Enovis CORP 10-K

Item 8. Financial Statements and Supplementary Data INDEX TO THE CONSOLIDATED FINANCIAL STATEMENTS Page Report of Independent Registered Public Accounting Firm – Internal Control Over Financial Reporting (Ernst & Young LLP, Philadelphia, PA, Auditor Firm ID: 42) 60 Report of Independent Registered Public Accounting Firm – Consolidated Financial Statements ( Ernst & Young LLP , Philadelphia, PA, Auditor Firm ID: 42 ) 62 Consolidated Statements of Operations 65 Consolidated Statements of Comprehensive Income (Loss) 66 Consolidated Balance Sheets 67 Consolidated Statements of Equity 68 Consolidated Statements of Cash Flows 69 Notes to Consolidated Financial Statements 70 Note 1. Organization and Nature of Operations 70 Note 2. Summary of Significant Accounting Policies 71 Note 3. Recently Issued Accounting Pronouncements 76 Note 4. Discontinued Operations 77 Note 5. Acquisitions 80 Note 6. Revenue 83 Note 7. Net Income Per Share from Continuing Operations 84 Note 8. Income Taxes 85 Note 9. Goodwill and Intangible Assets 88 Note 10. Property, Plant and Equipment, Net 89 Note 11. Inventories, Net 89 Note 12. Leases 90 Note 13. Debt 90 Note 14. Equity 92 Note 15. Accrued Liabilities 97 Note 16. Defined Benefit Plans 98 Note 17. Financial Instruments and Fair Value Measurements 102 Note 18. Commitments and Contingencies 105 Note 19. Segment Information 106 59 Report of Independent Registered Public Accounting Firm To the Shareholders and the Board of Directors of Enovis Corporation Opinion on Internal Control Over Financial Reporting 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. Basis for Opinion The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management’s Annual Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion. Definition and Limitations of Internal Control Over Financial Reporting A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (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 60 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. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. /s/ Ernst & Young LLP Philadelphia, Pennsylvania February 26, 2025 61 Report of Independent Registered Public Accounting Firm To the Shareholders and the Board of Directors of Enovis Corporation Opinion on the 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. generally accepted accounting principles. We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company'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), and our report dated February 26, 2025 expressed an unqualified opinion thereon. Basis for Opinion These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion. 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. Goodwill 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. 62 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 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. To test the estimated fair value of the Prevention & Recovery and Reconstructive reporting units, we performed audit procedures that included, among others, assessing methodologies and testing the significant assumptions used in the Company’s analyses, as well as testing the completeness and accuracy of the underlying data. For example, we compared the significant assumptions to current third-party industry data, and to the historical results of the two reporting units. We performed sensitivity analyses of significant assumptions to evaluate the changes in the fair value of the two reporting units that would result from changes in key assumptions. We also involved internal valuation specialists to assist in our evaluation of the methodologies and significant assumptions used by the Company. 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. 63 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 We have served as the Company’s auditor since 2002. Philadelphia, Pennsylvania February 26, 2025 64 ENOVIS CORPORATION CONSOLIDATED STATEMENTS OF OPERATIONS Dollars in thousands, except per share amounts Year Ended December 31, 2024 2023 2022 Net sales $ 2,107,623 $ 1,707,197 $ 1,563,101 Cost of sales 926,867 716,418 693,718 Gross profit 1,180,756 990,779 869,383 Selling, general and administrative expense 1,027,354 830,305 772,913 Research and development expense 91,298 75,331 60,827 Amortization of acquired intangibles 165,533 133,517 126,301 Insurance settlement gain — — ( 36,705 ) Restructuring and other charges 27,290 17,335 17,225 Goodwill impairment charge 645,000 — — Operating loss ( 775,719 ) ( 65,709 ) ( 71,178 ) Interest expense, net 57,100 19,749 24,052 Debt extinguishment charges — 7,333 20,396 Gain on investment in ESAB Corporation — — ( 102,669 ) Gain on cost basis investment — — ( 8,800 ) Other income, net ( 9,895 ) ( 25,663 ) ( 2,088 ) Loss from continuing operations before income taxes ( 822,924 ) ( 67,128 ) ( 2,069 ) Income tax expense (benefit) 4,492 ( 13,289 ) 36,120 Net loss from continuing operations ( 827,416 ) ( 53,839 ) ( 38,189 ) Income from discontinued operations, net of taxes 2,601 21,108 26,430 Net loss ( 824,815 ) ( 32,731 ) ( 11,759 ) Less: net income attributable to noncontrolling interest from continuing operations - net of taxes 679 530 567 Less: net income attributable to noncontrolling interest from discontinued operations - net of taxes — — 966 Net loss attributable to Enovis Corporation $ ( 825,494 ) $ ( 33,261 ) $ ( 13,292 ) Net income (loss) per share - basic and diluted Continuing operations $ ( 14.98 ) $ ( 1.00 ) $ ( 0.72 ) Discontinued operations $ 0.05 $ 0.39 $ 0.47 Consolidated operations $ ( 14.93 ) $ ( 0.61 ) $ ( 0.25 ) See Notes to Consolidated Financial Statements. 65 ENOVIS CORPORATION CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) Dollars in thousands Year Ended December 31, 2024 2023 2022 Net loss $ ( 824,815 ) $ ( 32,731 ) $ ( 11,759 ) Other comprehensive income (loss): Foreign currency translation, net of tax expense (benefit) of $ — , $ — , and $ 338 ( 112,434 ) 66,513 ( 61,378 ) Unrealized gain (loss) on hedging activities, net of tax expense (benefit) of $ 1,869 , $( 8,795 ) and $ 2,711 6,198 ( 27,943 ) 9,028 Changes in unrecognized pension and other post-retirement benefit (cost), net of tax expense (benefit) of $( 624 ), $( 1,343 ) and $ 2,333 5,285 ( 8,052 ) 12,207 Amounts reclassified from Accumulated other comprehensive loss: Amortization of pension and other post-retirement net actuarial gain (loss), net of tax expense (benefit) of $ 224 , $( 356 ) and $ 199 ( 1,266 ) ( 1,976 ) 629 Reclassification of hedging gain (loss), net of tax expense (benefit) of $( 308 ), $ 22 , and $ — ( 965 ) 70 — Other comprehensive income (loss) ( 103,182 ) 28,612 ( 39,514 ) Comprehensive loss ( 927,997 ) ( 4,119 ) ( 51,273 ) Less: comprehensive income (loss) attributable to noncontrolling interest ( 71 ) 593 ( 583 ) Comprehensive loss attributable to Enovis Corporation $ ( 927,926 ) $ ( 4,712 ) $ ( 50,690 ) See Notes to Consolidated Financial Statements. 66 ENOVIS CORPORATION CONSOLIDATED BALANCE SHEETS Dollars in thousands, except share amounts December 31, 2024 2023 ASSETS CURRENT ASSETS: Cash and cash equivalents $ 48,167 $ 36,191 Trade receivables, less allowance for credit losses of $ 24,466 and $ 9,731 407,031 291,483 Inventories, net 547,120 468,832 Prepaid expenses 36,246 28,901 Other current assets 107,882 71,112 Total current assets 1,146,446 896,519 Property, plant and equipment, net 404,500 270,798 Goodwill 1,692,709 2,060,893 Intangible assets, net 1,317,429 1,127,363 Lease asset - right of use 68,915 63,506 Other assets 88,778 90,255 Total assets $ 4,718,777 $ 4,509,334 LIABILITIES AND EQUITY CURRENT LIABILITIES: Current portion of long-term debt $ 20,027 $ — Accounts payable 179,098 132,475 Accrued liabilities 329,873 237,132 Total current liabilities 528,998 369,607 Long-term debt, less current portion 1,309,473 466,164 Non-current lease liability 52,461 48,684 Other liabilities 263,516 204,178 Total liabilities 2,154,448 1,088,633 Equity: Common stock, $ 0.001 par value; 133,333,333 shares authorized; 55,876,517 and 54,597,142 issued and outstanding as of December 31, 2024 and December 31, 2023, respectively 56 55 Additional paid-in capital 2,973,121 2,900,747 Retained earnings (accumulated deficit) ( 283,023 ) 542,471 Accumulated other comprehensive loss ( 127,892 ) ( 24,881 ) Total Enovis Corporation equity 2,562,262 3,418,392 Noncontrolling interest 2,067 2,309 Total equity 2,564,329 3,420,701 Total liabilities and equity $ 4,718,777 $ 4,509,334 See Notes to Consolidated Financial Statements. 67 ENOVIS CORPORATION CONSOLIDATED STATEMENTS OF EQUITY Dollars in thousands, except share amounts and as noted Common Stock Additional Paid-In Capital Retained Earnings Accumulated Other Comprehensive Loss Noncontrolling Interest Total Shares Amount Balance at January 1, 2022 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 ) Distributions to noncontrolling owners — — — — — ( 1,591 ) ( 1,591 ) Other comprehensive income, net of tax expense of $ 5,581 — — — — ( 37,398 ) ( 2,116 ) ( 39,514 ) Distribution of ESAB Corporation — — ( 1,662,795 ) — 499,981 ( 40,510 ) ( 1,203,324 ) Conversion of tangible equity units into common stock 1,691,845 2 ( 2 ) — — — — Acquisition — — — — — 345 345 Common stock-based award activity 453,696 — 44,211 — — — 44,211 Balance at December 31, 2022 54,228,619 54 2,925,729 575,732 ( 53,430 ) 1,716 3,449,801 Net income (loss) — — — ( 33,261 ) — 530 ( 32,731 ) Other comprehensive income, net of tax benefit of $ 10,472 — — — — 28,549 63 28,612 ESAB Separation adjustment — — 1,140 — — — 1,140 Payment of capped call transactions — — ( 61,962 ) — — — ( 61,962 ) Common stock-based award activity 368,523 1 35,840 — — — 35,841 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. 68 ENOVIS CORPORATION CONSOLIDATED STATEMENTS OF CASH FLOWS Dollars in thousands Year Ended December 31, 2024 2023 2022 Cash flows from operating activities: 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 Non-cash interest expense 5,274 2,742 3,921 Gain on investment in ESAB Corporation — — ( 102,669 ) Gain on cost basis investments — — ( 8,800 ) 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 Deferred income tax expense (benefit) ( 10,016 ) ( 27,412 ) 6,320 (Gain) loss on sale of property, plant and equipment 1,218 ( 14,539 ) 352 Changes in operating assets and liabilities: Trade receivables, net ( 57,051 ) ( 16,316 ) ( 45,189 ) Inventories, net 39,071 ( 24,737 ) ( 118,791 ) Accounts payable 13,982 ( 6,638 ) ( 11,843 ) Other operating assets and liabilities ( 9,931 ) 20,423 ( 46,464 ) Net cash provided by (used in) operating activities 113,504 134,988 ( 55,861 ) Cash flows from investing activities: Purchases of property, plant and equipment and intangibles ( 180,714 ) ( 122,223 ) ( 105,450 ) Proceeds from sale of property, plant and equipment — 32,571 2,746 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 ) Cash flows from financing activities: Proceeds from borrowings on term credit facility 400,000 — 450,000 Repayments of borrowings under term credit facility ( 20,000 ) ( 219,468 ) ( 785,000 ) Proceeds from borrowings on revolving credit facilities and other 992,000 455,000 65,000 Repayments of borrowings on revolving credit facilities and other ( 512,773 ) ( 478,337 ) ( 634,883 ) Repayments of borrowings on senior notes — — ( 686,278 ) Proceeds from borrowings on senior unsecured convertible notes — 460,000 — Distribution from ESAB Corporation, net — — 1,143,369 Payment of debt issuance costs ( 703 ) ( 25,676 ) ( 2,938 ) Proceeds from issuance of common stock, net 1,874 1,776 5,814 Payment of debt extinguishment costs — — ( 12,704 ) 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 ) Net cash provided by (used in) financing activities 846,821 127,797 ( 465,127 ) Effect of foreign exchange rates on Cash and cash equivalents ( 1,517 ) 219 2,301 Increase (decrease) in Cash and cash equivalents and restricted cash 3,335 20,537 ( 695,075 ) Cash, cash equivalents and restricted cash, beginning of period 44,832 24,295 719,370 Cash, cash equivalents and restricted cash, end of period $ 48,167 $ 44,832 $ 24,295 Supplemental disclosures: Interest payments $ 51,826 $ 16,328 $ 37,089 Income tax payments, net $ 10,798 $ 12,515 $ 31,360 Common stock issued for acquisition, net of issuance costs $ 45,575 $ — $ — ESAB Corporation shares exchanged for debt, net of fees $ — $ — $ 230,532 See Notes to Consolidated Financial Statements. 69 ENOVIS CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 1. Organization and Nature of Operations Enovis Corporation (the “Company” or “Enovis”) was previously Colfax Corporation (“Colfax”) until its separation into two differentiated, independent, and publicly traded companies on April 4, 2022. Upon completion of the Separation, the Company retained its specialty medical technology business, changed its name to Enovis Corporation, and began trading under the stock symbol “ENOV” on the New York Stock Exchange on April 5, 2022. Enovis is an innovation-driven medical technology growth company dedicated to developing clinically differentiated solutions that generate measurably better patient outcomes and transform workflows. The Company conducts its business through two operating segments, “Prevention & Recovery” and “Reconstructive”. The Prevention & Recovery segment provides orthopedic and recovery science solutions, including devices, software, and services across the patient care continuum from injury prevention to rehabilitation after surgery, injury, or from degenerative disease. 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. To affect the Separation, Colfax distributed to its stockholders one share of ESAB common stock for every three shares of Colfax common stock held at the close of business on March 22, 2022, with the Company initially retaining 10% of the shares of ESAB common stock immediately following the Separation. 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 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. Immediately following the Separation, the Company effected a one-for-three reverse stock split of all issued and outstanding shares of Enovis common stock, and all share and per share figures were restated in the 2022 Form 10-K. The Company completed the divestiture of its 10 % retained shares in ESAB in a tax-efficient exchange for $ 230.5 million of its $ 450.0 million term loan outstanding under the Credit Agreement on November 18, 2022. The accompanying Consolidated Financial Statements present our historical financial position, results of operations, changes in equity and cash flows in accordance with accounting principles generally accepted in the United States of America (“GAAP”). Certain reclassifications have been made to prior year financial information to conform to the current period presentation. Unless otherwise indicated, all amounts in the notes to the consolidated financial statements refer to continuing operations. The accompanying Consolidated Financial Statements include the following in discontinued operations: (1) operating results through the first quarter of 2022 of ESAB, the Company’s former fabrication technology business; (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, 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. General economic conditions may, however, impact future seasonal variations. 70 ENOVIS CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 2. Summary of Significant Accounting Policies Principles of Consolidation The Company’s Consolidated Financial Statements are prepared in accordance with GAAP and include all majority-owned subsidiaries over which the Company exercises control and, when applicable, entities or joint ventures for which the Company has a controlling financial interest or is the primary beneficiary. When protective rights, substantive rights or other factors exist, further analysis is performed in order to determine whether or not there is a controlling financial interest. The Consolidated Financial Statements reflect the assets, liabilities, revenues and expenses of consolidated subsidiaries and the noncontrolling parties’ ownership share is presented as a noncontrolling interest. All significant intercompany accounts and transactions have been eliminated. Investments Investments where the Company has a significant influence but not a controlling interest, are accounted for using the equity method of accounting. Investments accounted for under the equity method are initially recorded at the amount of the Company’s initial investment and adjusted each period for the Company’s share of the investee’s income or loss and dividends paid. The Company accounts for equity investments that do not have a readily determinable fair value as cost method investments under the measurement alternative under GAAP to the extent such investments are not subject to consolidation or the equity method of accounting as described above. Under the measurement alternative, these financial instruments are carried at cost, less any impairment, adjusted for changes resulting from observable price changes in orderly transactions for an identical or similar investment of the same issuer. All equity investments are reviewed periodically for indications of other-than-temporary impairment, including, but not limited to, significant and sustained decreases in quoted market prices or a series of historic and projected operating losses by investees. If the decline in fair value is considered to be other-than-temporary, an impairment loss is recorded and the investment is written down to a new carrying value. There have been no impairments or upward adjustments in the current year or since acquisition of these investments. As of December 31, 2024, the Company held investments of $ 20.4 million in privately held companies without readily determinable fair values, the majority of which are within the Prevention & Recovery operating segment. 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. The Company accounts for investments as a noncurrent asset within Other assets in the Consolidated Financial Statements as the Company does not have the intent and ability to sell such assets within the next twelve months. Revenue Recognition The Company provides a variety of products to its customers with revenue being measured as the amount of consideration we expect to receive in exchange for transferring such products. Revenue is recognized at a point in time when we transfer control of our off-the-shelf products to the customer, which generally occurs when title passes upon shipment. The Company’s contracts have a single performance obligation as the promise to transfer the individual goods is not separately identifiable from other promises in the contract and, therefore, not distinct. Revenue recognition and billing typically occur simultaneously for contracts recognized at a point in time. Therefore, we do not have material revenues in excess of customer billings or billings to customers in excess of recognized revenues. The amount of revenue recognized reflects the consideration to which the Company expects to be entitled in exchange for transferring the goods or services. The nature of the Company’s contracts gives rise to certain types of variable consideration, including rebates and other discounts. The Company includes estimated amounts of variable consideration in the transaction price to the extent that it is probable there will not be a significant reversal of revenue. Estimates are based on historical or anticipated performance and represent the Company’s best judgment at the time. Any estimates are evaluated on a quarterly basis until the uncertainty is resolved. Additionally, the Company maintains provisions for estimated contractual allowances for 71 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; therefore, the Company applies the practical expedient available and expenses costs to obtain a contract when incurred. Taxes Collected from Customers and Remitted to Governmental Authorities The Company collects various taxes and fees as an agent in connection with the sale of products and remits these amounts to the respective taxing authorities. These taxes and fees have been presented on a net basis in the Consolidated Statements of Operations and are recorded as a component of Accrued liabilities in the Consolidated Balance Sheets until remitted to the respective taxing authority. Research and Development Expense Research and development costs are expensed as incurred. Costs include salaries, wages, consulting and depreciation and maintenance of facilities and equipment utilized in research, development and engineering activities relating to developing new products, as well as enhancing existing products with the latest technology and designs, creating new applications for existing products, lowering manufacturing costs and redesigning existing products to increase efficiency, improve durability, enhance performance and usability. 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 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. 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 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 Cash and cash equivalents include all financial instruments purchased with an initial maturity of three months or less. Restricted Cash 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 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. 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. 72 ENOVIS CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued) The following table summarizes the Company’s Cash and Cash equivalents and Restricted cash: December 31, 2024 2023 (In thousands) Cash and cash equivalents $ 48,167 $ 36,191 Restricted cash — 8,641 Total cash and cash equivalents and restricted cash $ 48,167 $ 44,832 Trade Receivables Trade receivables are presented net of an allowance for credit losses in accordance with Topic 326, “Financial Instruments - Credit Losses”. The estimate of current expected credit losses on trade receivables considers historical credit loss information that is adjusted for current conditions and reasonable and supportable forecasts. Estimated credit losses are reviewed periodically by management. Inventories Inventories, net include the cost of material, labor and overhead and are stated at the lower of cost or net realizable value. Cost is determined under various methods including average cost and first-in, first-out. The Company periodically reviews its quantities of inventories on hand and compares these amounts to the expected usage of each particular product. The Company records a charge to Cost of sales for any amounts required to reduce the carrying value of inventories to its net realizable value. Property, Plant and Equipment Property, plant and equipment, net is stated at historical cost, which includes the fair values of such assets acquired through acquisitions, and depreciated by the straight-line method over the estimated useful lives of the related assets. Repair and maintenance expenditures are expensed as incurred unless the repair extends the useful life of the asset. The Company capitalizes surgical implant instruments that are provided free-of-charge to surgeons for use while implanting its surgical products and the related depreciation expense is recorded as a component of Selling, general and administrative expense. Impairment of Goodwill and Indefinite-Lived Intangible Assets 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. The annual impairment test date elected by the Company is the first day of its fourth quarter. Goodwill is considered to be impaired when the carrying value of a reporting unit or asset exceeds its fair value. The Company currently has two reporting units: Prevention & Recovery and Reconstructive. In the evaluation of Goodwill for impairment, the Company first assesses qualitative factors to determine whether it is more likely than not that the fair value of a reporting entity is less than its carrying value. If the Company determines that it is more likely than not for a reporting unit’s fair value to be greater than its carrying value, a calculation of the fair value is not performed. If the Company determines that it is more likely than not for a reporting unit’s fair value to be less than its carrying value, a calculation of the reporting entity’s fair value is performed and compared to the carrying value of that entity. In certain instances, the Company may elect to forgo the qualitative assessment and proceed directly to the quantitative impairment test. If the carrying value of a reporting unit exceeds its fair value, Goodwill of that reporting unit is impaired and an impairment loss is recorded equal to the excess of the reporting unit’s carrying value over its fair value. When a quantitative impairment test is needed, the Company measures fair value of reporting units based on a present value of future discounted cash flows and a market valuation approach. The discounted cash flow models indicate the fair value of the reporting units based on the present value of the cash flows that the reporting units are expected to generate in the future. 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 73 ENOVIS CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued) 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, 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 Intangible assets primarily represent acquired trade names, customer relationships, acquired technology and software license agreements. Intangible assets are being amortized on a straight-line basis over their estimated useful lives, which approximates the period of benefit. The useful life of intangible asset as of December 31, 2024 range from three to twenty years with the largest asset groups of Acquired Technology, Acquired Customer Lists, and Acquired Trade Names having weighted-average useful life assignments of 14 , 12 , and 20 , respectively. The Company assesses its long-lived assets and finite-lived intangible assets for impairment whenever facts and circumstances indicate that the carrying amounts may not be fully recoverable. To analyze recoverability, the Company projects undiscounted net future cash flows over the remaining lives of such assets. If these projected cash flows are less than the carrying amounts, an impairment loss equal to the difference between the carrying amount of the asset and its fair value would be recognized, resulting in a write-down of the assets with a corresponding charge to earnings. Assets held for sale are reported at the lower of the carrying amounts or fair value less cost to sell. Management determines fair value using the discounted cash flow method or other accepted valuation techniques. 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. Derivatives 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. 74 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. For all instruments designated as hedges, including net investment hedges and cash flow hedges, the Company formally documents the relationship between the hedging instrument and the hedged item, as well as the risk management objective and the strategy for using the hedging instrument. The Company assesses whether the relationship between the hedging instrument and the hedged item is highly effective at offsetting changes in the fair value both at inception of the hedging relationship and on an ongoing basis. For cash flow hedges and net investment hedges, unrealized gains and losses are recognized as a component of Accumulated other comprehensive loss in the Consolidated Balance Sheets to the extent that it is effective at offsetting the change in the fair value of the hedged item and realized gains and losses are recognized in the Consolidated Statements of Operations consistent with the underlying hedged instrument. The Company does not enter into derivative contracts for speculative purposes. See Note 17 “Financial Instruments and Fair Value Measurements” for additional information regarding the Company’s derivative instruments. Income Taxes Income taxes for the Company are accounted for under the asset and liability method. Deferred income tax assets and liabilities are recognized for the future tax consequences attributable to differences between the carrying amounts of existing assets and liabilities in the Consolidated Financial Statements and their respective tax basis. Deferred income tax assets and liabilities are measured using enacted tax rates expected to be applied to taxable income in the years in which those temporary differences are expected to be recovered or settled. Deferred income tax assets and liabilities are reported in Other assets and Other liabilities in the Company’s Consolidated Balance Sheets, respectively. The effect on deferred income tax assets and liabilities of a change in tax rates is generally recognized in Income tax expense (benefit) in the period that includes the enactment date. Global Intangible Low-Taxed Income (“GILTI”) is accounted for as a current tax expense in the year the tax is incurred. Valuation allowances are recorded if it is more likely than not that some portion of the deferred income tax assets will not be realized. In evaluating the need for a valuation allowance, the Company considers various factors, including the expected level of future taxable income and available tax planning strategies. Any changes in judgment about the valuation allowance are recorded through Income tax expense (benefit) and are based on changes in facts and circumstances regarding realizability of deferred tax assets. The Company must presume that an income tax position taken in a tax return will be examined by the relevant tax authority and determine whether it is more likely than not that the tax position will be sustained upon examination based upon the technical merits of the position. An income tax position that meets the more-likely-than-not recognition threshold is measured to determine the amount of benefit to recognize in the financial statements. 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 expense (benefit) in the Consolidated Statements of Operations. Foreign Currency Exchange Gains and Losses The Company’s financial statements are presented in U.S. dollars. The functional currencies of the Company’s operating subsidiaries are generally the local currencies of the countries in which each subsidiary is located. Assets and liabilities denominated in foreign currencies are translated at rates of exchange in effect at the balance sheet date. The amounts recorded in each year in foreign currency translation are net of income taxes to the extent the underlying equity balances in the entities are not deemed to be permanently reinvested. Revenues and expenses are translated at average rates of exchange in effect during the year. Transactions in foreign currencies are translated at the exchange rate in effect at the date of each transaction. 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. 75 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 Costs directly related to the placement of debt are capitalized and amortized to Interest expense primarily using the effective interest method over the term of the related obligation. 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. Use of Estimates The Company makes certain estimates and assumptions in preparing its Consolidated Financial Statements in accordance with U.S. GAAP. These estimates and assumptions affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the Consolidated Financial Statements and the reported amounts of revenues and expenses for the period presented. Actual results may differ from those estimates. 76 ENOVIS CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued) 3. Recently Issued Accounting Pronouncements The Company evaluates the adoption impacts of recently issued accounting pronouncements as well as material updates to previous pronouncements on the Company’s Consolidated Financial Statements. Typically, recently issued standards do not require adoption until a future effective date. 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): Improvements to Reportable Segment Disclosures. The amendments require enhanced disclosures about significant segment expenses if they are regularly provided to the Chief Operating Decision Maker and included in each reported measure of segment profit or loss. In addition, the amendments expand interim disclosure requirements and clarify circumstances in which an entity can disclose multiple segment measures of profit or loss. 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 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; and disclosure of income tax expense (or benefit) from continuing operations disaggregated by federal (national), state, and foreign. Update No. 2023-09 is effective for annual periods beginning after December 15, 2024. 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. Update No. 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. Update No. 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. 77 ENOVIS CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued) 4. Discontinued Operations Separation of Fabrication Technology Business On April 4, 2022, the Company completed the Separation of its fabrication technology business into an independent, publicly traded company: ESAB, a global organization that develops, manufactures and supplies consumable welding and cutting products and equipment, as well as gas control equipment. The spin-off was affected through a pro rata distribution of 90 % of the 60,034,311 outstanding common shares of ESAB to Enovis stockholders of record at the close of business on March 22, 2022 (the “Record Date”). Enovis stockholders retained their Enovis shares and received one share of ESAB for every three shares of Enovis stock they owned on the Record Date. ESAB began “regular way” trading on the New York Stock Exchange on April 5, 2022 under the symbol “ESAB”. In connection with the Separation, the Company received a one-time tax-free cash distribution from ESAB of $ 1.2 billion. 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 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 substantially concluded in 2023. Asbestos Contingencies Prior to the Separation, the Company retained certain asbestos-related contingencies and insurance coverages from its previously divested businesses for which it did not retain an interest in the ongoing operations except for the contingencies. The net costs and cash flows associated with these contingencies and coverages were reported by the Company as discontinued operations. In conjunction with the Separation, all asbestos-related contingencies and insurance coverages from its divested businesses were transferred fully to ESAB. The Company has classified asbestos-related charges through the date of Separation in its Consolidated Statements of Operations as part of Income from discontinued operations, net of taxes. Items Related to our former Air and Gas Handling Business 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 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. 78 ENOVIS CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued) 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, 2024 2023 2022 (in thousands) Net sales $ — $ — $ 647,911 Cost of sales — — 423,580 Selling, general and administrative expense — — 125,529 Gain on disposal of facility — ( 15,517 ) — Restructuring and other charges — — 5,304 Asbestos charges — — 3,194 Divestiture-related expenses and other (1) 2,647 4,387 46,684 Operating income ( 2,647 ) 11,130 43,620 Interest expense (2) — — 8,035 Income (loss) from discontinued operations before income taxes ( 2,647 ) 11,130 35,585 Income tax (benefit) expense (3) ( 5,248 ) ( 9,978 ) 9,155 Income from discontinued operations, net of taxes 2,601 21,108 26,430 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) 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) Depreciation $ — $ — $ 7,671 Amortization — — 9,012 Capital expenditures — — 5,903 Cash used in operating activities 146 1,970 26,966 Cash used in (provided by) investing activities — ( 33,264 ) 3,157 79 ENOVIS CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued) 5. Acquisitions 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 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. Year Ended 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. 80 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 Less: 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 (Years) 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 On June 28, 2023, the Company completed the Novastep business combination in its Reconstructive segment. Novastep is a leading player in Minimally Invasive Surgery (MIS) foot and ankle solutions with a best-in-class MIS bunion system serving a rapidly growing portion of the global bunion segment. The acquisition is accounted for under the acquisition method of accounting, and accordingly, the Consolidated Financial Statements include the financial position and results of operations from the acquisition date. The Company paid $ 96.9 million for the acquisition, net of cash received. The Company has allocated $ 43.7 million to goodwill and $ 52.0 million to intangible assets acquired. 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. On July 20, 2023, the Company completed an asset acquisition transaction with D.N.E., LLC in its Reconstructive segment. DNE is a developer of a broad line of external fixation products, including circular frames, pin-to-bar frames, and mini-fixators for use in foot and ankle surgeries. The acquisition of these assets, primarily the developed technology will allow Enovis to expand its robust product portfolio for the Foot & Ankle business unit. 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 Consolidated Financial Statements include the financial position and results of operations from the acquisition date. On October 5, 2023, the Company acquired a 100 % interest in Precision AI, a developer of surgical planning software. 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 81 ENOVIS CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued) 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 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 In 2022, the Company completed four asset acquisitions, two business acquisitions, and one investment, which is carried at cost as it does not have a readily determinable fair value. Two of these transactions were completed by the Company’s Reconstructive segment, and the other five transactions were completed by the Prevention & Recovery segment. The asset acquisitions broaden the Company’s product offering and distribution network. Aggregate purchase consideration for the four asset acquisitions was $ 22.3 million, of which $ 12.6 million was paid in cash and $ 9.6 million consists of deferred and contingent consideration. The investment was acquired for $ 10.0 million in cash consideration. Pro forma revenues of the aforementioned acquisitions in the year ended December 31, 2023, if the aforementioned acquisitions were part of the Company since January 1, 2022, were approximately 1 % of Enovis consolidated revenues from continuing operations. On May 6, 2022, the Company completed a business acquisition in its Reconstructive segment of KICo Knee Innovation Company Pty Limited and subsidiaries, an Australian private company doing business as 360 Med Care, by acquiring 100 % of its equity interests. 360 Med Care is a medical device distributor that bundles certain computer-assisted surgery and patient experience enhancement programs to add value to its device supply arrangements with surgeons, hospitals, and insurers. The acquisition is accounted for under the acquisition method of accounting, and accordingly, the Consolidated Financial Statements include the financial position and results of operations from the acquisition date. The Company paid $ 14.3 million for the acquisition, net of cash received, and recorded estimated contingent consideration at fair value of $ 12.8 million related to expected results over future revenue targets. As of December 31, 2024, the contingent liability is $ 11.8 million. The Company allocated $ 16.3 million to Goodwill and $ 18.2 million to intangible assets acquired. 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”). Insight’s flagship solution, ARVIS, is an FDA-cleared augmented reality solution precisely engineered for the specific needs of hip and knee replacement surgery. The ARVIS navigation unit consists of a hands-free heads-up display worn by the surgeon which provides surgical guidance at the point of care in a streamlined, space-conserving, and cost-effective manner compared to traditional robotic offerings. The acquisition is accounted for under the acquisition method of accounting as a step-acquisition, and accordingly, the Consolidated Financial Statements include the financial position and results of operations from the acquisition date. Enovis made initial investments in Insight in 2021 and 2020, which were carried at cost. During the third quarter of 2022, the Company acquired an additional 53.7 % interest in Insight for $ 34.2 million net of cash received, and recorded contingent consideration of $ 5.0 million, which is the maximum payable under the agreement based on Insight’s achievement of certain milestones related to ARVIS. As of December 31, 2024, Enovis holds a 99.5 % interest in Insight and recognized $ 0.3 million noncontrolling equity interest in its financial statements attributed to Insight. The Company allocated $ 36.3 million to Goodwill and $ 38.4 million to intangible assets acquired. Goodwill is primarily driven by expected synergies between ARVIS’ augmented reality surgical guidance system and our existing customer base and existing products. The Company does not expect any of the Goodwill to be deductible for tax purposes. 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. 82 ENOVIS CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued) 6. Revenue The Company provides orthopedic solutions, including products and services spanning the full continuum of patient care, from injury prevention to rehabilitation. While the Company’s sales are primarily derived from three sales channels including dealers and distributors, insurance, and direct to consumers and hospitals, substantially all its revenue is recognized at a point in time. The Company disaggregates its revenue into the following geographic or product groupings: Year Ended December 31, 2024 2023 2022 (In thousands) Prevention & Recovery: U.S. Bracing & Support $ 469,315 $ 456,129 $ 437,287 U.S. Other P&R 270,740 269,826 255,305 International P&R 357,902 350,821 335,036 Total Prevention & Recovery 1,097,957 1,076,776 1,027,628 Reconstructive: U.S. Reconstructive 505,621 426,405 370,173 International Reconstructive 504,045 204,016 165,300 Total Reconstructive 1,009,666 630,421 535,473 Total $ 2,107,623 $ 1,707,197 $ 1,563,101 Given the nature of the businesses, the Company does not generally have unsatisfied performance obligations with an original contract duration of greater than one year. The nature of the Company’s contracts gives rise to certain types of variable consideration, including rebates, implicit price concessions, and other discounts. The Company includes estimated amounts of variable consideration in the transaction price to the extent that it is probable there will not be a significant reversal of revenue. Allowance for Credit Losses The Company estimates current expected credit losses on trade receivables using historical credit loss information that is adjusted for current conditions and reasonable and supportable forecasts. Management disaggregate trade receivables into business segments due to risk characteristics unique to each segment given the individual lines of business and market. Pooling was further disaggregated based on either geography or product type. The Company leveraged historical write-offs over a defined lookback period in deriving a historical loss rate. The expected credit loss model further considers current conditions and reasonable and supportable forecasts using an adjustment for current and projected macroeconomic factors. Management identified appropriate macroeconomic indicators based on a tangible correlation to historical losses considering the location and risks associated with the Company. A summary of the activity in the Company’s allowance for credit losses included within Trade receivables in the Consolidated Balance Sheets is as follows: Year Ended December 31, 2024 Balance at Beginning of Period Charged to Expense, net Write-Offs, Deductions and Other, net Other Activity, net (1) Foreign Currency Translation Balance at End of Period (In thousands) Allowance for Credit Losses $ 9,731 $ 10,617 $ ( 4,145 ) $ 8,893 $ ( 630 ) $ 24,466 (1) Represents fair value adjustments related to acquisitions 83 ENOVIS CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued) 7. Net Income (Loss) Per Share from Continuing Operations Net income (loss) per share from continuing operations was computed as follows: Year Ended December 31, 2024 2023 2022 (In thousands, except share and per share data) Computation of Net income (loss) per share from continuing operations - basic: Net income (loss) from continuing operations attributable to Enovis Corporation (1) $ ( 828,095 ) $ ( 54,369 ) $ ( 38,756 ) Weighted-average shares of Common stock outstanding – basic 55,280,647 54,494,823 54,065,420 Net income (loss) per share from continuing operations – basic $ ( 14.98 ) $ ( 1.00 ) $ ( 0.72 ) Computation of Net income (loss) per share from continuing operations - diluted: Net income (loss) from continuing operations attributable to Enovis Corporation (1) $ ( 828,095 ) $ ( 54,369 ) $ ( 38,756 ) Weighted-average shares of Common stock outstanding – basic 55,280,647 54,494,823 54,065,420 Net effect of potentially dilutive securities - stock options and restricted stock units — — — Weighted-average shares of Common stock outstanding – diluted 55,280,647 54,494,823 54,065,420 Net income (loss) per share from continuing operations – diluted $ ( 14.98 ) $ ( 1.00 ) $ ( 0.72 ) (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. 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. 84 ENOVIS CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued) 8. Income Taxes Loss from continuing operations before income taxes and Income tax expense (benefit) consisted of the following: Year Ended December 31, 2024 2023 2022 (In thousands) Income (loss) from continuing operations before income taxes: Domestic operations $ ( 828,834 ) $ ( 114,700 ) $ 8,826 Foreign operations 5,910 47,572 ( 10,895 ) $ ( 822,924 ) $ ( 67,128 ) $ ( 2,069 ) Income tax expense (benefit): Current: Federal $ 3,114 $ 949 $ 3,780 State 2,222 4,177 4,957 Foreign 9,172 8,997 3,405 $ 14,508 $ 14,123 $ 12,142 Deferred: Domestic operations $ 1,787 $ ( 22,866 ) $ 73,370 Foreign operations ( 11,803 ) ( 4,546 ) ( 49,392 ) ( 10,016 ) ( 27,412 ) 23,978 $ 4,492 $ ( 13,289 ) $ 36,120 See Note 4 “Discontinued Operations” for the loss from discontinued operations and related income taxes. The Company’s Income tax expense (benefit) from continuing operations differs from the amount that would be computed by applying the U.S. federal statutory rate as follows: Year Ended December 31, 2024 2023 2022 (In thousands) Taxes calculated at the U.S. federal statutory rate $ ( 172,814 ) $ ( 14,097 ) $ ( 435 ) State taxes ( 6,724 ) ( 1,835 ) 10,878 Effect of tax rates on international operations ( 6,354 ) ( 3,053 ) ( 5,106 ) Changes in valuation allowance 52,815 4,646 ( 12,126 ) Changes in tax reserves 565 ( 2,182 ) 1,724 Research and development tax credits ( 5,414 ) ( 4,499 ) ( 2,599 ) Net items not deductible (taxable) 1,908 ( 1,478 ) 1,859 U.S. tax on international operations 1,318 2,789 4,565 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 Income tax expense (benefit) $ 4,492 $ ( 13,289 ) $ 36,120 85 ENOVIS CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued) Deferred income taxes, net reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to reverse. The significant components of deferred tax assets and liabilities included in continuing operations are as follows: December 31, 2024 2023 (In thousands) Deferred tax assets: Expenses currently not deductible $ 37,341 $ 30,787 Net operating loss and interest expense limitation carryforward 151,663 119,247 Tax credit carryforward 39,301 37,358 Depreciation and amortization 62,933 57,901 Inventory reserves and capitalization 25,805 18,585 Capitalized R&D expenditures 47,527 41,343 Non-current lease liability 18,752 17,798 Other 5,754 6,069 Valuation allowance ( 156,443 ) ( 101,650 ) Deferred tax assets, net 232,633 227,438 Deferred tax liabilities: Depreciation and amortization ( 275,554 ) ( 226,802 ) Lease asset - right of use ( 18,022 ) ( 16,463 ) Total deferred tax liabilities ( 293,576 ) ( 243,265 ) 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, 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 $ 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, 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. foreign tax and R&D tax credits that may be used to offset U.S. tax in previous or future tax periods subject to Section 382 and other federal provisions. 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 $ 13.3 million R&D credit can be carried back 86 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. For the year ended December 31, 2024, undistributed earnings of the Company’s foreign subsidiaries are estimated to be $ 74.8 million, all of which is permanently reinvested; accordingly, the Company has assessed no deferred tax liability as of December 31, 2024 on such earnings. 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. A reconciliation of the beginning and ending amount of gross unrecognized tax benefits is as follows: (In thousands) Balance, January 1, 2022 $ 61,947 Acquisitions and divestitures ( 23,250 ) Addition for tax positions taken in prior periods — Addition for tax positions taken in the current period 462 Reductions related to settlements with taxing authorities — Reductions resulting from a lapse of applicable statute of limitations ( 244 ) Other, including the impact of foreign currency translation ( 616 ) Balance, December 31, 2022 38,299 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 ) Other, including the impact of foreign currency translation 230 Balance, December 31, 2023 32,126 Addition for tax positions taken in prior periods 1,086 Addition for tax positions taken in the current period 6,779 Reductions resulting from a lapse of applicable statute of limitations ( 7,876 ) Other, including the impact of foreign currency translation ( 679 ) Balance, December 31, 2024 $ 31,436 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, Spain, France, the United States and various U.S. states. The Company files numerous group and separate tax returns in U.S. federal and state jurisdictions, as well as international jurisdictions. In the U.S., tax years dating back to 2008 remain subject to examination, due to tax attributes available to be carried forward to open or future tax years. With some exceptions, other major tax jurisdictions generally are not subject to tax examinations for years beginning before 2019. The Company records interest and penalties on uncertain tax positions as a component of Income tax expense (benefit), which was $( 0.1 ) million, $( 2.0 ) million, and $ 1.1 million for the years ended December 31, 2024, 2023 and 2022, respectively. As of December 31, 2024 and 2023, we had accrued $ 3.0 million and $ 3.1 million, respectively, of interest and penalties related to unrecognized tax benefits. 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. 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. 87 ENOVIS CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued) 9. Goodwill and Intangible Assets The following table summarizes the activity in Goodwill, by segment during the years ended December 31, 2024 and 2023: Prevention & Recovery Reconstructive Total (In thousands) Balance, January 1, 2023 $ 1,077,636 $ 905,952 $ 1,983,588 Goodwill attributable to acquisitions (1) — 43,683 43,683 Impact of foreign currency translation 23,859 9,763 33,622 Balance, December 31, 2023 1,101,495 959,398 2,060,893 Goodwill attributable to acquisitions (1) — 320,375 320,375 Goodwill impairment ( 315,000 ) ( 330,000 ) ( 645,000 ) Impact of foreign currency translation ( 18,633 ) ( 24,926 ) ( 43,559 ) Balance, December 31, 2024 $ 767,862 $ 924,847 $ 1,692,709 (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. 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, which also represent the cumulative impairments for the respective segments). 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: Year Ended December 31, 2024 2023 Gross Carrying Amount Accumulated Amortization Gross Carrying Amount Accumulated Amortization (In thousands) Definite-Lived Intangible Assets Acquired customer relationships $ 681,594 $ ( 343,441 ) $ 548,234 $ ( 279,757 ) Acquired technology 776,567 ( 246,292 ) 632,801 ( 184,216 ) Acquired trade names 498,013 ( 121,687 ) 458,917 ( 100,061 ) Software 102,887 ( 49,352 ) 83,849 ( 42,910 ) Other intangible assets 32,081 ( 12,941 ) 16,335 ( 5,829 ) $ 2,091,142 $ ( 773,713 ) $ 1,740,136 $ ( 612,773 ) Amortization expense related to acquired intangible assets, including acquired customer relationships, acquired technology, and acquired trade names, are presented on the face of the Consolidated Statements of Operations. Other intangible assets amortization expense consists primarily of amortization of software intangibles and is recorded as a component of Selling, general, and administrative expense in the Consolidated Statements of Operations. Total amortization expense is $ 172.2 million, $ 140.2 million, and $ 133.7 million for the years ended December 31, 2024, 2023 and 2022, respectively. See Note 2 “Summary of Significant Accounting Policies” for discussion regarding impairment of Intangible assets. 88 ENOVIS CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued) Expected Amortization Expense The Company’s expected annual amortization expense for intangible assets for the next five years is as follows: December 31, 2024 (In thousands) 2025 $ 168,804 2026 163,714 2027 155,635 2028 120,788 2029 113,072 10. Property, Plant and Equipment, Net Year Ended December 31, Depreciable Life 2024 2023 (In years) (In thousands) Land n/a $ 6,669 $ 6,454 Buildings and improvements 5 - 40 67,142 41,195 Machinery and equipment 3 - 15 650,213 465,599 724,024 513,248 Accumulated depreciation ( 319,524 ) ( 242,450 ) $ 404,500 $ 270,798 Depreciation expense for the years ended December 31, 2024, 2023 and 2022, w as $ 112.7 million, $ 76.9 million and $ 69.2 million, respectively. 11. Inventories, Net Inventories, net consisted of the following: Year Ended December 31, 2024 2023 (In thousands) Raw materials $ 99,636 $ 88,129 Work in process 49,996 39,310 Finished goods 483,582 406,931 633,214 534,370 Less: Allowance for excess, slow-moving and obsolete inventory ( 86,094 ) ( 65,538 ) $ 547,120 $ 468,832 89 ENOVIS CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued) 12. Leases The Company leases certain office space, warehouse, distribution, and production facilities, as well as vehicles and equipment. Leases with an initial term of twelve months or less are not recorded on the balance sheet. Most leases include renewal options, which can extend the lease term into the future. The Company determines the lease term by assuming options that are reasonably certain of being renewed will be exercised. Certain of the Company’s leases include rental payments adjusted for inflation. The right-of-use lease asset and lease liability are recorded on the Consolidated Balance Sheet, with the current lease liability being included in Accrued liabilities. December 31, 2024 (In thousands) Future lease payments by year: 2025 $ 21,068 2026 18,284 2027 10,890 2028 7,798 2029 5,965 Thereafter 16,639 Total 80,644 Less: present value discount ( 5,843 ) Present value of lease liabilities $ 74,801 Weighted-average remaining lease term (in years): Operating leases 5.46 Weighted-average discount rate: Operating leases 3.6 % The Company’s operating leases extend for varying periods and, in some cases, contain renewal options that would extend the existing terms. During the years ended December 31, 2024, 2023 and 2022, the Company’s net rental expense related to operating leases was $ 25.0 million, $ 22.4 million, and $ 23.0 million respectively. 13. Debt Long-term debt consisted of the following: December 31, 2024 2023 (In thousands) Term loan $ 377,345 $ — Senior unsecured convertible notes 449,051 446,164 Revolving credit facilities and other 503,104 20,000 Total debt 1,329,500 466,164 Less: current portion ( 20,027 ) — Long-term debt $ 1,309,473 $ 466,164 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. Certain U.S. subsidiaries of the Company guarantee the obligations under the Credit Agreement. 90 ENOVIS CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued) 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 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). 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: (i) during any calendar quarter commencing after the calendar quarter ending on December 31, 2023 (and only during such calendar quarter), if the last reported sale price of the Company’s common stock for at least 20 trading days (whether or not consecutive) during the period of 30 consecutive trading days ending on, and including, the last trading day of the immediately preceding calendar quarter is greater than or equal to 130 % of the conversion price on each applicable trading day; (ii) during the five business day period after any five consecutive trading day period (the “measurement period”) in which the “trading price” per $1,000 principal amount of 2028 Notes, as determined following a request by a holder of 2028 Notes in accordance with the procedures described below, for each trading day of the measurement period was less than 98 % of the product of the last reported sale price of the Company’s common stock and the conversion rate on each such trading day; (iii) if the Company calls any or all of the 2028 Notes for redemption, at any time prior to the close of business on the second scheduled trading day immediately preceding the redemption date; or (iv) upon the occurrence of specified corporate events as described in the indenture governing the 2028 Notes. In addition, holders may convert their 2028 Notes, in multiples of $1,000 principal amount, at their option at any time beginning on or after April 15, 2028 until the close of business on the second scheduled trading day immediately preceding the maturity date, regardless of the foregoing circumstances. The conversion rate is 17.1474 shares of common stock per $1,000 principal amount of 2028 Notes (equivalent to an initial conversion price of approximately $ 58.32 per share of common stock), subject to adjustment upon the occurrence of certain specified events as set forth in the indenture governing the 2028 Notes. Upon conversion, the Company will pay cash up to the aggregate principal amount of the 2028 Notes to be converted and pay or deliver, as the case may be, cash, shares of common stock or a combination of cash and shares of common stock, at its election, in respect of the remainder, 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 91 ENOVIS CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued) 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 which the market price of the common stock exceeds the cap price. 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 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 $ 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 The contractual maturities of the Company’s debt are as follows: December 31, 2024 (In thousands) 2025 $ 20,027 2026 20,077 2027 843,000 2028 460,000 2029 — Thereafter — Total contractual maturities 1,343,104 Debt discount ( 13,604 ) Total debt $ 1,329,500 14. Equity Share Repurchase Program In 2018, the Company’s Board of Directors authorized the repurchase of shares of the Company’s common stock from time-to-time on the open market or in privately negotiated transactions. No repurchases of the Company’s common stock have been made under this plan since the third quarter of 2018. As of December 31, 2024, the remaining stock repurchase authorization provided by the Board of Directors was $ 100 million . The timing, amount and method of shares repurchased is determined by management based on its evaluation of market conditions and other factors. There is no term associated with the remaining repurchase authorization. Accumulated Other Comprehensive Loss The following table presents the changes in the balances of each component of Accumulated other comprehensive loss including reclassifications out of Accumulated other comprehensive loss for the years ended December 31, 2024, 2023 and 2022. All amounts are net of tax and noncontrolling interest, if any. 92 ENOVIS CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued) Accumulated Other Comprehensive Income (Loss) Components Net Unrecognized Pension Benefit Cost Foreign Currency Translation Adjustment Unrealized Gain (Loss) on Hedging Activities Total (In thousands) Balance at January 1, 2022 $ ( 85,559 ) $ ( 475,125 ) $ 44,671 $ ( 516,013 ) Other comprehensive income (loss) before reclassifications: Net actuarial gain 12,207 — — 12,207 Foreign currency translation adjustment 470 ( 37,953 ) — ( 37,483 ) 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 ) 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 loss ( 8,052 ) — — ( 8,052 ) Foreign currency translation adjustment 2,829 63,621 — 66,450 Loss on hedge activity — — ( 27,943 ) ( 27,943 ) Other comprehensive income (loss) before reclassifications ( 5,223 ) 63,621 ( 27,943 ) 30,455 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 Balance at December 31, 2023 $ 5,008 $ ( 2,016 ) $ ( 27,873 ) 0 $ ( 24,881 ) Other comprehensive income (loss) before reclassifications: Net actuarial loss 5,285 — — 5,285 Foreign currency translation adjustment ( 615 ) ( 111,648 ) — ( 112,263 ) Loss on hedge activity — — 6,198 6,198 Other comprehensive income (loss) before reclassifications 4,670 ( 111,648 ) 6,198 ( 100,780 ) 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 ) . 93 ENOVIS CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued) During the years ended December 31, 2024, 2023 and 2022, Noncontrolling interest increased (decreased) by $( 0.2 ) million, $ 0.1 million, and $( 2.1 ) million, respectively, as a result of Other comprehensive income, due to foreign currency translation adjustment. Share-Based Payments On June 7, 2022, the shareholders of the Company approved an amendment (the “Amendment”) to the Company’s 2020 Omnibus Incentive Plan (the “2020 Plan”), which was originally adopted by the shareholders of the Company on May 21, 2020. The Amendment authorizes an additional 745,000 shares of common stock of the Company and did not make any other changes to the 2020 Plan. Upon the approval of the 2020 Plan, no additional ordinary shares were to be granted under the Company’s previously approved plans, including the Company’s 2016 Omnibus Incentive Plan dated May 13, 2016. All awards previously granted and outstanding under the prior plans remain subject to the terms of those prior plans. The 2020 Plan provides the Compensation and Human Capital Management Committee of the Company’s Board of Directors (“Compensation Committee”) discretion in creating employee equity incentives. Awards under the 2020 Plan may be made in the form of stock options, stock appreciation rights, restricted stock, restricted stock units, performance-based stock, performance-based stock units, dividend equivalents, and other stock-based awards. The Company measures and recognizes compensation expense related to share-based payments based on the fair value of the instruments issued, net of an estimated forfeiture rate. Stock-based compensation expense is generally recognized as a component of Selling, general and administrative expense in the Consolidated Statements of Operations, as payroll costs of the employees receiving the awards are recorded in the same line item. The Company’s Consolidated Statements of Operations reflect the following amounts related to stock-based compensation: Year Ended December 31, 2024 2023 2022 (In thousands) Stock-based compensation expense (1) $ 29,662 $ 34,065 $ 38,955 Deferred tax benefit 1,421 2,813 1,236 (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. The intrinsic value of awards exercised or issued upon vesting was $ 21.0 million, $ 19.5 million, and $ 37.2 million during the years ended December 31, 2024, 2023 and 2022, respectively. Stock Options Under the 2020 Plan, the Company may grant options to purchase common stock, with a maximum term of 10 years at a purchase price equal to the market value of the Company’s common stock on the date of grant. Stock-based compensation expense for stock option awards is based upon the grant-date fair value using the Black-Scholes option pricing model. The Company recognizes compensation expense for stock option awards on a straight-line basis over the requisite service period of the entire award. The following table shows the weighted-average assumptions used to calculate the fair value of stock option awards using the Black-Scholes option pricing model, as well as the weighted-average fair value of options granted: 94 ENOVIS CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued) Year Ended December 31, 2024 2023 2022 Expected period that options will be outstanding (in years) (1) — 4.72 4.77 Interest rate (based on U.S. Treasury yields at the time of grant) — % 4.05 % 2.10 % Volatility — % 48.54 % 42.90 % Dividend yield — — — Weighted-average fair value of options granted $ — $ 26.36 $ 27.48 (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. Prior to April 2022, expected volatility was estimated based on the historical volatility of the Company’s stock price. The Company considers historical data to estimate forfeitures within the valuation model. Groups of employees that have similar historical exercise behavior are considered together for valuation purposes. The Company has elected to estimate the expected life of an award based upon the Securities and Exchange Commission-approved “simplified method” noted under the provisions of Staff Accounting Bulletin No. 107 with the continued use of this method extended under the provisions of Staff Accounting Bulletin No. 110. Stock option activity is as follows: Number of Options Weighted- Average Exercise Price Weighted- Average Remaining Contractual Term (In years) Aggregate Intrinsic Value (1) (In thousands) Outstanding at January 1, 2022 2,153,106 $ 49.70 Granted 154,552 70.23 Exercised ( 127,261 ) 45.69 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 Granted 222,707 57.49 Exercised ( 33,514 ) 45.37 Forfeited and expired ( 40,727 ) 67.85 Outstanding at December 31, 2023 1,496,143 59.71 Granted — — Exercised ( 11,263 ) 48.75 Forfeited and expired ( 144,232 ) 69.08 Outstanding at December 31, 2024 1,340,648 59.79 2.44 $ 113 Vested or expected to vest at December 31, 2024 1,339,240 58.79 2.44 113 Exercisable at December 31, 2024 1,180,238 58.47 2.11 113 (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. The intrinsic value of outstanding stock options fluctuates based upon the trading value of the Company’s common stock. (2) Reflects the cancellation of outstanding options held by ESAB employees as of April 4, 2022, which were replaced with ESAB options issued by ESAB Corp. as part of the Separation. The total intrinsic value of options exercised during the years ended December 31, 2024, 2023 and 2022 was $ 0.1 million, $ 0.4 million , and $ 1.5 million, respectively. The fair value of options vested during the years ended December 31, 2024, 2023 and 2022 was $ 4.6 million, $ 5.4 million , and $ 7.4 million, respectively. 95 ENOVIS CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued) Restricted Stock Units Under the 2020 Plan, the Compensation Committee may award performance-based restricted stock units (“PRSUs”), the vesting of which is contingent upon meeting service conditions and various performance goals. During the years ended December 31, 2024, 2023 and 2022 , the Company granted certain employees PRSUs, the vesting of which is fully based on the Company’s total shareholder return (“TSR”) ranking among a peer group over a three -yea r performance period. The awards also have a service requirement that equals the respective performance periods. The final achievement of the PRSUs granted in 2022 and 2021 was determined as of April 4, 2022 based on the current performance as of the time of the Separation, and it was determined that 100 % of the TSR metric was achieved . The achievement factors were determined in accordance with the applicable criteria established by the Compensation Committee. While the achievement factor of the outstanding awards has been determined, they remain subject to the awards’ service period requirements and will therefore continue to vest over the original term of the award. PRSUs with TSR conditions are valued at grant date using a binomial-lattice model (i.e., Monte Carlo simulation model). PRSUs with TSR conditions are recognized on a straight-line basis over the performance periods regardless of the performance condition achievement because the probability is factored into the valuation of the award. The related compensation expense for each of the awards is recognized, on a straight-line basis, over the vesting period. Under the 2020 Plan, the Compensation Committee may also award non-performance-based restricted stock units (“RSUs”) to select executives, employees and outside directors, which typically vest three years after the date of grant. With limited exceptions, the employee must remain in service until the vesting date. The Compensation Committee determines the terms and conditions of each award, incl uding the restriction period and other criteria applicable to the awards. Directors may also elect to defer their annual board fees into RSUs with immediate vesting. Delivery of the shares underlying these director restricted stock units is deferred until termination of the director’s service on the Company’s Board of Directors. The activity in the Company’s PRSUs and RSUs is as follows: PRSUs RSUs Number of Units (1) Weighted- Average Grant-Date Fair Value Number of Units (1) Weighted- Average Grant-Date Fair Value Nonvested at January 1, 2022 366,075 $ 72.13 645,217 $ 69.44 Granted 192,921 47.89 303,752 67.58 Vested ( 230,310 ) 49.69 ( 243,485 ) 64.11 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 Granted 121,352 71.80 303,350 57.43 Vested ( 164,948 ) 82.96 ( 253,791 ) 71.55 Forfeited and expired — — ( 44,857 ) 63.43 Nonvested at December 31, 2023 217,201 69.97 507,981 63.59 Granted 127,313 85.62 436,100 59.78 Vested ( 95,847 ) 67.66 ( 252,521 ) 66.51 Forfeited and expired — — ( 47,305 ) 61.19 Nonvested at December 31, 2024 248,667 78.88 644,255 60.00 (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. The fair value of shares vested during the years ended December 31, 2024, 2023 and 2022 was $ 23.3 million, $ 31.8 million , and $ 32.1 million, respectively. 96 ENOVIS CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued) 15. Accrued Liabilities Accrued liabilities in the Consolidated Balance Sheets consisted of the following: December 31, 2024 2023 (In thousands) 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 taxes 21,341 14,384 Accrued rebates 19,964 14,464 Accrued royalties 6,296 6,944 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 $ 329,873 $ 237,132 Accrued Restructuring Liability The Company’s restructuring programs include a series of actions to reduce the structural costs of the Company. A summary of the activity in the Company’s restructuring liability included in Accrued liabilities in the Consolidated Balance Sheets is as follows: Year Ended December 31, 2024 Balance at Beginning of Period Provisions Payments Foreign Currency Translation Balance at End of Period (In thousands) Restructuring and other charges: Termination benefits (1) $ 2,195 $ 13,397 $ ( 12,590 ) $ ( 70 ) $ 2,932 Facility closure costs and other (2) 81 8,539 ( 8,614 ) — 6 Total $ 2,276 21,936 $ ( 21,204 ) $ ( 70 ) $ 2,938 Non-cash charges (3) 23,266 Total Provisions (4) $ 45,202 (1) Includes severance and other termination benefits, including outplacement services. (2) Includes the cost of relocating associates, relocating equipment, lease termination expense, and other costs in connection with the closure and optimization of facilities and product lines. (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. 97 ENOVIS CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued) Year Ended December 31, 2023 Balance at Beginning of Period Provisions Payments Foreign Currency Translation Balance at End of Period (In thousands) Restructuring and other charges: Termination benefits (1) $ 973 $ 8,953 $ ( 7,731 ) $ — $ 2,195 Facility closure costs and other (2) 118 8,388 ( 8,425 ) — 81 Total $ 1,091 17,341 $ ( 16,156 ) $ — $ 2,276 Non-cash charges (2) 2,609 Total Provisions (3) $ 19,950 (1) Includes severance and other termination benefits, including outplacement services. (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) 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. 98 ENOVIS CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued) 16. Defined Benefit Plans The Company sponsors various defined benefit plans and defined contribution plans for certain eligible employees or former employees. Since the Separation, all of the Company’s defined benefit plans are based outside of the U.S and the Company does not sponsor any other post-retirement benefit plans. The Company uses December 31 st as the measurement date for all of its employee benefit plans. Pension Benefits Year Ended December 31, 2024 2023 (In thousands) Change in benefit obligation: Projected benefit obligation, beginning of year $ 122,343 $ 95,075 Acquisitions 917 — Service cost 4,718 3,709 Interest cost 1,818 2,122 Actuarial loss (gain) (1) ( 50 ) 11,465 Foreign exchange effect ( 9,169 ) 10,946 Transfers in (benefits paid), net (2) 2,118 6,407 Settlements (3) ( 14,455 ) ( 8,655 ) Other 2,520 1,274 Projected benefit obligation, end of year $ 110,760 $ 122,343 Accumulated benefit obligation, end of year $ 106,208 $ 116,767 Change in plan assets: Fair value of plan assets, beginning of year $ 94,672 $ 77,696 Actual return on plan assets 8,411 4,173 Employer contribution 3,784 3,632 Foreign exchange effect ( 7,031 ) 8,696 Transfers in (benefits paid), net (2) 2,119 6,407 Settlements (3) ( 14,455 ) ( 8,655 ) Other 2,776 2,723 Fair value of plan assets, end of year $ 90,276 $ 94,672 Funded status, end of year $ ( 20,484 ) $ ( 27,671 ) Amounts recognized on the Consolidated Balance Sheet at December 31: Current liabilities $ ( 236 ) $ ( 214 ) Non-current liabilities ( 20,248 ) ( 27,457 ) Total $ ( 20,484 ) $ ( 27,671 ) (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 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: an actuarial loss of $ 11.5 million and the exchange rate effect of $ 10.9 million as a result of the U.S. currency weakening relative to other currencies. 99 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: All Plans (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. The assets are invested with the goal of preserving principal while providing a reasonable real rate of return over the long term. Diversification of assets is achieved through strategic allocations to various asset classes. Actual allocations to each asset class vary due to periodic investment strategy changes, market value fluctuations, the length of time it takes to fully implement investment allocation positions, and the timing of benefit payments and contributions. The asset allocation is monitored and rebalanced as required, as frequently as on a quarterly basis in some instances. The following are the actual and target allocation percentages for the Company’s pension plan assets: Actual Asset Allocation December 31, Target 2024 2023 Allocation Equity securities 36 % 35 % 25 % - 43 % Fixed income securities 28 % 28 % 24 % - 43 % Cash and cash equivalents 2 % 3 % 0 % - 10 % Other 34 % 35 % 25 % - 45 % A summary of the Company’s pension plan assets for each fair value hierarchy level for the periods presented follows (see Note 17 “Financial Instruments and Fair Value Measurements” for further description of the levels within the fair value hierarchy): December 31, 2024 Measured at Net Asset Value(1) Level One Level Two Level Three Total (In thousands) Cash and cash equivalents $ — $ 1,609 $ — $ — $ 1,609 Equity securities — 32,579 — — 32,579 Non-U.S. government and corporate bonds — 25,342 — — 25,342 Other (1) — 30,746 — 30,746 $ — $ 59,530 $ 30,746 $ — $ 90,276 (1) Represents diversified portfolio funds, reinsurance contracts and money market funds. December 31, 2023 Measured at Net Asset Value(1) Level One Level Two Level Three Total (In thousands) Cash and cash equivalents $ — $ 2,406 $ — $ — $ 2,406 Equity securities — 33,091 — — 33,091 Non-U.S. government and corporate bonds — 26,376 — — 26,376 Other (1) — — 32,799 — 32,799 $ — $ 61,873 $ 32,799 $ — $ 94,672 100 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: Pension Benefits Year Ended December 31, 2024 2023 2022 (In thousands) Components of Net Periodic Benefit (Income) Cost: Service cost $ 4,718 $ 3,709 $ 4,703 Interest cost 1,818 2,122 1,821 Amortization ( 94 ) ( 1,759 ) 1,187 Settlement gain ( 1,183 ) ( 578 ) — Other — — ( 20 ) Expected return on plan assets ( 2,907 ) ( 3,032 ) ( 4,789 ) Net periodic benefit cost (income) $ 2,352 $ 462 $ 2,902 Change in Plan Assets and Benefit Obligations Recognized in Other Comprehensive (Gain) Loss: Current year net actuarial (gain) loss $ ( 5,111 ) $ 9,478 $ ( 14,728 ) Current year prior service cost ( 345 ) ( 1,448 ) 221 Less amounts included in net periodic benefit (income) cost: Amortization of net (gain) loss 12 1,839 ( 1,135 ) Settlement/divestiture/other gain 1,183 578 — Amortization of prior service cost 82 ( 80 ) ( 52 ) Total recognized in Other comprehensive (gain) loss $ ( 4,179 ) $ 10,367 $ ( 15,694 ) 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: December 31, 2024 2023 (In thousands) Net actuarial gain $ ( 8,660 ) $ ( 4,681 ) Prior service (income) cost ( 1,283 ) ( 1,084 ) Total $ ( 9,943 ) $ ( 5,765 ) The key economic assumptions used in the measurement of the Company’s pension benefit obligations are as follows: December 31, 2024 2023 Weighted-average discount rate for all plans 1.2 % 1.5 % Weighted-average rate of increase in compensation levels for active plans 1.3 % 1.5 % The key economic assumptions used in the computation of Net periodic benefit (income) cost are as follows: 101 ENOVIS CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued) Year Ended December 31, 2024 2023 2022 Weighted-average discount rate: All plans 1.4 % 2.1 % 1.7 % Weighted-average expected return on plan assets: All plans 3.1 % 3.5 % 4.3 % Weighted-average rate of increase in compensation levels for active plans 1.5 % 1.5 % 1.7 % In determining discount rates, the Company utilizes the single discount rate equivalent to discounting the expected future cash flows from each plan using the yields at each duration from a published yield curve as of the measurement date. The expected long-term rate of return on plan assets was based on the Company’s investment policy target allocation of the asset portfolio between various asset classes and the expected real returns of each asset class over various periods of time that are consistent with the long-term nature of the underlying obligations of these plans. The Company maintains defined contribution plans for its employees. 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. 17. Financial Instruments and Fair Value Measurements The Company utilizes fair value measurement guidance prescribed by accounting standards to value its financial instruments. The guidance establishes a fair value hierarchy based on the inputs used to measure fair value. This hierarchy prioritizes the inputs into three broad levels as follows: Level One: Inputs to the valuation methodology are unadjusted quoted prices for identical assets or liabilities in active markets. Level Two: Inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets or liabilities in inactive markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument. Level Three: Inputs to the valuation methodology are unobservable and significant to the fair value measurement. A financial instrument’s level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. 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 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. The fair value of the contingent consideration liabilities is determined using unobservable inputs and the inputs vary based on the nature of the purchase agreements. These inputs can include the estimated amount and timing of projected cash flows, the risk-adjusted discount rate used to present value the projected cash flows, and the probability of the acquired company attaining certain targets stated within the purchase agreements. A change in these unobservable inputs to a different amount might result in a significantly higher or lower fair value measurement at the reporting date due to the nature of uncertainty inherent to the estimates. During the 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. 102 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, net Charges / (Gain) Interest Payments Foreign Exchange Ending Balance (In thousands) 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 The Company maintains deferred compensation plans for the benefit of certain employees and non-executive officers. As of December 31, 2024 and 2023, the fair values of these plans were $ 17.0 million and $ 14.4 million, respectively. These plans are deemed to be Level Two within fair value hierarchy. 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. Dollar value of forecasted transactions. To accomplish this objective, the Company has entered into forward currency contract agreements between the U.S. Dollar and the Mexican Peso as part of its risk management strategy. These forward currency contract agreements are designated and qualify as cash flow hedges. The gain or loss on a derivative instrument designated as a cash flow hedge is recorded in Unrealized gain (loss) on hedging activities, net of tax within the Company’s Consolidated Statements of Comprehensive Income (Loss) until the underlying third party transaction occurs. When the underlying third-party transaction occurs, the Company recognizes the gain or loss in earnings within Cost of Sales in its Consolidated Statements of Operations. The contracts are recorded at fair value and deemed to be Level Two in the fair value hierarchy. 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, 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 103 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 On April 18, 2023, the Company entered into 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 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. For derivatives designated as net investment hedges, the gain or loss on the derivative 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. Amounts are reclassified out of Accumulated other comprehensive loss into earnings when the hedged net investment is either sold or substantially liquidated. 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: Year Ended December 31, 2024 2023 (In thousands) Gain (loss) on cross-currency swaps $ 10,945 $ ( 36,893 ) Gain (loss) on forward currency contracts ( 4,151 ) 247 $ 6,794 $ ( 36,646 ) 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 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. 104 ENOVIS CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued) 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: December 31, (In thousands) Location on Consolidated Balance Sheets (1) 2024 2023 Derivative Assets Designated Hedging Instruments Forward currency contracts Other current assets $ — $ 432 Cross-currency swaps Other current assets 35,376 10,061 35,376 10,493 Non-Designated Hedging Instruments Forward currency contracts Other current assets — 24,311 Total Derivative Assets $ 35,376 $ 34,804 Derivative Liabilities Designated Hedging Instruments 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 Total Derivative Liabilities $ 59,111 $ 47,231 (1) The Company classifies derivative assets and liabilities as current when the settlement date of the contract is one year or less. Concentration of Credit Risk Financial instruments which potentially subject the Company to concentrations of credit risk consist primarily of trade accounts receivable. Concentrations of credit risk are considered to exist when there are amounts collectible from multiple counterparties with similar characteristics, which could cause their ability to meet contractual obligations to be similarly impacted by economic or other conditions. The Company performs credit evaluations of its customers prior to delivery or commencement of services and normally does not require collateral. Letters of credit are occasionally required when the Company deems necessary. There are no customers that represent more than 10% of the Company’s Trade receivables, net as of December 31, 2024 and 2023. 105 ENOVIS CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued) 18. Commitments and Contingencies General Litigation The Company is involved in various pending legal, regulatory and other proceedings arising out of the ordinary course of the Company’s business. None of these proceedings are expected to have a material adverse effect on the financial condition, results of operations or cash flow of the Company. With respect to these proceedings, management of the Company believes that it will either prevail, has adequate insurance coverage or has established appropriate accruals to cover potential liabilities. Legal costs related to proceedings or claims are recorded when incurred. Other costs that management estimates may be paid related to the claims are accrued when the liability is considered probable and the amount can be reasonably estimated. There can be no assurance, however, as to the ultimate outcome of any of these matters, and if all or substantially all of these legal proceedings were to be determined adverse to the Company, there could be a material adverse effect on the financial condition, results of operations or cash flow of the Company. Off-Balance Sheet Arrangements 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. 19. Segment Information The Company conducts its continuing operations through the Prevention & Recovery and Reconstructive operating segments, which also represent the Company’s reportable segments. • Prevention & Recovery - a leader in orthopedic solutions and recovery sciences, providing devices, software and services across the patient care continuum from injury prevention to rehabilitation after surgery, injury, or from degenerative disease. • Reconstructive - 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. 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. 106 ENOVIS CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued) The Company’s segment results were as follows: Year Ended December 31, 2024 2023 2022 (In thousands) Prevention & Recovery: 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 Add: Depreciation 20,590 22,188 24,390 Adjusted EBITDA (non-GAAP) $ 159,596 $ 152,501 $ 141,344 Reconstructive: 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 Add: Depreciation 96,708 61,404 52,290 Adjusted EBITDA (non-GAAP) $ 216,923 $ 116,726 $ 94,726 Total: 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 Prevention & Recovery $ 427,893 $ 115,752 $ 104,458 Reconstructive 499,938 101,357 98,507 Total depreciation, amortization and impairment $ 927,831 $ 217,109 $ 202,965 Capital expenditures: Prevention & Recovery $ 34,004 $ 26,356 $ 25,140 Reconstructive 146,710 95,867 74,407 Total capital expenditures $ 180,714 $ 122,223 $ 99,547 107 ENOVIS CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued) (1) The following is a reconciliation of Loss from continuing operations before income taxes to Adjusted EBITDA: Year Ended December 31, 2024 2023 2022 (In thousands) Loss from continuing operations before income taxes $ ( 822,924 ) $ ( 67,128 ) $ ( 2,069 ) Restructuring and other charges (1) 45,202 19,950 18,960 MDR and other costs (2) 19,482 27,400 16,709 Strategic transaction costs 78,291 38,250 61,024 Stock-based compensation 29,687 32,079 31,493 Depreciation and other amortization 117,298 83,592 76,664 Amortization of acquired intangibles 165,533 133,517 126,301 Goodwill impairment charge 645,000 — — Insurance settlement gain (3) — — ( 36,705 ) Inventory step-up 51,745 148 12,802 Interest expense, net 57,100 19,749 24,052 Debt extinguishment charges — 7,333 20,396 Gain on investment in ESAB Corporation — — ( 102,669 ) Gain on cost basis investment — — ( 8,800 ) Other income, net ( 9,895 ) ( 25,663 ) ( 2,088 ) Adjusted EBITDA (non-GAAP) $ 376,519 $ 269,227 $ 236,070 (1) Restructuring and other charges includes $ 17.9 million, $ 2.6 million and $ 1.7 million of expense classified as Cost of sales on the Company’s Consolidated Statements of Operations for the years ended December 31, 2024, 2023 and 2022, respectively. (2) Primarily related to costs specific to compliance with medical device reporting regulations and other requirements of the European Union MDR. These costs are classified as Selling, general and administrative expense on our Consolidated Statements of Operations. (3) Insurance settlement gain is related to the 2019 acquisition of DJO. December 31, 2024 2023 (In thousands) Total assets (1) : Prevention & Recovery $ 1,955,138 $ 2,414,014 Reconstructive 2,763,639 2,095,320 Total $ 4,718,777 $ 4,509,334 (1) Includes allocation of certain centrally managed assets, including cash and cash equivalents. The detail of the Company’s operations by geography is as follows: Year Ended December 31, 2024 2023 2022 (In thousands) Net sales by origin (1) : United States $ 1,245,676 $ 1,152,360 $ 1,062,765 Foreign locations 861,947 554,837 500,336 Total $ 2,107,623 $ 1,707,197 $ 1,563,101 (1) The Company attributes revenues from external customers to individual countries based upon the country in which the sale was originated. 108 ENOVIS CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued) December 31, 2024 2023 (In thousands) Property, plant and equipment, net (1) : United States $ 191,118 $ 179,146 Italy 74,376 819 Switzerland 42,976 45,995 Germany 30,288 20,147 France 8,451 5,529 Mexico 7,046 8,006 Other foreign locations 50,245 11,156 Total $ 404,500 $ 270,798 (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. 109 Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure None.