Acquisitions, Investments and Divestitures |
9 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Oct. 03, 2025 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Business Combination, Asset Acquisition, and Joint Venture Formation [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Acquisitions, Investments and Divestitures | Acquisitions, Investments and Divestitures 2025 Acquisitions In the second quarter of 2025, the Company completed a business combination of a distributor and an asset acquisition of intellectual property for total consideration of $7.6 million. In the first quarter of 2025, the Company completed an asset acquisition of intellectual property and four business combinations, including the acquisitions of two P&R businesses and two distributors for total consideration of $30.1 million, including deferred and estimated contingent consideration. Of the 2025 transactions mentioned, three are in the P&R segment and four are in the Recon segment. For the transactions in P&R completed during the nine months ended October 3, 2025, the Company (i) paid a total of $7.0, 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 nine months ended October 3, 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 $0.9 million for three business combinations of distributors, and (ii) paid $1.5 million in cash for an asset acquisition of intellectual property. The transactions expanded distribution partners for the Company’s surgical implant products in Europe and added a complementary surgical product technology. The business combinations acquisitions are accounted for under the acquisition method of accounting, and accordingly, the Consolidated Financial Statements include the financial position and results of operations from the acquisition dates. The Company preliminarily recorded approximately $19.5 million in definite-lived intangible assets associated with the business combinations acquisitions. Purchase accounting procedures are ongoing and revisions may be recorded in future periods during the measurement period. The intellectual property acquisitions are accounted for as asset acquisitions. The Company also recorded an additional $16.3 million in definite-lived intangible assets associated with its asset acquisitions. 2025 Divestiture On October 3, 2025, the Board of Directors of Enovis Corporation approved the divestiture of the Company’s Dr Comfort Footcare Solutions product line of our P&R segment to Promus Equity Partners in an asset deal that includes inventory, machinery and equipment, and intangible assets for consideration of up to $60 million in cash, consisting of an upfront payment of $45 million and up to $15 million payable in the future upon the achievement of certain milestones (the “Dr Comfort Sale”). The intangibles include all trademarks and technology of Dr Comfort as well as U.S. customer relationships. On October 7, 2025, the Company signed the agreement of sale and closed the transaction. The accompanying Condensed Consolidated Balance Sheet reflects the Dr Comfort assets as held for sale on the balance sheet as of October 3, 2025. The Dr Comfort Sale 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, for a total carrying value of $50.6 million. The estimated fair value was determined to be $42.9 million based on the expected sale price of the business less the cost to sell. This estimate does not include any contingent consideration as management concluded it is not probable at this time. Accordingly, the Company recognized a loss of $7.6 million on the held for sale net assets for the three months ended October 3, 2025, which has been recorded within Goodwill impairment charge on the Condensed Consolidated Statements of Operations. The following table summarizes the major classes of assets and liabilities held for sale that were included in the Company’s consolidated balance sheets as of October 3, 2025 and December 31, 2024:
(1) This represents the remaining goodwill balance in Assets held for sale as of October 3, 2025 after the held for sale impairment charge. 2024 Acquisitions On January 3, 2024, the Company acquired LimaCorporate S.p.A. (“Lima”), a privately held global orthopedic company, at an enterprise value of €800 million (the “Lima Acquisition”), consisting of (i) approximately €700 million in cash consideration, which includes the repayment at closing of certain indebtedness of Lima and (ii) 1,942,686 shares of common stock of Enovis, par value $0.001 per share (the “Contingent Acquisition Shares”), based upon a €100 million value divided by the 30-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 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 Contingent Acquisition Shares was issued to the seller on July 16, 2024 and the second tranche was issued on January 15, 2025. The cash paid for acquisition was $757.7 million, net of acquired cash. Since the acquisition occurred at the beginning of 2024, the results of operations are fully included in both periods presented, and the purchase accounting was finalized as of December 31, 2024. See Note 5, “Acquisitions” in the Notes to Consolidated Financial Statements in the Company’s 2024 Form 10-K for further information regarding the Lima Acquisition. The Company also completed one distributor acquisition in its Reconstructive segment in the second quarter of 2024 and one distributor acquisition in its Prevention & Recovery segment in the third quarter of 2024 for aggregate purchase consideration of $4.0 million. Investments For the quarter ended October 3, 2025, the Company made two new investments for aggregate cash consideration of $2.4 million. As of October 3, 2025, the balance of investments held by the Company without readily determinable fair values was $22.8 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. |
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