Item 1. Financial Statements
Item 1. Financial Statements
ENOVIS CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
Dollars in thousands, except per share amounts
(Unaudited)
Three Months Ended Six Months Ended
July 3, 2026 July 4, 2025 July 3, 2026 July 4, 2025
Net sales $ 582,782 $ 564,545 $ 1,171,933 $ 1,123,379
Cost of sales 223,533 229,848 447,199 456,453
Gross profit 359,249 334,697 724,734 666,926
Selling, general and administrative expense 263,730 267,074 546,540 536,093
Research and development expense 31,686 30,700 63,219 59,228
Amortization of acquired intangibles 41,561 42,962 83,465 84,774
Purchase of royalty interest — 10,041 — 45,818
Restructuring charges 4,859 716 7,567 4,578
Operating income (loss) 17,413 ( 16,796 ) 23,943 ( 63,565 )
Interest expense, net 8,038 9,294 17,207 18,482
Other (income) expense, net 1,910 ( 436 ) ( 1,363 ) 956
Income (loss) from continuing operations before income taxes 7,465 ( 25,654 ) 8,099 ( 83,003 )
Income tax expense 8,501 10,801 17,546 9,032
Net loss from continuing operations ( 1,036 ) ( 36,455 ) ( 9,447 ) ( 92,035 )
Loss from discontinued operations, net of taxes — ( 93 ) ( 39 ) ( 218 )
Net loss ( 1,036 ) ( 36,548 ) ( 9,486 ) ( 92,253 )
Less: net income attributable to noncontrolling interest from continuing operations - net of taxes 154 191 468 452
Net loss attributable to Enovis Corporation $ ( 1,190 ) $ ( 36,739 ) $ ( 9,954 ) $ ( 92,705 )
Net income (loss) per share - basic and diluted
Continuing operations $ ( 0.02 ) $ ( 0.64 ) $ ( 0.17 ) $ ( 1.62 )
Consolidated operations $ ( 0.02 ) $ ( 0.64 ) $ ( 0.17 ) $ ( 1.62 )
See Notes to Condensed Consolidated Financial Statements.
2
ENOVIS CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
Dollars in thousands
(Unaudited)
Three Months Ended Six Months Ended
July 3, 2026 July 4, 2025 July 3, 2026 July 4, 2025
Net loss $ ( 1,036 ) $ ( 36,548 ) $ ( 9,486 ) $ ( 92,253 )
Other comprehensive income (loss):
Foreign currency translation ( 7,404 ) 112,689 ( 24,785 ) 217,617
Unrealized gain (loss) on hedging activities, net of tax expense (benefit) of $ — , $ 12,951 , $ — , and $( 104 )
309 ( 125,399 ) 6,552 ( 166,892 )
Amounts reclassified from Accumulated other comprehensive income (loss):
Amortization of pension net actuarial loss, net of tax expense (benefit) of $ 37 , $( 4 ), $ 74 , and $( 8 )
( 169 ) ( 13 ) ( 359 ) ( 39 )
Reclassification of hedging gain (loss), net of tax expense (benefit) of $ — , $ 187 , $ — , and $ 69 .
( 263 ) 610 ( 1,331 ) 225
Other comprehensive income (loss) ( 7,527 ) ( 12,113 ) ( 19,923 ) 50,911
Comprehensive loss ( 8,563 ) ( 48,661 ) ( 29,409 ) ( 41,342 )
Less: comprehensive income (loss) attributable to noncontrolling interest ( 428 ) 323 ( 114 ) 706
Comprehensive loss attributable to Enovis Corporation $ ( 8,135 ) $ ( 48,984 ) $ ( 29,295 ) $ ( 42,048 )
See Notes to Condensed Consolidated Financial Statements.
3
ENOVIS CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS
Dollars in thousands, except share amounts
(Unaudited)
July 3, 2026 December 31, 2025
ASSETS
CURRENT ASSETS:
Cash and cash equivalents $ 12,563 $ 36,389
Trade receivables, less allowance for credit losses of $ 28,184 and $ 25,609
441,846 442,786
Inventories, net 601,660 584,379
Prepaid expenses 48,505 42,283
Other current assets 110,116 101,222
Total current assets 1,214,690 1,207,059
Property, plant and equipment, net 527,534 507,063
Goodwill 709,853 718,299
Intangible assets, net 1,150,319 1,236,713
Lease asset - right of use 74,836 72,256
Other assets 88,894 93,347
Total assets $ 3,766,126 $ 3,834,737
LIABILITIES AND EQUITY
CURRENT LIABILITIES:
Current portion of long-term debt $ 37,388 $ 35,000
Accounts payable 194,472 187,531
Accrued liabilities 380,191 375,943
Total current liabilities 612,051 598,474
Long-term debt, less current portion 1,247,120 1,261,793
Non-current lease liability 59,160 58,000
Other liabilities 368,630 424,568
Total liabilities 2,286,961 2,342,835
Equity:
Common stock, $ 0.001 par value; 133,333,333 shares authorized; 57,665,074 and 57,194,781 shares issued and outstanding as of July 3, 2026 and December 31, 2025, respectively
58 57
Additional paid-in capital 3,065,667 3,048,414
Accumulated deficit ( 1,477,417 ) ( 1,467,463 )
Accumulated other comprehensive loss ( 111,241 ) ( 91,363 )
Total Enovis Corporation equity 1,477,067 1,489,645
Noncontrolling interest 2,098 2,257
Total equity 1,479,165 1,491,902
Total liabilities and equity $ 3,766,126 $ 3,834,737
See Notes to Condensed Consolidated Financial Statements.
4
ENOVIS CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF EQUITY
Dollars in thousands, except share amounts
(Unaudited)
Common Stock Additional Paid-In Capital (Accumulated Deficit) Retained Earnings Accumulated Other Comprehensive Loss Noncontrolling Interest Total
Shares Amount
Balance at December 31, 2025 57,194,781 $ 57 $ 3,048,414 $ ( 1,467,463 ) $ ( 91,363 ) $ 2,257 $ 1,491,902
Net income (loss) — — — ( 8,764 ) — 314 ( 8,450 )
Other comprehensive income (loss), net of tax expense of $ 37
— — — — ( 12,396 ) — ( 12,396 )
Payments of tax withholding for stock-based awards — — ( 943 ) — — — ( 943 )
Common stock-based award activity 358,362 1 9,378 — — — 9,379
Balance at April 3, 2026 57,553,143 $ 58 $ 3,056,849 $ ( 1,476,227 ) $ ( 103,759 ) $ 2,571 $ 1,479,492
Net income (loss) — — — ( 1,190 ) — 154 ( 1,036 )
Distributions to noncontrolling owners — — — — — ( 582 ) ( 582 )
Other comprehensive income (loss), net of tax expense of $ 37
— — — — ( 7,482 ) ( 45 ) ( 7,527 )
Payments of tax withholding for stock-based awards — — ( 530 ) — — — ( 530 )
Common stock-based award activity 111,931 — 9,348 — 9,348
Balance at July 3, 2026 57,665,074 $ 58 $ 3,065,667 $ ( 1,477,417 ) $ ( 111,241 ) $ 2,098 $ 1,479,165
Common Stock Additional Paid-In Capital (Accumulated Deficit) Retained Earnings Accumulated Other Comprehensive Loss Noncontrolling Interest Total
Shares Amount
Balance at December 31, 2024 55,876,517 $ 56 $ 2,973,121 $ ( 283,023 ) $ ( 127,892 ) $ 2,067 $ 2,564,329
Net income (loss) — — — ( 55,966 ) — 261 ( 55,705 )
Other comprehensive income, net of tax benefit of $( 13,185 )
— — — — 62,902 122 63,024
Common stock issued for acquisition 971,343 1 44,409 — — — 44,410
Payments of tax withholding for stock-based awards — — ( 3,447 ) — — — ( 3,447 )
Common stock-based award activity 270,781 7,607 — — — 7,607
Balance at April 4, 2025 57,118,641 $ 57 $ 3,021,690 $ ( 338,989 ) $ ( 64,990 ) $ 2,450 $ 2,620,218
Net income (loss) — — — ( 36,739 ) — 191 ( 36,548 )
Other comprehensive loss, net of tax benefit of $ 13,124
— — — — ( 12,245 ) 132 ( 12,113 )
Common stock-based award activity 40,837 — 9,403 — — — 9,403
Balance at July 4, 2025 57,159,478 $ 57 $ 3,031,093 $ ( 375,728 ) $ ( 77,235 ) $ 2,773 $ 2,580,960
See Notes to Condensed Consolidated Financial Statements.
5
ENOVIS CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
Dollars in thousands
(Unaudited)
Six Months Ended
July 3, 2026 July 4, 2025
Cash flows from operating activities:
Net loss $ ( 9,486 ) $ ( 92,253 )
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation and amortization 144,381 142,986
Stock-based compensation expense 17,718 16,075
Non-cash interest expense 3,506 3,203
Fair value loss on contingent acquisition shares — 1,787
Deferred income tax benefit ( 42,200 ) ( 3,673 )
Loss on sale of property, plant and equipment 768 848
Changes in operating assets and liabilities:
Trade receivables, net ( 3,263 ) ( 20,824 )
Inventories, net ( 21,742 ) ( 57,282 )
Accounts payable 4,980 23,161
Other operating assets and liabilities 4,321 32,145
Net cash provided by operating activities 98,983 46,173
Cash flows from investing activities:
Purchases of property, plant and equipment and intangibles ( 96,699 ) ( 87,631 )
Payments for acquisitions, net of cash received, and investments ( 1,407 ) ( 24,290 )
Cash received upon settlement of derivatives — 1,601
Net cash used in investing activities ( 98,106 ) ( 110,320 )
Cash flows from financing activities:
Repayments of borrowings under term credit facility ( 17,500 ) ( 10,000 )
Proceeds from borrowings on revolving credit facilities and other 104,388 127,000
Repayments of borrowings on revolving credit facilities and other ( 101,897 ) ( 54,995 )
Payments of tax withholding for stock-based awards ( 1,473 ) ( 3,447 )
Proceeds from issuance of common stock, net 1,008 1,129
Deferred consideration payments and other ( 9,068 ) ( 2,265 )
Net cash provided by (used in) financing activities ( 24,542 ) 57,422
Effect of foreign exchange rates on Cash and cash equivalents ( 161 ) 2,632
Decrease in Cash and cash equivalents ( 23,826 ) ( 4,093 )
Cash and cash equivalents, beginning of period 36,389 48,167
Cash and cash equivalents, end of period $ 12,563 $ 44,074
See Notes to Condensed Consolidated Financial Statements.
6
ENOVIS CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
1. General
Enovis Corporation (the “Company” or “Enovis”) 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 (“P&R”) and Reconstructive (“Recon”). The P&R 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 Recon segment provides surgical implant solutions, offering a comprehensive suite of reconstructive joint products for the hip, knee, shoulder, elbow, foot, ankle, and finger and surgical productivity tools.
The Condensed Consolidated Financial Statements included in this quarterly report have been prepared by the Company in accordance with the rules and regulations of the Securities and Exchange Commission (“SEC”) and accounting principles generally accepted in the United States of America (“GAAP”) for interim financial statements and reflect, in the opinion of management, all adjustments, which consist solely of normal recurring adjustments, necessary to present fairly the Company’s financial position and results of operations as of and for the periods indicated. The Condensed Consolidated Balance Sheet as of December 31, 2025 is derived from the Company’s audited financial statements. Certain information and footnote disclosures normally included in financial statements prepared in accordance with GAAP have been omitted in accordance with the SEC’s rules and regulations for interim financial statements. The Condensed Consolidated Financial Statements included herein should be read in conjunction with the audited financial statements and related footnotes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025 (the “2025 Form 10-K”), filed with the SEC on February 26, 2026.
The Company makes certain estimates and assumptions in preparing its Condensed Consolidated Financial Statements in accordance with GAAP. These estimates and assumptions affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities as of the date of the Condensed Consolidated Financial Statements, and the reported amounts of revenues and expenses for the periods presented. Actual results may differ from those estimates.
2. Recently Issued Accounting Pronouncements
The Company is currently reviewing updated disclosure requirements related to (“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 reviewing updated disclosure requirements related to (“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. 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 statement disclosures.
Other recently issued accounting pronouncements are not expected to have a material impact on the Company's consolidated financial statements.
7
ENOVIS CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(Unaudited)
3. Acquisitions, Investments, 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, plus subsequent contingent consideration payments of approximately $ 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 combination 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 combination acquisitions. The accounting for these business combinations has 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 included 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.
Investments
As of July 3, 2026, the balance of investments held by the Company without readily determinable fair values was $ 23.7 million. The majority of these investments are carried at cost less impairments, if any, plus adjustments for fair value indicators from observable price changes in orderly transactions for the identical or similar investment of the same issuer. There have been no impairments or upward adjustments in the current year or since acquisition of these investments. One investment is accounted for under the equity method of accounting and is recorded at the initial investment amount, adjusted each period for the Company’s share of the income or loss.
8
ENOVIS CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(Unaudited)
4. Revenue
The Company provides orthopedic solutions, including products and services spanning the full continuum of patient care, from injury prevention to rehabilitation. While the Company’s sales are primarily derived from three sales channels including dealers and distributors, insurance, and direct to consumers and hospitals, substantially all of the Company’s revenue is recognized at a point in time. The Company disaggregates its revenue into the following geographic/product type groups within its segments:
Three Months Ended Six Months Ended
July 3, 2026 July 4, 2025 July 3, 2026 July 4, 2025
(In thousands)
Prevention & Recovery:
U.S. Bracing & Support $ 127,610 $ 120,850 $ 242,493 $ 235,936
U.S. Other P&R (1)
59,637 70,823 115,499 137,445
International P&R 101,001 98,897 202,274 189,773
Total Prevention & Recovery 288,248 290,570 560,266 563,154
Reconstructive:
U.S. Recon 137,829 129,493 287,037 267,370
International Recon 156,705 144,482 324,630 292,855
Total Reconstructive 294,534 273,975 611,667 560,225
Total $ 582,782 $ 564,545 $ 1,171,933 $ 1,123,379
(1) The three and six months ended July 4, 2025 include $ 14.4 million and $ 27.2 million, respectively, of sales from the October 2025 divestiture of the Company’s Dr. Comfort Footcare Solutions product line.
Given the nature of its businesses, the Company does not generally have unsatisfied performance obligations with an original contract duration of greater than one year.
The nature of the Company’s contracts gives rise to certain types of variable consideration, including rebates, implicit price concessions, and other discounts. The Company includes estimated amounts of variable consideration in the transaction price to the extent that it is probable there will not be a significant reversal of revenue.
Allowance for Credit Losses
The Company’s estimate of current expected credit losses on trade receivables considers historical credit loss information that is adjusted for current conditions and reasonable and supportable forecasts. In calculating and applying its current expected credit losses, the Company disaggregates trade receivables into business segments due to risk characteristics unique to each segment given the individual lines of business and market. The business segments are further disaggregated based on either geography or product type. The Company uses a loss rate methodology in calculating its current expected credit losses, considering historical write-offs over a defined lookback period in deriving a historical loss rate. The expected credit loss model considers current conditions and reasonable and supportable forecasts for current and projected macroeconomic factors.
A summary of the activity in the Company’s allowance for credit losses included within Trade receivables in the Condensed Consolidated Balance Sheets is as follows:
Six Months Ended July 3, 2026
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 $ 25,609 $ 5,477 $ ( 2,633 ) $ ( 269 ) $ 28,184
9
ENOVIS CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(Unaudited)
5. Net Income (Loss) Per Share from Continuing Operations
Net income (loss) per share from continuing operations was computed using the treasury stock method as follows:
Three Months Ended Six Months Ended
July 3, 2026 July 4, 2025 July 3, 2026 July 4, 2025
(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)
$ ( 1,190 ) $ ( 36,646 ) $ ( 9,915 ) $ ( 92,487 )
Weighted-average shares of Common stock outstanding – basic
57,600,973 57,133,472 57,455,440 56,959,884
Net income (loss) per share from continuing operations – basic
$ ( 0.02 ) $ ( 0.64 ) $ ( 0.17 ) $ ( 1.62 )
Computation of Net income (loss) per share from continuing operations - diluted:
Net income (loss) from continuing operations attributable to Enovis Corporation (1)
$ ( 1,190 ) $ ( 36,646 ) $ ( 9,915 ) $ ( 92,487 )
Weighted-average shares of Common stock outstanding – basic
57,600,973 57,133,472 57,455,440 56,959,884
Net effect of potentially dilutive securities - stock options and restricted stock units — — — —
Weighted-average shares of Common stock outstanding – diluted
57,600,973 57,133,472 57,455,440 56,959,884
Net income (loss) per share from continuing operations – diluted
$ ( 0.02 ) $ ( 0.64 ) $ ( 0.17 ) $ ( 1.62 )
(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 net income attributable to noncontrolling interest from continuing operations - net of taxes.
The following table presents the potentially dilutive shares of Common stock from stock-based compensation awards excluded from the calculation of Weighted-average shares of Common stock outstanding – diluted as inclusion would be anti-dilutive in Net income (loss) per share (“Anti-dilutive shares”):
Three Months Ended Six Months Ended
July 3, 2026 July 4, 2025 July 3, 2026 July 4, 2025
Anti-dilutive shares 2,304,931 2,120,049 2,303,147 1,993,752
10
ENOVIS CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(Unaudited)
6. Income Taxes
Three Months Ended Six Months Ended
July 3, 2026 July 4, 2025 July 3, 2026 July 4, 2025
(In thousands)
Income (loss) from continuing operations before income taxes $ 7,465 $ ( 25,654 ) $ 8,099 $ ( 83,003 )
Income tax expense $ 8,501 $ 10,801 $ 17,546 $ 9,032
The effective tax rate for the three and six months ended July 3, 2026 was higher than the 2026 federal statutory rate of 21%, primarily due to an increase in valuation allowance on U.S. deferred tax assets, non-deductible expenses and U.S. taxation on international operations. This was partially offset by tax credits for research and development and non-U.S. income taxed at lower rates.
The effective tax rate for the three and six months ended July 4, 2025 differs from the 2025 U.S. federal statutory rate of 21%, primarily due to an increase in valuation allowance on U.S. deferred tax assets, which had a significant impact on the effective tax rate. Additionally, non-deductible expenses and U.S. taxation on international operations also contributed to the rate difference. This was partially offset by tax credits for research and development and non-U.S. income taxed at lower rates.
11
ENOVIS CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(Unaudited)
7. 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 July 3, 2026, the remaining stock repurchase authorization provided by the Board of Directors was $ 100 million. The timing, amount and method of shares repurchased is determined by management based on its evaluation of market conditions and other factors. There is no term associated with the remaining repurchase authorization.
Accumulated Other Comprehensive Income (Loss)
The following tables present the changes in the balances of each component of Accumulated other comprehensive income (loss) including reclassifications out of Accumulated other comprehensive loss for the six months ended July 3, 2026 and July 4, 2025. All amounts are presented net of tax and noncontrolling interest, if any.
Accumulated Other Comprehensive Loss Components
Net Unrecognized Pension Benefit Cost Foreign Currency Translation Adjustment Unrealized Gain (Loss) on Hedging Activities Total
(In thousands)
Balance at January 1, 2026 $ 9,856 $ 81,624 $ ( 182,843 ) $ ( 91,363 )
Other comprehensive income (loss) before reclassifications:
Foreign currency translation adjustment ( 162 ) ( 24,578 ) — ( 24,740 )
Gain on hedge activity — — 6,552 6,552
Other comprehensive income (loss) before reclassifications ( 162 ) ( 24,578 ) 6,552 ( 18,188 )
Amounts reclassified from Accumulated other comprehensive income (loss) ( 359 ) — ( 1,331 ) ( 1,690 )
Net Other comprehensive income (loss) ( 521 ) ( 24,578 ) 5,221 ( 19,878 )
Balance at July 3, 2026 $ 9,335 $ 57,046 $ ( 177,622 ) $ ( 111,241 )
Accumulated Other Comprehensive Loss Components
Net Unrecognized Pension Benefit Cost
Foreign Currency Translation Adjustment Unrealized Loss on Hedging Activities Total
(In thousands)
Balance at January 1, 2025 $ 8,412 $ ( 113,664 ) $ ( 22,640 ) $ ( 127,892 )
Other comprehensive income (loss) before reclassifications:
Net actuarial gain 18 — — 18
Foreign currency translation adjustment 1,159 216,203 — 217,362
Loss on hedge activity — — ( 166,891 ) ( 166,891 )
Other comprehensive income (loss) before reclassifications 1,177 216,203 ( 166,891 ) 50,489
Amounts reclassified from Accumulated other comprehensive income (loss) ( 57 ) — 225 168
Net Other comprehensive income (loss) 1,120 216,203 ( 166,666 ) 50,657
Balance at July 4, 2025 $ 9,532 $ 102,539 $ ( 189,306 ) $ ( 77,235 )
12
ENOVIS CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(Unaudited)
8. Inventories, Net
Inventories, net consisted of the following:
July 3, 2026 December 31, 2025
(In thousands)
Raw materials $ 109,389 $ 120,634
Work in process 56,033 54,895
Finished goods 518,230 497,568
683,652 673,097
Less: Allowance for excess, slow-moving and obsolete inventory ( 81,992 ) ( 88,718 )
$ 601,660 $ 584,379
9. Debt
Long-term debt consisted of the following:
July 3, 2026 December 31, 2025
(In thousands)
Term loan $ 670,559 $ 687,697
Senior unsecured convertible notes 453,407 451,938
Revolving credit facilities and other 160,542 157,158
Total debt 1,284,508 1,296,793
Less: current portion ( 37,388 ) ( 35,000 )
Long-term debt $ 1,247,120 $ 1,261,793
Term Loan and Revolving Credit Facility
The Company’s credit agreement, which was amended December 8, 2025, consists of a $ 1.1 billion revolving credit facility (the “Revolver”) with a December 8, 2030 maturity date and a term loan facility with an initial aggregate principal amount of $ 700 million (the “Term Loan”) (collectively, the “Enovis Credit Agreement”). The Revolver contains a $ 50 million swing line loan sub-facility. All facilities under the Enovis Credit Agreement (including the Term Loan) are guaranteed and secured by certain personal property of the Company and certain of its subsidiaries, subject to limitations and exclusions.
The Enovis Credit Agreement contains customary covenants limiting the ability of the Company and its subsidiaries to, among other things, incur debt or liens, merge or consolidate with others, dispose of assets, make investments, or pay dividends. There are also restrictions on repayments of junior financing and amendments to junior financing documents. In addition, the Enovis 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. The Enovis Credit Agreement contains various events of default (including failure to comply with the covenants under the Enovis Credit Agreement and related agreements), and upon an event of default the lenders may, subject to various customary cure rights, require the immediate payment of all amounts outstanding under the Enovis Credit Agreement. As of July 3, 2026, the Company was in compliance with the covenants under the Enovis Credit Agreement.
The Term Loan extended to the Company under the Enovis Credit Agreement was funded on December 8, 2025. A portion of the incremental borrowings under the Term Loan were used to repay the outstanding principal balance under the Revolver of approximately $ 335 million. The Term Loan requires quarterly principal repayments at 1.25 % of the initial aggregate principal amount, which is $ 8.8 million each quarter, and matures on December 8, 2030.
As of July 3, 2026, the weighted-average interest rate of borrowings under the Enovis Credit Agreement was 5.19 % excluding accretion of deferred financing fees, and there was $ 942 million available on the Revolver.
13
ENOVIS CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(Unaudited)
Convertible Notes and Capped Calls
The Company has $ 460 million aggregate principal senior unsecured convertible notes that were issued in October 2023 via a private placement pursuant to Rule 144A (the “2028 Notes”). 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 six months ended July 3, 2026, the interest expense on the 2028 Notes was $ 10.4 million, including $ 9.0 million based upon the coupon rate and $ 1.4 million from accretion of the discount.
Holders may convert their 2028 Notes in multiples of $1,000 principal amount prior to the close of business April 15, 2028 under the following circumstances: (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 in the 2028 Note indenture, 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. There have been no redemptions or conversions of the 2028 Notes.
The Company also entered into privately negotiated capped call transactions in October 2023 with certain of the initial purchasers of the 2028 Notes. 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 a dilutive 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.
Other Indebtedness
In addition to the d ebt agreements discussed above, the Company is party to overdraft facilities with a borrowing capacity o f $ 30.0 million, of which $ 2.4 million was drawn and $ 27.6 million was available as of July 3, 2026. Total letters of credit and surety bonds of $ 48.4 million we re outstanding as of July 3, 2026 .
Deferred Financing Fees
As of July 3, 2026, t he Company has $ 5.0 million in deferred financing fees included in Other assets related to the Revolver and $ 9.8 million of original issue discount fees and other issuance costs included as a reduction of Long-term debt related to the Term Loan and the 2028 Notes.
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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(Unaudited)
10. Accrued Liabilities
Accrued liabilities in the Condensed Consolidated Balance Sheets consisted of the following:
July 3, 2026 December 31, 2025
(In thousands)
Accrued compensation and related benefits $ 96,123 $ 105,112
Accrued taxes 71,065 27,178
Derivative liability – current portion 48,048 51,485
Accrued third-party commissions 35,679 38,174
Lease liability – current portion 25,380 24,742
Accrued rebates 22,635 31,033
Accrued professional fees 13,738 11,495
Accrued interest 5,212 4,193
Deferred and contingent consideration – current portion 4,461 8,873
Customer advances and billings in excess of costs incurred 5,265 6,495
Accrued restructuring liability 4,772 7,975
Accrued freight 6,024 4,876
Accrued royalties 4,606 4,990
Purchase of royalty interest – current portion 4,283 6,430
Warranty liability 2,901 2,621
Other 29,999 40,271
$ 380,191 $ 375,943
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 Condensed Consolidated Balance Sheets is as follows:
Six Months Ended July 3, 2026
Balance at Beginning of Period Provisions Payments Foreign Currency Translation Balance at End of Period
(In thousands)
Restructuring charges:
Termination benefits (1)
$ 7,975 $ 2,082 $ ( 5,283 ) $ ( 3 ) $ 4,772
Facility closure costs and other (2)
— 5,485 ( 5,485 ) — —
Total (3)
$ 7,975 $ 7,567 $ ( 10,768 ) $ ( 3 ) $ 4,772
(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 office sites, shared service centers, and manufacturing facilities.
(3) For the six months ended July 3, 2026, $ 5.3 million and $ 2.3 million of the Company’s total provisions were related to the P&R and Recon segments, respectively.
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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(Unaudited)
11. 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 outstanding balances under the Enovis Credit Agreement, 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, and the Revolver, was $ 1.3 billion and $ 1.3 billion as of July 3, 2026 and December 31, 2025, 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 July 3, 2026, the Company held $ 4.9 million in Level Three liabilities arising from contingent consideration related to acquisitions that may settle in cash. The fair value of the contingent consideration liabilities is determined using unobservable inputs and the inputs vary based on the nature of the purchase agreements. 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.
The gross range of outcomes for contingent consideration arrangements that have a fixed limit on the maximum payout is $ 1.4 million to $ 4.9 million. The one contingent consideration arrangement that previously had no limit was settled and amended to a fixed limit as of July 3, 2026 and no other unlimited arrangements exist. In the second quarter of 2026, the Company settled contingent consideration related to the 2022 acquisition of Kico Knee Innovation Company Pty Limited and made a payment of $ 5.7 million. The settlement also resulted in a $ 5.7 million non-cash gain upon the reversal of a portion of the contingent consideration liability.
There were no transfers in or out of Level One, Two or Three during the six months ended July 3, 2026.
Total Contingent Consideration Rollforward
Beginning Balance Additions Charges / (Gain) Interest Payments Foreign Exchange Ending Balance
(In thousands)
Contingent Consideration - Level Three $ 15,699 $ — $ ( 5,712 ) $ — $ ( 5,723 ) $ 624 $ 4,888
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, payable over nine years. The Company recorded charges to the Condensed Consolidated Statements of Operations of $ 45.8 million in the year ended December 31, 2025, representing the discounted liability upon entering the agreements. As of July 3, 2026, the
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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(Unaudited)
outstanding discounted liability under these agreements due within the next twelve months is $ 4.3 million, which is recorded in Accrued liabilities, and the non-current portion is $ 31.1 million, which is recorded in Other liabilities on the Condensed Consolidated Balance Sheet. In the six months ended July 3, 2026 and July 4, 2025, the Company made payments of $ 4.3 million and $ 2.9 million, respectively, which are reflected in Cash flows from operating activities in the Condensed Consolidated Statements of Cash Flows.
Deferred Compensation Plans
The Company maintains deferred compensation plans for the benefit of certain employees and non-executive officers. As of July 3, 2026 and December 31, 2025 the fair value of these plans were $ 21.5 million and $ 19.9 million, respectively. These plans are deemed to be Level Two within the 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 entered into forward currency contract agreements between the U.S. Dollar and the Mexican Peso as part of its risk management strategy. At December 31, 2025, the Company’s Mexican Peso forward currency contracts were fully settled and there were no notional amounts outstanding as of July 3, 2026. These forward currency contract agreements were designated and qualified 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 unaudited Condensed 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 unaudited Condensed Consolidated Statements of Operations. The contracts are recorded at fair value and deemed to be Level Two in the fair value hierarchy.
During the three and six months ended July 3, 2026, the Company recognized a gain of $ 0.3 million and $ 1.3 million, respectively, in Cost of Sales on its Condensed Consolidated Statements of Operations related to its forward currency contracts designated as cash flow hedges that previously settled in the fourth quarter of 2025. At July 4, 2025, the Company’s forward currency contracts had a Mexican Peso notional amount of approximately $ 506.0 million and a U.S. Dollar aggregate notional amount of $ 24.7 million. During the three and six months ended July 4, 2025, the Company recognized a realized loss of $ 0.3 million and $ 1.5 million, respectively, in Cost of Sales on its Condensed Consolidated Statements of Operations related to its forward currency contracts designated as cash flow hedges.
The Company also entered into forward currency contracts on February 19, 2026 for the purpose of managing its exposure to currency exchange rate risk arising from intercompany loan balances between foreign-denominated subsidiaries (the “February 2026 forwards”). The February 2026 forwards were designated and qualified as fair value hedges and matured on July 2, 2026. During the three and six months ended July 3, 2026, the Company recognized a net gain of $ 5.0 million and $ 12.7 million, respectively, in Selling, general, and administrative expense on its Consolidated Statements of Operations related to the effect of exchange rate movements on its forward currency contract derivatives.
The Company entered into new forward currency contracts during the second quarter of 2026 for the purpose of managing its exposure to currency exchange rate risk arising from intercompany loan balances between foreign-denominated subsidiaries. As of July 3, 2026, the outstanding forward currency contracts, which mature on April 15, 2027, have notional amounts of $ 150.1 million to purchase U.S. Dollars and sell Euros and $ 153.0 million to purchase U.S. Dollars and sell Swiss Francs. These contracts were designated and qualified as fair value hedges as of July 3, 2026.
Cross-currency Swap Contracts
The Company has cross-currency swap agreements to hedge its net investment in its Swiss Franc-denominated legal entity and its subsidiaries against adverse movements in exchange rates between the U.S. Dollar and the Swiss Franc. Certain of these cross-currency swap agreements are designated and qualified as net investment hedges. As of July 3, 2026, the designated cross-currency swap agreements had an aggregate Swiss Franc notional amount of approximately CHF 1.1 billion and an aggregate U.S. Dollar notional amount of $ 1.4 billion. The remaining cross-currency swap agreements were not designated as hedging instruments and had an aggregate Swiss Franc notional amount of CHF 81.4 million and an aggregate U.S. Dollar notional amount of $ 101.3 million as of July 3, 2026. Both the designated and undesignated cross-currency swap agreements are recorded at fair value and deemed to be Level Two in the fair value hierarchy.
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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(Unaudited)
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 change in fair value attributable to foreign currency exchange rate movements are recorded in Accumulated other comprehensive loss within the Condensed Consolidated Balance Sheet and reported as part of the foreign currency translation adjustment in the Condensed Consolidated Statements of Comprehensive Income (Loss). Amounts recorded in Accumulated other comprehensive income (loss) are reclassified out of Accumulated other comprehensive income (loss) into earnings only upon the sale or substantial liquidation of the hedged net investment.
The Company recognized interest income on its designated cross-currency swap agreements of $ 10.5 million and $ 20.5 million for the three and six months ended July 3, 2026 and $ 12.0 million and $ 24.3 million for three and six months ended July 4, 2025, respectively, which is included within Interest expense, net in the Condensed Consolidated Statements of Operations, consistent with the accounting for designated derivative instruments.
As of January 1, 2026, three cross-currency swap agreements previously designated as net investment hedges, with an aggregate Swiss Franc notional amount of CHF 273.0 million were dedesignated. The dedesignation resulted from the aggregate notional amount of designated cross-currency swaps exceeding the Company’s net investment in its Swiss Franc-denominated legal entity and its subsidiaries due to the prior-year goodwill impairment charges.
In February 2026, the Company partially reduced the excess of the cross-currency swap notional amount relative to the hedge of net investment through a legal entity restructuring. As of April 4, 2026 two of the undesignated agreements were able to be re-designated as net investment hedges, with an aggregate Swiss Franc notional amount of CHF 136.5 million.
For the cross-currency swap agreements that are not designated as net investment hedges, changes in fair value are recognized in non-operating Other income (expense), net in the Consolidated Statement of Operations. For the three and six months ended July 3, 2026, the Company recognized a mark-to-market fair value loss of $ 2.2 million and $ 1.9 million, respectively, and received $ 1.4 million and $ 3.7 million cash interest benefit related to its undesignated cross-currency swap agreements, which are both presented within Other income (expense), net in the Consolidated Statement of Operations, consistent with the accounting for undesignated derivative instruments.
In January 2025, cross-currency swap agreements designated as net investment hedges with an aggregate Swiss Franc notional amount of CHF 272 million were de-designated and settled for a $ 1.6 million cash inflow reflected within investing activities in the Consolidated Statements of Cash Flows. The $ 2.5 million gain on settlement is reported in the Condensed Consolidated Balance Sheet as part of Accumulated other comprehensive income (loss) and in the Company’s Condensed Consolidated Statements of Comprehensive Income (Loss) as part of the foreign currency translation adjustment. The Company contemporaneously entered into new cross-currency swap agreements for the same Swiss Franc notional amount and designated them as a hedge of its net investment in its Swiss Franc-denominated subsidiaries.
The following table presents the effect of the Company’s designated hedging instruments on Accumulated other comprehensive income (loss) for the three and six months ended July 3, 2026 and July 4, 2025:
Three Months Ended Six Months Ended
July 3, 2026 July 4, 2025 July 3, 2026 July 4, 2025
(In thousands)
Gain (loss) on cross-currency swaps $ 309 $ ( 115,070 ) $ 6,552 $ ( 173,005 )
Gain (loss) on forward currency contracts ( 305 ) 3,420 ( 1,331 ) 6,303
$ 4 $ ( 111,650 ) $ 5,221 $ ( 166,702 )
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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(Unaudited)
The following table presents the fair value of the Company’s derivative financial instruments as well as their classification on the Condensed Consolidated Balance Sheets as of July 3, 2026 and December 31, 2025:
(In thousands) Location on Unaudited Consolidated Balance Sheets (1)
July 3, 2026 December 31, 2025
Derivative Assets
Designated Hedging Instruments
Forward currency contracts Other current assets $ — $ —
Cross-currency swaps Other current assets 32,705 34,176
32,705 34,176
Non-Designated Hedging Instruments
Cross-currency swaps Other current assets $ 3,314 $ —
Total Derivative Assets $ 36,019 $ 34,176
Derivative Liabilities
Designated Hedging Instruments
Forward currency contracts Accrued liabilities $ 1,681 $ —
Cross-currency swaps Accrued liabilities 49,649 51,485
Cross-currency swaps Other long-term liabilities 151,754 170,666
$ 203,084 $ 222,151
Non-Designated Hedging Instruments
Cross-currency swaps Other long-term liabilities $ 15,068 $ —
Total Derivative Liabilities $ 218,152 $ 222,151
(1) The Company classifies derivative assets and liabilities as current when the settlement date of the contract is one year or less.
12. Commitments and Contingencies
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 either it will prevail, has adequate insurance coverage or has established appropriate accruals to cover potential liabilities. Legal costs related to proceedings or claims are recorded as incurred. Other costs that management estimates may be paid related to the claims are accrued when the liability is considered probable and the amount can be reasonably estimated. There can be no assurance, however, as to the ultimate outcome of any of these matters, and if all or substantially all of these proceedings were to be determined adverse to the Company, there could be a material adverse effect on the financial condition, results of operations or cash flow of the Company.
For further description of the Company’s litigation and contingencies, reference is made to Note 18, “Commitments and Contingencies” in the Notes to Consolidated Financial Statements in the Company’s 2025 Form 10-K.
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ENOVIS CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(Unaudited)
13. Segment Information
The Company conducts its continuing operations through the Prevention & Recovery and Reconstructive operating segments, which also represent the Company’s reportable segments.
▪ P&R - 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.
• Recon - an innovation market-leader positioned in the fast-growing surgical implant business, offering a comprehensive suite of reconstructive joint products for the hip, knee, shoulder, elbow, foot, ankle, and finger, and surgical productivity tools.
The Company’s management, including the chief operating decision maker, evaluates the operating results of each of its reportable segments based upon Net sales and Adjusted EBITDA. 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 the effect of Other (income) expense, net, non-operating (gain) loss on investments, debt extinguishment charges, interest expense, net, restructuring charges, Medical Device Regulation (MDR) and other costs, strategic transaction costs, stock-based compensation, depreciation and other amortization, acquisition-related intangible asset amortization, purchase of royalty interest, and goodwill impairment charges from the results of the Company’s operating segments.
For the three and six months ended July 3, 2026, we revised our definition of Adjusted EBITDA to no longer adjust for inventory step-up charges. Adjusted EBITDA in prior periods has been revised to reflect this change for consistency of presentation.
The chief operating decision maker is a group, which includes both the Company’s Chief Executive Officer and Chief Financial Officer. The chief operating decision maker uses Adjusted EBITDA because this measure assists our management in comparing operating performance over time because certain items 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.
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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(Unaudited)
The Company’s segment results were as follows:
Three Months Ended Six Months Ended
July 3, 2026 July 4, 2025 July 3, 2026 July 4, 2025
(In thousands)
Prevention & Recovery:
Net sales $ 288,248 $ 290,570 $ 560,266 $ 563,154
Segment cost of sales 124,094 131,336 249,851 260,100
Segment research and development 7,706 9,669 15,453 18,910
Segment operating expense 111,250 107,523 223,720 215,367
Total segment expenses 243,050 248,528 489,024 494,377
Add: Depreciation 5,129 4,689 10,194 8,857
Adjusted EBITDA (non-GAAP) $ 50,327 $ 46,731 $ 81,436 $ 77,634
Reconstructive:
Net sales $ 294,534 $ 273,975 $ 611,667 $ 560,225
Segment cost of sales 98,873 97,750 196,208 195,024
Segment research and development 23,980 21,031 47,766 40,318
Segment operating expense 141,376 134,729 290,659 273,666
Total segment expenses 264,229 253,510 534,633 509,008
Add: Depreciation 23,689 23,957 49,418 49,354
Adjusted EBITDA (non-GAAP) (1)
$ 53,994 $ 44,422 $ 126,452 $ 100,571
Total:
Net Sales $ 582,782 $ 564,545 $ 1,171,933 $ 1,123,379
Adjusted EBITDA (non-GAAP) (1)
$ 104,321 $ 91,153 $ 207,888 $ 178,205
(1) In conjunction with our Form 10-Q filing for the three months ended April 3, 2026, we revised our definition of Adjusted EBITDA to no longer adjust for inventory step-up charges. Adjusted EBITDA in prior periods has been revised to reflect this change for consistency of presentation. Accordingly, Adjusted EBITDA for the three and six months ended July 4, 2025 has been revised from $ 97.2 million and $ 196.3 million, as presented in our Form 10-Q for the period ended July 4, 2025, to $ 91.2 million and $ 178.2 million, respectively, reflecting the removal of a $ 6.0 million and $ 18.1 million adjustment for inventory step-up in connection with acquired businesses. Adjusted EBITDA for our Recon segment for the three and six months ended July 4, 2025 has also been revised from $ 50.4 million and $ 118.7 million , as presented in our Form 10-Q for the period ended July 4, 2025, to $ 44.4 million and $ 100.6 million, respectively, reflecting the removal of the same $ 6.0 million and $ 18.1 million adjustment for inventory step-up in connection with acquired businesses from the prior period.
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ENOVIS CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(Unaudited)
The following is a reconciliation of Net Loss to Adjusted EBITDA:
Three Months Ended Six Months Ended
July 3, 2026 July 4, 2025 July 3, 2026 July 4, 2025
(In thousands)
Net Loss (GAAP) $ ( 1,036 ) $ ( 36,548 ) $ ( 9,486 ) $ ( 92,253 )
Loss from discontinued operations, net of taxes — 93 39 218
Income tax expense (benefit) 8,501 10,801 17,546 9,032
Restructuring charges (1)
4,859 920 7,567 4,829
MDR and other costs (2)
710 3,320 1,904 6,558
Strategic transaction costs (3)
1,408 13,450 12,440 25,504
Stock-based compensation 8,902 8,668 17,652 16,075
Depreciation and other amortization 29,468 28,588 60,917 58,212
Amortization of acquired intangibles 41,561 42,962 83,465 84,774
Purchase of royalty interest (5)
— 10,041 — 45,818
Interest expense, net 8,038 9,294 17,207 18,482
Other (income) expense, net (4)
1,910 ( 436 ) ( 1,363 ) 956
Adjusted EBITDA (non-GAAP) (6)
$ 104,321 $ 91,153 $ 207,888 $ 178,205
(1) Restructuring charges reflect costs associated with the Company’s restructuring programs to reduce the structural costs of the Company. For further information, see Note 10, “Accrued Liabilities - Accrued Restructuring Liability. ” Includes expenses of $ 0.2 million and $ 0.3 million classified as Cost of sales on the Company’s Condensed Consolidated Statements of Operations for the three and six months ended July 4, 2025, respectively. There were no similar charges for the three and six months ended July 3, 2026.
(2) MDR and other costs includes (i) $ 0.4 million and $ 1.2 million for the three and six months ended July 3, 2026 and $ 2.8 million and $ 5.4 million for the three and six months ended July 4, 2025, 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) $ 0.3 million and $ 0.7 million for the three and six months ended July 3, 2026 and $ 0.4 million and $ 1.1 million for the three and six months ended July 4, 2025, respectively, of expenses to resolve certain infrequent, non-recurring regulatory or other legal matters. These costs are classified as Selling, general and administrative expense on our Condensed Consolidated Statements of Operations.
(3) Strategic transaction costs includes: (i) $ 4.7 million and $ 11.7 million for the three and six months ended July 3, 2026 and $ 7.8 million and $ 16.5 million for the three and six months ended July 4, 2025, 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 non-recurring 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) $( 3.5 ) million and $ 0.3 million for the three and six months ended July 3, 2026 and $ 5.4 million and $ 8.2 million for the three and six months ended July 4, 2025, including a $ 5.7 million non-cash gain upon the reversal of a portion of a contingent consideration liability (See Note 11, “Financial Instruments and Fair Value Measurements” for additional information), partially offset by non-recurring (non-Lima) acquisition integration costs and other non-recurring project costs for global ERP rationalization and shared service center start-up, and (iii) $ 0.2 million and $ 0.4 million for the three and six months ended July 3, 2026 and $ 0.3 million and $ 0.8 million for the three and six months ended July 4, 2025, respectively, related to the Separation of our former fabrication technology business. These costs are classified as Selling, general and administrative expense on our Condensed Consolidated Statements of Operations.
(4) Includes the fair value gain adjustment for non-designated cross-currency swaps in 2026. Includes the final fair value loss adjustment for the Contingent Acquisition Shares issued in the first quarter of 2025.
(5) Purchase of royalty interest represents the one-time, up-front expense incurred by the Company to acquire the economic rights to future royalties under product development agreements in connection with the termination of such agreements as part of a strategic shift to a new product development model. The Company believes that excluding the impact of such expense enhances comparability between periods, provides investors with a clear and meaningful view of our underlying business trends and aligns with how management evaluates the ongoing business performance.
(6) In conjunction with our Form 10-Q filing for the three months ended April 3, 2026, we revised our definition of Adjusted EBITDA to no longer adjust for inventory step-up charges. Adjusted EBITDA in prior periods has been revised to reflect this change for consistency of presentation. Accordingly, Adjusted EBITDA for the three and six months ended July 4, 2025 has been revised from $ 97.2 million and $ 196.3 million, respectively, as presented in our Form 10-Q for the period ended July 4, 2025, to $ 91.2 million and $ 178.2 million, reflecting the removal of a $ 6.0 million and $ 18.1 million, respectively, adjustment for inventory step-up in connection with acquired businesses.
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ENOVIS CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(Unaudited)
The Company’s total assets and capital expenditures by segment were as follows:
July 3, 2026 December 31, 2025
(In thousands)
Total assets (1) :
Prevention & Recovery $ 1,420,223 $ 1,474,243
Reconstructive 2,345,903 2,360,494
Total $ 3,766,126 $ 3,834,737
(1) Includes allocation of certain centrally managed assets, including cash and cash equivalents.
Three Months Ended Six Months Ended
July 3, 2026 July 4, 2025 July 3, 2026 July 4, 2025
(In thousands)
Capital expenditures (2) :
Prevention & Recovery $ 7,106 $ 5,542 $ 14,307 $ 14,335
Reconstructive 36,789 38,827 82,392 73,296
Total capital expenditures $ 43,895 $ 44,369 $ 96,699 $ 87,631
(2) Includes allocation of capital expenditures from certain corporate/centrally managed functions.
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