What changed in this filing

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Item 1. Financial Statements

2025-08-07 compared with 2025-05-08 · 168 added, 118 removed, 477 unchanged (37% of the section changed)

3 unchanged sentences

Dollars in thousands, except per share amounts

Three Months Ended

April 4, 2025 March 29, 2024

Three Months Ended Six Months Ended

July 4, 2025 June 28, 2024 July 4, 2025 June 28, 2024

Net sales $ 564,545 $ 525,160 $ 1,123,379 $ 1,041,426

5 unchanged sentences

Purchase of royalty interest 10,041 — 45,818 —

Restructuring and other charges 3,862 12,911

Restructuring charges 716 4,587 4,578 17,498

Operating loss ( 16,796 ) ( 44,219 ) ( 63,565 ) ( 79,233 )

Interest expense, net 9,294 16,969 18,482 36,965

Other expense, net 1,392 24,235

Other expense (income), net ( 436 ) ( 33,836 ) 956 ( 9,601 )

Loss from continuing operations before income taxes ( 25,654 ) ( 27,352 ) ( 83,003 ) ( 106,597 )

Income tax benefit ( 1,769 ) ( 7,404 )

Income tax expense (benefit) 10,801 ( 8,908 ) 9,032 ( 16,312 )

Net loss from continuing operations ( 36,455 ) ( 18,444 ) ( 92,035 ) ( 90,285 )

11 unchanged sentences

Dollars in thousands

Three Months Ended

April 4, 2025 March 29, 2024

Three Months Ended Six Months Ended

July 4, 2025 June 28, 2024 July 4, 2025 June 28, 2024

Net loss $ ( 36,548 ) $ ( 18,512 ) $ ( 92,253 ) $ ( 90,353 )

4 unchanged sentences

Amounts reclassified from Accumulated other comprehensive loss:

Amortization of pension net actuarial gain (loss), net of tax expense (benefit) of $( 12 ) and $( 7 )

Amortization of pension net actuarial loss, net of tax benefit of $( 4 ), $( 7 ), $( 8 ), and $( 14 ).

( 13 ) ( 33 ) ( 39 ) ( 68 )

Reclassification of hedging gain (loss), net of tax expense (benefit) of $ 187 , $( 158 ), $ 69 , and $( 100 ).

610 ( 544 ) 225 ( 358 )

Other comprehensive income (loss) ( 12,113 ) ( 11,369 ) 50,911 ( 51,917 )

Comprehensive income (loss) 7,319 ( 112,389 )

Comprehensive loss ( 48,661 ) ( 29,881 ) ( 41,342 ) ( 142,270 )

comprehensive income attributable to noncontrolling interest 323 109 706 215

Comprehensive income (loss) attributable to Enovis Corporation $ 6,936 $ ( 112,495 )

Comprehensive loss attributable to Enovis Corporation $ ( 48,984 ) $ ( 29,990 ) $ ( 42,048 ) $ ( 142,485 )

See Notes to Condensed Consolidated Financial Statements.

2 unchanged sentences

Dollars in thousands, except share amounts

April 4, 2025 December 31, 2024

July 4, 2025 December 31, 2024

CURRENT ASSETS:

24 unchanged sentences

133,333,333 shares authorized;

57,118,641 and 55,876,517 shares issued and outstanding as of April 4, 2025 and December 31, 2024, respectively

57,159,478 and 55,876,517 shares issued and outstanding as of July 4, 2025 and December 31, 2024, respectively

Additional paid-in capital 3,031,093 2,973,121

19 unchanged sentences

Balance at April 4, 2025 57,118,641 $ 57 $ 3,021,690 $ ( 338,989 ) $ ( 64,990 ) $ 2,450 $ 2,620,218

Net income (loss) — — — ( 36,739 ) — 191 ( 36,548 )

Other comprehensive income (loss), net of tax expense of $ 13,124

— — — — ( 12,245 ) 132 ( 12,113 )

Common stock-based award activity 40,837 — 9,403 — — — 9,403

Balance at July 4, 2025 57,159,478 57 3,031,093 ( 375,728 ) ( 77,235 ) 2,773 2,580,960

Common Stock Additional Paid-In Capital (Accumulated Deficit) Retained Earnings Accumulated Other Comprehensive Loss Noncontrolling Interest Total

2 unchanged sentences

Net income (loss) — — — ( 71,998 ) — 157 ( 71,841 )

Other comprehensive loss, net of tax of $ 7,752

Other comprehensive loss, net of tax expense of $ 7,752

— — — — ( 40,497 ) ( 51 ) ( 40,548 )

2 unchanged sentences

Balance at March 29, 2024 54,840,581 $ 55 $ 2,903,277 $ 470,473 $ ( 65,378 ) $ 2,415 $ 3,310,842

Net income (loss) — — — ( 18,638 ) — 126 ( 18,512 )

Other comprehensive loss, net of tax benefit of $ 2,131

— — — — ( 11,352 ) ( 17 ) ( 11,369 )

Common stock-based award activity 25,779 — 7,977 — — — 7,977

Balance at June 28, 2024 54,866,360 55 2,911,254 451,835 ( 76,730 ) 2,524 3,288,938

See Notes to Condensed Consolidated Financial Statements.

2 unchanged sentences

Dollars in thousands

Three Months Ended

April 4, 2025 March 29, 2024

Six Months Ended

July 4, 2025 June 28, 2024

Cash flows from operating activities:

Net loss $ ( 92,253 ) $ ( 90,353 )

Adjustments to reconcile net loss to net cash used in operating activities:

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

Depreciation and amortization 142,986 139,167

Impairment of assets — 5,555

Stock-based compensation expense 16,075 14,102

Non-cash interest expense 3,203 2,558

Fair value loss on contingent acquisition shares 1,787 13,443

Fair value loss (gain) on contingent acquisition shares 1,787 ( 20,068 )

Loss on currency hedges — 11,123

Deferred income tax benefit ( 1,769 ) ( 9,966 )

(Gain) loss on sale of property, plant and equipment ( 527 ) 265

Deferred income tax expense (benefit) ( 3,673 ) ( 19,412 )

Loss on sale of property, plant and equipment 848 383

Changes in operating assets and liabilities:

3 unchanged sentences

Other operating assets and liabilities 32,145 ( 41,840 )

Net cash used in operating activities ( 1,596 ) ( 36,156 )

Net cash provided by (used in) operating activities 46,173 ( 28,383 )

Cash flows from investing activities:

14 unchanged sentences

Effect of foreign exchange rates on Cash and cash equivalents 2,632 ( 906 )

Increase (decrease) in Cash and cash equivalents ( 9,707 ) 29,714

Decrease in Cash and cash equivalents ( 4,093 ) ( 1,408 )

Cash and cash equivalents, beginning of period 48,167 44,832

21 unchanged sentences

See Note 13 “Segment Information” for additional information regarding the updates made.

The Company is currently reviewing updated disclosure requirements related to (“ASU”) 2023-09 — Income Taxes (Topic 740):

Improvements to Income Tax Disclosures, which is effective for annual periods beginning after December 15, 2024.

The ASU does not have a material impact on the Company’s Consolidated Financial Statements but will require updates to the presentation of certain information for the Company’s income tax disclosures for its annual filing.

There is no impact to the Company’s quarterly consolidated financial statements.

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

Acquisitions and Investments

2025 Acquisitions

In the first quarter of 2025, the Company completed five bolt-on acquisitions for $ 30.0 million total purchase consideration, including deferred consideration and estimated contingent consideration.

Three acquisitions are in the Prevention & Recovery segment and two are in the Reconstructive segment.

For the acquisitions in P&R, the Company paid a total of $ 7.1 million, net of cash received, and estimated contingent consideration for future expected payments of $ 1.9 million to acquire two companies.

Additionally, the Company paid $ 6.5 million in cash and recorded a $ 8.3 million deferred consideration liability for an asset acquisition.

The acquisitions added complementary product offerings to the P&R segment.

For the acquisitions in Recon, the Company paid a total of $ 5.3 million, net of cash received, and estimated contingent consideration for future expected payments of $ 0.9 million to acquire two companies, both of which are distribution partners for the Company’s surgical implant products in Europe.

ENOVIS CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

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

Acquisitions and Investments

2025 Acquisitions

In the second quarter of 2025, the Company completed a business combination of a distributor and an asset acquisition of intellectual property for total consideration of $ 7.3 million.

In the first quarter of 2025, the Company completed an asset acquisition of intellectual property and four business combinations, including the acquisitions of two P&R businesses and two distributors for total consideration of $ 29.7 million, including deferred and estimated contingent consideration.

Of the 2025 transactions mentioned, three are in the P&R segment and four are in the Recon segment.

For the transactions in P&R completed during the six months ended July 4, 2025, the Company (i) paid a total of $ 6.8 million, net of cash received, and recorded estimated contingent consideration for future expected payments of $ 1.9 million for the acquisition of two businesses, and (ii) paid a total of $ 6.5 million in cash and recorded a $ 8.3 million liability for deferred payments for an asset acquisition of intellectual property.

The transactions added complementary product offerings to the P&R segment.

For the transactions in Recon completed during the six months ended July 4, 2025, the Company (i) paid a total of $ 9.5 million, net of cash received, and recorded estimated contingent consideration for future expected payments of $ 0.9 million for three business combinations of distributors, and (ii) paid $ 1.5 million in cash for an asset acquisition of intellectual property.

The transactions expanded distribution partners for the Company’s surgical implant products in Europe and added a complementary surgical product technology.

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

The Company preliminarily recorded approximately $ 35.2 million in definite-lived intangible assets associated with the acquisitions.

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

The intellectual property acquisitions are accounted for as asset acquisitions.

2024 Acquisitions

6 unchanged sentences

See Note 5, “Acquisitions” in the Notes to Consolidated Financial Statements in the Company’s 2024 Form 10-K for further information regarding the Lima Acquisition.

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

As of April 4, 2025, the balance of investments held by the Company without readily determinable fair values was $ 20.4 million.

The Company also completed one distributor acquisition in its Reconstructive segment in the second quarter of 2024 and one distributor acquisition in its Prevention & Recovery segment in the third quarter of 2024 for aggregate purchase consideration of $ 4.0 million.

As of July 4, 2025, the balance of investments held by the Company without readily determinable fair values was $ 20.4 million.

The majority of these investments are carried at cost less impairments, if any, plus adjustments for fair value indicators from observable price changes in orderly transactions for the identical or similar investment of the same issuer.

1 unchanged sentence

One investment is accounted for under the equity method of accounting and is recorded at the initial investment amount, adjusted each period for the Company’s share of the income or loss.

ENOVIS CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

The Company provides orthopedic solutions, including products and services spanning the full continuum of patient care, from injury prevention to rehabilitation.

1 unchanged sentence

The Company disaggregates its revenue into the following geographic/product type groups within its segments:

Three Months Ended

April 4, 2025 March 29, 2024

Three Months Ended Six Months Ended

July 4, 2025 June 28, 2024 July 4, 2025 June 28, 2024

(In thousands)

9 unchanged sentences

Total $ 564,545 $ 525,160 $ 1,123,379 $ 1,041,426

ENOVIS CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Given the nature of its businesses, the Company does not generally have unsatisfied performance obligations with an original contract duration of greater than one year.

8 unchanged sentences

A summary of the activity in the Company’s allowance for credit losses included within Trade receivables in the Condensed Consolidated Balance Sheets is as follows:

Three Months Ended April 4, 2025

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

Six Months Ended July 4, 2025

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

Translation Balance at

1 unchanged sentence

Allowance for Credit Losses $ 24,466 $ 3,254 $ ( 891 ) $ 1,349 $ 28,178

(1) Represents fair value adjustments related to acquisitions

ENOVIS CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Net Income (Loss) Per Share from Continuing Operations

Net income (loss) per share from continuing operations was computed using the treasury stock method as follows:

Three Months Ended

April 4, 2025 March 29, 2024

Three Months Ended Six Months Ended

July 4, 2025 June 28, 2024 July 4, 2025 June 28, 2024

(In thousands, except share and per share data)

17 unchanged sentences

(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 continuing operations component of the income attributable to noncontrolling interest, net of taxes.

ENOVIS CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

The following table presents the potentially dilutive shares of Common stock from stock-based compensation awards excluded from the calculation of Weighted-average shares of Common stock outstanding – diluted as inclusion would be anti-dilutive in Net income (loss) per share (“Anti-dilutive shares”):

Three Months Ended

April 4, 2025 March 29, 2024

Three Months Ended Six Months Ended

July 4, 2025 June 28, 2024 July 4, 2025 June 28, 2024

Anti-dilutive shares 2,120,049 1,378,308 1,993,752 1,106,763

2 unchanged sentences

The Contingent Acquisition Shares were only included in the weighted-average calculation of basic shares when there were no circumstances the shares would not be issued.

Three Months Ended

April 4, 2025 March 29, 2024

ENOVIS CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Three Months Ended Six Months Ended

July 4, 2025 June 28, 2024 July 4, 2025 June 28, 2024

(In thousands)

Loss from continuing operations before income taxes $ ( 25,654 ) $ ( 27,352 ) $ ( 83,003 ) $ ( 106,597 )

Income tax benefit $ ( 1,769 ) $ ( 7,404 )

Income tax expense (benefit) $ 10,801 $ ( 8,908 ) $ 9,032 $ ( 16,312 )

Effective tax rate:

The effective tax rate for the three months ended April 4, 2025 was lower than the 2025 federal statutory rate of 21%, primarily due to an increase in valuation allowance on interest limitation carryforwards, non-deductible expenses, and U.S.

taxation on international operations.

( 42.1 ) % 32.6 % ( 10.9 ) % 15.3 %

The effective tax rate for the three months ended July 4, 2025 differs from the 2025 federal statutory rate of 21%, primarily due to an increase in valuation allowance on U.S.

deferred tax assets, which had a significant impact on the effective tax rate.

Additionally, non-deductible expenses and U.S.

taxation on international operations also contributed to the rate difference.

This was partially offset by tax credits for research and development and non-U.S.

income taxed at lower rates.

The effective tax rate for the three months ended March 29, 2024 was lower than the 2024 U.S.

federal statutory rate of 21%, primarily due to an increase in valuation allowance on interest limitation carryforwards, non-deductible expenses and U.S.

taxation on international operations.

The effective tax rate for the six months ended July 4, 2025 differs from the 2025 federal statutory rate of 21%, primarily due to an increase in valuation allowance on U.S.

deferred tax assets, which had a significant impact on the effective tax rate.

Additionally, non-deductible expenses and U.S.

taxation on international operations also contributed to the rate difference.

This was partially offset by tax credits for research and development and non-U.S.

income taxed at lower rates.

The effective tax rate for the three months ended June 28, 2024 was higher than the 2024 U.S.

federal statutory rate of 21%, primarily due to tax credits for research and development, non-U.S.

income taxed at lower rates and non-taxable fair value gain on contingent acquisition shares.

This was partially offset by an increase in valuation allowance on interest limitation carryforwards, non-deductible expenses and U.S.

taxation on international operations.

The effective tax rate for the six months ended June 28, 2024 was lower than the 2024 U.S.

federal statutory rate of 21%, primarily due to an increase in valuation allowance on interest limitation carryforwards, non-deductible expenses and U.S.

taxation on international operations.

This was partially offset by tax credits for research and development, non-U.S.

income taxed at lower rates and non-taxable fair value gain on contingent acquisition shares.

On July 4th, 2025, the One Big Beautiful Bill Act (“OBBBA”) was enacted, introducing significant changes to U.S.

The Company evaluated the potential impact of OBBBA and reflected relevant changes within the accompanying financial statements for the three and six months ended July 4, 2025;

the most significant being an estimated increase to current year U.S.

deferred tax assets for which a valuation allowance is required.

The Company will continue to evaluate the changes from OBBBA, monitor developments, and assess its tax position as further guidance becomes available.

ENOVIS CORPORATION

3 unchanged sentences

No repurchases of the Company’s Common stock have been made under this plan since the third quarter of 2018.

As of April 4, 2025, the remaining stock repurchase authorization provided by the Board of Directors was $ 100 million.

As of July 4, 2025, 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.

1 unchanged sentence

Accumulated Other Comprehensive Income (Loss)

The following tables present the changes in the balances of each component of Accumulated other comprehensive income (loss) including reclassifications out of Accumulated other comprehensive loss for the three months ended April 4, 2025 and March 29, 2024.

All amounts are presented net of tax and noncontrolling interest, if any.

10 unchanged sentences

Net Other comprehensive income (loss) 1,120 216,203 ( 166,666 ) 50,657

Balance at April 4, 2025 $ 8,383 $ ( 8,855 ) $ ( 64,518 ) $ ( 64,990 )

Balance at July 4, 2025 $ 9,532 $ 102,539 $ ( 189,306 ) $ ( 77,235 )

Accumulated Other Comprehensive Loss Components

9 unchanged sentences

Net Other comprehensive income (loss) ( 398 ) ( 69,300 ) 17,849 ( 51,849 )

Balance at March 29, 2024 $ 4,577 $ ( 67,059 ) $ ( 2,896 ) $ ( 65,378 )

Balance at June 28, 2024 $ 4,610 $ ( 71,316 ) $ ( 10,024 ) $ ( 76,730 )

ENOVIS CORPORATION

2 unchanged sentences

Inventories, net consisted of the following:

April 4, 2025 December 31, 2024

July 4, 2025 December 31, 2024

(In thousands)

6 unchanged sentences

Long-term debt consisted of the following:

April 4, 2025 December 31, 2024

July 4, 2025 December 31, 2024

(In thousands)

6 unchanged sentences

Term Loan and Revolving Credit Facility

The Company’s credit agreement (the “Enovis Credit Agreement”) consists of a $ 900 million revolving credit facility (the “Revolver”) with an April 4, 2027 maturity date and a term loan in an aggregate principal amount of $ 400 million, which was funded on January 3, 2024, the date the Lima Acquisition was consummated.

The Company’s credit agreement (the “Enovis Credit Agreement”) consists of a $ 900 million revolving credit facility (the “Revolver”) with an April 4, 2027 maturity date and a term loan in an initial aggregate principal amount of $ 400 million, which was funded on January 3, 2024, the date the Lima Acquisition was consummated.

The term loan requires quarterly principal repayments at 1.25 % of the initial aggregate principal amount, which is $ 5 million each quarter, and matures on April 4, 2027 (the “2024 Term Loan”).

5 unchanged sentences

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

As of April 4, 2025, the Company was in compliance with the covenants under the Enovis Credit Agreement.

As of April 4, 2025, the weighted-average interest rate of borrowings under the Enovis Credit Agreement was 6.17 % excluding accretion of deferred financing fees, and there was $ 335 million available on the Revolver.

As of July 4, 2025, the Company was in compliance with the covenants under the Enovis Credit Agreement.

As of July 4, 2025, the weighted-average interest rate of borrowings under the Enovis Credit Agreement was 5.92 % excluding accretion of deferred financing fees, and there was $ 325 million available on the Revolver.

Convertible Notes and Capped Calls

5 unchanged sentences

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

For the three months ended April 4, 2025, the interest expense on the 2028 Notes was $ 15.1 million, including $ 13.2 million based upon the coupon rate and $ 1.9 million from accretion of the discount.

For the six months ended July 4, 2025, the interest expense on the 2028 Notes was $ 10.4 million, including $ 9.0 million based upon the coupon rate and $ 1.4 million from accretion of the discount.

Holders may convert their 2028 Notes in multiples of $1,000 principal amount prior to the close of business April 15, 2028 under the following circumstances:

12 unchanged sentences

In addition to the d ebt 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 $ 40.1 million were outstanding as of April 4, 2025 .

Total letters of credit and surety bonds of $ 50.1 million were outstanding as of July 4, 2025 .

Deferred Financing Fees

As of April 4, 2025, t he Company has $ 3.2 million in deferred financing fees included in Other assets related to the Revolver and $ 12.5 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.

As of July 4, 2025, t he Company has $ 1.9 million in deferred financing fees included in Other assets related to the Revolver and $ 11.5 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.

ENOVIS CORPORATION

2 unchanged sentences

Accrued liabilities in the Condensed Consolidated Balance Sheets consisted of the following:

April 4, 2025 December 31, 2024

July 4, 2025 December 31, 2024

(In thousands)

Accrued compensation and related benefits $ 83,928 $ 85,989

Derivative liability – current portion 52,253 3,648

Accrued third-party commissions 35,147 34,602

2 unchanged sentences

Accrued rebates 18,015 19,964

Accrued interest 11,737 5,841

Purchase of royalty interest 11,140 —

Accrued professional fees 12,253 5,003

Purchase of royalty interest 10,432 —

Contingent consideration - current portion 10,429 49,719

Accrued royalties 5,186 6,296

Accrued freight 6,232 5,314

Customer advances and billings in excess of costs incurred 5,440 6,229

Accrued interest 5,364 5,841

Accrued freight 4,678 5,314

Warranty liability 2,745 2,818

Accrued restructuring liability 1,247 2,938

Derivative liability – current portion 517 3,648

Other 46,153 57,831

3 unchanged sentences

A summary of the activity in the Company’s restructuring liability included in Accrued liabilities in the Condensed Consolidated Balance Sheets is as follows:

Three Months Ended April 4, 2025

Six Months Ended July 4, 2025

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

(In thousands)

Restructuring and other charges:

Restructuring charges:

Termination benefits (1)

7 unchanged sentences

(2) Includes the cost of relocating associates, relocating equipment, lease termination expense and other costs in connection with the closure and optimization of office sites, shared service centers, and manufacturing facilities.

(3) For the three months ended April 4, 2025, $ 2.9 million and $ 1.0 million of the Company’s total provisions were related to the P&R and Recon segments, respectively.

(3) Non-cash charges are classified as Cost of sales on the Company’s Condensed Consolidated Statements of Operations for the six months ended July 4, 2025.

(4) For the six months ended July 4, 2025, $ 3.5 million and $ 1.3 million of the Company’s total provisions were related to the P&R and Recon segments, respectively.

ENOVIS CORPORATION

11 unchanged sentences

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 $ 1.3 billion and $ 1.4 billion as of April 4, 2025 and December 31, 2024, respectively.

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 $ 1.4 billion as of July 4, 2025 and December 31, 2024, 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 April 4, 2025, the Company held $ 18.3 million in Level Three liabilities arising from contingent consideration related to acquisitions that may settle in cash.

As of July 4, 2025, the Company held $ 19.0 million in Level Three liabilities arising from contingent consideration related to acquisitions that may settle in cash.

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.

1 unchanged sentence

A change in these unobservable inputs to a different amount might result in a significantly higher or lower fair value measurement at the reporting date due to the nature of uncertainty inherent to the estimates.

During the three months ended April 4, 2025, the Company recorded a net increase in contingent consideration primarily due to $ 2.8 million from bolt-on acquisitions closed in the first quarter of 2025, partially offset by payments from a prior acquisition.

During the six months ended July 4, 2025, the Company recorded a net increase in contingent consideration primarily due to $ 2.8 million from bolt-on acquisitions closed in the first quarter of 2025, partially offset by payments from a prior acquisition.

The gross range of outcomes for contingent consideration arrangements that have a fixed limit on the maximum payout is zero to $ 6.7 million.

2 unchanged sentences

The Contingent Acquisition Shares liability has been fully settled with the first tranche of Contingent Acquisition Shares issued to the seller on July 16, 2024 and the second tranche issued on January 15, 2025.

The liability, which was recorded in Accrued liabilities, was adjusted to fair value each reporting period with the adjustments reflected in Other expense, net in the Condensed Consolidated Statement of Operations.

The fair value adjustments were losses of $ 1.8 million and $ 13.4 million for the three months ended April 4, 2025 and three months ended March 29, 2024, respectively.

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

The fair value adjustments were a loss of $ 1.8 million for the three and six months ended July 4, 2025 and gains of $ 33.5 million and $ 20.1 million for the three and six months ended June 28, 2024, respectively.

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

There were no transfers in or out of Level One, Two or Three during the three months ended April 4, 2025.

There were no transfers in or out of Level One, Two or Three during the six months ended July 4, 2025.

ENOVIS CORPORATION

7 unchanged sentences

Purchase of royalty interest liability

In the first quarter of 2025, the Company entered into agreements to buyout the economic interest in future royalty payments under existing product development agreements related to certain of the Company’s U.S.

In the first and second quarters of 2025, the Company entered into agreements to buyout the economic interest in future royalty payments in connection with the termination of certain legacy product development agreements related to certain of the Company’s U.S.

reconstructive products.

The gross payout under such agreements is $ 43.8 million, which will be paid over seven years.

The Company recorded a discounted liability and charge to the Condensed Consolidated Statements of Operations of $ 35.8 million, of which $ 11.1 million is recorded in Accrued liabilities and the non-current portion is recorded in Other liabilities on the Condensed Consolidated Balance Sheet.

The aggregate gross buyout amount under such agreements is $ 56.5 million, which will be paid over nine years.

The Company recorded charges to the Condensed Consolidated Statements of Operations of $ 10.0 million and $ 45.8 million for the three and six months ended July 4, 2025, respectively, representing the discounted liability upon entering the agreements of which $ 10.4 million is recorded in Accrued liabilities as of July 4, 2025, and the non-current portion is recorded in Other liabilities on the Condensed Consolidated Balance Sheet.

Deferred Compensation Plans

The Company maintains deferred compensation plans for the benefit of certain employees and non-executive officers.

As of April 4, 2025 and December 31, 2024 the fair value of these plans were $ 16.1 million and $ 17.0 million, respectively.

As of July 4, 2025 and December 31, 2024 the fair value of these plans were $ 18.6 million and $ 17.0 million, respectively.

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

8 unchanged sentences

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

At April 4, 2025, the Company’s forward currency contracts have a Mexican Peso notional amount of approximately 763.0 million and a U.S.

At July 4, 2025, the Company’s forward currency contracts have a Mexican Peso notional amount of approximately 506.0 million and a U.S.

Dollar aggregate notional amount of $ 24.7 million.

During the three months ended April 4, 2025, the Company recognized a realized loss of $ 1.1 million on its Condensed Consolidated Statements of Operations related to its forward currency contracts designated as cash flow hedges.

At March 29, 2024, the Company’s forward currency contracts have a Mexican Peso notional amount of approximately 630.0 million and a U.S.

During the three and six months ended July 4, 2025, the Company recognized a realized loss of $ 0.3 million and $ 1.5 million, respectively, on its Condensed Consolidated Statements of Operations related to its forward currency contracts designated as cash flow hedges.

At June 28, 2024, the Company’s forward currency contracts have a Mexican Peso notional amount of approximately $ 420.0 million and a U.S.

Dollar aggregate notional amount of $ 24.0 million.

During the three months ended March 29, 2024, the Company recognized a realized gain of $ 0.1 million on its Condensed Consolidated Statements of Operations related to its forward currency contracts designated as cash flow hedges.

During the three and six months ended June 28, 2024, the Company recognized a realized gain of $ 0.3 million and $ 0.5 million, respectively on its Condensed Consolidated Statements of Operations related to its forward currency contracts designated as cash flow hedges.

Net Investment Hedges

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

These contracts have a Swiss Franc notional amount of approximately ₣ 1.22 billion and a U.S.

Dollar aggregate notional amount of $ 1.35 billion as of April 4, 2025.

These contracts have a Swiss Franc notional amount of approximately 1.22 billion Swiss Franc and a U.S.

Dollar aggregate notional amount of $ 1.35 billion as of July 4, 2025.

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 Condensed Consolidated Balance Sheet as part of Accumulated other comprehensive loss and in the Company’s Condensed Consolidated Statements of Comprehensive Income (Loss) as part of the foreign currency translation adjustment.

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

ENOVIS CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

The Company received interest income on its cross-currency swap derivatives of $ 12.2 million and $ 2.6 million for the three months ended April 4, 2025 and three months ended March 29, 2024, respectively, which is included within Interest expense, net in the Condensed Consolidated Statements of Operations.

The increased benefit reflects increased hedging activity entered into during the third quarter of 2024.

(Loss) as part of the foreign currency translation adjustment.

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

The Company received interest income on its cross-currency swap derivatives of $ 12.0 million and $ 24.3 million for the three and six months ended July 4, 2025 and $ 5.7 million and $ 8.3 million for the three and six months ended June 28, 2024, respectively, which is included within Interest expense, net in the Condensed Consolidated Statements of Operations.

The increased benefit reflects the increase in net investment hedging activity with cross-currency swap agreements entered into during the third quarter of 2024.

In January 2025, cross-currency swap agreements designated as net investment hedges with a 272 million Swiss Franc notional amount were de-designated and settled for a $ 1.6 million cash inflow reflected within investing activities in the Consolidated Statements of Cash Flows.

4 unchanged sentences

The Company contemporaneously entered into new cross-currency swap agreements for the same Swiss Franc notional amount and designated them as a hedge of its net investment in its Swiss Franc-denominated subsidiaries.

The following table presents the effect of the Company’s designated hedging instruments on Accumulated other comprehensive income (loss) for the three months ended April 4, 2025 and March 29, 2024:

Three Months Ended

April 4, 2025 March 29, 2024

(In thousands)

The following table presents the effect of the Company’s designated hedging instruments on Accumulated other comprehensive income (loss) for the three and six months ended July 4, 2025 and June 28, 2024:

Three Months Ended Six Months Ended

July 4, 2025 June 28, 2024 July 4, 2025 June 28, 2024

(In thousands) (In thousands)

Gain (loss) on cross-currency swaps $ ( 115,070 ) $ ( 5,965 ) $ ( 173,005 ) $ 25,426

1 unchanged sentence

$ ( 111,650 ) $ ( 9,252 ) $ ( 166,702 ) $ 23,484

ENOVIS CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Non-Designated Hedging Instruments

1 unchanged sentence

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.

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

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

From inception of the forward contracts on October 4, 2023 through the closing of the Lima Acquisition on January 3, 2024, the foreign currency forward contracts settled in an overall realized gain position of $ 13.4 million.

ENOVIS CORPORATION

NOTES TO CONDENSED 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 Condensed Consolidated Balance Sheets as of April 4, 2025 and December 31, 2024:

(In thousands) Location on Unaudited Consolidated Balance Sheets (1)

April 4, 2025 December 31, 2024

July 4, 2025 December 31, 2024

Derivative Assets

18 unchanged sentences

For further description of the Company’s litigation and contingencies, reference is made to Note 18, “Commitments and Contingencies” in the Notes to Consolidated Financial Statements in the Company’s 2024 Form 10-K.

ENOVIS CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Segment Information

2 unchanged sentences

• Recon - an innovation market-leader positioned in the fast-growing surgical implant business, offering a comprehensive suite of reconstructive joint products for the hip, knee, shoulder, elbow, foot, ankle, and finger, and surgical productivity tools.

The Company’s management, including the chief operating decision maker, evaluates the operating results of each of its reportable segments based upon Net sales and Adjusted EBITDA, which excludes the effect of Other (income) expense, net, non-operating (gain) loss on investments, debt extinguishment charges, interest expense, net, restructuring and certain other charges, Medical Device Regulation (MDR) and other costs, strategic transaction costs, stock-based compensation, depreciation and other amortization, acquisition-related intangible asset amortization, purchase of royalty interest, insurance settlement loss (gain), goodwill impairment charges, and inventory step-up charges from the results of the Company’s operating segments.

ENOVIS CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

The Company’s management, including the chief operating decision maker, evaluates the operating results of each of its reportable segments based upon Net sales and Adjusted EBITDA, which excludes the effect of Other (income) expense, net, non-operating (gain) loss on investments, debt extinguishment charges, interest expense, net, restructuring charges, Medical Device Regulation (MDR) and other costs, strategic transaction costs, stock-based compensation, depreciation and other amortization, acquisition-related intangible asset amortization, purchase of royalty interest, insurance settlement loss (gain), goodwill impairment charges, and inventory step-up charges from the results of the Company’s operating segments.

The Company’s segment results were as follows:

Three Months Ended

April 4, 2025 March 29, 2024

Three Months Ended Six Months Ended

July 4, 2025 June 28, 2024 July 4, 2025 June 28, 2024

(In thousands)

17 unchanged sentences

Adjusted EBITDA (non-GAAP) $ 97,149 $ 90,214 $ 196,324 $ 173,448

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

Three Months Ended

April 4, 2025 March 29, 2024

ENOVIS CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

The following is a reconciliation of Net Loss to Adjusted EBITDA:

Three Months Ended Six Months Ended

July 4, 2025 June 28, 2024 July 4, 2025 June 28, 2024

(In thousands)

Loss from continuing operations before income taxes (GAAP) $ ( 57,349 ) $ ( 79,245 )

Restructuring and other costs (1)

Net Loss (GAAP) $ ( 36,548 ) $ ( 18,512 ) $ ( 92,253 ) $ ( 90,353 )

Loss from discontinued operations, net of taxes 93 68 218 68

Income tax expense (benefit) 10,801 ( 8,908 ) 9,032 ( 16,312 )

Restructuring charges (1)

920 4,587 4,829 17,498

MDR and other costs (2)

3,318 4,542 6,558 9,460

Strategic transaction costs (3)

7 unchanged sentences

Other (income) expense, net (4)

( 436 ) ( 33,836 ) 956 ( 9,601 )

Adjusted EBITDA (non-GAAP) $ 97,149 $ 90,214 $ 196,324 $ 173,448

(1) Restructuring and other charges includes an immaterial expense classified as Cost of sales on the Company’s Condensed Consolidated Statements of Operations for the three months ended April 4, 2025.

(2) Primarily related to costs specific to compliance with medical device reporting regulations and other requirements of the European Union Medical Devices Regulation.

(1) Restructuring charges include $ 0.2 million and $ 0.3 million expense classified as Cost of sales on the Company’s Condensed Consolidated Statements of Operations for the three and six months ended July 4, 2025, respectively.

There were no similar charges for the three and six months ended June 28, 2024.

(2) MDR and other costs includes (i) $ 2.8 million and $ 5.4 million for the three and six months ended July 4, 2025 and $ 4.4 million and $ 8.8 million for the three and six months ended June 28, 2024, respectively, in non-recurring costs specific to updating our quality system, product labeling, asset write-offs and product remanufacturing to comply with the medical device reporting regulations and other requirements of the new medical device regulations in the European Union for devices which were introduced to the market prior to the regulation and (ii) $ 0.4 million and $ 1.1 million for the three and six months ended July 4, 2025 and $ 0.1 million and $ 0.6 million for the three and six months ended June 28, 2024, respectively, of expenses to resolve certain infrequent, non-recurring regulatory or other legal matters.

These costs are classified as Selling, general and administrative expense on our Condensed Consolidated Statements of Operations.

(3) Primarily relates to integration costs associated with the Lima Acquisition.

(3) Strategic transaction costs includes:

(i) $ 7.8 million and $ 16.5 million for the three and six months ended July 4, 2025 and $ 19.5 million and $ 37.7 million for the three and six months ended June 28, 2024, respectively, related to non-recurring integration costs associated with the Lima Acquisition, which includes payroll and retention costs for roles to be eliminated or that are dedicated to integration activities, professional and consulting fees specifically incurred to consummate the acquisition and advise and facilitate on post-acquisition integration matters including legal entity consolidation, costs associated with rebranding and marketing acquired business under Enovis name, such as marketing materials, trade show redesign costs and product labeling, and integration related costs associated with sales agent and distributor network rationalization, including contract termination and retention expenses, supply chain and portfolio integration, and quality management system consolidation, (ii) $ 5.4 million and $ 8.2 million for the three and six months ended July 4, 2025 and $ 2.0 million and $ 3.0 million for the three and six months ended June 28, 2024, respectively, of non-recurring (non-Lima) acquisition integration costs and other non-recurring project costs for global ERP rationalization and shared service center start-up, and (iii) $ 0.3 million and $ 0.8 million for the three and six months ended July 4, 2025 and $ 1.2 million and $ 2.8 million for the three and six months ended June 28, 2024, respectively, related to the Separation of our former fabrication technology business.

These costs are classified as Selling, general and administrative expense on our Condensed Consolidated Statements of Operations.

(4) Includes the final fair value loss adjustment for the Contingent Acquisition Shares in 2025, and the fair value gain on Contingent Acquisition Shares in 2024, partially offset by a loss on the non-designated forward currency hedge for managing exchange rate risk related to the Euro-denominated purchase price of the Lima Acquisition.

2 unchanged sentences

The Company’s total assets and capital expenditures by segment were as follows:

April 4, 2025 December 31, 2024

July 4, 2025 December 31, 2024

(In thousands)

4 unchanged sentences

(1) Includes allocation of certain centrally managed assets, including cash and cash equivalents.

Three Months Ended

April 4, 2025 March 29, 2024

Three Months Ended Six Months Ended

July 4, 2025 June 28, 2024 July 4, 2025 June 28, 2024

(In thousands)

4 unchanged sentences

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

What changed 10-Q

Item 1. Financial Statements