UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): February 23, 2023
Enovis Corporation
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction | (Commission | (I.R.S. Employer | ||||||
| of incorporation) | File Number) | Identification No.) | ||||||
(Address of Principal Executive Offices) (Zip Code)
(302 252-9160
(Registrant's telephone number, including area code)
(Former name, former address and former fiscal year, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||
Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 2.02. Results of Operations and Financial Condition.
On February 23, 2023, the Company issued a press release reporting financial results for the fourth quarter ended December 31, 2022. A copy of the Company's press release is attached to this report as Exhibit 99.1 and is incorporated into Item 2.02 of this report by reference. The Company has scheduled a conference call for 8:30 a.m. Eastern on February 23, 2023 to discuss its financial results.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
104 Cover Page Interactive Data File - The cover page from this Current Report on Form 8-K is formatted in Inline XBRL
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: | February 23, 2023 | Enovis Corporation | ||||||||||||
| By: | /s/ John Kleckner | |||||||||||||
| Name: | John Kleckner | |||||||||||||
| Title: | Vice President | |||||||||||||
| Controller and Chief Accounting Officer | ||||||||||||||
| (Principal Accounting Officer) | ||||||||||||||
Enovis Announces Fourth Quarter and Full Year 2022 Results
•Completed first year as independent Med Tech growth company with sales growth of 10%, organic growth of 6% and EBITDA margin expansion
•Grew fourth quarter sales 2% to $409 million, with 5% organic growth over the prior year quarter, and double-digit growth performance in its Reconstructive segment
•Reported a fourth quarter net loss from continuing operations of $0.71 per diluted share with adjusted earnings per share of $0.72
WILMINGTON, DE, February 23, 2023 (GLOBE NEWSWIRE)—Enovis™ Corporation (NYSE: ENOV), an innovation-driven, medical technology growth company, today announced its financial results for the fourth quarter and fiscal year ended December 31, 2022. The Company will host an investor conference call and live webcast to discuss these results today at 8:30 am ET.
Fourth Quarter and Fiscal Year 2022 Financial Results
Enovis’ fourth quarter net sales of $409 million grew 2% from the prior year, reflecting 5% organic growth offset by a 3% currency headwind. Sales in the Reconstructive segment grew 12%, and 14% on an organic basis, and its Prevention and Recovery segment declined 2% with 1% organic growth. For the 2022 fiscal year, net sales grew 10% to $1.6 billion, with organic growth of 6%.
Enovis also reported a fourth quarter operating loss of $28 million or 6.9% of sales, and adjusted EBITDA of $75 million, or 18.3% of sales, an improvement of 290 basis points versus the comparable prior year quarter. Full year operating loss was $71 million or 4.6% of sales and adjusted EBITDA margins improved 70 basis points to 15.1%.
The Company reported a fourth quarter 2022 net loss from continuing operations of $55 million, or $0.71 per diluted share, and adjusted earnings per share of $0.72. For the 2022 fiscal year, the Company reported a net loss from continuing operations of $38 million, or $0.25 per diluted share, while adjusted earnings per diluted share grew 15% from the prior year to $2.27.
“In our first year as an independent med-tech growth company, Enovis delivered strong financial results,” said Matt Trerotola, Chief Executive Officer of Enovis. “Our teams managed through macro-economic and market challenges and delivered solid progress towards our strategic goals. We are building a company that can deliver sustainable high-single-digit organic growth and annual margin expansion, supported by our impactful innovation and investments in faster-growing market sectors. Our teams are harnessing our EGX business system and culture of continuous improvement to drive growth, expand margins and compound value for shareholders.”
2022 Business Highlights
•Successfully launched Enovis as an independent med-tech growth company
•Delivered double-digit organic growth in the Reconstructive segment
•Grew Prevention and Recovery with new product innovation in rehab and bracing solutions and expanded leading MotionMD® platform
•Recent acquisitions performed well, delivering double-digit organic growth, and made solid progress against integration and scaling targets
•Ramping up investments in research and development and building capabilities in enabling technology, highlighted by the acquisition of Insight Medical Systems with its leading augmented reality system, ARVIS®
2023 Financial Outlook
Enovis also announced financial expectations for 2023. Revenue is expected to organically grow 5-6% from the prior year, with adjusted EBITDA of $255 to $265 million and adjusted earnings per diluted share in the range of $2.15 to $2.30.
Conference call and Webcast
Investors can access the webcast via a link on the Enovis website, www.enovis.com. For those planning to participate on the call, please dial (833) 630-1956 (U.S. callers) or +1 (412) 317-1873 (International callers) and ask to join the Enovis call. A link to a replay of the call will also be available on the Enovis website later in the day.
ABOUT ENOVIS
Enovis Corporation (NYSE: ENOV) is an innovation-driven medical technology growth company dedicated to developing clinically differentiated solutions that generate measurably better patient outcomes and transform workflows. Powered by a culture of continuous improvement, global talent and innovation, the Company’s extensive range of products, services and integrated technologies fuels active lifestyles in orthopedics and beyond. The Company’s shares of common stock are listed in the United States on the New York Stock Exchange under the symbol ENOV. For more information about Enovis, please visit www.enovis.com.
Forward-Looking Statements
This press release includes forward-looking statements, including forward-looking statements within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. Such forward-looking statements include, but are not limited to, statements concerning Enovis’ plans, goals, objectives, outlook, expectations and intentions, including the anticipated benefits of the recently completed spin-off of ESAB Corporation into an independent publicly traded company (the “Separation”) and other statements that are not historical or current fact. Forward-looking statements are based on Enovis’ current expectations and involve risks and uncertainties that could cause actual results to differ materially from those expressed or implied in such forward-looking statements. Factors that could cause Enovis’ results to differ materially from current expectations include, but are not limited to, risks related to the impact of the COVID-19 global pandemic, including the scope and duration of the outbreak, the rise, prevalence and severity of variants of the virus, material delays and cancellations of medical procedures, the nature and effectiveness of actions and restrictive measures by governments, businesses and individuals in response to the situation, and their impact on the global and regional economies, financial markets, creditworthiness and financial viability of customers, and overall demand for our products; the war in
Ukraine and escalating geopolitical tensions as a result of Russia’s invasion of Ukraine; macroeconomic conditions, including the impact of increasing inflationary pressures; supply chain disruptions; increasing energy costs and availability concerns, particularly in the European market; the potential to incur significant liability if the Separation is determined to be a taxable transaction; the ability to realize the anticipated benefits of the Separation, the financial and operating performance of the company following the Separation; other impacts on Enovis’ business and ability to execute business continuity plans; and the other factors detailed in Enovis’ reports filed with the U.S. Securities and Exchange Commission (the “SEC”), including its most recent Annual Report on Form 10-K and subsequent Quarterly Reports on Form 10-Q under the caption “Risk Factors,” as well as the other risks discussed in Enovis’ filings with the SEC. In addition, these statements are based on assumptions that are subject to change. This press release speaks only as of the date hereof. Enovis disclaims any duty to update the information herein.
Non-GAAP Financial Measures
Enovis has provided in this press release financial information that has not been prepared in accordance with accounting principles generally accepted in the United States of America (“non-GAAP”). These non-GAAP financial measures may include one or more of the following: adjusted net income from continuing operations, adjusted net income per diluted share from continuing operations, adjusted EBITDA (earnings before interest, taxes, depreciation and amortization), adjusted EBITDA margin and organic sales growth.
Adjusted net income from continuing operations and Adjusted net income per diluted share from continuing operations excludes restructuring and other charges, European Union Medical Device Regulation (“MDR”) and related costs, amortization of acquired intangibles, inventory step up costs, strategic transaction costs, debt extinguishment costs, insurance settlement gain, gains and losses on the Company’s investments, and stock compensation costs. Adjusted net income adjusts interest expense to reflect pro forma interest from the Company’s term loan facility under the Company’s current capital structure after giving effect to the completing of the refinancing transactions in connection with the Separation, and it includes the tax effect of adjusted pre-tax income at applicable tax rates and other tax adjustments. Enovis also presents adjusted net income margin from continuing operations, which is subject to the same adjustments as adjusted net income from continuing operations.
Adjusted EBITDA represents net income or loss from continuing operations excluding taxes, depreciation and amortization, stock-based compensation costs and restructuring and other charges, MDR and related costs, strategic transaction costs, insurance settlement (gain) loss, and inventory step up costs. Enovis presents adjusted EBITDA margin, which is subject to the same adjustments as adjusted EBITDA.
Organic sales growth excludes the impact of acquisitions and foreign exchange rate fluctuations.
These non-GAAP financial measures assist Enovis management in comparing its operating performance over time because certain 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 that are fundamentally different from the ongoing productivity improvements of the Company. Enovis management also believes that presenting these measures allows investors to view its performance using the same measures that the Company uses in evaluating its financial and business performance and trends. Non-GAAP financial measures should not be considered in isolation from, or as a substitute for, financial information calculated in accordance with GAAP. Investors are encouraged to review the reconciliation of these non-GAAP measures to their most directly comparable GAAP financial measures. A reconciliation of non-GAAP financial measures presented above to GAAP results has been provided in the financial tables included in this press release. Enovis does not provide reconciliations of adjusted EBITDA or adjusted earnings per share on a forward-looking basis to the closest GAAP financial measures, as such information is not available without unreasonable efforts on a forward-looking basis due to uncertainties regarding, and the potential variability of, reconciling items
excluded from these measures. These items are uncertain, depend on various factors, and could have a material impact on GAAP reported results for the guidance period.
Derek Leckow
Vice President, Investor Relations
Enovis Corporation
+1-302-421-1971
investorrelations@enovis.com
Enovis Corporation
Combined Statements of Operations
Dollars in thousands, except per share data
(Unaudited)
| Three Months Ended | Year Ended | ||||||||||||||||||||||
| December 31, 2022 | December 31, 2021 | December 31, 2022 | December 31, 2021 | ||||||||||||||||||||
| Net sales | $ | 408,713 | $ | 399,058 | $ | 1,563,101 | $ | 1,426,188 | |||||||||||||||
| Cost of sales | 176,960 | 191,134 | 693,718 | 648,513 | |||||||||||||||||||
| Gross profit | 231,753 | 207,924 | 869,383 | 777,675 | |||||||||||||||||||
| Gross profit margin | 56.7 | % | 52.1 | % | 55.6 | % | 54.5 | % | |||||||||||||||
| Selling, general and administrative expense | 208,589 | 178,555 | 772,913 | 665,775 | |||||||||||||||||||
| Research and development expense | 14,725 | 15,234 | 60,827 | 49,094 | |||||||||||||||||||
| Amortization of acquired intangibles | 31,698 | 28,853 | 126,301 | 116,920 | |||||||||||||||||||
| Insurance settlement gain | (4,646) | — | (36,705) | — | |||||||||||||||||||
| Restructuring and other charges | 9,572 | 3,492 | 17,225 | 8,685 | |||||||||||||||||||
| Operating loss | (28,185) | (18,210) | (71,178) | (62,799) | |||||||||||||||||||
| Operating loss margin | (6.9) | % | (4.6) | % | (4.6) | % | (4.4) | % | |||||||||||||||
| Interest expense, net | 6,108 | 6,361 | 24,052 | 29,112 | |||||||||||||||||||
| Debt extinguishment charges | 292 | — | 20,396 | 29,870 | |||||||||||||||||||
| Gain on investment in ESAB Corporation | (30,257) | — | (102,669) | — | |||||||||||||||||||
| Gain on cost basis investment | — | — | (8,800) | — | |||||||||||||||||||
| Other income | (1,788) | — | (2,088) | — | |||||||||||||||||||
| Loss from continuing operations before income taxes | (2,540) | (24,571) | (2,069) | (121,781) | |||||||||||||||||||
| Income tax expense (benefit) | 52,296 | (9,877) | 36,120 | (19,528) | |||||||||||||||||||
| Net loss from continuing operations | (54,836) | (14,694) | (38,189) | (102,253) | |||||||||||||||||||
| Income from discontinued operations, net of taxes | 16,267 | 14,173 | 26,430 | 178,531 | |||||||||||||||||||
| Net income (loss) | (38,569) | (521) | (11,759) | 76,278 | |||||||||||||||||||
| Less: net income attributable to noncontrolling interest from continuing operations - net of taxes | 34 | 216 | 567 | 1,052 | |||||||||||||||||||
| Less: net income attributable to noncontrolling interest from discontinued operations - net of taxes | — | 1,170 | 966 | 3,569 | |||||||||||||||||||
| Net income (loss) attributable to Enovis Corporation | $ | (38,603) | $ | (1,907) | $ | (13,292) | $ | 71,657 | |||||||||||||||
| Net income (loss) per share - basic and diluted | |||||||||||||||||||||||
| Continuing operations | $ | (1.01) | $ | (0.28) | $ | (0.72) | $ | (2.02) | |||||||||||||||
| Discontinued operations | $ | 0.30 | $ | 0.24 | $ | 0.47 | $ | 3.42 | |||||||||||||||
| Consolidated operations | $ | (0.71) | $ | (0.04) | $ | (0.25) | $ | 1.40 | |||||||||||||||
Enovis Corporation
Reconciliation of GAAP to non-GAAP Financial Measures
Change in Sales
Dollars in millions
(Unaudited)
| Net Sales | |||||||||||||||||||||||||||||||||||
| Prevention and Recovery | Reconstructive | Total Enovis | |||||||||||||||||||||||||||||||||
| $ | Change % | $ | Change % | $ | Change % | ||||||||||||||||||||||||||||||
| For the three months ended December 31, 2021 | $ | 268.2 | $ | 130.8 | $ | 399.0 | |||||||||||||||||||||||||||||
| Components of Change: | |||||||||||||||||||||||||||||||||||
Existing businesses(1) | 3.1 | 1.2 | % | 17.7 | 13.5 | % | 20.8 | 5.2 | % | ||||||||||||||||||||||||||
Acquisitions(2) | — | — | % | 1.3 | 1.0 | % | 1.3 | 0.3 | % | ||||||||||||||||||||||||||
Foreign currency translation(3) | (8.8) | (3.3) | % | (3.6) | (2.8) | % | (12.4) | (3.1) | % | ||||||||||||||||||||||||||
| (5.7) | (2.1) | % | 15.4 | 11.8 | % | 9.7 | 2.4 | % | |||||||||||||||||||||||||||
| For the three months ended December 31, 2022 | $ | 262.6 | $ | 146.2 | $ | 408.7 | |||||||||||||||||||||||||||||
(1) Excludes the impact of foreign exchange rate fluctuations and acquisitions, thus providing a measure of growth due to factors such as price, product mix and volume.
(2) Represents the incremental sales as a result of acquisitions closed subsequent to the beginning of the prior year period.
(3) Represents the difference between prior year sales valued at the actual prior year foreign exchange rates and prior year sales valued at current year foreign exchange rates.
| Net Sales | |||||||||||||||||||||||||||||||||||
| Prevention and Recovery | Reconstructive | Total Enovis | |||||||||||||||||||||||||||||||||
| $ | Change % | $ | Change % | $ | Change % | ||||||||||||||||||||||||||||||
| For the year ended December 31, 2021 | $ | 1,026.0 | $ | 400.2 | $ | 1,426.2 | |||||||||||||||||||||||||||||
| Components of Change: | |||||||||||||||||||||||||||||||||||
Existing businesses(1) | 32.5 | 3.2 | % | 47.1 | 11.8 | % | 79.6 | 5.6 | % | ||||||||||||||||||||||||||
Acquisitions(2) | — | — | % | 93.3 | 23.3 | % | 93.3 | 6.5 | % | ||||||||||||||||||||||||||
Foreign currency translation(3) | (30.9) | (3.0) | % | (5.1) | (1.3) | % | (36.0) | (2.5) | % | ||||||||||||||||||||||||||
| 1.6 | 0.2 | % | 135.3 | 33.8 | % | 136.9 | 9.6 | % | |||||||||||||||||||||||||||
| For the year ended December 31, 2022 | $ | 1,027.6 | $ | 535.5 | $ | 1,563.1 | |||||||||||||||||||||||||||||
(1) Excludes the impact of foreign exchange rate fluctuations and acquisitions, thus providing a measure of growth due to factors such as price, product mix and volume.
(2) Represents the incremental sales as a result of acquisitions closed subsequent to the beginning of the prior year period.
(3) Represents the difference between prior year sales valued at the actual prior year foreign exchange rates and prior year sales valued at current year foreign exchange rates.
Enovis Corporation
Reconciliation of GAAP to Non-GAAP Financial Measures
Dollars in millions, except per share data
(Unaudited)
| Three Months Ended | Year Ended | ||||||||||||||||||||||
| December 31, 2022 | December 31, 2021 | December 31, 2022 | December 31, 2021 | ||||||||||||||||||||
| Adjusted Net Income and Adjusted Net Income Per Share | |||||||||||||||||||||||
Net loss from continuing operations attributable to Enovis Corporation(1) (GAAP) | $ | (54.9) | $ | (14.9) | $ | (38.8) | $ | (103.3) | |||||||||||||||
Restructuring and other charges - pretax(2) | 10.5 | 8.7 | 19.0 | 13.9 | |||||||||||||||||||
MDR and related costs - pretax(3) | 6.1 | 2.4 | 16.7 | 7.9 | |||||||||||||||||||
| Amortization of acquired intangibles - pretax | 31.7 | 28.9 | 126.3 | 116.9 | |||||||||||||||||||
| Inventory step-up - pretax | 0.8 | 7.1 | 12.8 | 10.8 | |||||||||||||||||||
Strategic transaction costs - pretax(4) | 28.5 | 7.7 | 61.0 | 23.4 | |||||||||||||||||||
| Debt extinguishment charges - pretax | 0.3 | — | 20.4 | 29.9 | |||||||||||||||||||
Pro forma interest expense adjustment(5) | 1.5 | 5.4 | 12.5 | 25.1 | |||||||||||||||||||
Insurance settlement gain(6) | (4.6) | — | (36.7) | — | |||||||||||||||||||
| Gain on investment in ESAB Corporation | (30.3) | — | (102.7) | — | |||||||||||||||||||
| Gain on cost basis investment | — | — | (8.8) | — | |||||||||||||||||||
| Stock-based compensation | 9.8 | 6.7 | 31.5 | 25.7 | |||||||||||||||||||
| Other income | (1.8) | — | (2.1) | — | |||||||||||||||||||
Tax adjustment(7) | 41.6 | (7.6) | 12.6 | (48.5) | |||||||||||||||||||
| Adjusted net income from continuing operations (non-GAAP) | $ | 39.1 | $ | 44.2 | $ | 123.7 | $ | 101.9 | |||||||||||||||
| Adjusted net income margin from continuing operations | 9.6 | % | 11.1 | % | 7.9 | % | 7.1 | % | |||||||||||||||
| Weighted-average shares outstanding - diluted (in thousands) | 54,630 | 54,458 | 54,503 | 51,847 | |||||||||||||||||||
| Adjusted net income per share - diluted from continuing operations (non-GAAP) | $ | 0.72 | $ | 0.81 | $ | 2.27 | $ | 1.97 | |||||||||||||||
| Net loss per share - diluted from continuing operations (GAAP) | $ | (1.01) | $ | (0.28) | $ | (0.72) | $ | (2.02) | |||||||||||||||
__________
(1) Net loss from continuing operations attributable to Enovis Corporation for the respective periods is calculated using Net loss from continuing operations less the continuing operations component of the income attributable to noncontrolling interest, net of taxes, of $0.0 million and $0.6 million for the three months and year ended December 31, 2022, respectively, and $0.2 million and $1.1 million for the three months and year ended December 31, 2021, respectively.
(2) Restructuring and other charges includes $0.9 million and $1.7 million of expense classified as Cost of sales on our Consolidated Statements of Operations for the three months and year ended December 31, 2022, respectively, and $5.2 million of expense classified as Cost of sales on our Consolidated Statements of Operations for the three months and year ended December 31, 2021, respectively.
(3) Primarily related to costs specific to compliance with medical device reporting regulations and other requirements of the European Union Medical Device Regulation of 2017 (“MDR”). These costs are classified as Selling, general and administrative expense on our Consolidated Statements of Operations.
(4) Strategic transaction costs includes costs related to the Separation and certain transaction and integration costs related to recent acquisitions.
(5) Adjusts interest expense to reflect pro forma interest from the Company’s term loan facility under the Company’s current capital structure after giving effect to the completion of the refinancing transactions in connection with the Separation and is applied to all periods presented for the comparability of results.
(6) Insurance settlement gain relates to the Company’s 2019 acquisition of DJO.
(7) The effective tax rates used to calculate adjusted net income and adjusted net income per share were 21.4% and 15.9% for the three months and year ended December 31, 2022, respectively, and (5.3)% and 22.0% for the three months and year ended December 31, 2021, respectively.
Enovis Corporation
Reconciliation of GAAP to Non-GAAP Financial Measures
Dollars in millions
(Unaudited)
| Three Months Ended | Year Ended | ||||||||||||||||||||||
| December 31, 2022 | December 31, 2021 | December 31, 2022 | December 31, 2021 | ||||||||||||||||||||
| (Dollars in millions) | |||||||||||||||||||||||
Net loss from continuing operations (GAAP)(1) | $ | (54.8) | $ | (14.7) | $ | (38.2) | $ | (102.3) | |||||||||||||||
| Income tax expense (benefit) | 52.3 | (9.9) | 36.1 | (19.5) | |||||||||||||||||||
| Other income | (1.8) | — | (2.1) | — | |||||||||||||||||||
| Gain on cost basis investment | — | — | (8.8) | — | |||||||||||||||||||
| Gain on investment in ESAB Corporation | (30.3) | — | (102.7) | — | |||||||||||||||||||
| Debt extinguishment charges | 0.3 | — | 20.4 | 29.9 | |||||||||||||||||||
| Interest expense, net | 6.1 | 6.4 | 24.1 | 29.1 | |||||||||||||||||||
| Operating loss (GAAP) | (28.2) | (18.2) | (71.2) | (62.8) | |||||||||||||||||||
| Adjusted to add (deduct): | |||||||||||||||||||||||
Restructuring and other charges(1) | 10.5 | 8.7 | 19.0 | 13.9 | |||||||||||||||||||
MDR and other costs(2) | 6.1 | 2.4 | 16.7 | 7.9 | |||||||||||||||||||
Strategic transaction costs(3) | 28.5 | 7.7 | 61.0 | 23.4 | |||||||||||||||||||
| Stock-based compensation | 9.8 | 6.7 | 31.5 | 25.7 | |||||||||||||||||||
| Depreciation and other amortization | 20.6 | 18.4 | 76.7 | 70.1 | |||||||||||||||||||
| Amortization of acquired intangibles | 31.7 | 28.9 | 126.3 | 116.9 | |||||||||||||||||||
Insurance settlement gain(4) | (4.6) | — | (36.7) | — | |||||||||||||||||||
| Inventory step-up | 0.8 | 7.1 | 12.8 | 10.8 | |||||||||||||||||||
| Adjusted EBITDA (non-GAAP) | $ | 74.9 | $ | 61.6 | $ | 236.1 | $ | 206.0 | |||||||||||||||
| Adjusted EBITDA margin (non-GAAP) | 18.3 | % | 15.4 | % | 15.1 | % | 14.4 | % | |||||||||||||||
__________
(1) Restructuring and other charges includes $0.9 million and $1.7 million of expense classified as Cost of sales on our Consolidated Statements of Operations for the three months and year ended December 31, 2022, respectively, and $5.2 million of expense classified as Cost of sales on our Consolidated Statements of Operations for the three months and year ended December 31, 2021, respectively.
(2) Primarily related to costs specific to compliance with medical device reporting regulations and other requirements of the European Union MDR. These costs are classified as Selling, general and administrative expense on our Consolidated Statements of Operations.
(3) Strategic transaction costs includes costs related to the Separation and certain transaction and integration costs related to recent acquisitions.
(4) Insurance settlement gain relates to the Company’s 2019 acquisition of DJO.
Enovis Corporation
Consolidated Balance Sheets
Dollars in thousands, except share amounts
(Unaudited)
| December 31, | |||||||||||
| 2022 | 2021 | ||||||||||
| ASSETS | |||||||||||
| CURRENT ASSETS: | |||||||||||
| Cash and cash equivalents | $ | 24,295 | $ | 680,252 | |||||||
Trade receivables, less allowance for credit losses of $7,965 and $6,589 | 267,380 | 254,958 | |||||||||
| Inventories, net | 426,643 | 356,233 | |||||||||
| Prepaid expenses | 28,550 | 26,046 | |||||||||
| Other current assets | 48,155 | 29,176 | |||||||||
| Total current assets associated with discontinued operations | — | 956,614 | |||||||||
| Total current assets | 795,023 | 2,303,279 | |||||||||
| Property, plant and equipment, net | 236,741 | 235,113 | |||||||||
| Goodwill | 1,983,588 | 1,934,258 | |||||||||
| Intangible assets, net | 1,110,727 | 1,154,028 | |||||||||
| Lease asset - right of use | 66,881 | 76,485 | |||||||||
| Other assets | 80,288 | 74,700 | |||||||||
| Total non-current assets associated with discontinued operations | — | 2,738,049 | |||||||||
| Total assets | $ | 4,273,248 | $ | 8,515,912 | |||||||
| LIABILITIES AND EQUITY | |||||||||||
| CURRENT LIABILITIES: | |||||||||||
| Current portion of long-term debt | $ | 219,279 | $ | 7,701 | |||||||
| Accounts payable | 135,628 | 155,208 | |||||||||
| Accrued liabilities | 210,292 | 225,391 | |||||||||
| Total current liabilities associated with discontinued operations | — | 635,284 | |||||||||
| Total current liabilities | 565,199 | 1,023,584 | |||||||||
| Long-term debt, less current portion | 40,000 | 2,078,625 | |||||||||
| Non-current lease liability | 51,259 | 56,549 | |||||||||
| Other liabilities | 166,989 | 122,159 | |||||||||
| Total non-current liabilities associated with discontinued operations | — | 573,562 | |||||||||
| Total liabilities | 823,447 | 3,854,479 | |||||||||
| Equity: | |||||||||||
Common stock, $0.001 par value; 133,333,333 shares authorized; 54,228,619 and 52,083,078 shares issued and outstanding as of December 31, 2022 and December 31, 2021, respectively | 54 | 52 | |||||||||
| Additional paid-in capital | 2,925,729 | 4,544,315 | |||||||||
| Retained earnings | 575,732 | 589,024 | |||||||||
| Accumulated other comprehensive loss | (53,430) | (516,013) | |||||||||
| Total Enovis Corporation equity | 3,448,085 | 4,617,378 | |||||||||
| Noncontrolling interest | 1,716 | 44,055 | |||||||||
| Total equity | 3,449,801 | 4,661,433 | |||||||||
| Total liabilities and equity | $ | 4,273,248 | $ | 8,515,912 | |||||||
Enovis Corporation
Condensed Consolidated Statements of Cash Flows
Dollars in thousands
(Unaudited)
| Year Ended | |||||||||||
| 2022 | 2021 | ||||||||||
| Cash flows from operating activities: | |||||||||||
| Net income | $ | (11,759) | $ | 76,278 | |||||||
| Adjustments to reconcile net income to net cash (used in) provided by operating activities: | |||||||||||
| Depreciation, amortization and other impairment charges | 219,710 | 262,919 | |||||||||
| Stock-based compensation expense | 38,955 | 35,350 | |||||||||
| Gain on investment in ESAB Corporation | (102,669) | — | |||||||||
| Debt extinguishment charges | 20,396 | 29,870 | |||||||||
| Changes in operating assets, liabilities, income taxes payable and other, net | (220,494) | (48,318) | |||||||||
| Net cash (used in) provided by operating activities | (55,861) | 356,099 | |||||||||
| Cash flows from investing activities: | |||||||||||
| Purchases of property, plant and equipment and intangibles | (105,450) | (104,237) | |||||||||
| Proceeds from sale of property, plant and equipment | 2,746 | 7,033 | |||||||||
| Acquisitions, net of cash received, and investments | (73,684) | (223,272) | |||||||||
| Net cash used in investing activities | (176,388) | (320,476) | |||||||||
| Cash flows from financing activities: | |||||||||||
| Repayments of borrowings, net | (1,591,161) | (126,032) | |||||||||
| Distribution from ESAB Corporation, net | 1,143,369 | — | |||||||||
| Proceeds from issuance of common stock, net | 5,814 | 745,179 | |||||||||
| Payment of debt extinguishment costs | (12,704) | (24,375) | |||||||||
| Deferred consideration payments and other | (10,445) | (9,866) | |||||||||
| Net cash (used in) provided by financing activities | (465,127) | 584,906 | |||||||||
| Effect of foreign exchange rates on Cash and cash equivalents and Restricted Cash | 2,301 | (2,228) | |||||||||
| (Decrease) increase in Cash and cash equivalents and Restricted cash | (695,075) | 618,301 | |||||||||
| Cash and cash equivalents and Restricted Cash, beginning of period | 719,370 | 101,069 | |||||||||
| Cash and cash equivalents, end of period | $ | 24,295 | $ | 719,370 | |||||||