Enovis Corp 2025年季度报告

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted and posted pursuant to Rule 405 ofRegulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).Yes☑No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerginggrowth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of theExchange Act. PART I - FINANCIAL INFORMATION ENOVIS CORPORATIONCONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS ENOVIS CORPORATIONCONDENSED CONSOLIDATED STATEMENTS OF EQUITY 1.General Enovis Corporation (the “Company” or “Enovis”) is an innovation-driven medical technology growth company dedicated todeveloping clinically differentiated solutions that generate measurably better patient outcomes and transform workflows. The Companyconducts its business throughtwooperating segments, Prevention & Recovery (“P&R”) and Reconstructive (“Recon”). The P&R segmentprovides orthopedic and recovery science solutions, including devices, software, and services across the patient care continuum from The Condensed Consolidated Financial Statements included in this quarterly report have been prepared by the Company in accordancewith the rules and regulations of the Securities and Exchange Commission (“SEC”) and accounting principles generally accepted in theUnited States of America (“GAAP”) for interim financial statements and reflect, in the opinion of management, all adjustments, whichconsist solely of normal recurring adjustments, necessary to present fairly the Company’s financial position and results of operations as ofand for the periods indicated. The Condensed Consolidated Balance Sheet as of December31, 2024 is derived from the Company’s audited The Company makes certain estimates and assumptions in preparing its Condensed Consolidated Financial Statements in accordancewith GAAP. These estimates and assumptions affect the reported amounts of assets and liabilities, the disclosure of contingent assets and 2.Recently Issued Accounting Pronouncements The Company adopted (“ASU”) 2023-07,Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosuresas ofDecember31, 2024.The adoption did not have a material impact on the Company’s Consolidated Financial Statements but did require Other recently issued accounting pronouncements are not expected to have a material impact on the Company's quarterly consolidatedfinancial statements. 3.Acquisitions and Investments 2025 Acquisitions In the first quarter of 2025, the Company completedfivebolt-on acquisitions for $30.0million total purchase consideration, includingdeferred consideration and estimated contingent consideration.Threeacquisitions are in the Prevention & Recovery segment andtwoare For the acquisitions in P&R, the Company paid a total of $7.1million, net of cash received, and estimated contingent consideration forfuture expected payments of $1.9million to acquire two companies. Additionally, the Company paid $6.5million in cash and recorded a For the acquisitions in Recon, the Company paid a total of $5.3million, net of cash received, and estimated contingent considerationfor future expected payments of $0.9million to acquire two companies, both of which are distribution partners for the Company’s surgicalimplant products in Europe. The business acquisitions are accounted for under the acquisition method of accounting, and accordingly, the Consolidated FinancialStatements include the financial position and results of operations from the acquisition dates. The Company preliminarily recorded 2024 Acquisitions On January3, 2024, the Company acquired LimaCorporate S.p.A. (“Lima”), a privately held global orthopedic company, at anenterprise value of €800million (the “Lima Acquisition”), consisting of (i) approximately €700million in cash consideration, whichincludes the repayment at closing of certain indebtedness of Lima and (ii)1,942,686shares of common stock of Enovis, par value $0.001per share (the “Contingent Acquisition Shares”), based upon a €100million value divided by the30-dayvolume weighted average price ofEnovis common stock as of the close of business on September 21, 2023. The Contingent Acquisition Shares were issuable intwoequaltranches withinsixandtwelve monthsof the acquisition date upon non-occurrence of certain future events, in each case subject to certainadjustments and conditions as provided for in the purchase agreement. The first tranche of Contingent Acquisition Shares was issued to the The Company also completed one asset acquisition in its Reconstructive segment in the second quarter of 2024 and one businessacquisition in its Prevention & Recovery segment in the third