Item 8. Financial Statements and Supplementary Data
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) 61
Report of Independent Registered Public Accounting Firm – Consolidated Financial Statements ( Ernst & Young LLP , Philadelphia, PA, Auditor Firm ID: 42 )
62
Consolidated Statements of Operations 64
Consolidated Statements of Comprehensive Income (Loss) 65
Consolidated Balance Sheets 66
Consolidated Statements of Equity 67
Consolidated Statements of Cash Flows 68
Notes to Consolidated Financial Statements 69
Note 1. Organization and Nature of Operations 69
Note 2. Summary of Significant Accounting Policies 69
Note 3. Recently Issued Accounting Pronouncements 75
Note 4. Discontinued Operations 76
Note 5. Acquisitions and Divestitures
77
Note 6. Revenue 80
Note 7. Net Income (Loss) Per Share from Continuing Operations
81
Note 8. Income Taxes 82
Note 9. Goodwill and Intangible Assets 87
Note 10. Property, Plant and Equipment, Net 88
Note 11. Inventories, Net 88
Note 12. Leases 89
Note 13. Debt 89
Note 14. Equity 91
Note 15. Accrued Liabilities 95
Note 16. Defined Benefit Plans 96
Note 17. Financial Instruments and Fair Value Measurements 100
Note 18. Commitments and Contingencies 103
Note 19. Segment Information 104
60
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, 2025, 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, 2025, based on the COSO criteria.
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, 2025 and 2024, 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, 2025, and the related notes and financial statement schedule listed in the Index 15(A)(2) and our report dated February 26, 2026 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 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, 2026
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, 2025 and 2024, 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, 2025, 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, 2025 and 2024, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2025, 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, 2025, 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, 2026 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 Matter
The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments. The communication of the critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.
62
Evaluation of Goodwill Impairment
Description of the Matter At December 31, 2025, the Company’s goodwill allocated to the Prevention & Recovery reporting unit and Reconstructive reporting unit was $401 million and $317 million, respectively. As discussed in Note 2 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. During the third and fourth quarters of 2025, 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 both reporting units. The Company performed an interim quantitative goodwill impairment test as of the last day of the third quarter and recorded a goodwill impairment charge of $222 million and $319 million related to the Prevention & Recovery and Reconstructive reporting units, respectively. The Company also performed a quantitative goodwill impairment test as of December 31, 2025 and recorded a goodwill impairment charge of $158 million and $343 million related to the Prevention & Recovery and Reconstructive reporting units, respectively.
Auditing the Company's goodwill impairment tests 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 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 models.
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.
/s/ Ernst & Young LLP
We have served as the Company’s auditor since 2002.
Philadelphia, Pennsylvania
February 26, 2026
63
ENOVIS CORPORATION
CONSOLIDATED STATEMENTS OF OPERATIONS
Dollars in thousands, except per share amounts
Year Ended December 31,
2025 2024 2023
Net sales $ 2,248,049 $ 2,107,623 $ 1,707,197
Cost of sales 902,789 926,867 716,418
Gross profit 1,345,260 1,180,756 990,779
Selling, general and administrative expense 1,070,151 1,027,354 830,305
Research and development expense 120,332 91,298 75,331
Amortization of acquired intangibles 173,646 165,533 133,517
Purchase of royalty interest 45,818 — —
Restructuring and other charges 9,790 27,290 17,335
Goodwill impairment charge 1,049,751 645,000 —
Operating loss ( 1,124,228 ) ( 775,719 ) ( 65,709 )
Interest expense, net 34,823 57,100 19,749
Debt extinguishment charges — — 7,333
Other (income) expense, net 367 ( 9,895 ) ( 25,663 )
Loss from continuing operations before income taxes ( 1,159,418 ) ( 822,924 ) ( 67,128 )
Income tax expense (benefit) 22,293 4,492 ( 13,289 )
Net loss from continuing operations ( 1,181,711 ) ( 827,416 ) ( 53,839 )
Income (loss) from discontinued operations, net of taxes ( 1,909 ) 2,601 21,108
Net loss ( 1,183,620 ) ( 824,815 ) ( 32,731 )
Less: net income attributable to noncontrolling interest from continuing operations - net of taxes 820 679 530
Net loss attributable to Enovis Corporation $ ( 1,184,440 ) $ ( 825,494 ) $ ( 33,261 )
Net income (loss) per share - basic and diluted
Continuing operations $ ( 20.72 ) $ ( 14.98 ) $ ( 1.00 )
Discontinued operations $ ( 0.03 ) $ 0.05 $ 0.39
Consolidated operations $ ( 20.75 ) $ ( 14.93 ) $ ( 0.61 )
See Notes to Consolidated Financial Statements.
64
ENOVIS CORPORATION
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
Dollars in thousands
Year Ended December 31,
2025 2024 2023
Net loss $ ( 1,183,620 ) $ ( 824,815 ) $ ( 32,731 )
Other comprehensive income (loss):
Foreign currency translation 196,726 ( 112,434 ) 66,513
Unrealized gain (loss) on hedging activities, net of tax expense (benefit) of $ 36 , $ 1,869 and $( 8,795 )
( 159,932 ) 6,198 ( 27,943 )
Changes in unrecognized pension, net of tax expense (benefit) of $ 916 , $( 624 ) and $( 1,343 )
4,897 5,285 ( 8,052 )
Amounts reclassified from Accumulated other comprehensive loss:
Amortization of pension net actuarial gain (loss), net of tax expense (benefit) of $( 1,134 ), $ 224 and $( 356 )
( 4,654 ) ( 1,266 ) ( 1,976 )
Reclassification of hedging gain (loss), net of tax expense (benefit) of $ — , $( 308 ), and $ 22
( 271 ) ( 965 ) 70
Other comprehensive income (loss) 36,766 ( 103,182 ) 28,612
Comprehensive loss ( 1,146,854 ) ( 927,997 ) ( 4,119 )
Less: comprehensive income (loss) attributable to noncontrolling interest ( 47 ) ( 71 ) 593
Comprehensive loss attributable to Enovis Corporation $ ( 1,146,807 ) $ ( 927,926 ) $ ( 4,712 )
See Notes to Consolidated Financial Statements.
65
ENOVIS CORPORATION
CONSOLIDATED BALANCE SHEETS
Dollars in thousands, except share amounts
December 31,
2025 2024
ASSETS
CURRENT ASSETS:
Cash and cash equivalents $ 36,389 $ 48,167
Trade receivables, less allowance for credit losses of $ 25,609 and $ 24,466
442,786 407,031
Inventories, net 584,379 547,120
Prepaid expenses 42,283 36,246
Other current assets 101,222 107,882
Total current assets 1,207,059 1,146,446
Property, plant and equipment, net 507,063 404,500
Goodwill 718,299 1,692,709
Intangible assets, net 1,236,713 1,317,429
Lease asset - right of use 72,256 68,915
Other assets 93,347 88,778
Total assets $ 3,834,737 $ 4,718,777
LIABILITIES AND EQUITY
CURRENT LIABILITIES:
Current portion of long-term debt $ 35,000 $ 20,027
Accounts payable 187,531 179,098
Accrued liabilities 375,943 329,873
Total current liabilities 598,474 528,998
Long-term debt, less current portion 1,261,793 1,309,473
Non-current lease liability 58,000 52,461
Other liabilities 424,568 263,516
Total liabilities 2,342,835 2,154,448
Equity:
Common stock, $ 0.001 par value; 133,333,333 shares authorized; 57,194,781 and 55,876,517 issued and outstanding as of December 31, 2025 and December 31, 2024, respectively
57 56
Additional paid-in capital 3,048,414 2,973,121
Accumulated deficit ( 1,467,463 ) ( 283,023 )
Accumulated other comprehensive loss ( 91,363 ) ( 127,892 )
Total Enovis Corporation equity 1,489,645 2,562,262
Noncontrolling interest 2,257 2,067
Total equity 1,491,902 2,564,329
Total liabilities and equity $ 3,834,737 $ 4,718,777
See Notes to Consolidated Financial Statements.
66
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, 2023 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 income, 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
Net income (loss) — — — ( 1,184,440 ) — 820 ( 1,183,620 )
Distributions to noncontrolling owners — — — — — ( 867 ) ( 867 )
Payments of tax withholding for stock-based awards — — ( 3,504 ) — — — ( 3,504 )
Other comprehensive loss, net of tax benefit of $ 182
— — — — 36,529 237 36,766
Common stock issued for acquisition 971,343 1 44,409 — — — 44,410
Common stock-based award activity 346,921 — 34,388 — — — 34,388
Balance at December 31, 2025 57,194,781 $ 57 $ 3,048,414 $ ( 1,467,463 ) $ ( 91,363 ) $ 2,257 $ 1,491,902
See Notes to Consolidated Financial Statements.
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ENOVIS CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
Dollars in thousands
Year Ended December 31,
2025 2024 2023
Cash flows from operating activities:
Net loss $ ( 1,183,620 ) $ ( 824,815 ) $ ( 32,731 )
Adjustments to reconcile net loss to net operating cash flows:
Goodwill and asset impairment 1,049,751 650,308 —
Depreciation and amortization 294,378 284,796 217,109
Stock-based compensation expense 32,922 29,662 34,065
Non-cash interest expense 7,378 5,274 2,742
Fair value gain on contingency shares 1,787 ( 20,117 ) —
Unrealized loss (gain) on currency hedges — 11,123 ( 24,311 )
Debt extinguishment charges — — 7,333
Deferred income tax expense (benefit) ( 2,226 ) ( 10,016 ) ( 27,412 )
(Gain) loss on sale of property, plant and equipment 1,458 1,218 ( 14,539 )
Changes in operating assets and liabilities:
Trade receivables, net ( 10,752 ) ( 57,051 ) ( 16,316 )
Inventories, net ( 11,981 ) 39,071 ( 24,737 )
Accounts payable ( 1,137 ) 13,982 ( 6,638 )
Other operating assets and liabilities 39,335 ( 9,931 ) 20,423
Net cash provided by operating activities 217,293 113,504 134,988
Cash flows from investing activities:
Purchases of property, plant and equipment and intangibles ( 197,376 ) ( 180,714 ) ( 122,223 )
Proceeds from sale of property, plant and equipment — — 32,571
Payments for acquisitions, net of cash received, and investments ( 26,859 ) ( 769,914 ) ( 152,815 )
Proceeds from sale of business, net 43,263 — —
Cash received (paid) for settlement of derivative 1,601 ( 4,845 ) —
Net cash used in investing activities ( 179,371 ) ( 955,473 ) ( 242,467 )
Cash flows from financing activities:
Proceeds from borrowings on term credit facility 335,000 400,000 —
Repayments of borrowings under term credit facility ( 23,750 ) ( 20,000 ) ( 219,468 )
Proceeds from borrowings on revolving credit facilities and other 209,000 992,000 455,000
Repayments of borrowings on revolving credit facilities and other ( 557,175 ) ( 512,773 ) ( 478,337 )
Proceeds from borrowings on senior unsecured convertible notes — — 460,000
Payment of debt issuance costs ( 6,674 ) ( 703 ) ( 25,676 )
Proceeds from issuance of common stock, net 1,318 1,874 1,776
Payment of capped call transactions — — ( 61,962 )
Payments of tax withholding for stock-based awards ( 3,504 ) ( 4,772 ) —
Deferred consideration payments and other ( 6,615 ) ( 8,805 ) ( 3,536 )
Net cash provided by (used in) financing activities ( 52,400 ) 846,821 127,797
Effect of foreign exchange rates on Cash and cash equivalents 2,700 ( 1,517 ) 219
Increase (decrease) in Cash and cash equivalents and restricted cash ( 11,778 ) 3,335 20,537
Cash and cash equivalents and restricted cash, beginning of period 48,167 44,832 24,295
Cash and cash equivalents and restricted cash, end of period $ 36,389 $ 48,167 $ 44,832
Supplemental disclosures:
Interest payments $ 27,445 $ 51,826 $ 16,328
Income tax payments, net $ 18,379 $ 10,798 $ 12,515
Common stock issued for acquisition, net of issuance costs $ 44,410 $ 45,575 $ —
See Notes to Consolidated Financial Statements.
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ENOVIS CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. Organization and Nature of Operations
Enovis Corporation (the “Company” or “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 and ankle, along with 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 a term loan under the credit agreement and its previously completed offering of 3.875 % convertible senior notes due 2028. See Note 5 “Acquisitions and Divestitures” and Note 13 “Debt” for further information.
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.
Prior to rebranding the Company’s specialty medical technology business as Enovis in 2022, the Company was also a leading diversified industrial technology company that provided air and gas handling and fabrication technology products. The Company sold its air & gas handling business in 2019 and completed the separation of its fabrication technology business into a into an independent, publicly traded company (ESAB) in 2022 (the “Separation”). The accompanying Consolidated Financial Statements include the following in discontinued operations: (1) the release of uncertain tax positions, charges related to the indemnity receivable from ESAB, and certain divestiture-related expenses in conjunction with the Separation, and (2) divestiture-related expenses and gain on disposal from the sale of a retained facility from the air and handling divestiture in 2023. 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.
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
69
ENOVIS CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
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, 2025, the Company held investments of $ 21.4 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, 2025 and 2024, the Company’s share of the loss of the equity method investment was $ 0.6 million. 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 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 Net 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
70
ENOVIS CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
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 $ 0.9 million, $ 0.6 million and $ 0.2 million for the years ended December 31, 2025, 2024 and 2023, 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, 2025, 2024 and 2023, the Company received interest income on its cross-currency swap agreements of $ 48.0 million, and $ 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. There were no restricted cash balances as of December 31, 2025 and 2024. The balance in restricted cash as of December 31, 2023 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 Divestitures" 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.
The following table summarizes the Company’s position in Cash and cash equivalents and restricted cash as presented in the Consolidated Statements of Cash Flows:
December 31,
2025 2024 2023
(In thousands)
Cash and cash equivalents
$ 36,389 $ 48,167 $ 36,191
Restricted cash
— — 8,641
Cash and cash equivalents and restricted cash
$ 36,389 $ 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.
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ENOVIS CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
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 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, 2025, the Company first identified an impairment indicator associated with a continued sustained decline in the Company’s publicly quoted share price and market capitalization, relative to the carrying value of our reporting units in the third quarter of 2025. Accordingly, the Company performed a quantitative assessment of Goodwill as of the last day of the third quarter of 2025. The fair values of the reporting units were equally weighted 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. These fair value estimates were based 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 each of the Prevention & Recovery and Reconstructive reporting units exceeded their fair values as of October 3, 2025. As a result, the Company recognized a non-cash goodwill impairment charge of $ 540.8 million in the quarter ended October 3, 2025 ($ 222.3 million for the P&R reporting unit and $ 318.6 million for the Reconstructive reporting unit).
Based upon a further continued sustained decline in the Company’s publicly quoted share price and market capitalization, relative to the carrying value of our reporting units, the Company performed a quantitative assessment of Goodwill as of the last day of the fourth quarter of 2025. Based on 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 December 31, 2025. 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, reduced market multiples to the low end of acceptable ranges, and increased the weighted
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average cost of capital. As a result, the Company recognized a non-cash goodwill impairment charge of $ 501.0 million ($ 157.6 million for the Prevention & Recovery reporting unit and $ 343.4 million for the Reconstructive 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.
For the years ended December 31, 2024, the Company recognized a non-cash Goodwill impairment charge of $ 645.0 million ($ 315.0 million for the P&R reporting unit and $ 330.0 million for the Recon reporting unit) in connection with our annual impairment.
As of December 31, 2025, including the charges from the year ended December 31, 2024, the accumulated non-cash goodwill impairment loss is $ 1.7 billion ($ 767.9 million for the Prevention and Recovery reporting unit and $ 924.8 million for the Reconstructive reporting unit). 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 year ended December 31, 2023, 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, 2025 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 years, 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, 2025, 2024 and 2023.
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.
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.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
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.
The Company recognized net foreign currency transaction gains of $ 2.0 million in the year ended December 31, 2025 and losses of $ 3.5 million and $ 2.7 million in the years ended December 31, 2024 and 2023, respectively, in Selling, general and administrative expense 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.
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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.
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 2025 and the recently issued standards currently being evaluated.
Adopted Standards
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. 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 income tax disclosures. See Note 8 “Income Taxes” for further information.
Standards to be Implemented
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, as clarified by ASU No. 2025-01, 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.
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 an entity to account for a settlement as an induced conversion if the inducement offer includes the issuance of all consideration (in form and 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 statements.
In July 2025, the FASB issued ASU 2025-05 — Financial Instruments — Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets . This amendment simplifies the guidance in ASC 326 related to the estimation of credit losses on current accounts receivable and current contract assets arising from transactions accounted for under ASC 606. This update allows entities to elect a practical expedient, which permits the assumption that the current conditions as of the balance sheet date remain unchanged for the remaining life of the asset in the development of a reasonable and supportable forecast. Update No. 2025-05 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 statements.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
In November 2025, the FASB issued ASU 2025-09 — Derivatives and Hedging (Topic 815): Hedge Accounting Improvements . This updates certain aspects of hedge accounting guidance to better reflect an entity’s risk management activities in its financial statements. Also, the guidance simplifies the application of cash flow hedge accounting to forecasted interest payments on variable-rate debt instruments with contractual terms that permit the borrower to change the debt’s interest rate index or tenor. Update No. 2025-09 is effective for all annual reporting periods beginning after December 15, 2026, and interim periods within those annual reporting periods. The Company is currently evaluating the impact of this ASU on its consolidated financial statements. In December 2025, the FASB issued ASU 2025-12 — Codification Improvements . This issuance impacts multiple topics in order to clarify, correct errors, or make other improvements to the Codification. Initially, the only topic relevant to the Company is “Issue 4: Clarify the Calculation of Earnings per Share When a Loss from Continuing Operations Exists,” which will be reviewed further along with other issues in the update. Update No. 2025-12 is effective for all annual reporting periods beginning after December 15, 2026, and interim periods within those annual reporting periods. 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.
4. Discontinued Operations
Summary of Items Treated as Discontinued Operations
Income (loss) from discontinued operations, net of taxes includes: (1) the release of uncertain tax positions, charges related to the indemnity receivable from ESAB, and certain divestiture-related expenses in conjunction with the Separation, and (2) divestiture-related expenses and gain on disposal from the sale of a retained facility from the air and handling divestiture in 2023.
Items Related to the 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 and incurred divestiture-related expenses for maintenance, cost to sell the facility, and related professional and legal fees. In the third quarter of 2023, the Company sold its retained interest in the facility and recorded a gain of $ 15.5 million. Accordingly, the accompanying Consolidated Financial Statements reflect the gain on disposal and the divestiture-related expenses for the year ended December 31, 2023 as discontinued operations.
The following table presents further detail into the financial results from discontinued operations:
Year Ended December 31,
2025 2024 2023
(in thousands)
Gain on disposal of facility $ — $ — $ ( 15,517 )
Divestiture-related expenses and other 1,118 2,647 4,387
Income (loss) from discontinued operations before income taxes ( 1,118 ) ( 2,647 ) 11,130
Income tax (benefit) expense 791 ( 5,248 ) ( 9,978 )
Income (loss) from discontinued operations, net of taxes $ ( 1,909 ) $ 2,601 $ 21,108
The following table presents amounts in the Consolidated Statements of Cash Flows from discontinued operations :
Year Ended December 31,
2025 2024 2023
(in thousands)
Cash used in operating activities $ 444 $ 146 $ 1,970
Cash provided by investing activities $ — $ — $ 33,264
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
5. Acquisitions and Divestitures
2025 Acquisitions
In 2025, the Company completed five business combinations and two asset acquisitions of intellectual property for total consideration of $ 36.9 million, including deferred and estimated contingent consideration. The business combinations include two P&R businesses and three Recon distributors, and the intellectual property asset acquisitions include one in each segment.
For the transactions in P&R completed during the year ended December 31, 2025, the Company (i) paid a total of $ 7.8 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 year ended December 31, 2025, the Company (i) paid a total of $ 9.7 million, net of cash received, and recorded estimated contingent consideration for future expected payments of $ 1.0 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 recorded approximately $ 20.7 million in definite-lived intangible assets associated with the business combinations acquisitions. The accounting for these business combinations have been finalized, and the assets and liabilities acquired are no longer subject to adjustment. The intellectual property acquisitions are accounted for as asset acquisitions. The Company also recorded an additional $ 16.3 million in definite-lived intangible assets associated with its asset acquisitions.
2025 Divestiture
On October 7, 2025, the Company completed the divestiture of the Dr Comfort Footcare Solutions product line of the Company’s P&R segment to Promus Equity Partners in an asset transaction that included inventory, machinery and equipment, and intangible assets for consideration of up to $ 60.0 million in cash, consisting of an upfront payment of $ 45.0 million and up to $ 15.0 million payable in the future upon the achievement of certain milestones (the “Dr Comfort Divestiture”). The intangibles include all trademarks and technology of Dr Comfort as well as U.S. customer relationships. The Dr Comfort Divestiture does not represent a strategic shift that has a major effect on the Company’s operations and financial results and is therefore not presented as a discontinued operation.
Management allocated approximately $ 18.8 million of the total P&R goodwill to Dr Comfort. The Company recognized an impairment loss of $ 7.9 million on the net assets sold, which was reflected within Goodwill impairment charge on the Consolidated Statements of Operations. The cash proceeds received, net of cost to sell was $ 43.3 million, which is reflected within Proceeds from sale of business, net on the Consolidated Statements of Cash Flows.
The following summarizes the final assets and liabilities divested:
October 3, 2025
(In thousands)
NET ASSETS DIVESTED
Inventories, net $ 13,741
Property, plant, and equipment, net 920
Lease asset - right of use 1,429
Goodwill (1)
11,228
Intangible assets, net 17,370
Less: Lease liabilities
( 1,425 )
Proceeds from sale of business, net
$ 43,263
(1) This represents the remaining goodwill balance as of October 3, 2025 after the impairment charge.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
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 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, which was 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. The Contingent Acquisition Shares liability was $ 0.0 million and $ 42.6 million, as of December 31, 2025 and 2024, respectively. The fair value adjustments resulted in a loss of $ 1.8 million for the year ended December 31, 2025 and 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, 2025 December 31, 2024 December 31, 2023
(In thousands)
Net Sales $ 2,248,049 $ 2,107,623 $ 2,003,068
Net loss from continuing operations attributable to Enovis ( 1,170,448 ) ( 807,388 ) ( 171,619 )
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.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
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.
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 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.
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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,
2025 2024 2023
(In thousands)
Prevention & Recovery:
U.S. Bracing & Support $ 486,240 $ 469,315 $ 456,129
U.S. Other P&R 271,635 270,740 269,826
International P&R
379,093 357,902 350,821
Total Prevention & Recovery 1,136,968 1,097,957 1,076,776
Reconstructive:
U.S. Reconstructive 537,458 505,621 426,405
International Reconstructive 573,623 504,045 204,016
Total Reconstructive 1,111,081 1,009,666 630,421
Total $ 2,248,049 $ 2,107,623 $ 1,707,197
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, 2025
Balance at
Beginning
of Period Charged to Expense, net Write-Offs, Deductions and Other, net Foreign
Currency
Translation Balance at
End of
Period
(In thousands)
Allowance for Credit Losses $ 24,466 $ 3,030 $ ( 3,174 ) $ 1,287 $ 25,609
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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,
2025 2024 2023
(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)
$ ( 1,182,531 ) $ ( 828,095 ) $ ( 54,369 )
Weighted-average shares of Common stock outstanding – basic
57,068,626 55,280,647 54,494,823
Net income (loss) per share from continuing operations – basic
$ ( 20.72 ) $ ( 14.98 ) $ ( 1.00 )
Computation of Net income (loss) per share from continuing operations - diluted:
Net income (loss) from continuing operations attributable to Enovis Corporation (1)
$ ( 1,182,531 ) $ ( 828,095 ) $ ( 54,369 )
Weighted-average shares of Common stock outstanding – basic
57,068,626 55,280,647 54,494,823
Net effect of potentially dilutive securities - stock options and restricted stock units — — —
Weighted-average shares of Common stock outstanding – diluted
57,068,626 55,280,647 54,494,823
Net income (loss) per share from continuing operations – diluted
$ ( 20.72 ) $ ( 14.98 ) $ ( 1.00 )
(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, 2025, 2024 and 2023 excludes 2.0 million, 1.4 million, and 1.2 million outstanding stock-based compensation awards, respectively, as their inclusion would be anti-dilutive.
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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,
2025 2024 2023
(In thousands)
Income (loss) from continuing operations before income taxes:
Domestic operations $ ( 726,211 ) $ ( 828,834 ) $ ( 114,700 )
Foreign operations ( 433,207 ) 5,910 47,572
$ ( 1,159,418 ) $ ( 822,924 ) $ ( 67,128 )
Income tax expense (benefit):
Current:
Federal $ 212 $ 3,114 $ 949
State 2,140 2,222 4,177
Foreign 22,167 9,172 8,997
$ 24,519 $ 14,508 $ 14,123
Deferred:
Domestic operations $ ( 3,792 ) $ 1,787 $ ( 22,866 )
Foreign operations 1,566 ( 11,803 ) ( 4,546 )
( 2,226 ) ( 10,016 ) ( 27,412 )
$ 22,293 $ 4,492 $ ( 13,289 )
See Note 4 “Discontinued Operations” for Income (loss) from discontinued operations and related income taxes.
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ENOVIS CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
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, 2025
Amount Percentage
(In thousands)
Income tax expense at the U.S. Federal statutory tax rate $ ( 243,478 ) 21.0 %
State and local income taxes, net of Federal income tax effect (1)
2,340 ( 0.2 ) %
Foreign tax effects:
Australia
Goodwill impairment 2,790 ( 0.2 ) %
Other ( 1,262 ) 0.1 %
France
Goodwill impairment 2,992 ( 0.3 ) %
Other 228 — %
Germany
Statutory tax rate difference ( 1,046 ) 0.1 %
Effect of changes in tax laws 4,710 ( 0.4 ) %
Foreign exchange impact ( 2,410 ) 0.2 %
Other ( 16 ) — %
Italy
Statutory tax rate difference ( 6,151 ) 0.5 %
Goodwill impairment 50,175 ( 4.3 ) %
Other 754 ( 0.1 ) %
Mexico
Changes in valuation allowances 3,127 ( 0.3 ) %
Other 511 — %
Switzerland
Statutory tax rate difference 31,506 ( 2.7 ) %
Subnational tax effects 1,535 ( 0.1 ) %
Goodwill impairment 8,993 ( 0.8 ) %
Foreign exchange impact 1,674 ( 0.1 ) %
Changes in valuation allowances 13,771 ( 1.2 ) %
Other ( 141 ) — %
Other foreign jurisdictions 3,304 ( 0.3 ) %
Effect of cross-border tax laws:
Global intangible low-taxed income 6,702 ( 0.6 ) %
Other 1,514 ( 0.1 ) %
Tax credit:
Research and development tax credits ( 3,687 ) 0.3 %
Changes in valuation allowances 25,653 ( 2.2 ) %
Nontaxable or nondeductible items:
Non-deductible employee compensation 5,346 ( 0.5 ) %
Goodwill impairment 107,963 ( 9.3 ) %
Gain/Loss on disposition of business 2,290 ( 0.2 ) %
Other 644 ( 0.1 ) %
Changes in unrecognized tax benefits 1,962 ( 0.2 ) %
Income tax expense $ 22,293 ( 1.9 ) %
(1) The tax effect in this category primarily reflects state and local taxes in Alabama, California, Florida, Georgia, Illinois, Indiana, Massachusetts, New York, Pennsylvania, and Tennessee.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
Year Ended December 31,
2024 2023
(In thousands)
Amount Percentage Amount Percentage
Taxes calculated at the U.S. federal statutory rate $ ( 172,814 ) 21.0 % $ ( 14,097 ) 21.0 %
State taxes ( 6,724 ) 0.8 % ( 1,835 ) 2.7 %
Effect of tax rates on international operations ( 6,354 ) 0.8 % ( 3,053 ) 4.5 %
Changes in valuation allowance 52,815 ( 6.4 ) % 4,646 ( 6.9 ) %
Changes in tax reserves 565 ( 0.1 ) % ( 2,182 ) 3.3 %
Research and development tax credits ( 5,414 ) 0.7 % ( 4,499 ) 6.7 %
Net items not deductible (taxable) 1,908 ( 0.2 ) % ( 1,478 ) 2.2 %
U.S. tax on international operations 1,318 ( 0.2 ) % 2,789 ( 4.2 ) %
Non-includable transaction-related activities ( 1,679 ) 0.2 % 840 ( 1.3 ) %
Non-deductible employee compensation 5,502 ( 0.7 ) % 5,232 ( 7.8 ) %
Goodwill impairment 135,450 ( 16.5 ) % — — %
Other ( 81 ) — % 348 ( 0.5 ) %
Income tax expense (benefit) $ 4,492 ( 0.5 ) % $ ( 13,289 ) 19.8 %
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,
2025 2024
(In thousands)
Deferred tax assets:
Expenses currently not deductible $ 37,854 $ 32,231
Net operating loss and interest expense limitation carryforward 139,902 151,663
Tax credit carryforward 42,759 39,301
Depreciation and amortization 55,405 62,933
Inventory reserves and capitalization 33,055 25,805
Capitalized R&D expenditures 58,102 47,527
Cross-currency swap 45,438 5,110
Non-current lease liability 20,348 18,752
Other 9,924 5,754
Valuation allowance ( 226,857 ) ( 156,443 )
Deferred tax assets, net 215,930 232,633
Deferred tax liabilities:
Depreciation and amortization ( 263,586 ) ( 275,554 )
Inventory reserves and capitalization ( 3,270 ) —
Other ( 5,653 ) —
Lease asset - right of use ( 19,187 ) ( 18,022 )
Total deferred tax liabilities ( 291,696 ) ( 293,576 )
Total deferred tax liabilities, net $ ( 75,766 ) $ ( 60,943 )
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ENOVIS CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
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, 2025 , the Company’s $ 75.8 million net deferred tax liability is recorded on the balance sheet with $ 26.9 million as a component of Other Assets and $ 102.7 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, 2025, the valuation allowance increased from $ 156.4 million to $ 226.9 million with a net increase of $ 27.2 million recognized in Income tax expense (benefit), a $ 39.0 million increase related to unrealized loss on hedging activities, and a $ 4.2 million increase 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 $ 14.1 million of U.S. net operating losses expiring in years 2026 through 2045, $ 9.6 million of net operating losses that may be carried forward indefinitely and U.S. interest limitation carryforward of $ 53.6 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, 2025, the Company had $ 18.2 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 $ 5.4 million of net operating losses in Switzerland and Japan expiring between 2029 and 2031. The company has $ 44.4 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 $ 22.0 million foreign tax credit can be carried back one year and carried forward to tax years 2026 through 2035. The Company’s $ 16.7 million R&D credit can be carried back one year and carried forward to tax years 2026 through 2045. The Company has non-refundable R&D tax offsets of $ 4.1 million ca rrying forward indefinitely that that may be used to reduce Australian income tax in future periods.
The amounts of cash taxes paid, net of refunds are as follows:
Year Ended December 31, 2025
(In thousands)
Federal $ 1,770
State 1,920
Foreign:
Barbados 2,530
France 3,167
Italy 2,630
Mexico 1,518
All Other Foreign 4,844
Income taxes paid, net of refund $ 18,379
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ENOVIS CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
The Company records a liability for unrecognized income tax benefits for the amount of benefit included in its previously filed income tax returns and in its financial results expected to be included in income tax returns to be filed for periods through the date of its Consolidated Financial Statements for income tax positions for which it is not more likely than not to be sustained upon examination by the respective taxing authority. A reconciliation of the beginning and ending amount of gross unrecognized tax benefits is as follows:
(In thousands)
Balance, January 1, 2023 $ 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
Acquisitions and divestitures —
Addition for tax positions taken in prior periods 1,086
Addition for tax positions taken in the current period 6,779
Reductions related to settlements with taxing authorities —
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
Addition for tax positions taken in prior periods 3,501
Addition for tax positions taken in the current period 764
Reductions related to settlements with taxing authorities ( 1,876 )
Reductions resulting from a lapse of applicable statute of limitations ( 3,525 )
Other, including the impact of foreign currency translation 680
Balance, December 31, 2025 $ 30,980
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, Tunisia, and the United 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 $ 0.3 million, $( 0.1 ) million, and $( 2.0 ) million for the years ended December 31, 2025, 2024 and 2023, respectively. As of December 31, 2025 and 2024, we had accrued $ 2.5 million and $ 3.0 million, respectively, of interest and penalties related to unrecognized tax benefits.
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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, 2025 and 2024:
Prevention & Recovery Reconstructive Total
(In thousands)
Balance, January 1, 2024 $ 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
Goodwill attributable to divestiture (2)
( 18,823 ) — ( 18,823 )
Goodwill impairment ( 379,833 ) ( 662,006 ) ( 1,041,839 )
Impact of foreign currency translation 31,725 54,527 86,252
Balance, December 31, 2025 $ 400,931 $ 317,368 $ 718,299
(1) Includes purchase accounting adjustments associated with acquisitions discussed in Note 5 “Acquisitions and Divestitures.”
(2) As a result of the Dr Comfort Divestiture, the Company allocated a portion of the P&R goodwill to the Dr Comfort assets. The divestiture was completed on October 7, 2025. Includes the impairment from the sale totaling $ 7.9 million, which is reflected within the Goodwill impairment charge on the Consolidated Statements of Operations. See Note 5 “Acquisitions and Divestitures” for further information.
The Company performed a quantitative impairment test as of December 31, 2025 and determined the carrying value of each of the P&R and Recon reporting units exceeded their fair value due to a sustained decrease in our publicly quoted share price and market capitalization relative to the carrying values. As a result, the Company recognized a non-cash Goodwill impairment charge of $ 501.0 million ($ 157.6 million for the P&R reporting unit and $ 343.4 million for the Recon reporting unit). The Company performed an interim quantitative impairment test as of October 3, 2025 and determined the carrying value of each of the Prevention & Recovery and Reconstructive reporting units exceeded their fair values. As a result, the Company recognized a non-cash goodwill impairment charge of $ 540.8 million in the quarter ended October 3, 2025 ($ 222.3 million for the P&R reporting unit and $ 318.6 million for the Recon reporting unit). Including the charges from the year ended December 31, 2024, the accumulated non-cash goodwill impairment loss is $ 1,686.8 million ($ 694.8 million for the Prevention & Recovery reporting unit and $ 992.0 million for the Recon reporting unit). 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,
2025 2024
Gross
Carrying
Amount Accumulated
Amortization Gross
Carrying
Amount Accumulated
Amortization
(In thousands)
Definite-Lived Intangible Assets
Acquired customer relationships $ 701,091 $ ( 400,630 ) $ 681,594 $ ( 343,441 )
Acquired technology 842,452 ( 319,201 ) 776,567 ( 246,292 )
Acquired trade names 489,567 ( 141,087 ) 498,013 ( 121,687 )
Software 108,558 ( 56,694 ) 102,887 ( 49,352 )
Other intangible assets 35,311 ( 22,654 ) 32,081 ( 12,941 )
$ 2,176,979 $ ( 940,266 ) $ 2,091,142 $ ( 773,713 )
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ENOVIS CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
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 $ 184.5 million, $ 172.2 million, and $ 140.2 million for the years ended December 31, 2025, 2024 and 2023, respectively.
See Note 2 “Summary of Significant Accounting Policies” for discussion regarding impairment of Intangible assets.
Expected Amortization Expense
The Company’s expected annual amortization expense for intangible assets for the next five years is as follows:
December 31, 2025
(In thousands)
2026 $ 182,538
2027 170,243
2028 132,629
2029 115,770
2030 106,982
10. Property, Plant and Equipment, Net
Year Ended December 31,
Depreciable Life 2025 2024
(In years) (In thousands)
Land n/a $ 8,264 $ 6,669
Buildings and improvements 5 - 40
94,403 67,142
Machinery and equipment 3 - 15
801,210 650,213
903,877 724,024
Accumulated depreciation ( 396,814 ) ( 319,524 )
$ 507,063 $ 404,500
Depreciation expense for the years ended December 31, 2025, 2024 and 2023, w as $ 109.9 million, $ 112.7 million and $ 76.9 million, respectively.
11. Inventories, Net
Inventories, net consisted of the following:
Year Ended December 31,
2025 2024
(In thousands)
Raw materials $ 120,634 $ 99,636
Work in process 54,895 49,996
Finished goods 497,568 483,582
673,097 633,214
Less: Allowance for excess, slow-moving and obsolete inventory ( 88,718 ) ( 86,094 )
$ 584,379 $ 547,120
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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, 2025
(In thousands)
Future lease payments by year:
2026 $ 24,742
2027 17,616
2028 13,394
2029 9,115
2030 7,533
Thereafter 24,944
Total 97,344
Less: present value discount ( 14,602 )
Present value of lease liabilities $ 82,742
Weighted-average remaining lease term (in years):
Operating leases 6.60
Weighted-average discount rate:
Operating leases 5.1 %
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, 2025, 2024 and 2023, the Company’s net rental expense related to operating leases was $ 23.5 million, $ 25.0 million, and $ 22.4 million respectively.
13. Debt
Long-term debt consisted of the following:
December 31,
2025 2024
(In thousands)
Term loan $ 687,697 $ 377,345
Senior unsecured convertible notes 451,938 449,051
Revolving credit facilities and other 157,158 503,104
Total debt 1,296,793 1,329,500
Less: current portion ( 35,000 ) ( 20,027 )
Long-term debt $ 1,261,793 $ 1,309,473
Term Loan and Revolving Credit Facility
The Company’s credit agreement, which was amended on December 8, 2025, consists of a $ 1.1 billion revolving credit facility (the “Revolver”) with a December 8, 2030 maturity date and a $ 700 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.
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
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ENOVIS CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
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 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, 2025, the Company was in compliance with the covenants under the Credit Agreement.
The Term Loan Facility extended to the Company under the Credit Agreement, as amended was funded on December 8, 2025. A portion of the incremental borrowings under the Term Loan Facility were used to repay the outstanding principal balance under the Revolver of approximately $ 335 million. The Term Loan Facility requires quarterly principal repayments of $ 8.75 million and matures on December 8, 2030. Effective as of the date of consummation of the Lima Acquisition, (i) all facilities under the Credit Agreement (including the Term Loan Facility) are secured by certain personal property of the Company and certain of its subsidiaries, subject to limitations and exclusions.
As of December 31, 2025, the weighted-average interest rate of borrowings under the Credit Agreement was 5.23 %, excluding accretion of original issue discount and deferred financing fees, and there was $ 943.0 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, 2025, the interest expense on the 2028 Notes was $ 20.6 million, including $ 17.8 million based upon the coupon rate and $ 2.8 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 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.
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ENOVIS CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
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 $ 51.9 million were outstanding as of December 31, 2025.
Deferred Financing Fees
The Company has $ 5.5 million in deferred financing fees included in Other assets as of December 31, 2025. As of December 31, 2025, the Company has $ 11.6 million of original issue discount and other deferred issuance costs included as a reduction of long-term debt related to the Term Loan and the 2028 Notes.
Contractual Maturities
The contractual maturities of the Company’s debt are as follows:
December 31, 2025
(In thousands)
2026 $ 35,000
2027 35,000
2028 495,000
2029 35,000
2030 708,408
Total contractual maturities 1,308,408
Debt discount and deferred financing fees ( 11,615 )
Total debt $ 1,296,793
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, 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. There is no term associated with the remaining repurchase authorization.
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ENOVIS CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
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, 2025, 2024 and 2023. All amounts are net of tax and noncontrolling interest, if any.
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, 2023 $ 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
Distribution of ESAB Corporation — — — —
Balance at December 31, 2023 5,008 ( 2,016 ) ( 27,873 ) ( 24,881 )
Other comprehensive income (loss) before reclassifications:
Net actuarial gain 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 ) 0 $ ( 127,892 )
Other comprehensive income (loss) before reclassifications:
Net actuarial gain 4,897 — — 4,897
Foreign currency translation adjustment 1,201 195,288 — 196,489
Loss on hedge activity — — ( 159,932 ) ( 159,932 )
Other comprehensive income (loss) before reclassifications 6,098 195,288 ( 159,932 ) 41,454
Amounts reclassified from Accumulated other comprehensive income (loss) ( 4,654 ) — ( 271 ) ( 4,925 )
Net Other comprehensive income (loss) 1,444 195,288 ( 160,203 ) 36,529
Balance at December 31, 2025 9,856 81,624 ( 182,843 ) ( 91,363 )
.
During the years ended December 31, 2025, 2024 and 2023, Noncontrolling interest increased (decreased) by $ 0.2 million, $( 0.2 ) million, and $ 0.1 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
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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,
2025 2024 2023
(In thousands)
Stock-based compensation expense $ 32,922 $ 29,662 $ 34,065
Deferred tax benefit 1,161 1,421 2,813
As of December 31, 2025, the Company had $ 36.9 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 $ 15.4 million, $ 21.0 million, and $ 19.5 million during the years ended December 31, 2025, 2024 and 2023, 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:
Year Ended December 31,
2025 2024 2023
Expected period that options will be outstanding (in years) (1)
— — 4.72
Interest rate (based on U.S. Treasury yields at the time of grant) — % — % 4.05 %
Volatility — % — % 48.54 %
Dividend yield — — —
Weighted-average fair value of options granted $ — $ — $ 26.36
(1) There were no options granted in 2025 and 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.
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The activity in the Company’s Stock options 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, 2023 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
Granted —
Exercised —
Forfeited and expired ( 223,005 ) 58.59
Outstanding at December 31, 2025 1,117,643 58.83 1.82 $ —
Vested or expected to vest at December 31, 2025 1,117,617 58.83 1.82 —
Exercisable at December 31, 2025 1,059,777 58.90 1.69 —
(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.
The total intrinsic value of options exercised during the years ended December 31, 2025, 2024 and 2023 was $ 4.2 million, $ 0.1 million , and $ 0.4 million, respectively. The fair value of options vested during the years ended December 31, 2025, 2024 and 2023 was $ 2.7 million, $ 4.6 million , and $ 5.4 million, respectively.
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, 2025, 2024 and 2023 , 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 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
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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 Weighted-
Average
Grant-Date
Fair Value
Nonvested at January 1, 2023 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
Granted 292,712 39.32 906,264 37.19
Vested — — ( 305,600 ) 59.61
Forfeited and expired — — ( 97,337 ) 46.31
Nonvested at December 31, 2025 541,379 57.49 1,147,582 43.17
The fair value of shares vested during the years ended December 31, 2025, 2024 and 2023 was $ 18.2 million, $ 23.3 million , and $ 32.1 million, respectively.
15. Accrued Liabilities
Accrued liabilities in the Consolidated Balance Sheets consisted of the following:
December 31,
2025 2024
(In thousands)
Accrued compensation and related benefits $ 105,112 $ 85,989
Derivative liability – current portion 51,485 3,648
Accrued third-party commissions 38,174 34,602
Accrued rebates 31,033 19,964
Accrued taxes 27,178 21,341
Lease liability - current portion 24,742 22,340
Deferred and contingent consideration - current portion 8,873 49,719
Accrued restructuring liability 7,975 2,938
Customer advances and billings in excess of costs incurred 6,495 6,229
Purchase of royalty interest 6,430 —
Accrued royalties 4,990 6,296
Accrued professional fees 11,495 5,003
Accrued freight 4,876 5,314
Accrued interest 4,193 5,841
Warranty liability 2,621 2,818
Other 40,271 57,831
$ 375,943 $ 329,873
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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, 2025
Balance at Beginning of Period Provisions Payments Foreign Currency Translation Balance at End of Period
(In thousands)
Restructuring and other charges:
Termination benefits (1)
$ 2,932 $ 12,054 $ ( 7,018 ) $ 7 $ 7,975
Facility closure costs and other (2)
6 373 ( 379 ) — —
Total $ 2,938 12,427 $ ( 7,397 ) $ 7 $ 7,975
Non-cash charges (3)
2,709
Total Provisions (4)
$ 15,136
(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 $ 5.3 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. Non-cash charges also includes a $ 2.6 million benefit classified in Restructuring and other charges on the Company’s Consolidated Statements of Operations related to a pension curtailment benefit arising from employees in the Recon segment that were severed in a restructuring plan.
(4) Of the Company’s total provisions, $ 5.2 million and $ 10.0 million are related to the Prevention & Recovery and Reconstructive segments, respectively.
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 (2)
23,266
Total Provisions (3)
$ 45,202
(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 $ 17.9 million non-cash charges classified as Cost of sales on the Company’s Consolidated Statements of Operations 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. Of the Company’s total provisions, $ 20.9 million and $ 24.3 million are related to the Prevention & Recovery and Reconstructive segments, respectively.
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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. 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,
2025 2024
(In thousands)
Change in benefit obligation:
Projected benefit obligation, beginning of year $ 110,760 $ 122,343
Acquisitions — 917
Service cost 4,472 4,718
Interest cost 1,317 1,818
Actuarial loss (gain) (1)
( 7,830 ) ( 50 )
Foreign exchange effect 14,357 ( 9,169 )
Transfers in (benefits paid), net (2)
1,500 2,118
Settlements (3)
( 26,082 ) ( 14,455 )
Other 5,649 2,520
Projected benefit obligation, end of year $ 104,143 $ 110,760
Accumulated benefit obligation, end of year $ 100,423 $ 106,208
Change in plan assets:
Fair value of plan assets, beginning of year $ 90,276 $ 94,672
Actual return on plan assets ( 797 ) 8,411
Employer contribution 3,586 3,784
Foreign exchange effect 11,884 ( 7,031 )
Transfers in (benefits paid), net (2)
1,500 2,119
Settlements (3)
( 26,082 ) ( 14,455 )
Other 6,292 2,776
Fair value of plan assets, end of year $ 86,659 $ 90,276
Unfunded status, end of year $ 17,484 $ 20,484
Amounts recognized on the Consolidated Balance Sheet at December 31:
Current liabilities
$ 405 $ 236
Non-current liabilities
17,079 20,248
Total $ 17,484 $ 20,484
(1) The actuarial gain for 2025 is primarily due to the increase in discount rate in the Swiss market.
(2) Transfers in (benefits paid), net are positive for 2025 and 2024 due to transfers in for new members.
(3) Settlements were triggered in 2025 and 2024 in our Swiss statutory plans due to large lump sum payments from individuals leaving the plan resulting in the recognition of deferred unamortized gains.
As of December 31, 2025 and 2024, all Enovis plans had projected benefit obligations in excess of the fair value of plan assets. The projected benefit obligation decreased by $ 6.6 million in the year ended December 31, 2025 compared to a decrease of $ 11.6 million in the year ended December 31, 2024. In the year ended December 31, 2025, the decrease was mainly driven by: settlements of $ 26.1 million and actuarial gains of $ 7.8 million, partially offset by the exchange rate effect of $ 14.4 million as a result of the U.S. currency weakening relative to other currencies and recurring service and interest costs. In the year ended December 31, 2024, the decrease was mainly driven by 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.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
Expected contributions to the Company’s pension plans for the year ending December 31, 2026 are $ 3.7 million. The following benefit payments are expected to be paid during each respective fiscal year:
All Plans
(In thousands)
2026 $ 4,709
2027 4,586
2028 4,932
2029 5,287
2030 5,492
2031 - 2035 27,861
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
2025 2024 Allocation
Equity securities 41 % 36 % 25 % - 43 %
Fixed income securities 22 % 28 % 24 % - 43 %
Cash and cash equivalents 2 % 2 % 0 % - 10 %
Other 35 % 34 % 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, 2025
Level
One Level
Two Level
Three
Total
(In thousands)
Cash and cash equivalents $ 2,091 $ — $ — $ 2,091
Equity securities 35,064 — — 35,064
Non-U.S. government and corporate bonds 18,821 — — 18,821
Other (1)
— 30,683 — 30,683
$ 55,976 $ 30,683 $ — $ 86,659
(1) Represents diversified portfolio funds, reinsurance contracts and money market funds.
December 31, 2024
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.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
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:
Pension Benefits
Year Ended December 31,
2025 2024 2023
(In thousands)
Components of Net Periodic Benefit (Income) Cost:
Service cost $ 4,472 $ 4,718 $ 3,709
Interest cost 1,317 1,818 2,122
Amortization 68 ( 94 ) ( 1,759 )
Settlement gain ( 3,676 ) ( 1,183 ) ( 578 )
Curtailment gain ( 2,536 ) — —
Expected return on plan assets ( 2,785 ) ( 2,907 ) ( 3,032 )
Net periodic benefit cost (income) $ ( 3,140 ) $ 2,352 $ 462
Change in Plan Assets and Benefit Obligations Recognized in Other Comprehensive (Gain) Loss:
Current year net actuarial (gain) loss $ ( 5,492 ) $ ( 5,111 ) $ 9,478
Current year prior service cost 320 ( 345 ) ( 1,448 )
Less amounts included in net periodic benefit (income) cost:
Amortization of net (gain) loss ( 120 ) 12 1,839
Settlement/divestiture/other gain 3,809 1,183 578
Amortization of prior service cost 52 82 ( 80 )
Total recognized in Other comprehensive (gain) loss $ ( 1,431 ) $ ( 4,179 ) $ 10,367
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,
2025 2024
(In thousands)
Net actuarial gain $ ( 10,596 ) $ ( 8,660 )
Prior service (income) cost ( 778 ) ( 1,283 )
Total $ ( 11,374 ) $ ( 9,943 )
The key economic assumptions used in the measurement of the Company’s pension benefit obligations are as follows:
December 31,
2025 2024
Weighted-average discount rate for all plans 1.7 % 1.2 %
Weighted-average rate of increase in compensation levels for active plans 1.4 % 1.3 %
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
The key economic assumptions used in the computation of Net periodic benefit (income) cost are as follows:
Year Ended December 31,
2025 2024 2023
Weighted-average discount rate:
All plans 1.2 % 1.4 % 2.1 %
Weighted-average expected return on plan assets:
All plans 2.9 % 3.1 % 3.5 %
Weighted-average rate of increase in compensation levels for active plans 1.3 % 1.5 % 1.5 %
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, 2025, 2024 and 2023 was $ 9.3 million, $ 8.6 million and $ 8.1 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 Term Loan Facility, and the Revolver, was $ 1.3 billion and $ 1.4 billion as of December 31, 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 December 31, 2025, the Company held $ 15.7 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, 2025, the Company recorded a net $ 1.6 million
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reduction in contingent consideration primarily due to $ 4.8 million in settlements of arrangements based on the achievement revenue targets and other milestones, partially offset by the increase due to the 2025 acquisitions. See Note 5 “Acquisitions and Divestitures” for further information.
The gross range of outcomes for contingent consideration arrangements that have a fixed limit is zero to $ 3.3 million. There is one contingent consideration arrangement as of December 31, 2025 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 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 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, which was recorded in Accrued liabilities, was adjusted to fair value each reporting period with the adjustments reflected in Other income (expense), net in the Consolidated Statement of Operations. The Contingent Acquisition Shares liability was $ 0.0 million and $ 42.6 million, as of December 31, 2025 and 2024, respectively. The fair value adjustments resulted in a loss of $ 1.8 million for the year ended December 31, 2025 and a gain of $ 20.1 million for the year ended December 31, 2024. The fair value of the Contingent Acquisition Shares liability was a Level One fair value measurement in the hierarchy as it is determined using quoted market prices.
There were no other transfers in or out of Level One, Two or Three during the year ended December 31, 2025.
A summary of the activity in the Company’s contingent consideration in the Consolidated Balance Sheets is as follows:
Year Ended December 31, 2025
Balance at
Beginning
of Period Additions, net Charges / (Gain) Interest Settlements Foreign Exchange Balance at
End of
Period
(In thousands)
Contingent Consideration - Level One $ 42,622 $ — $ 1,787 $ — $ ( 44,409 ) $ — $ —
Contingent Consideration - Level Three 17,315 2,296 — — ( 4,809 ) 897 15,699
Total Contingent Consideration $ 59,937 $ 2,296 $ 1,787 $ — $ ( 49,218 ) $ 897 $ 15,699
(1) Settlements reflect cash payments presented as a financing outflows within Deferred consideration payments and other on the Consolidated Statement of Cash Flows, except for the $ 44.4 million which is a non-cash settlement for the Contingent Acquisition Shares discussed above.
Purchase of royalty interest liability
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 aggregate gross buyout amount under such agreements is $ 56.5 million, which will be paid over nine years. The Company recorded charges to the Consolidated Statements of Operations of $ 45.8 million for the year ended December 31, 2025, representing the discounted liability upon entering the agreements of which $ 6.4 million is recorded in Accrued liabilities as of December 31, 2025, and the non-current portion is recorded in Other liabilities on the Consolidated Balance Sheet.
Deferred Compensation Plans
The Company maintains deferred compensation plans for the benefit of certain employees and non-executive officers. As of December 31, 2025 and 2024, the fair values of these plans were $ 19.9 million and $ 17.0 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
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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, 2025, the Company’s Mexican Peso forward currency contracts have fully settled and there is no notional amounts outstanding. At December 31, 2024 and 2023, the Company’s forward currency contracts have Mexican Peso notional amount of approximately $ 1.0 billion and $ 840.0 million, respectively, and a U.S. Dollar aggregate notional amount of $ 50.7 million and $ 47.9 million, respectively. The Company recognized a $ 0.3 million realized loss, a $ 0.6 million realized gain, and a $ 0.2 million realized gain on its Consolidated Statements of Operations related to its forward currency contracts designated as cash flow hedges for the years ended December 31, 2025, 2024 and 2023, respectively.
Net Investment Hedges
On April 18, 2023, the Company entered into cross-currency swap agreements to hedge its net investment in a Swiss Franc-denominated legal entity and its 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 a Swiss Franc-denominated legal entity and its 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 $ 1.5 billion as of December 31, 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 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 only if the hedged net investment is either sold or substantially liquidated.
These net assets are impacted by adverse movements in exchange rates between the U.S. Dollar and the Swiss Franc and any allocation of Goodwill impairments related to the Company’s Swiss Franc-denominated legal entity and its subsidiaries. In 2026, the Company’s Swiss Franc notional amounts of its cross-currency swap agreements may exceed the net investment as a result of goodwill impairment charges.
In the event the Company can not designate a portion of its cross-currency swaps in 2026, the fair value adjustments on the undesignated derivative instruments will be reported as non-operating Other income (expense), net in the Consolidated Statement of Operations until it can be designated again as a hedge of the net investment in a Swiss Franc-denominated legal entity and its subsidiaries.
During the years ended December 31, 2025, 2024 and 2023, the Company received interest income on its cross-currency swap derivatives of $ 48.0 million, $ 32.5 million and $ 7.3 million, respectively, which is included within Interest expense, net in the Consolidated Statements of Operations.
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ENOVIS CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
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, 2025, 2024, and 2023:
Year Ended December 31,
2025 2024 2023
(In thousands)
Gain (loss) on cross-currency swaps $ ( 165,368 ) $ 10,945 $ ( 36,893 )
Gain (loss) on forward currency contracts 5,201 ( 4,151 ) 247
$ ( 160,167 ) $ 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 (expense), 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. The Company did not have any other non-designate forward currency contracts in 2025 or 2024.
The following table presents the fair value of the Company’s derivative financial instruments as well as their classification on the Consolidated Balance Sheets as of December 31, 2025 and 2024:
December 31,
(In thousands) Location on
Consolidated Balance Sheets (1)
2025 2024
Derivative Assets
Designated Hedging Instruments:
Cross-currency swaps Other current assets $ 34,176 $ 35,376
Total Derivative Assets $ 34,176 $ 35,376
Derivative Liabilities
Designated Hedging Instruments:
Forward currency contracts Accrued liabilities $ — $ 2,631
Cross-currency swaps Accrued liabilities 51,485 1,017
Cross-currency swaps Other long-term liabilities 170,666 55,463
Total Derivative Liabilities $ 222,151 $ 59,111
(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, 2025 and 2024.
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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, 2025, the Company had $ 135.1 million of unconditional purchase obligations with suppliers, of which $ 124.4 million is expected to be paid by December 31, 2026.
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 - 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. Net sales 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) the effect of Income (loss) from discontinued operations, net of taxes; Income tax expense (benefit); Other (income) expense , 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; strategic purchase of economic interest on future royalty payments; goodwill impairment charges; and inventory step-up.
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 are not normal recurring charges necessary to operate our business, and these 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. The chief operating decision maker utilizes Adjusted EBITDA to assess segment performance, incorporating it into the annual budgeting process and monthly comparisons of actual results to budget and updated forecasts. This analysis supports decisions regarding the allocation of capital and personnel to the segments.
104
ENOVIS CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
The Company’s segment results were as follows:
Year Ended December 31,
2025 2024 2023
(In thousands)
Prevention & Recovery:
Net sales $ 1,136,968 $ 1,097,957 $ 1,076,776
Segment cost of sales 522,860 523,586 516,616
Segment research and development 37,062 35,745 35,075
Segment operating expense 432,801 399,620 394,772
Total segment expenses 992,723 958,951 946,463
Add: Depreciation and other amortization 18,846 20,590 22,188
Adjusted EBITDA (non-GAAP) $ 163,091 $ 159,596 $ 152,501
Reconstructive:
Net sales $ 1,111,081 $ 1,009,666 $ 630,421
Segment cost of sales 354,247 333,624 197,039
Segment research and development 83,270 55,553 40,256
Segment operating expense 533,009 500,274 337,804
Total segment expenses 970,526 889,451 575,099
Add: Depreciation and other amortization 99,350 96,708 61,404
Adjusted EBITDA (non-GAAP) $ 239,905 $ 216,923 $ 116,726
Total:
Net sales $ 2,248,049 $ 2,107,623 $ 1,707,197
Adjusted EBITDA (non-GAAP) $ 402,996 $ 376,519 $ 269,227
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,
2025 2024 2023
(In thousands)
Depreciation, amortization and impairment
Prevention & Recovery $ 498,108 $ 427,893 $ 115,752
Reconstructive 846,014 499,938 101,357
Total depreciation, amortization and impairment $ 1,344,122 $ 927,831 $ 217,109
Capital expenditures:
Prevention & Recovery $ 28,863 $ 34,004 $ 26,356
Reconstructive 168,513 146,710 95,867
Total capital expenditures $ 197,376 $ 180,714 $ 122,223
105
ENOVIS CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
The following is a reconciliation of Net loss to Adjusted EBITDA:
Year Ended December 31,
2025 2024 2023
(In thousands)
Net Loss (GAAP) $ ( 1,183,620 ) $ ( 824,815 ) $ ( 32,731 )
Loss (income) from discontinued operations, net of taxes 1,909 ( 2,601 ) ( 21,108 )
Income tax expense (benefit) 22,293 4,492 ( 13,289 )
Restructuring and other charges (1)
15,136 45,202 19,950
MDR and other costs (2)
10,361 19,482 27,400
Strategic transaction costs (3)
60,372 78,291 38,250
Stock-based compensation 33,296 29,687 32,079
Depreciation and other amortization 120,725 117,298 83,592
Amortization of acquired intangibles 173,646 165,533 133,517
Goodwill impairment charge 1,049,751 645,000 —
Purchase of royalty interest 45,818 — —
Inventory step-up (5)
18,119 51,745 148
Interest expense, net 34,823 57,100 19,749
Debt extinguishment charges — — 7,333
Other expense (income), net (4)
367 ( 9,895 ) ( 25,663 )
Adjusted EBITDA (non-GAAP) $ 402,996 $ 376,519 $ 269,227
(1) Restructuring and other charges includes $ 5.3 million, $ 17.9 million and $ 2.6 million of expense classified as Cost of sales on the Company’s Consolidated Statements of Operations for the years ended December 31, 2025, 2024 and 2023, respectively.
(2) MDR and other costs includes (i) $ 9.8 million, $ 16.0 million, and $ 21.3 million for the years ended December 31, 2025, 2024 and 2023, 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) $ 0.6 million, $ 3.5 million, and $ 6.1 million for the years ended December 31, 2025, 2024 and 2023, 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 Consolidated Statements of Operations.
(3) Strategic transaction costs includes: (i) $ 39.4 million, $ 64.9 million, and $ 12.2 million for the years ended December 31, 2025, 2024 and 2023, respectively, related to non-recurring integration costs associated with the Lima Acquisition which includes (a) payroll and retention costs for roles eliminated in connection with the integration of our recent acquisition of Lima where a legal notice period was required prior to the employee’s separation from the Company, or integration-related daily activities not related to former roles performed by an employee during their legal notice period and prior to their separation from the Company. In each case, such costs relate solely to roles eliminated in connection with the integration of the Lima acquisition, and are nonrecurring and not part of our normal business operations; (b) 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 (c) 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) $ 19.5 million, $ 8.8 million, and $ 5.5 million for the years ended December 31, 2025, 2024 and 2023, 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) $ 1.5 million, $ 4.6 million, and $ 20.6 million for the years ended December 31, 2025, 2024 and 2023, respectively, related to the Separation of our former fabrication technology business. These costs are classified as Selling, general and administrative expense on our Consolidated Statements of Operations.
(4) Includes the final fair value loss adjustment for the Contingent Acquisition Shares, partially offset by pension income from amortization of actuarial gains in 2025, the fair value gain on Contingent Acquisition Shares, partially offset by a loss on the non-designated forward currency hedge for managing exchange rate risk in 2024 related to the Euro-denominated purchase price of the Lima Acquisition, and a gain on the non-designated forward currency hedge for managing exchange rate risk in 2023 related to the Euro-denominated purchase price of the Lima Acquisition.
(5) Inventory step-up expense represents the incremental expense of inventory sold recognized at its fair value after business combination accounting is applied versus the expense that would have been recognized if sold at its cost to manufacture. Since only the inventory that existed at the business combination date was stepped-up to fair value, we believe excluding the incremental expense enhances comparability between periods, allowing investors to better understand our business performance and the underlying trends relevant to our ongoing business performance.
106
ENOVIS CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
December 31,
2025 2024
(In thousands)
Total assets (1) :
Prevention & Recovery $ 1,474,243 $ 1,955,138
Reconstructive 2,360,494 2,763,639
Total $ 3,834,737 $ 4,718,777
(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,
2025 2024 2023
(In thousands)
Net sales by origin (1) :
United States $ 1,295,333 $ 1,245,676 $ 1,152,360
Foreign locations 952,716 861,947 554,837
Total $ 2,248,049 $ 2,107,623 $ 1,707,197
(1) The Company attributes revenues from external customers to individual countries based upon the country in which the sale was originated.
December 31,
2025 2024
(In thousands)
Property, plant and equipment, net (1) :
United States $ 211,214 $ 191,118
Italy 117,971 74,376
Switzerland 50,829 42,976
Germany 42,962 30,288
Mexico 6,385 7,046
France 11,973 8,451
Other foreign locations 65,729 50,245
Total $ 507,063 $ 404,500
(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.
107
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
None