2024 55,876,517 $ 56 $ 2,973,121 $ ( 283,023 ) $ ( 127,892 ) $ 2,067 $ 2,564,329

See Notes to Consolidated Financial Statements.

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Cash flows from operating activities:

Net income (loss) $ ( 32,731 ) $ ( 11,759 ) $ 76,278

Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:

Depreciation, amortization and other impairment charges 217,109 219,710 262,919

Net loss $ ( 824,815 ) $ ( 32,731 ) $ ( 11,759 )

Adjustments to reconcile net loss to net operating cash flows:

Goodwill and asset impairment 650,308 — —

Depreciation and amortization 284,796 217,109 219,710

Stock-based compensation expense 29,662 34,065 38,955

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Gain on cost basis investments — — ( 8,800 )

Unrealized gain on currency hedges ( 24,311 ) — —

Fair value gain on contingency shares ( 20,117 ) — —

Unrealized loss (gain) on currency hedges 11,123 ( 24,311 ) —

Debt extinguishment charges — 7,333 20,396

1 unchanged sentence

(Gain) loss on sale of property, plant and equipment 1,218 ( 14,539 ) 352

Pension settlement gain — — ( 11,208 )

Changes in operating assets and liabilities:

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Payments for acquisitions, net of cash received, and investments ( 769,914 ) ( 152,815 ) ( 73,684 )

Payment for settlement of derivative ( 4,845 ) — —

Net cash used in investing activities ( 955,473 ) ( 242,467 ) ( 176,388 )

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Payment of capped call transactions — ( 61,962 ) —

Payments of tax withholding for stock-based awards ( 4,772 ) — —

Deferred consideration payments and other ( 8,805 ) ( 3,536 ) ( 7,507 )

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The Reconstructive segment provides surgical implant solutions, offering a comprehensive suite of reconstructive joint products for the hip, knee, shoulder, elbow, foot, ankle, and finger and surgical productivity tools.

On January 3, 2024, the Company completed the acquisition of LimaCorporate S.p.A.

(“Lima”) from Emil Holding II S.à.r.l (“Seller”).

Pursuant to the terms of the Share Purchase Agreement with the Seller, dated September 22, 2023, the Company acquired all of the issued and outstanding share capital of Lima from the Seller.

The Company financed the acquisition of Lima with proceeds from the committed term loan facility under its existing credit agreement and its previously completed offering of 3.875 % convertible senior notes due 2028.

See Note 5 “Acquisitions” and Note 13 “Debt" for further information.

On April 4, 2022, the Company completed the separation of its fabrication technology business (the “Separation”) through a tax free, pro-rata distribution of 90 % of the outstanding common stock of ESAB Corporation (“ESAB”) to Colfax stockholders.

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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 $ 450.0 million of borrowings on a term loan under the Enovis Credit Agreement, as discussed below, 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, and $ 302.8 million of outstanding debt and accrued interest on its 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.

The distribution proceeds were used by Enovis in conjunction with $ 450.0 million of borrowings on a term loan under the Credit Agreement, as discussed below, 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, and $ 302.8 million of outstanding debt and accrued interest on its 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 also completed the redemption of its Euro Senior Notes representing all of its outstanding € 350.0 million principal 3.25 % Euro Senior Notes due 2025 at a redemption price of 100.813 % of the principal amount.

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(2) charges through the first quarter of 2022 for previously retained asbestos contingencies from divested businesses for which the Company did not retain an interest in the ongoing operation and that were fully transferred to ESAB in conjunction with the Separation;

(3) certain expenses related to the Separation in 2022, (4) a charge related to the release of a tax indemnification receivable from ESAB and release of uncertain tax positions in the second quarter of 2023, and (5) divestiture-related expenses and gain on disposal from the sale of a retained facility from a prior divestiture.

(3) certain expenses related to the Separation in 2022, (4) a charge related to the release of a tax indemnification receivable from ESAB and release of uncertain tax positions, and (5) divestiture-related expenses and gain on disposal from the sale of a retained facility from a prior divestiture.

See Note 4 “Discontinued Operations” for further information.

Sales in our Prevention & Recovery and Reconstructive segments typically peak in the fourth quarter.

These historical seasonality trends were disrupted by the commercial impacts caused by the COVID-19 pandemic.

General economic conditions may, however, impact future seasonal variations.

ENOVIS CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Summary of Significant Accounting Policies

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One investment is accounted for under the equity method of accounting.

For the years ended December 31, 2024 and 2023, the Company’s share of the loss of the equity method investment is immaterial.

The other investments represent minority ownership interests and are accounted for under the cost method.

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Any estimates are evaluated on a quarterly basis until the uncertainty is resolved.

Additionally, the Company maintains provisions for estimated contractual allowances for reimbursement amounts from certain third-party payors based on negotiated contracts, historical experience for non-contracted payors, and the impact of new contract terms or modifications of existing arrangements with these customers.

These allowances are recorded as a reduction to sales in the same period that the sales are recognized.

Additionally, the Company maintains provisions for estimated contractual allowances for

ENOVIS CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

reimbursement amounts from certain third-party payors based on negotiated contracts, historical experience for non-contracted payors, and the impact of new contract terms or modifications of existing arrangements with these customers.

These allowances are recorded as a reduction to sales in the same period that the sales are recognized.

The period of benefit for the Company’s incremental costs of obtaining a contract generally have less than a one-year duration;

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The Company also receives new product and invention ideas from orthopedic surgeons and other healthcare professionals and seeks to obtain rights to ideas it considers promising from a clinical and commercial perspective through entering into either assignment or licensing agreements.

The Company maintains contractual relationships with orthopedic surgeons who assists in developing products and may also provide consulting services in connection with our products.

The Company maintains contractual relationships with orthopedic surgeons who assist in developing products and may also provide consulting services in connection with product research and development.

Interest Expense, Net

Interest expense, net includes interest income of $ 0.6 million, $ 0.2 million and $ 0.2 million for the years ended December 31, 2024, 2023 and 2022, respectively, primarily associated with interest-bearing deposits of certain foreign subsidiaries.

In April 2023, the Company entered into synthetic debt cross-currency swap agreements to hedge its net investment in its Swiss Franc-denominated subsidiaries against adverse movements in exchange rates between the U.S.

The Company has synthetic debt cross-currency swap agreements since April 2023 to hedge its net investment in its Swiss Franc-denominated subsidiaries against adverse movements in exchange rates between the U.S.

Dollar and the Swiss Franc.

The Company receives fixed-rate amounts from the counterparties in exchange for the Company making foreign-currency fixed-rate interest payments over the life of the agreements.

During the year ended December 31, 2023, the Company received interest income on its cross-currency swap agreements of $ 7.3 million, which is included within Interest expense, net in the Consolidated Statements of Operations.

See Note 17, “Financial Instruments” for further information on the cross-currency swap agreement.

During the years ended December 31, 2024 and 2023, the Company received interest income on its cross-currency swap agreements of $ 32.5 million, and $ 7.3 million, respectively, which is included within Interest expense, net in the Consolidated Statements of Operations.

See Note 17 “Financial Instruments and Fair Value Measurements” for further information on the cross-currency swap agreement.

Cash and Cash Equivalents

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Cash and cash equivalents that are restricted as to withdrawal or use under the terms of certain contractual agreements are excluded from Cash and cash equivalents in the Consolidated Balance Sheets.

The balance in restricted cash is related to the acquisition of Precision AI and will be released to the seller within one year of the acquisition date upon completion of three milestones.

The balance in restricted cash was related to the acquisition of Precision AI which closed in the fourth quarter of 2023 and was fully released to the seller within one year of the acquisition date upon completion of three milestones.

See Note 5 “Acquisitions and Investments" for further information.

The balance of restricted cash is presented as a component of Other current assets on the Consolidated Balance Sheets.

When it is expected to be released within one year, restricted cash is presented as a component of Other current assets on the Consolidated Balance Sheets.

ENOVIS CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

The following table summarizes the Company’s Cash and Cash equivalents and Restricted cash:

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$ 48,167 $ 44,832

ENOVIS CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Trade Receivables

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Goodwill represents the costs in excess of the fair value of net assets acquired through acquisitions by the Company.

The Company does not have any indefinite-lived intangible assets.

The Company evaluates the recoverability of Goodwill annually or more frequently if an event occurs or circumstances change in the interim that would more likely than not reduce the fair value of the asset below its carrying amount.

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Significant estimates in the discounted cash flow models include the weighted average cost of capital, revenue growth rates, long-term rate of growth, profitability of the business, tax rates, and working capital effects.

The market valuation approach indicates the fair value of the business based on a comparison against certain market information.

Significant estimates in the market approach model include identifying appropriate peer companies, market multiples and assessing earnings before interest, income taxes, depreciation and amortization.

For the year ended December 31, 2023, the Company performed a quantitative assessment of Goodwill for the Reconstructive and Prevention & Recovery reporting units, both of which indicated no impairment existed.

The carrying amount of Goodwill of the Prevention & Recovery and Reconstructive reporting units for the year ended December 31, 2023 was $ 1.1 billion and $ 1.0 billion, respectively.

The Company determined the fair value of the reporting units by equally weighting a discounted cash flow approach and market valuation approach, and the reporting unit’s fair value exceeded its carrying amount by approximately 4 % and 8 %, respectively.

Determining the fair value of a reporting unit requires the application of judgment and involves the use of significant estimates and assumptions which can be affected by changes in

The market valuation approach

ENOVIS CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

business climate, economic conditions, the competitive environment and other factors.

The Company bases these fair value estimates on assumptions the Company’s management believes to be reasonable but which are unpredictable and inherently uncertain.

Future changes in the judgment, assumptions and estimates could result in significantly different estimates of fair value in the future.

An increase in discount rates, a reduction in projected cash flows or a combination of the two could lead to a reduction in the estimated fair values, which may result in impairment charges that could materially affect the Company’s financial statements in any given year.

For sensitivity analysis, the Company estimated the fair value of the Prevention & Recovery and Reconstructive reporting units if the Company reduced the long-term revenue growth rate by 25 basis points, and the resulting excess fair value over carrying value decreased by 130 and 150 basis points, respectively.

A quantitative impairment test of Goodwill for the Prevention & Recovery and Reconstructive reporting units was performed for the year ended December 31, 2022 , which indicated no impairment existed.

indicates the fair value of the business based on a comparison against certain market information.

For the year ended December 31, 2024, the Company identified an impairment indicator associated with a sustained decrease in the Company’s publicly quoted share price and market capitalization, relative to the carrying value of our reporting units.

Accordingly the Company performed a quantitative assessment of Goodwill as part of our annual goodwill impairment testing on the first day of the fourth quarter of 2024.

We determined the fair values of the reporting units by equally weighting a discounted cash flow approach and market valuation approach.

Determining the fair value of a reporting unit requires the application of judgment and involves the use of significant estimates and assumptions which can be affected by changes in business climate, economic conditions, the competitive environment and other factors.

We base these fair value estimates on assumptions our management believes to be reasonable but which are unpredictable and inherently uncertain.

Based upon the results of the quantitative impairment test, the Company determined the carrying value of the Reconstructive and Prevention & Recovery reporting units exceeded their fair values as of the date of our annual impairment test.

In order to align each reporting unit’s fair value model with the Company’s overall market capitalization, the Company reduced long-term cash flow projections and reduced market multiples to the low end of acceptable ranges.

As a result, the Company recognized a non-cash goodwill impairment charge of $ 645 million ($ 330 million for the Reconstructive reporting unit and $ 315 million for the Prevention & Recovery reporting unit).

A further sustained decline in our share price and market capitalization, future cash flows, end-markets and/or geographic markets could result in additional impairment charges that could materially affect our financial statements in any given year.

Actual results could differ from our estimates and projections, which would also affect the assessment of impairment.

As of December 31, 2024, after recognition of the $ 645 million impairment charge, we have Goodwill of $ 1.7 billion ($ 925 million for the Reconstructive reporting unit and $ 768 million for the Prevention and Recovery reporting unit) that is subject to at least annual review for impairment.

See Note 9 “Goodwill and Intangible Assets” in the accompanying Notes to Consolidated Financial Statements for the table summarizing the activity in Goodwill.

For the years ended December 31, 2023 and 2022, the Company performed a quantitative assessment of Goodwill for each of the Reconstructive and Prevention & Recovery reporting units as part of our annual impairment testing on the first day of the fourth quarter, both of which indicated no impairment existed.

Impairment of Long-Lived Assets Other than Goodwill and Indefinite-Lived Intangible Assets

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Management determines fair value using the discounted cash flow method or other accepted valuation techniques.

The Company did not record any asset impairment charges during the years ended December 31, 2023 and 2022.

The Company evaluated its long-lived assets and finite-lived intangibles assets for recoverability in conjunction with the Goodwill impairment trigger event, the sustained decrease in the Company’s publicly quoted share price.

Before assessing Goodwill for impairment, the Company concluded its long-lived assets and finite-lived intangible were recoverable.

The Company did not record any asset impairment charges during the years ended December 31, 2024, 2023 and 2022, except for a $ 5.4 million asset impairment recorded in the first quarter of 2024 associated with a divestiture of a minor product line in P&R.

The Company is subject to foreign currency risk associated with the translation of the net assets of foreign subsidiaries to United States (“U.S.”) dollars on a periodic basis.

ENOVIS CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Derivative instruments are generally recognized on a gross basis in the Consolidated Balance Sheets in either Other current assets, Other assets, Accrued liabilities or Other liabilities depending upon their respective fair values and maturity dates.

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See Note 17 “Financial Instruments and Fair Value Measurements” for additional information regarding the Company’s derivative instruments.

ENOVIS CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Income taxes for the Company are accounted for under the asset and liability method.

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The Company establishes a liability for unrecognized income tax benefits for income tax positions for which it is more likely than not that a tax position will not be sustained upon examination by the respective taxing authority to the extent such tax positions reduce the Company’s income tax liability.

The Company recognizes interest and penalties related to unrecognized income tax benefits in Income tax benefit in the Consolidated Statements of Operations.

The Company recognizes interest and penalties related to unrecognized income tax benefits in Income tax expense (benefit) in the Consolidated Statements of Operations.

Foreign Currency Exchange Gains and Losses

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Differences in exchange rates during the period between the date a transaction denominated in a foreign currency is consummated and the date on which it is either settled or translated for inclusion in the Consolidated Balance Sheets are recognized in Selling, general and administrative expense or Interest expense, net in the Consolidated Statements of Operations for that period.

During the year ended December 31, 2023, the Company recognized net foreign currency transaction loss of $ 2.7 million in Selling, general and administrative expense in the Consolidated Statements of Operations.

During the year ended December 31, 2022, the Company recognized net foreign currency transaction gain of $ 0.7 million in Interest expense, net and net foreign currency transaction loss of $ 0.6 million in Selling, general and administrative expense in the Consolidated Statements of Operations.

During the year ended December 31, 2021, the Company recognized net foreign currency transaction loss of $ 0.5 million in Interest expense, net and net foreign currency transaction loss of $ 2.0 million in Selling, general and administrative expense in the Consolidated Statements of Operations.

ENOVIS CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

During the years ended December 31, 2024, 2023 and 2022, the Company recognized net foreign currency transaction losses of $ 3.5 million, $ 2.7 million, and $ 0.6 million, respectively, in Selling, general and administrative expense in the Consolidated Statements of Operations.

During the year ended December 31, 2022, the Company recognized net foreign currency transaction gain of $ 0.7 million in Interest expense, net in the Consolidated Statements of Operations.

Debt Issuance Costs and Debt Discount

1 unchanged sentence

Further, the carrying value of debt is reduced by an original issue discount, which is accreted to Interest expense, net using the effective interest method over the term of the related obligation.

ENOVIS CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Use of Estimates

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Actual results may differ from those estimates.

ENOVIS CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Recently Issued Accounting Pronouncements

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Typically, recently issued standards do not require adoption until a future effective date.

During the year ended December 31, 2023, there were no new material accounting standards adopted that impacted the Company.

Standards to be Implemented

Listed below are the applicable new accounting standards adopted by the Company in 2024 and the recently issued standards currently being evaluated.

Adopted Standards

In November 2023, the FASB issued Accounting Standards Update (“ASU”) 2023-07, Segment Reporting (Topic 280):

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In addition, the amendments expand interim disclosure requirements and clarify circumstances in which an entity can disclose multiple segment measures of profit or loss.

2023-07 is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024.

The Company is currently evaluating the impact of this ASU on its consolidated financial statement disclosures.

In December 2023, the FASB issued Accounting Standards Update (ASU) No.

2023-09, Income Taxes (Topic 740):

The adoption did not have a material impact on the Company’s Consolidated Financial Statements but did require updates to the presentation of certain information for the Company’s segment disclosures.

See Note 19 “Segment Information” for additional information regarding the updates made.

Standards to be Implemented

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740):

Improvements to Income Tax Disclosures which is intended to enhance the transparency and decision usefulness of income tax disclosures.

The amendments require public business entities to disclose additional information in specified categories within the income tax rate reconciliation and greater detail about individual reconciling items to the extent the impact of those items exceeds a specified threshold.

Additionally, the amendments require disclosure of incomes taxes paid (net of refunds received) to be disaggregated for federal, state, and foreign taxes and further disaggregated for specific jurisdictions to the extent the related amounts exceed a quantitative threshold.

Additionally, the amendments require disclosure of income taxes paid (net of refunds received) to be disaggregated for federal, state, and foreign taxes and further disaggregated for specific jurisdictions to the extent the related amounts exceed a quantitative threshold.

The amendments further require disclosure of income (or loss) from continuing operations before income tax expense (or benefit) disaggregated between domestic and foreign;

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The Company is currently evaluating the impact of this ASU on its consolidated financial statement disclosures.

In November 2024, the FASB issued ASU 2024-04, Debt with Conversion and Other Options (Subtopic 470-20):

Induced Conversions of Convertible Debt Instruments.

The amendments in this ASU clarify the requirements for determining induced conversion treatment in certain situations of the early settlement of convertible debt instruments.

The guidance requires that an induced conversion include the issuance of all consideration (in form and in amount) issuable under the conversion privileges provided in the terms of the existing instrument.

2024-04 is effective for all annual reporting periods beginning after December 15, 2025, and interim periods within those annual reporting periods.

The Company is currently evaluating the impact of this ASU on its consolidated financial statement disclosures.

In November 2024, the FASB issued ASU 2024-03, Expense Disaggregation Disclosures (Subtopic 220-40):

Disaggregation of Income Statement Expenses.

The amendments in this ASU clarify the requirements for certain categories of expenses included in expense line items on the face of the income statement to be disclosed in a disaggregated manner in the notes to the financial statements.

In addition, the update requires that the entity disclose both the total amount of selling expenses reported and how it defines selling expenses.

2024-03 is effective for public business entities for annual reporting periods beginning after December 15, 2026, and interim reporting periods within annual reporting periods beginning after December 15, 2027.

The Company is currently evaluating the impact of this ASU on its consolidated financial statements.

Other recently issued accounting pronouncements are not expected to have a material impact on the Company's consolidated financial statements.

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In connection with the Separation, the Company received a one-time tax-free cash distribution from ESAB of $ 1.2 billion.

In connection with the Separation, Enovis and ESAB entered into various agreements to effect the Separation and provide a framework for ESAB’s relationship with Enovis after the Separation.

Enovis and ESAB entered into various agreements to effect the Separation and provide a framework for ESAB’s relationship with Enovis after the Separation.

These agreements include a separation and distribution agreement, a stockholders’ and registration rights agreement, an employee matters agreement, a tax matters agreement, a transition services agreement, an ESAB Business Excellence System (“EBS”) license agreement, and an intellectual property matters agreement (the “Agreements”).

These Agreements govern the Separation between Enovis and ESAB of the assets, employees, liabilities and obligations (including its investments, property and employee benefits and tax-related assets and liabilities) of Enovis and its subsidiaries attributable to periods prior to, at and after the Separation and will govern certain relationships between Enovis and ESAB after the Separation.

These Agreements govern the Separation between Enovis and ESAB of the assets, employees, liabilities and obligations (including its investments, property and employee benefits and tax-related assets and liabilities) of Enovis and its subsidiaries attributable to periods prior to, at and after the Separation and govern certain relationships between Enovis and ESAB after the Separation.

The impact of services provided to ESAB and agreed upon charges as part of the Separation are not material to our consolidated financial statements.

The matters of the agreements with ESAB have substantially concluded.

The matters of the agreements with ESAB substantially concluded in 2023.

Asbestos Contingencies

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Items Related to our former Air and Gas Handling Business

The Company sold its air & gas handling business in 2019.

Accordingly, the accompanying Consolidated Financial Statements for all periods presented reflect pre-tax divestiture-related expenses (benefit) of $( 0.7 ) million , $ 1.7 million and $ 9.1 million for the years ended December 31, 2023, 2022 and 2021, respectively, as discontinued operations.

The divestiture-related expenses (benefit) are primarily maintenance costs and cost to sell a retained interest in a facility no longer used in operations including certain professional, legal, and consulting fees as well as a settlement executed in the first quarter of 2021.

In the third quarter of 2023, the Company sold the retained interest in the facility and recorded a gain of $ 15.5 million.

The Company sold its air & gas handling business in 2019, but retained an interest in a facility not used in operations.

Accordingly, the accompanying Consolidated Financial Statements for all periods presented reflect pre-tax divestiture-related (benefit) expense of $( 0.7 ) million and $ 1.7 million for the years ended December 31, 2023 and 2022, respectively, as discontinued operations.

The divestiture-related expenses are primarily maintenance costs, cost to sell the facility, and related professional, legal, and consulting fees.

In the third quarter of 2023, the Company sold its retained interest in the facility and recorded a gain of $ 15.5 million.

Summary of Items Treated as Discontinued Operations

As a result of the Separation and prior divestitures, the operating results of (1) ESAB, the Company’s former fabrication technology business, (2) charges related to the previously retained asbestos contingencies and (3) items related to our divested air & gas handling business have been presented as discontinued operations in the Consolidated Statements of Operations for all periods presented.

As a result of the Separation and prior divestitures, the Income from discontinued operations, net of tax includes the results of:

(1) ESAB, the Company’s former fabrication technology business in 2022 prior to the Separation, (2) charges related to the previously retained asbestos contingencies in 2022 prior to the Separation, (3) items related to the divested air & gas handling business in 2022 and 2023 including the gain on sale of a facility in 2023, and (4) the release of uncertain tax positions and related indemnity receivable from ESAB in conjunction with the Separation in 2023 and 2024.

ENOVIS CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

The following table presents the financial results of the former fabrication technology business including all divestiture-related expenses incurred by the company and allocated interest expense;

asbestos charges;

items related related to Air & Gas;

and the combined income tax effect of those items for the years ended December 31, 2023, 2022 and 2021.

The following table presents details of the Income from discontinued operation, net of tax, for the years ended December 31, 2024, 2023 and 2022.

Year Ended December 31,

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Interest expense (2)

— 8,035 43,481

Pension settlement gain — — ( 11,208 )

Income from discontinued operations before income taxes 11,130 35,585 262,470

Income (loss) from discontinued operations before income taxes ( 2,647 ) 11,130 35,585

Income tax (benefit) expense (3)

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Income from discontinued operations, net of taxes 2,601 21,108 26,430

(1) Divestiture-related expenses and other includes a charge of $ 5.1 million for the release of a tax indemnification receivable from ESAB for the year ended December 31, 2023 and divestiture-related expenses for the Separation of $ 45.0 million and $ 20.6 million for the years ended December 31, 2022 and 2021, respectively.

Net income attributable to discontinued operations $ 2,601 $ 21,108 $ 26,430

(1) Divestiture-related expenses and other includes non-cash charges of $ 2.5 million and $ 5.1 million for the release of a tax indemnification receivable from ESAB for the years ended December 31, 2024 and 2023, respectively, and divestiture-related expenses for the Separation of $ 45.0 million for the year ended December 31, 2022.

(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.

(3) The year ended December 31, 2023 includes benefit of release of uncertain tax positions.

Total income attributable to noncontrolling interest related to ESAB, net of taxes for the years ended December 31, 2022 and 2021 wa s $ 1.0 million, and $ 3.6 million, respectively.

These amounts are presented as net income attributable to noncontrolling interest from discontinued operations - net of taxes on the Consolidated Statements of Operations.

The following table presents further detail into the financial results of the former fabrication technology business:

(3) Includes income tax benefit from the release of uncertain tax positions associated with the Separation for the years ended December 31, 2024 and 2023.

The following table presents further detail into the financial results from discontinued operations :

Year Ended December 31,

2024 2023 2022

(in thousands)

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Capital expenditures — — 5,903

Cash (used in) provided by operating activities related to discontinued operations for the years ended December 31, 2023, 2022 and 2021 wa s approximately $( 2 ) million, $( 27 ) million, and $ 224 million, respectively.

Cash provided by (used in) investing activities related to discontinued operations for the years ended December 31, 2023, 2022 and 2021 was approximatel y $ 33 million, $( 3 ) million , and $( 35 ) million, respectively.

Cash used in operating activities 146 1,970 26,966

Cash used in (provided by) investing activities — ( 33,264 ) 3,157

ENOVIS CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Acquisitions and Investments

Lima Acquisition in 2024

On January 3, 2024, the Company acquired LimaCorporate S.p.A.

(“Lima”), a privately held global orthopedic company focused on restoring motion through digital innovation and customized hardware, at an enterprise value of € 800 million (the “Lima Acquisition”), consisting of (i) approximately € 700 million in cash consideration, which includes repayment of certain indebtedness, to be paid at closing, and (ii) 1,942,686 shares of common stock of Enovis valued at approximately € 100 million based on the thirty-day volume weighted average price of the Company’s common stock as of the close of business day on September 21, 2023, and which are expected to be issued within eighteen months following the closing of the Lima Acquisition, in each case subject to certain adjustments and conditions as provided for in the purchase agreement.

During the year ended December 31, 2023, the Company incurred $ 9.0 million of strategic transactions costs, including advisory, legal, audit, valuation and other professional service fees in connection with the Lima acquisition, which are included in Selling, general and administrative expense in the Consolidated Statements of Operations.

The Lima acquisition will be accounted for using the acquisition method of accounting and accordingly, the Consolidated Financial Statements will include the financial position and results of operations from the date of acquisition.

(“Lima”), a privately held global orthopedic company focused on restoring motion through digital innovation and customized hardware, at an enterprise value of € 800 million (the “Lima Acquisition”), consisting of (i) approximately € 700 million in cash consideration, which includes repayment of certain indebtedness, to be paid at closing, and (ii) 1,942,686 shares of common stock of Enovis valued at approximately € 100 million based on the 30-day volume weighted average price of the Company’s common stock as of the close of business day on September 21, 2023 (the “Contingent Acquisition Shares”).

The Contingent Acquisition Shares were issuable in two equal tranches within six and twelve months of the acquisition date upon non-occurrence of certain future events, in each case subject to certain adjustments and conditions as provided for in the purchase agreement.

The first tranche of 971,343 Contingent Acquisition Shares was issued to the seller on July 16, 2024 and the second tranche of Contingent Acquisition Shares was issued on January 15, 2025.

The cash paid for acquisition was $ 757.7 million, net of acquired cash.

The fair value of the Contingent Acquisition Shares at closing was $ 107.9 million based on the Enovis share price at the close of business on January 3, 2024.

The Contingent Acquisition Shares liability, recorded in Accrued liabilities, was adjusted to fair value each reporting period with the adjustment reflected in Other income (expense), net in the Consolidated Statement of Operations.

As of December 31, 2024, the Contingent Acquisition Shares liability was $ 42.6 million and the fair value adjustments resulted in a gain of $ 20.1 million for the year ended December 31, 2024.

Lima operates in the reconstructive space of patient care, providing tailored hardware and digital innovation to advance a global standard of care and positive patient outcomes.

Lima has approximately 1,000 employees across more than 15 locations around the world.

The Lima Acquisition extends the Company’s current footprint to emerging and growing markets, expands its product lines, and strengthens its global innovation platform.

The value included as Goodwill for the Lima acquisition is reflective of these expected benefits in conjunction with anticipated synergies as the Company uses its integration experience effectively to drive further operating improvement, margin expansion, and long-term growth.

Enovis uses its experience and EGX business management system, a comprehensive set of tools and repeatable, teachable processes, to integrate acquisitions and create superior value for its customers, shareholders and associates.

During the year ended December 31, 2024, the Company incurred $ 9.7 million of deal costs, including advisory, legal, audit, valuation and other professional service fees in connection with the Lima acquisition, which are included in Selling, general and administrative expense in the Consolidated Statements of Operations.

The Lima Acquisition was accounted for as a business combination using the acquisition method of accounting and accordingly, the Consolidated Financial Statements include the financial position and results of operations from the date of acquisition.

The following unaudited proforma financial information presents Enovis’s consolidated financial information assuming the acquisition had taken place on January 1, 2023.

These amounts are presented in accordance with GAAP, consistent with the Company’s accounting policies.

December 31, 2024 December 31, 2023

(In thousands)

Net Sales $ 2,107,623 $ 2,003,068

Net loss from continuing operations attributable to Enovis ( 807,388 ) ( 171,619 )

The following table summarizes the Company’s estimate of the aggregate fair value of the assets acquired and liabilities assumed as of the date of acquisition.

These amounts, including inventories, deferred taxes, intangible assets, useful lives of the intangible assets, and property, plant and equipment, are determined based upon valuations and studies.

The accounting related to the Lima acquisition has been finalized, and the assets and liabilities acquired are no longer subject to adjustment.

Substantially all of the Goodwill recognized is not expected to be deductible for income tax purposes.

ENOVIS CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

January 3, 2024

(In thousands)

Trade receivables $ 79,710

Inventories 133,547

Property, plant and equipment 115,399

Goodwill 320,375

Intangible assets 363,000

Accounts payable ( 36,871 )

Accrued liabilities ( 51,341 )

Other assets and liabilities, net ( 58,235 )

Total fair value of consideration, net of acquired cash 865,584

fair value of Contingent Acquisition Shares ( 107,877 )

Acquisition consideration paid, net of acquired cash $ 757,707

The following summarizes the values of the Intangible assets acquired, excluding Goodwill, as of December 31, 2024:

Intangible Asset Weighted Average Amortization Period

Trademarks $ 50,000 20

Customer Relationships 148,000 15

Acquired technology 165,000 15

Total Intangible Assets $ 363,000

During the year ended December 31, 2024, the Company’s Consolidated Statements of Operations included $ 322.5 million of net sales and $ 17.0 million net loss associated with the acquired Lima legal entities.

Other 2024 Acquisitions

In 2024, the Company also completed one asset acquisition in its Reconstructive segment and one business acquisition in its Prevention & Recovery segment for aggregate purchase consideration of $ 4.0 million.

2023 Acquisitions

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The Company has allocated $ 43.7 million to goodwill and $ 52.0 million to intangible assets acquired.

The acquisition accounting reflects our preliminary estimates and are subject to adjustment.

The accounting related to the Novastep acquisition was finalized within a year of the acquisition date, and the assets and liabilities acquired are no longer subject to adjustment.

The acquired goodwill value is primarily driven by the expected synergies from cross-selling Novastep products to existing Enovis foot & ankle customers.

The acquisition broadens our reconstructive product offerings for the foot and ankle market and expands our customer base in Europe.

Purchase accounting procedures are ongoing and revisions may be recorded in future periods during the measurement period.

On July 20, 2023, the Company completed an asset acquisition transaction with D.N.E., LLC in its Reconstructive segment.

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The Company paid $ 28.2 million for the asset acquisition and assigned $ 25.8 million to intangible assets, $ 1.9 million to finished goods inventory and $ 0.5 million to property, plant and equipment.

The acquisition is accounted for on a cost approach.

The Consolidated Financial Statements include the financial position and results of operations from the acquisition date.

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The transaction was accounted for as an asset acquisition.

The acquisition compliments the Company’s current product offerings in its Reconstruction segment with advanced planning software for shoulder surgery and opportunity to expand to additional anatomies.

On the acquisition date, the Company paid $ 17.6 million, net of cash received and agreed to make contingent payments of approximately $ 12.0 million upon the successful completion of three milestones within one year of the acquisition date.

The milestones are based on FDA approvals and user validation testing of the software.

In December 2023, the first milestone was achieved and the Company paid $ 4.2 million to the sellers.

The remaining contingent amount is held in escrow by Enovis as restricted cash and presented in Other current asset in the Consolidated Balance Sheet.

The Company has control over these funds and is required to authorize the transfer upon completion of the milestones.

As the asset acquisition is accounted for under a cost approach, the potential additional contingent payments are not recorded until the milestones are achieved.

The Consolidated Financial Statements include the assets acquired and results of operations from the acquisition date.

The acquisition compliments the Company’s current product offerings in its Reconstruction segment with advanced planning software for shoulder surgery and opportunity to expand to additional

ENOVIS CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

The milestones were based on FDA approvals and user validation testing of the software.

The first milestone was achieved in December 2023, and the Company paid $ 4.2 million to the sellers.

The remaining two milestones were achieved in 2024 and the Company paid $ 8.5 million to the sellers.

The payment was made from funds held in a restricted cash escrow account, which was presented in Other current assets on the Consolidated Balance Sheet.

The Company had control over these funds and was required to authorize the transfer upon completion of the milestones.

The additional contingent payments were recorded increasing the value of the intangible assets when the milestones were achieved.

The Consolidated Financial Statements include the assets acquired and results of operations from the acquisition date.

2022 Acquisitions

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The Company 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.

The 360 Med Care acquisition broadened 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”).

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The Company does not expect any of the Goodwill to be deductible for tax purposes.

As a result of obtaining control of Insight, the Company remeasured its initial investments to its fair value resulting in a $ 8.8 million gain.

2021 Acquisitions

The Company completed five acquisitions in its Reconstructive segment in 2021, for net cash consideration of $ 201.6 million and equity consideration of $ 285.7 million.

The acquisitions are accounted for under the acquisition method of accounting, and accordingly, the Consolidated Financial Statements include the financial position and results of operations from the respective acquisition date.

The Consolidated Balance Sheet as of December 31, 2022 reflects our estimates of fair value and are subject to adjustment for certain of the acquisitions as discussed below.

Pro forma revenues of the aforementioned acquisitions in the year ended December 31, 2021, if the aforementioned acquisitions were part of the Company since January 1, 2021, were approximately 12 % of Enovis consolidated revenues from continuing operations.

The Company also made three investments during the year ended December 31, 2021 for a total of $ 16.8 million.

These investments are carried at cost as they do not have a readily determinable fair value.

On January 19, 2021, the Reconstructive segment acquired Trilliant Surgical (“Trilliant”), a national provider of foot and ankle orthopedic implants.

The product technologies of Trilliant support the Reconstructive segment’s focused expansion into

ENOVIS CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

the adjacent foot and ankle market.

Trilliant has a broad product portfolio that covers the full universe of foot reconstructive and fixation procedures, and includes the novel Arsenal Foot Plating System, designed for greater flexibility and speed of implant placement.

On April 23, 2021, the Reconstructive segment acquired MedShape, Inc.

(“MedShape”), a provider of innovative surgical solutions for foot and ankle surgeons using its patented superelastic nickel titanium (NiTiNOL) and shape memory polymer technologies.

The acquisition further expands the Company’s foot and ankle platform.

These two acquisitions were completed for total consideration, net of cash received, of $ 204.1 million, subject to certain adjustments.

Net working capital and intangible assets acquired represent 7.3 % and 36.5 % of the total consideration exchanged for these two acquisitions, respectively, with the residual amount primarily attributable to Goodwill.

The Goodwill acquired in the Trilliant acquisition of $ 30 million is deductible for income tax purposes.

Expected synergies between Trilliant, MedShape, and DJO through this portfolio of foot and ankle products and cross-selling to existing and acquired customers are primary drivers of the acquired Goodwill.

Pro forma revenue of the Trilliant and MedShape acquisitions were approximately 3 % of Enovis’ consolidated revenues from continuing operations.

The purchase accounting related to the Trilliant and MedShape acquisitions has been completed.

On July 28, 2021, the Reconstructive segment acquired Mathys AG Bettlach (“Mathys”) for total acquisition equity consideration of $ 285.7 million of Enovis common stock, which included cash acquired of $ 14.7 million.

Mathys, a Switzerland-based company, develops and distributes innovative products for artificial joint replacement, synthetic bone graft solutions and sports medicine.

The acquisition expands the Reconstructive segment’s reconstructive product portfolio with Mathys’ complimentary surgical solutions and broadens its international customer base.

The aggregate fair value of assets acquired and liabilities assumed as of the date of the Mathys acquisition are presented below.

No ne of the Goodwill recognized is expected to be deductible for income tax purposes.

Goodwill recognized for the Mathys acquisition is primarily attributable to synergies from cross-selling DJO products with the acquired customers and cost savings through supply chain management.

The following table summarizes the final allocation of consideration related to the Mathys acquisition as of the acquisition date:

July 28, 2021

(In thousands)

Trade Receivables $ 19,578

Inventory 76,824

Property, Plant and Equipment 58,465

Goodwill 92,438

Intangible Assets 106,000

Accounts payable ( 4,808 )

Other assets and liabilities, net ( 77,494 )

Consideration, net of cash acquired $ 271,003

The following table summarizes Intangible assets acquired in the Mathys acquisition, excluding Goodwill, as of the acquisition date:

Intangible Amortization

(In thousands) (Years)

Acquired technology $ 54,000 12

Customer relationships 34,000 16

Trademarks 18,000 20

Intangible assets $ 106,000

As a result of obtaining control of Insight, the Company remeasured its initial investments to its fair value resulting in a $ 8.8 million gain in 2022.

ENOVIS CORPORATION

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Year Ended December 31, 2024

of Period Charged to Expense, net Write-Offs, Deductions and Other, net Foreign

of Period Charged to Expense, net Write-Offs, Deductions and Other, net Other Activity, net (1)

Translation Balance at

1 unchanged sentence

Allowance for Credit Losses $ 9,731 $ 10,617 $ ( 4,145 ) $ 8,893 $ ( 630 ) $ 24,466

(1) Represents fair value adjustments related to acquisitions

ENOVIS CORPORATION

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(1) Net income (loss) from continuing operations attributable to Enovis Corporation for the respective periods is calculated using Net income (loss) from continuing operations less the net income attributable to noncontrolling interest from continuing operations, net of taxes.

For the years ended December 31, 2021, the weighted-average shares of common stock outstanding - basic included the impact of 6.1 million shares, as adjusted for the reverse stock split, for the actual or potential issuance of shares from tangible equity unit purchase contracts.

In January 2022, the remaining tangible equity unit purchase contracts were converted into approximately 1.7 million shares of the Company’s common stock, as adjusted for the reverse stock split.

All the issued shares are included in the common stock issued and outstanding as of December 31, 2022 and December 31, 2023.

See Note 14, “Equity”, for details.

For the year ended December 31, 2021, conversions of the Company’s tangible equity units resulted in the issuance of approximately 4.4 million shares, as adjusted for the reverse stock split, of common stock.

All issuances of common stock related to the tangible equity units were converted at the minimum settlement rate of 4.0000 shares of common stock for each purchase contract as a result of the Company’s share price.

The weighted-average computation of the dilutive effect of potentially issuable shares of common stock under the treasury stock method for the years ended December 31, 2024, 2023 and 2022 excludes 1.4 million, 1.2 million, and 1.1 million outstanding stock-based compensation awards, respectively, as their inclusion would be anti-dilutive.

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tax on international operations 1,318 2,789 4,565

Transaction related costs 840 27,699 —

Non-includable transaction-related activities ( 1,679 ) 840 27,699

Non-deductible employee compensation 5,502 5,232 9,013

Goodwill impairment 135,450 — —

Other ( 81 ) 348 648

22 unchanged sentences

Total deferred tax liabilities, net $ ( 60,943 ) $ ( 15,827 )

The Company classifies all deferred tax assets, deferred tax liabilities and valuation allowances as non-current on the balance sheet, recorded as a net asset or net liability on a jurisdictional basis.

At December 31, 2024, the Company’s $ 60.9 million net deferred tax liability is recorded on the balance sheet with $ 35.9 million as a component of Other Assets and $ 96.8 million as a component of Other Liabilities.

The Company evaluates the recoverability of its deferred tax assets on a jurisdictional basis by considering whether deferred tax assets will be realized on a more lik ely than not basis.

To the extent a portion or all of the applicable deferred tax assets do not meet the more likely than not threshold, a valuation allowance is recorded.

During the year ended December 31, 2023, the valuation allowance increased from $ 93.5 million to $ 101.7 million with a net increase of $ 4.6 million recognized in Income tax benefit and a $ 3.5 million increase related to changes in foreign currency rates.

During the year ended December 31, 2024, the valuation allowance increased from $ 101.7 million to $ 156.4 million with a net increase of $ 52.8 million recognized in Income tax expense (benefit), a $ 4.8 million increase related to current year acquisitions, and a $ 2.8 million decrease related to changes in foreign currency rates.

Consideration was given to tax planning strategies and, when applicable, future taxable income as to how much of the relevant deferred tax asset could be realized on a more likely than not basis.

The Company has U.S.

net operating loss carryforwards of $ 14.2 million expiring in years 2024 through 2043, $ 11.7 million of net operating losses that may be carried forward indefinitely and U.S.

The Company has $ 14.3 million of net operating losses expiring in years 2025 through 2044, $ 11.9 million of net operating losses that may be carried forward indefinitely and U.S.

interest limitation carryforward of $ 57.8 million that may be carried forward indefinitely.

The Company’s ability to use these various carryforwards to offset any taxable income generated in future taxable periods may be limited under Section 382 and other federal tax provisions.

As of December 31, 2023, the Company had $ 17.9 million foreign net operating loss carryforwards primarily in Germany, Switzerland, France, and the United Kingdom that may be subject to local tax limitations including changes in ownership.

The foreign net operating losses can be carried forward indefinitely, except $ 3.1 million of net operating losses in Switzerland expiring in 2030.

The company has $ 31.5 million of foreign interest limitation carryforward primarily in Germany, that may be carried forward indefinitely.

As of December 31, 2024, the Company had $ 20.1 million foreign net operating loss carryforwards primarily in Germany, Switzerland, Brazil, Japan, and the United Kingdom that may be subject to local tax limitations including changes in ownership.

The foreign net operating losses can be carried forward indefinitely, except $ 6.2 million of net operating losses in Switzerland and Japan expiring between 2029 and 2031.

The company has $ 47.6 million of foreign interest limitation carryforward primarily in Italy and Germany, that may be carried forward indefinitely.

The Company has U.S.

2 unchanged sentences

The Company’s $ 22.1 million foreign tax credit can be carried back one year and carried forward to tax years 2025 through 2031.

The Company’s $ 10.5 million R&D credit can be carried back one year and carried forward to tax years 2024 through 2043.

The Company’s $ 13.3 million R&D credit can be carried back

ENOVIS CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

one year and carried forward to tax years 2025 through 2044.

The Company has non-refundable R&D tax offsets of $ 3.9 million carrying forward indefinitely that that may be used to reduce Australian income tax in future periods.

1 unchanged sentence

accordingly, the Company has assessed no deferred tax liability as of December 31, 2024 on such earnings.

ENOVIS CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

The Company records a liability for unrecognized income tax benefits for the amount of benefit included in its previously filed income tax returns and in its financial results expected to be included in income tax returns to be filed for periods through the date of its Consolidated Financial Statements for income tax positions for which it is not more likely than not to be sustained upon examination by the respective taxing authority.

10 unchanged sentences

Acquisitions and divestitures 2,052

Addition for tax positions taken in prior periods 3,659

Addition for tax positions taken in the current period 2,251

Reductions related to settlements with taxing authorities ( 125 )

Reductions resulting from a lapse of applicable statute of limitations ( 14,240 )

1 unchanged sentence

Balance, December 31, 2023 32,126

Acquisitions and divestitures 2,052

Addition for tax positions taken in prior periods 1,086

Addition for tax positions taken in the current period 6,779

Reductions related to settlements with taxing authorities ( 125 )

Reductions resulting from a lapse of applicable statute of limitations ( 7,876 )

2 unchanged sentences

The Company is routinely examined by tax authorities around the world.

Tax examinations remain in process in multiple countries, including but not limited to Germany, China, the United States and various U.S.

Tax examinations remain in process in multiple countries, including but not limited to Germany, Spain, France, the United States and various U.S.

The Company files numerous group and separate tax returns in U.S.

5 unchanged sentences

Due to the difficulty in predicting with reasonable certainty when tax audits will be fully resolved and closed, the range of reasonably possible significant increases or decreases in the liability for unrecognized tax benefits that may occur within the next 12 months is difficult to ascertain.

Currently, the Company estimates that it is reasonably possible that the expiration of various statutes of limitations, resolution of tax audits and court decisions may reduce its tax expense in the next 12 months up to $ 1.2 million.

The Company does not think there will be any material reduction to tax expense in the next 12 months related to the release of uncertain tax positions.

The gross amount of the unrecognized tax benefits that, if recognized, would affect the Company’s effective tax rate was $ 17.2 million as of December 31, 2024.

12 unchanged sentences

— 320,375 320,375

Goodwill impairment ( 315,000 ) ( 330,000 ) ( 645,000 )

Impact of foreign currency translation ( 18,633 ) ( 24,926 ) ( 43,559 )

1 unchanged sentence

(1) Includes purchase accounting adjustments associated with acquisitions discussed in Note 5 “Acquisitions”.

Based upon the results of the annual impairment test, the Company determined the carrying value of each of the Reconstructive and Prevention & Recovery reporting units exceeded their fair values as of December 31, 2024.

See Note 2 “Summary of Significant Accounting Policies - Impairment of Goodwill and Indefinite-Lived Intangible Assets ” for further information regarding impairment of Goodwill .

The following table summarizes the Company’s Intangible assets, excluding Goodwill:

74 unchanged sentences

Long-term debt $ 1,309,473 $ 466,164

Debt Redemptions in Connection with the Separation

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

ENOVIS CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

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 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 $ 450.0 million and an April 4, 2023 maturity date (the “Enovis Term Loan”).

Term Loan and Revolving Credit Facility

The Company’s credit agreement, which was amended on October 23, 2023 in conjunction with the financing of the Lima Acquisition as further discussed below, consists of a $ 900 million revolving credit facility (the “Revolver”) with an April 4, 2027 maturity date and a $ 400 million term loan (the “Term Loan Facility”) (collectively, the “Credit Agreement”).

The Revolver contains a $ 50 million swing line loan sub-facility.

subsidiaries of the Company guarantee the obligations under the Credit Facility.

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 Team Loan with borrowing 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 3.75 :1.00 for the fiscal quarter ending June 30, 2023 and thereafter, stepping down to 3.50 :1.00 for the fiscal quarter ending June 30, 2024, and thereafter, 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, require the immediate payment of all amounts outstanding under the Enovis Term Loan and the Enovis Revolver.

As of December 31, 2023, the Company was in compliance with the covenants under the Enovis Credit Agreement.

On October 23, 2023 the Company entered into an amendment to the Enovis Credit Agreement (the “Amendment”).

The Amendment provided for a new term loan commitment in the aggregate amount of $ 400 million (the “Term Loan Facility”).

The Term Loan Facility extended to the Company under the Amendment was funded on January 3, 2024, the date the Lima Acquisition was consummated.

The Term Loan Facility requires quarterly principal repayments at 1.25 % of the initial aggregate principal amount and ultimately matures on April 4, 2027.

Pursuant to the Amendment, effective as of the date of consummation of the Lima Acquisition, (i) all facilities under the Enovis Credit Agreement (including the Term Loan Facility) became secured by certain personal property of the Company and certain of its subsidiaries, subject to limitations and exclusions;

(ii) the financial covenant under the Enovis Credit Agreement was be adjusted from total leverage ratio to senior secured leverage ratio and requires the senior secured leverage ratio to be no more than 3.75 :1.00 with a step down to 3.50 :1.00 commencing with the fiscal quarter ending June 30, 2024;

(iii) certain changes to the negative covenants became effective (including restrictions on repayments of junior financing and amendments to junior financing documents);

and (iv) certain additional changes were implemented (including the removal of the guaranty fallaway provision).

As of December 31, 2023, the weighted-average interest rate of borrowings under the Enovis Credit Agreement was 6.58 %, excluding accretion of original issue discount and deferred financing fees, and there was $ 880.0 million available on the Revolver.

Euro Senior Notes

The Company previously had senior unsecured notes with an aggregate principal amount of € 350.0 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 final installment payment of $ 6.5 million was made on January 15, 2022.

subsidiaries of the Company guarantee the obligations under the Credit Agreement.

ENOVIS CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

The Company previously 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.

Financing for Lima Acquisitio n

On October 23, 2023 the Company entered into an amendment to the Enovis Credit Agreement (the “Amendment”).

The Amendment provides for a new term loan commitment in the aggregate amount of $ 400 million.

The Credit Agreement also 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 Credit Agreement contains financial covenants requiring the Company to maintain (i) a maximum senior secured leverage ratio of not more than 3.50 :1.00 for the fiscal quarter ending June 30, 2024 and thereafter, and (ii) a minimum interest coverage ratio of 3.00 :1:00.

Lastly, the Credit Agreement contains various events of default (including failure to comply with the covenants under the Credit Agreement and related agreements), and upon an event of default the lenders may, subject to various customary cure rights, require the immediate payment of all amounts outstanding under the Credit Agreement.

As of December 31, 2024, the Company was in compliance with the covenants under the Credit Agreement.

The Term Loan Facility extended to the Company under the Amendment was funded on January 3, 2024, the date the Lima Acquisition was consummated.

The term loan requires quarterly principal repayments at 1.25 % of the initial aggregate principal amount and ultimately matures on April 4, 2027.

Pursuant to the Amendment, effective as of the date of consummation of the Lima Acquisition, (i) all facilities under the Credit Agreement (including the Term Loan Facility) became secured by certain personal property of the Company and certain of its subsidiaries, subject to limitations and exclusions;

(ii) the financial covenant under the Credit Agreement was adjusted from total leverage ratio to senior secured leverage ratio and requires the senior secured leverage ratio to be no more than 3.75 :1.00 with a step down to 3.50 :1.00 commencing with the fiscal quarter ending June 30, 2024;

The Term Loan Facility requires quarterly principal repayments of $ 5 million and matures on April 4, 2027 (the “Term Loan”).

Effective as of the date of consummation of the Lima Acquisition, (i) all facilities under the Credit Agreement (including the Term Loan) became secured by certain personal property of the Company and certain of its subsidiaries, subject to limitations and exclusions;

(ii) the financial covenant under the Credit Agreement was adjusted to a new senior secured leverage ratio (as disclosed above);

(iii) certain changes to the negative covenants became effective (including restrictions on repayments of junior financing and amendments to junior financing documents):

and (iv) certain additional changes were implemented (including the removal of the guaranty fallaway provision).

On October 24, 2023, the Company issued $ 460 million aggregate principal amount of senior unsecured convertible notes in a private placement pursuant to Rule 144A (the “2028 Notes”).

As of December 31, 2024, the weighted-average interest rate of borrowings under the Credit Agreement was 6.22 %, excluding accretion of original issue discount and deferred financing fees, and there was $ 397.0 million available on the Revolver.

Senior unsecured convertible notes and capped call option

On October 24, 2023, the Company issued $ 460 million aggregate principal amount of senior unsecured convertible notes in a private placement pursuant to Rule 144A (the “2028 Notes”) in conjunction with the financing of the Lima Acquisition.

The 2028 Notes have an interest rate of 3.875 %, payable semiannually in arrears on April 15 and October 15 of each year, beginning April 15, 2024 and will mature on October 15, 2028 unless earlier repurchased, redeemed, or converted.

The effective interest rate on the 2028 Notes is 4.6 %.

For the year ended December 31, 2024, the interest expense on the 2028 Notes was $ 20.7 million, including $ 17.8 million based upon the coupon rate and $ 2.9 million from accretion of the discount.

Holders may convert their 2028 Notes under the following conditions at any time prior to the close of business on the business day immediately preceding April 15, 2028 in multiples of $1,000 principal amount, only under the following circumstances:

7 unchanged sentences

The Company also entered into privately negotiated capped call transactions with certain of the initial purchasers of the 2028 Notes and paid $ 62 million to the counterparties.

The capped call transactions are intended generally to mitigate potential dilution to the Company’s common stock upon conversion of any Notes and/or offset any cash payments the Company is required to make in excess of the principal amount of converted Notes, as the case may be, with such reduction and/or offset subject to a cap.

If, however, the market price per share of common stock exceeds $ 89.72 , the initial cap price of the capped call transactions, there would be dilution effect and/or no offset of any cash payments, in each case, attributable to the amount by

The capped call transactions are intended generally to mitigate potential dilution to the Company’s common stock upon conversion of any Notes and/or offset any cash payments the Company is

ENOVIS CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

which the market price of the common stock exceeds the cap price.

required to make in excess of the principal amount of converted Notes, as the case may be, with such reduction and/or offset subject to a cap.

The capped call payment was classified as equity since it meets the derivative scope exception included in ASC 815 Derivative and Hedging.

Other Indebtedness

In addition to the d ebt agreements discussed above, the Company is party to overdraft facilities with a borrowing capacity of $ 30.0 million .

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 $ 36.5 million were outstanding as of December 31, 2024.

Deferred Financing Fees

The Company has $ 6.6 million in deferred financing fees included in Other assets as of December 31, 2023 ( $ 3.5 million related to the Revolver and $ 3.1 million related to the new term loan).

In the third quarter of 2023, the Company paid $ 8.0 million for a b ridge facility for the Lima acquisition.

Upon the completion of the amendment to the Enovis Credit Agreement and 2028 Notes offering, the bridge facility was terminated and the unamortized balance of the bridge facility deferred financing fees of $ 7.3 million was written-off.

As of December 31, 2023, the Company has $ 13.8 million of original issue discount fees and other issuance costs included as a reduction of Long-term debt related to the 2028 Notes.

The Company has $ 2.4 million in deferred financing fees included in Other assets as of December 31, 2024.

As of December 31, 2024, the Company has $ 13.6 million of original issue discount fees and other issuance costs included as a reduction of Long-term debt related to the 2024 Term Loan and the 2028 Notes.

In the third quarter of 2023, the Company paid $ 8.0 million for a b ridge financing facility for the Lima acquisition.

Upon the completion of the amendment to the Credit Agreement and 2028 Notes offering, the bridge facility was terminated and the unamortized balance of the bridge facility deferred financing fees of $ 7.3 million was written-off.

Contractual Maturities

2 unchanged sentences

(In thousands)

2025 $ 20,027

Total contractual maturities 1,343,104

2 unchanged sentences

Share Repurchase Program

On February 12, 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.

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.

7 unchanged sentences

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Accumulated Other Comprehensive Loss Components

Net Unrecognized Pension And Other Post-Retirement Benefit Cost Foreign Currency Translation Adjustment Unrealized Gain (Loss) On Hedging Activities Total

Accumulated Other Comprehensive Income (Loss) Components

Net Unrecognized Pension Benefit Cost Foreign Currency Translation Adjustment Unrealized Gain (Loss) on Hedging Activities Total

(In thousands)

3 unchanged sentences

Foreign currency translation adjustment 470 ( 37,953 ) — ( 37,483 )

Gain on long-term intra-entity foreign currency transactions — 32,261 — 32,261

Loss on long-term intra-entity foreign currency transactions — ( 21,779 ) — ( 21,779 )

Gain on net investment hedges — — 9,028 9,028

Other comprehensive income (loss) before reclassifications 12,677 ( 59,732 ) 9,028 ( 38,027 )

22,205 ( 114,148 ) 23,017 ( 68,926 )

Amounts reclassified from Accumulated other comprehensive loss (1)

5,019 — — 5,019

Amounts reclassified from Accumulated other comprehensive income (loss) 629 — — 629

Net Other comprehensive income (loss) 13,306 ( 59,732 ) 9,028 ( 37,398 )

Distribution of ESAB Corporation 84,460 469,220 ( 53,699 ) 499,981

Balance at December 31, 2022 12,207 ( 65,637 ) — ( 53,430 )

Other comprehensive income (loss) before reclassifications:

Net actuarial gain 12,207 — — 12,207

Net actuarial loss ( 8,052 ) — — ( 8,052 )

Foreign currency translation adjustment 2,829 63,621 — 66,450

Loss on long-term intra-entity foreign currency transactions — ( 21,779 ) — ( 21,779 )

Gain on net investment hedges — — 9,028 9,028

Loss on hedge activity — — ( 27,943 ) ( 27,943 )

Other comprehensive income (loss) before reclassifications ( 5,223 ) 63,621 ( 27,943 ) 30,455

12,677 ( 59,732 ) 9,028 ( 38,027 )

Amounts reclassified from Accumulated other comprehensive loss (1)

Amounts reclassified from Accumulated other comprehensive income (loss) ( 1,976 ) — 70 ( 1,906 )

Net Other comprehensive income (loss) ( 7,199 ) 63,621 ( 27,873 ) 28,549

Distribution of ESAB Corporation 84,460 469,220 ( 53,699 ) 499,981

Balance at December 31, 2023 $ 5,008 $ ( 2,016 ) $ ( 27,873 ) 0 $ ( 24,881 )

2 unchanged sentences

Foreign currency translation adjustment ( 615 ) ( 111,648 ) — ( 112,263 )

Loss on net investment hedges — — ( 27,943 ) ( 27,943 )

Loss on hedge activity — — 6,198 6,198

Other comprehensive income (loss) before reclassifications 4,670 ( 111,648 ) 6,198 ( 100,780 )

( 5,223 ) 63,621 ( 27,943 ) 30,455

Amounts reclassified from Accumulated other comprehensive loss (1)

( 1,976 ) — 70 ( 1,906 )

Amounts reclassified from Accumulated other comprehensive income (loss) ( 1,266 ) — ( 965 ) ( 2,231 )

Net Other comprehensive income (loss) 3,404 ( 111,648 ) 5,233 ( 103,011 )

Balance at December 31, 2024 8,412 ( 113,664 ) ( 22,640 ) ( 127,892 )

(1) Included in the computation of net periodic benefit cost.

See Note 16, “Defined Benefit Plans” for additional details.

ENOVIS CORPORATION

17 unchanged sentences

Deferred tax benefit 1,421 2,813 1,236

(1) Stock-based compensation expense includes $ 2.1 million and $ 7.7 million of expense included in Income from discontinued operations on the Company’s Consolidated Statements of Operations for the years ended December 31, 2022 and 2021 , respectively.

(1) Stock-based compensation expense includes $ 2.1 million of expense included in Income from discontinued operations on the Company’s Consolidated Statements of Operations for the year ended December 31, 2022.

As of December 31, 2024, the Company had $ 29.4 million of unrecognized compensation expense related to stock-based awards that will be recognized over a weighted-average period of 1.2 years.

15 unchanged sentences

Weighted-average fair value of options granted $ — $ 26.36 $ 27.48

$ 26.36 $ 27.48 $ 27.64

(1) The weighted-average fair value of options granted in 2021 was adjusted by a factor of 1.7 due to the Separation and reverse stock split.

(1) There were no options granted in 2024.

As a result of the Separation, beginning in April 2022, expected volatility is based on the weighted average historical stock price volatility of a group of peer companies for the expected term of the option.

5 unchanged sentences

Stock option activity is as follows:

of Options (1)

of Options Weighted-

Price Weighted-

2 unchanged sentences

Outstanding at January 1, 2022 2,153,106 $ 49.70

2,705,070 $ 50.61

Granted 154,552 70.23

1 unchanged sentence

Forfeited and expired ( 407,069 ) 72.53

Adjustment due to ESAB Separation (2)

( 425,651 ) 57.64

Outstanding at December 31, 2022 1,347,677 59.96

2 unchanged sentences

Forfeited and expired ( 40,727 ) 67.85

Adjustment due to ESAB Separation (3)

( 425,651 ) 57.64

Outstanding at December 31, 2023 1,496,143 59.71

Granted 222,707 57.49

Exercised ( 11,263 ) 48.75

3 unchanged sentences

Exercisable at December 31, 2024 1,180,238 58.47 2.11 113

(1) The outstanding options as of December 31, 2021 was adjusted by a factor of 1.7 due to the Separation and reverse stock split.

(1) The aggregate intrinsic value is based upon the difference between the Company’s closing stock price at the date of the Consolidated Balance Sheet and the exercise price of the stock option for in-the-money stock options.

27 unchanged sentences

Forfeited and expired ( 35,516 ) 46.07 ( 70,914 ) 69.22

Adjustment due to ESAB Separation (1)

( 32,373 ) 46.07 ( 131,291 ) 71.52

Nonvested at December 31, 2022 260,797 77.34 503,279 71.33

2 unchanged sentences

Forfeited and expired — — ( 44,857 ) 63.43

Adjustment due to ESAB Separation (2)

( 32,373 ) 46.07 ( 131,291 ) 71.52

Nonvested at December 31, 2023 217,201 69.97 507,981 63.59

3 unchanged sentences

Nonvested at December 31, 2024 248,667 78.88 644,255 60.00

(1) The outstanding awards as of December 31, 2021 has been adjusted by a factor of 1.7 due to the Separation and reverse stock split.

(1) Reflects the cancellation of unvested awards held by ESAB employees as of April 4, 2022, which were replaced with ESAB awards issued by ESAB as part of the Separation.

6 unchanged sentences

Accrued compensation and related benefits $ 85,989 $ 70,979

Contingent consideration - current portion 49,719 5,972

Accrued third-party commissions 34,602 28,539

Lease liability - current portion 22,340 21,568

Accrued rebates 14,464 13,715

Accrued taxes 21,341 14,384

Accrued professional fees 13,037 15,670

Contingent consideration - current portion 6,944 8,812

Accrued rebates 19,964 14,464

Accrued royalties 6,296 6,944

Accrued freight 3,909 3,955

Accrued interest 3,765 2,921

Warranty liability 2,959 2,804

Customer advances and billings in excess of costs incurred 6,229 2,953

Accrued interest 5,841 3,765

Accrued freight 5,314 3,909

Accrued professional fees 5,003 13,037

Derivative liability - current portion 3,648 278

Accrued restructuring liability 2,938 2,276

Warranty liability 2,818 2,959

Other 57,831 45,105

4 unchanged sentences

Year Ended December 31, 2024

Balance at Beginning of Period Provisions Payments Balance at End of Period

Balance at Beginning of Period Provisions Payments Foreign Currency Translation Balance at End of Period

(In thousands)

9 unchanged sentences

(2) Includes the cost of relocating associates, relocating equipment, lease termination expense, and other costs in connection with the closure and optimization of facilities and product lines.

(3) Charges includes $ 2.6 million of expense classified as Cost of sales on the Company’s Consolidated Statements of Operations.

$ 13.5 million and $ 6.4 million of the Company’s total provisions are related to the Prevention & Recovery and Reconstructive segments, respectively.

(3) Non-cash charges includes $ 17.9 million of expense classified as Cost of sales on the Company’s Consolidated Statements of Operations related to the discontinuation of certain product lines in the P&R and Recon segments and a $ 5.4 million asset impairment recorded in the first quarter of 2024 associated with a divestiture of a minor product line in P&R.

(4) Of the Company’s total provisions, $ 20.9 million and $ 24.3 million are related to the Prevention & Recovery and Reconstructive segments, respectively.

ENOVIS CORPORATION

13 unchanged sentences

(2) Includes the cost of relocating associates, relocating equipment and lease termination expense in connection with the closure and optimization of facilities and product lines.

(3) Charges include $ 1.7 million classified as Cost of sales on the Company’s Consolidated Statements of Operations.

$ 9.6 million and $ 9.4 million of the Company’s total provisions are related to the Prevention & Recovery and Reconstructive segments, respectively.

(3) Includes $ 2.6 million non-cash charges classified as Cost of sales on the Company’s Consolidated Statements of Operations.

Of the Company’s total provisions, $ 13.5 million and $ 6.4 million are related to the Prevention & Recovery and Reconstructive segments, respectively.

ENOVIS CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Defined Benefit Plans

2 unchanged sentences

The Company uses December 31 st as the measurement date for all of its employee benefit plans.

As part of the Separation, all plans sponsored by ESAB and certain U.S.

defined benefit and other post-retirement plans, formerly sponsored by the Company, were transferred to ESAB as of March 21, 2022.

The impact of transferring the plans to ESAB is shown as Divestitures in the tables below.

The following tables include all defined benefit plans historically sponsored by the Company prior to the transfer to ESAB.

See Note 4, “Discontinued Operations” for further information.

The following table summarizes the total changes in the Company’s pension benefits and plan assets and includes a statement of the plans’ funded status.

The amounts presented as of January 1, 2022 and the changes in benefit obligation and plan assets in 2022 include three months of activity of the ESAB plans prior to the Separation.

ENOVIS CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Total Pension Benefits Foreign Pension Benefits

Year Ended December 31, Year Ended December 31,

2023 2022 2022

Pension Benefits

Year Ended December 31,

(In thousands)

1 unchanged sentence

Projected benefit obligation, beginning of year $ 122,343 $ 95,075

Acquisitions 917 —

Service cost 4,718 3,709

4 unchanged sentences

Transfers in (benefits paid), net (2)

6,407 ( 5,724 ) ( 1,854 )

Divestitures (3)

— ( 337,045 ) ( 137,663 )

Settlements (3)

( 14,455 ) ( 8,655 )

Other 2,520 1,274

7 unchanged sentences

Transfers in (benefits paid), net (2)

6,407 ( 5,724 ) ( 1,854 )

Divestitures (3)

— ( 282,534 ) ( 82,743 )

Settlements (3)

( 14,455 ) ( 8,655 )

Other 2,776 2,723

7 unchanged sentences

Total $ ( 20,484 ) $ ( 27,671 )

(1) The actuarial loss for 2023 is primarily due to the decrease in discount rate in the Swiss market and the gain for 2022 is primarily due to the increases in discount rates in most markets.

(2) Transfers in (benefits paid), net are positive for 2023 due to transfers in for new members.

(3) Divestitures are related to the Separation.

(1) The actuarial loss for 2023 is primarily due to the decrease in discount rate in the Swiss market.

(2) Transfers in (benefits paid), net are positive for 2024 and 2023 are due to transfers in for new members.

(3) Settlements were triggered in 2024 and 2023 in our Swiss statutory plans due to large lump sum payments from individuals leaving the plan resulting the recognition of deferred unamortized gains.

As of December 31, 2024 and 2023 , all Enovis plans had projected benefit obligations in excess of the fair value of plan assets.

The projected benefit obligation increased by $ 27.3 million in the year ended December 31, 2023 compared to a decrease of $ 360.0 million in the December 31, 2022.

The projected benefit obligation decreased by $ 11.6 million in the year ended December 31, 2024 compared to an increase of $ 27.3 million in the December 31, 2023.

In the year ended December 31, 2024, the decrease was mainly driven by two key factors:

settlements of $ 14.5 million and the exchange rate effect of $ 9.2 million as a result of the U.S.

currency strengthening relative to other currencies.

In the year ended December 31, 2023, the increase was mainly driven by two key factors:

1 unchanged sentence

currency weakening relative to other currencies.

In the year ended December 31, 2022, the single largest driver was a decrease of $ 337.0 million due to the divestiture of ESAB.

In addition, there was an actuarial gain of $ 21.6 million.

Expected contributions to the Company’s pension plans for the year ending December 31, 2024 are $ 3.5 million.

The following benefit payments are expected to be paid during each respective fiscal year:

ENOVIS CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Expected contributions to the Company’s pension plans for the year ending December 31, 2025 are $ 3.4 million.

The following benefit payments are expected to be paid during each respective fiscal year:

(In thousands)

2025 $ 4,709,321

2026 6,036,871

2027 4,935,172

2028 5,065,581

2029 5,448,008

2030 - 2033 28,691,933

The Company’s primary investment objective for its pension plan assets is to provide a source of retirement income for the plans’ participants and beneficiaries.

28 unchanged sentences

$ — $ 61,873 $ 32,799 $ — $ 94,672

(1) Represents diversified portfolio funds, reinsurance contracts and money market funds.

ENOVIS CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

(1) Represents diversified portfolio funds, reinsurance contracts and money market funds.

The following table sets forth the components of Net periodic benefit cost (income) and Other comprehensive (gain) loss of the Company’s defined benefit pension plans and other post-retirement employee benefit plans:

19 unchanged sentences

Total recognized in Other comprehensive (gain) loss $ ( 4,179 ) $ 10,367 $ ( 15,694 )

Net periodic benefit cost (income) of $ 0.3 million and $( 9.9 ) million for the years ended December 31, 2022 and 2021, respectively are included in Income from discontinued operations.

The following table sets forth the components of Net periodic benefit cost (income) and Other comprehensive (gain) loss of the foreign defined benefit pension plans for the years ended December 31, 2022 and 2021 included in the table above:

Foreign Pension Benefits

Year Ended December 31,

(In thousands)

Components of Net Periodic Benefit (Income) Cost:

Service cost $ 4,703 $ 3,719

Interest cost 897 1,741

Amortization 273 1,223

Settlement gain — ( 11,157 )

Other ( 20 ) 2

Expected return on plan assets ( 2,425 ) ( 3,015 )

Net periodic benefit cost (income) $ 3,428 $ ( 7,487 )

Change in Plan Assets and Benefit Obligations Recognized in Other Comprehensive (Gain) Loss:

Current year net actuarial (gain) loss $ ( 14,728 ) $ ( 7,577 )

Current year prior service cost 221 —

Less amounts included in net periodic benefit (income) cost:

Amortization of net (gain) loss ( 221 ) ( 1,169 )

Settlement/divestiture/other gain — ( 51 )

Amortization of prior service cost ( 52 ) ( 65 )

Total recognized in Other comprehensive (gain) loss $ ( 14,780 ) $ ( 8,862 )

ENOVIS CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

The components of net unrecognized pension benefit cost included in Accumulated other comprehensive income (loss) in the Consolidated Balance Sheets that have not been recognized as a component of Net periodic benefit (income) cost are as follows:

7 unchanged sentences

The key economic assumptions used in the computation of Net periodic benefit (income) cost are as follows:

ENOVIS CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Year Ended December 31,

2 unchanged sentences

All plans 1.4 % 2.1 % 1.7 %

Foreign plans 1.2 % 1.4 %

Weighted-average expected return on plan assets:

All plans 3.1 % 3.5 % 4.3 %

Foreign plans 2.8 % 3.6 %

Weighted-average rate of increase in compensation levels for active plans 1.5 % 1.5 % 1.7 %

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The Company’s expense in continuing operations for the years ended December 31, 2024, 2023 and 2022 was $ 8.6 million, $ 8.1 million and $ 6.6 million, respectively.

Prior to the Separation, the Company sponsored other post-retirement benefit plans with unfunded liabilities of $ 11.9 million at the time of the Separation with annual costs of approximately $ 0.1 million.

See prior filings for expanded disclosures related to these plans transferred to ESAB as part of the Separation.

ENOVIS CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Financial Instruments and Fair Value Measurements

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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 of $ 573.2 million and $ 259.3 million as of December 31, 2023 and 2022, respectively, 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.

The carrying value of the Company’s term loan and revolving credit facility debt, which bears a variable interest rate indexed to the Secured Overnight Financing Rate (SOFR), approximates fair value as it reprices when market interest rates change.

Based on current interest rates for similar types of borrowings, the estimated fair value of the Company’s total debt, including the Senior unsecured convertible notes, the 2024 Term Loan, and the Revolver, was $ 1.4 billion and $ 0.6 billion as of December 31, 2024 and December 31, 2023, respectively.

The estimated fair value, a Level Two valuation in the fair value hierarchy, 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.

As of December 31, 2024, the Company held $ 17.3 million in Level Three liabilities arising from contingent consideration related to acquisitions.

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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 year ended December 31, 2024, the Company recorded a net $ 8.7 million reduction in contingent consideration primarily due to $ 7.7 million in settlement of revenue-based contingent consideration arrangements.

ENOVIS CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

The gross range of outcomes for contingent consideration arrangements that have a fixed limit is zero to $ 9.0 million.

There is one contingent consideration arrangement as of December 31, 2024 that has no limit and is based on a percentage of sales in excess of a benchmark over a five-year period.

Additionally, in conjunction with the Lima Acquisition, the Company agreed to a contingent issuance of 1,942,686 Contingent Acquisition Shares, as determined based upon a € 100 million value divided by the thirty-day volume weighted average price of Enovis common stock as of the close of business on September 21, 2023.

The Contingent Acquisition Shares were issuable in two equal tranches within six and twelve months of the acquisition date upon the non-occurrence of certain future events, in each case subject to certain adjustments and conditions as provided for in the purchase agreement.

The initial fair value of the Contingent Acquisition Shares at closing was $ 107.9 million based on the Enovis share price at the close of business on January 3, 2024.

The Contingent Acquisition Shares liability, recorded in Accrued liabilities, is adjusted to fair value each reporting period with the adjustments reflected in Other income, net in the Consolidated Statement of Operations.

The fair value adjustments resulted in a gain of $ 20.1 million for the year ended December 31, 2024.

The fair value of the Contingent Acquisition Shares liability is Level One in the fair value hierarchy as it is determined using quoted market prices.

The first tranche of 971,343 Contingent Acquisition Shares was issued to the seller on July 16, 2024 and the second tranche of Contingent Acquisition Shares was issued on January 15, 2025.

There were no other transfers in or out of Level One, Two or Three during the year ended December 31, 2024.

Total Contingent Consideration Rollforward

Beginning Balance Additions Charges Interest Payments Foreign Exchange Ending Balance

Beginning Balance Additions, net Charges / (Gain) Interest Payments Foreign Exchange Ending Balance

(In thousands)

Contingent Consideration $ 27,809 $ 1,818 $ ( 832 ) $ — $ ( 2,736 ) $ ( 33 ) $ 26,026

Contingent Consideration - Level One $ — $ 107,877 $ ( 19,679 ) $ — $ ( 45,576 ) $ — $ 42,622

Contingent Consideration - Level Three 26,026 ( 499 ) — 33 ( 7,691 ) ( 554 ) 17,315

Total Contingent Consideration $ 26,026 $ 107,378 $ ( 19,679 ) $ 33 $ ( 53,267 ) $ ( 554 ) $ 59,937

Deferred Compensation Plans

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These plans are deemed to be Level Two within fair value hierarchy.

The Company periodically enters into foreign currency derivative contracts.

As the Company has manufacturing sites internationally in Europe, Africa, and Asia and sells its products globally, the Company is exposed to movements in the exchange rates of various currencies.

As a result, the Company enters into foreign currency swaps and forward contracts to mitigate this exchange rate risk.

As the Company’s borrowings under the Credit Facility include variable interest rates, the Company may periodically enter into interest rate swap or collar agreements to mitigate interest rate risk.

ENOVIS CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

derivative contracts can be used to manage costs of raw materials used in the Company’s production processes.

There were no changes during the periods presented in the Company’s valuation techniques used to measure asset and liability fair values on a recurring basis.

Cash Flow Hedges

Forward Currency Contracts

The Company’s objective in using forward currency contracts is to add stability to the Company’s earnings and to protect the U.S.

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The contracts are recorded at fair value and deemed to be Level Two in the fair value hierarchy.

At December 31, 2023, the Company’s forward currency contracts have a Mexican Peso notional amount of approximately $ 840.0 million, equivalent to a U.S.

At December 31, 2024, the Company’s forward currency contracts have a Mexican Peso notional amount of approximately $ 1.0 billion and a U.S.

Dollar aggregate notional amount of $ 50.7 million.

During the year ended December 31, 2023, the Company recognized a realized gain of $ 0.2 million on its Consolidated Statements of Operations related to its forward currency contracts designated as cash flow hedges.

There was nothing recognized in 2022 as the Mexican Peso forward currency program was established in the second quarter of 2023.

During the year ended December 31, 2024, the Company recognized a realized loss of $ 0.6 million on its Consolidated Statements of Operations related to its forward currency contracts designated as cash flow hedges.

At December 31, 2023, the Company’s forward currency contracts have a Mexican Peso notional amount of approximately $ 840.0 million and a U.S.

Dollar aggregate notional amount of $ 47.9 million.

During the year ended December 31, 2023, the Company recognized a realized gain of $ 0.2 million on its Consolidated

ENOVIS CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Statements of Operations related to its forward currency contracts designated as cash flow hedges.

There were no forward currency contracts designated as cash flow hedges for the year ended December 31, 2022.

Net Investment Hedges

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These swap agreements are designated and qualify as net investment hedges.

These contracts have a Swiss Franc notional amount of approximately ₣ 403 million and a U.S.

Dollar aggregate notional amount of $ 450 million at December 31, 2023.

These contracts had a Swiss Franc notional amount of approximately ₣ 403 million and a U.S.

Dollar aggregate notional amount of $ 450 million.

In April 2024, the ₣ 403 million cross-currency swap agreements designated as net investment hedges were de-designated and settled for $ 4.6 million which is reflected as a cash outflow within investing activities in the Consolidated Statements of Cash Flows.

The $ 0.7 million gain on settlement is reported in the Consolidated Balance Sheet as part of Accumulated other comprehensive income (loss) and in the Company’s Consolidated Statements of Comprehensive Income (Loss) as part of the foreign currency translation adjustment.

On April 8, 2024, April 12, 2024, and July 2, 2024, the Company entered into additional cross-currency swap agreements to hedge its net investment in its Swiss Franc-denominated subsidiaries against adverse movements in exchange rates between the U.S.

Dollar and the Swiss Franc.

These swap agreements are designated and qualify as net investment hedges.

These contracts have a Swiss Franc notional amount of approximately ₣ 1.2 billion and a U.S.

Dollar aggregate notional amount of $ 1.4 billion as of December 31, 2024.

Cross-currency swaps involve the receipt of functional-currency fixed-rate amounts from a counterparty in exchange for the Company making foreign-currency fixed-rate payments over the life of the agreement.

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Amounts are reclassified out of Accumulated other comprehensive loss into earnings when the hedged net investment is either sold or substantially liquidated.

During the three months and year ended December 31, 2023, the Company received interest income on its cross-currency swap derivatives of $ 2.6 million and $ 7.3 million, respectively, which is included within Interest expense, net in the Consolidated Statements of Operations.

During the years ended December 31, 2024 and 2023, the Company received interest income on its cross-currency swap derivatives of $32.5 million and $7.3 million, respectively, which is included within Interest expense, net in the Consolidated Statements of Operations.

There were no Cross-currency swaps designated as net investment hedges for the year ended December 31, 2022.

The following table presents the effect of the Company’s designated hedging instruments on Accumulated other comprehensive income (loss) for the year ended December 31, 2024 and 2023:

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Non-Designated Hedging Instruments

The Company also used non-designated forward currency contracts for the purpose of managing its exposure to currency exchange rate risk related to the Euro-denominated purchase price of Novastep and Lima, which closed in June 2023 and January 2024, respectively.

During the second quarter of 2023, the Company recognized a realized loss of $ 1.5 million on its Consolidated Statements of Operations related to the settlement of the Novastep non-designated forward currency contract.

The loss is recorded in Other income, net on the Consolidated Statements of Operations.

During the fourth quarter of 2023, the Company recorded an unrealized gain of $ 24.3 million on its Consolidated Statements of Operations related to the outstanding

The Company also used non-designated forward currency contracts for the purpose of managing its exposure to currency exchange rate risk related to the Euro-denominated purchase price of the Lima Acquisition which closed on January 3, 2024.

In the first quarter of 2024, the Company recorded a loss of $ 11.1 million on its Consolidated Statements of Operations related to the exchange rate movements over the first three days of 2024.

In the fourth quarter of 2023, the Company recorded a gain of $ 24.3 million on its Consolidated Statements of Operations.

The gain or loss is recorded in Other income, net on the Consolidated Statements of Operations.

From inception of the forward contracts on October 4, 2023 through settlement at the closing of the Lima Acquisition on January 3, 2024, the foreign currency forward contracts resulted in an overall realized gain of $ 13.2 million.

ENOVIS CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Lima non-designated forward currency contracts.

The gain is recorded in Other income, net on the Consolidated Statements of Operations.

The Lima forward remained outstanding as of December 31, 2023 and was subsequently settled on January 3, 2024 upon the closing of the Lima acquisition for a realized gain of $ 13.2 million, which will reflect a loss of $ 11.1 million in the first quarter of 2024.

The following table presents the fair value of the Company’s derivative financial instruments as well as their classification on the Consolidated Balance Sheets as of December 31, 2024 and 2023:

5 unchanged sentences

Cross-currency swaps Other current assets 35,376 10,061

35,376 10,493

Non-Designated Hedging Instruments

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Forward currency contracts Accrued liabilities $ 2,631 $ 278

Cross-currency swaps Accrued liabilities 1,017 —

Cross-currency swaps Other long-term liabilities 55,463 46,953

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Letters of credit are occasionally required when the Company deems necessary.

There are no customers that represent more than 10% of the Company’s Accounts receivable, net as of December 31, 2023 and 2022.

There are no customers that represent more than 10% of the Company’s Trade receivables, net as of December 31, 2024 and 2023.

ENOVIS CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Commitments and Contingencies

7 unchanged sentences

Off-Balance Sheet Arrangements

As of December 31, 2023, the Company had $ 145.9 million of unconditional purchase obligations with suppliers, the majority of which is expected to be paid by December 31, 2023.

ENOVIS CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

As of December 31, 2024, the Company had $ 130.6 million of unconditional purchase obligations with suppliers, all of which is expected to be paid by December 31, 2025.

Segment Information

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• Reconstructive - 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.

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 from Net loss from continuing operations the effect of restructuring and certain other charges, MDR and related costs, acquisition-related intangible asset amortization and other non-cash charges, strategic transaction costs, stock-based compensation, insurance settlement gain, and inventory step-up charges from the operating income of the Company’s operating segments.

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.

Net sale represents revenue from external customers.

There are no revenues from transactions between our segments reported in our segment measures of profitability.

There are certain costs incurred centrally which are allocated to the segments generally using the proportionate share of net sales.

Adjusted EBITDA excludes from Net income (loss) from continuing operations the effect of Income tax expense (benefit);

Other income, net;

non-operating (gain) loss on investments;

debt extinguishment charges;

interest expense, net;

restructuring and other charges;

MDR and other costs;

strategic transaction costs;

stock-based compensation;

depreciation and other amortization;

acquisition-related intangible asset amortization;

insurance settlement (gain) loss;

goodwill impairment charges;

and fair value charges on acquired inventory.

The chief operating decision maker is a group, which includes both the Company’s Chief Executive Officer and Chief Financial Officer.

The chief operating decision maker uses Adjusted EBITDA because this measure assists our management in comparing operating performance over time because certain items may obscure underlying business trends and make comparisons of long-term performance difficult, as they are of a nature and/or size that occur with inconsistent frequency or relate to discrete restructuring plans and other initiatives that are fundamentally different from our ongoing productivity improvements.

ENOVIS CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

The Company’s segment results were as follows:

3 unchanged sentences

Prevention & Recovery:

Reconstructive 630,421 535,473 400,159

Total Net sales $ 1,707,197 $ 1,563,101 $ 1,426,188

Segment Adjusted EBITDA (1) :

Prevention & Recovery $ 152,501 $ 141,344 $ 133,500

Net sales $ 1,097,957 $ 1,076,776 $ 1,027,628

Segment cost of sales 523,586 516,616 507,821

Segment research and development 35,745 35,075 33,465

Segment operating expense 399,620 394,772 369,388

Total segment expenses 958,951 946,463 910,674

Depreciation 20,590 22,188 24,390

Adjusted EBITDA (non-GAAP) $ 159,596 $ 152,501 $ 141,344

Reconstructive:

Total Adjusted EBITDA (1)

Net sales $ 1,009,666 $ 630,421 $ 535,473

Segment cost of sales 333,624 197,039 171,628

Segment research and development 55,553 40,256 27,362

Segment operating expense 500,274 337,804 294,047

Total segment expenses 889,451 575,099 493,037

Depreciation 96,708 61,404 52,290

Adjusted EBITDA (non-GAAP) $ 216,923 $ 116,726 $ 94,726

Net sales $ 2,107,623 $ 1,707,197 $ 1,563,101

Adjusted EBITDA (non-GAAP) $ 376,519 $ 269,227 $ 236,070

Segment operating expense includes sales, commissions, marketing, customer service, and general and administrative overhead costs.

These categories include:

employee costs such as salary, wages, and benefits, bonuses and incentives;

information technology and communication costs;

office and site costs such as rent and utilities, insurance, office supplies, equipment and depreciation;

and legal, accounting, and compliance costs.

Year Ended December 31,

2024 2023 2022

(In thousands)

Depreciation, amortization and impairment

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

(1) The following is a reconciliation of Income from continuing operations before income taxes to Adjusted EBITDA:

(1) The following is a reconciliation of Loss from continuing operations before income taxes to Adjusted EBITDA:

Year Ended December 31,

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Amortization of acquired intangibles 165,533 133,517 126,301

Goodwill impairment charge 645,000 — —

Insurance settlement gain (3)

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United States $ 191,118 $ 179,146

Italy 74,376 819

Switzerland 42,976 45,995

Germany 30,288 20,147

Mexico 8,006 6,605

France 8,451 5,529

Mexico 7,046 8,006

Other foreign locations 50,245 11,156

1 unchanged sentence

(1) As the Company does not allocate all long-lived assets (specifically intangible assets) to each individual country, evaluation of long-lived assets in total is impracticable.

Subsequent Events

Lima Acquisition

On January 3, 2023, the Company completed a business combination in its Reconstructive segment of LimaCorporate S.p.A.

(“Lima”), a privately held global orthopedic company focused on restoring motion through digital innovation and customized hardware.

“Acquisitions and Investments” and Note 13.

“Debt” in the Notes to the Consolidated Financial Statements included in this Form 10-K for additional information regarding the acquisition and the financing of the acquisition.

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 8. Financial Statements and Supplementary Data