Document

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549


FORM 11-K


 
xANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2022
OR
 
¨TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from                     to                     

Commission file number - 001-34045


 
A.    Full title of the plan and the address of the plan, if different from that of the issuer named below:
Enovis 401(k) Savings Plan Plus
B.     Name of issuer of the securities held pursuant to the plan and the address of its principal executive office:

Enovis Corporation
2711 Centerville Road, Suite 400
Wilmington, DE 19808




TABLE OF CONTENTS


 Page
Report of Independent Registered Public Accounting Firm
Financial Statements
Statements of Net Assets Available for Benefits
Statement of Changes in Net Assets Available for Benefits
Notes to Financial Statements
Supplemental Schedule
Schedule H, Line 4i - Schedule of Assets (Held at End of Year)
Signatures
Exhibits





Report of Independent Registered Public Accounting Firm


Plan Administrator and Participants
Enovis 401(k) Savings Plan Plus
Wilmington, Delaware

Opinion on the Financial Statements

We have audited the accompanying statements of net assets available for benefits of the Enovis 401(k) Savings Plan Plus (the “Plan”) as of December 31, 2022 and 2021, the related statement of changes in net assets available for benefits for the year ended December 31, 2022, and the related notes (collectively, the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the net assets available for benefits of the Plan as of December 31, 2022 and 2021, and the changes in net assets available for benefits for the year ended December 31, 2022, in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

These financial statements are the responsibility of the Plan’s management. Our responsibility is to express an opinion on the Plan’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Plan in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Plan is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Plan’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risk of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by the Plan’s management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

Supplemental Information

The supplemental information in the accompanying Schedule H, Line 4i- Schedule of Assets (Held at End of Year) as of December 31, 2022 has been subjected to audit procedures performed in conjunction with the audit of the Plan’s financial statements. The supplemental information is presented for the purpose of additional analysis and is not a required part of the financial statements but included supplemental information required by the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. The supplemental information is the responsibility of the Plan’s management. Our audit procedures included determining whether the supplemental information reconciles to the financial statements or the underlying accounting and other records, as applicable, and performing procedures to test the completeness and accuracy of the information presented in the supplemental information. In forming our opinion on the supplemental information, we evaluated whether the supplemental information, including its form and content, is presented in conformity with the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. In our opinion, the supplemental information is fairly stated, in all material respects, in relation to the financial statements as a whole.

/s/ BDO USA, LLP

We have served as the Plan’s auditor since 2014.

Philadelphia, Pennsylvania
June 29, 2023
1

ENOVIS 401(k) SAVINGS PLAN PLUS
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS


December 31,
20222021
Assets
Investments, at fair value$217,101,657 $283,596,779 
Receivables:
Employer contributions429,279 352,799 
Notes receivable from participants2,379,865 1,906,411 
Total receivables2,809,144 2,259,210 
Net assets available for benefits$219,910,801 $285,855,989 

See Notes to Financial Statements.

2

ENOVIS 401(k) SAVINGS PLAN PLUS
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS

Year Ended December 31, 2022
Additions (reductions) to net assets attributed to:
Contributions:
Participant$14,719,826 
Employer7,520,332 
Rollovers3,147,294 
Total contributions25,387,452 
Net investment income (loss):
Dividends and interest7,880,294 
Net depreciation in fair value of investments(60,294,907)
Total net investment loss(52,414,613)
Interest income from notes receivable from participants101,498 
Total reductions(26,925,663)
Deductions from net assets attributed to:
Benefits paid to participants38,758,231 
Administrative expenses, net261,294 
Total deductions39,019,525 
Net decrease(65,945,188)
Net assets available for benefits:
Beginning of plan year285,855,989 
End of plan year$219,910,801 

See Notes to Financial Statements.

3

ENOVIS 401(k) SAVINGS PLAN PLUS
NOTES TO FINANCIAL STATEMENTS

1. Description of the Plan

The following description of the Enovis 401(k) Savings Plan Plus (the “Plan”) provides only general information. Participants should refer to the Plan document for a more complete description of the Plan's provisions.

General

The Plan, as amended and restated as of January 1, 2020 (the “2020 Plan Amendment”), is a defined contribution plan covering substantially all employees of Enovis Corporation and participating affiliates (collectively, “Enovis,” the “Company,” or the “Employer”). Non-resident aliens, leased employees, temporary employees who are not 21 years of age and have not completed at least 1,000 hours of service during an eligibility period, and employees not on payroll in the United States of America (the “U.S.”) are not included in the Plan. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974 (“ERISA”). On April 5, 2022, the Plan was Amended to be renamed the Enovis 401(k) Savings Plan Plus, following the Company’s name change to Enovis Corporation from Colfax Corporation (“Colfax”).

Plan Transfer

On April 4, 2022, the Company completed the separation of its fabrication technology business, which became an independent publicly traded company, ESAB Corporation (“ESAB”). In preparation for the separation, effective on January 1, 2022, the ESAB Group, Inc. 401(k) Retirement Savings Plan (the “ESAB Plan”) was created for ESAB employees currently participating in the Plan, with ESAB Corporation designated as the Plan Sponsor. On December 31, 2021, in order to facilitate and implement the ESAB Plan effective on January 1, 2022, the transfer of all ESAB accounts out of the Plan to the ESAB Plan was initiated.

Contributions

Each year, participants may contribute up to 75% of pretax annual compensation, as defined in the Plan. Participants are automatically enrolled with a 4% deferral contribution upon attainment of the eligibility requirements unless the Company receives signed written documentation from the participant before this date to do otherwise. Participants who have attained age 50 before the end of the Plan year are eligible to make catch-up contributions. The Plan provides for a safe harbor employer match of up to 4% of eligible compensation contributed to the Plan and discretionary employer contribution of eligible compensation for the year ended December 31, 2022, based upon eligibility requirements as detailed in the Plan document. Participants may also contribute amounts representing eligible rollover distributions from other qualified plans. Contributions are subject to certain limitations.

Participant Accounts

Each participant's account is credited with the participant's contributions, the Company's contributions, and an allocation of the investment earnings and losses. On a quarterly basis, participant accounts are charged with a set fee for administrative expenses that are paid by the Plan. Participant initiated transactions are paid directly through participant accounts. The benefit to which a participant is entitled is the benefit that can be provided from the participant's vested account. Participants direct the investment of contributions into various investment options offered by the Plan. As of December 31, 2022, the Plan offered 25 mutual funds, 1 common collective trust fund and Enovis common stock as investment options for participants. Following the Company’s aforementioned name change, effective April 5, 2022, Colfax common stock began trading as Enovis common stock. Additionally, with the separation of ESAB, a portion of the common stock in the Plan was converted to ESAB common stock. However, ESAB common stock is not an investment option available to be purchased through the Plan.

Vesting

Participants vest immediately in their contributions, safe harbor employer contributions, and discretionary employer contributions; plus actual earnings (losses) thereon. Prior to the 2020 Plan Amendment, vesting in discretionary employer contributions was based on years of continuous service as follows: 20% vested after two years of services, 40% vested after three years, 60% vested after four years, and 100% vested after five years of service. Different vesting schedules may apply to certain employees as described in the Plan document due to prior Plan provisions.


4

ENOVIS 401(k) SAVINGS PLAN PLUS
NOTES TO FINANCIAL STATEMENTS – (Continued)

Forfeited Accounts

As of December 31, 2022 and 2021, forfeited nonvested accounts totaled $225,612 and $142,897, respectively. These amounts will be used to pay administrative expenses or to reduce future Employer contributions. During the year ended December 31, 2022, $210,566 of forfeited nonvested funds were used to reduce Employer contributions.

Payment of Benefits

Benefits are payable upon retirement at age 65, disability, death, or termination of employment. Hardship withdrawals and in-service withdrawals at age 59 1/2 are also permitted, subject to the provisions in the Plan document and applicable law. Benefits are payable in lump sum or installment payments.

Notes Receivable from Participants

Active participants may borrow from their fund accounts a minimum of $1,000 up to a maximum of the lesser of $50,000 or 50% of their vested account balance. For loans to active participants in the Plan, loan terms range from one to five years or up to 15 years for the purchase of a primary residence. Notes receivable from participants are repaid through payroll deductions. The loans are secured by the balance in the participant's account and bear interest at the prime rate plus 1%.

Administrative Expenses

Certain expenses of administering the Plan are paid by the Plan through a flat fee pricing arrangement with the Trustee, Fidelity Management Trust Company through October 2, 2022 and Bank of America, N.A. from October 3, 2022 through December 31, 2022. Under this arrangement, each participant is charged a set quarterly fee to cover certain costs of administrating the Plan. Administrative expenses also include member-requested services charged to participant accounts. Investment related expenses are included in Net depreciation in fair value of investments in the Statement of Changes in Net Assets Available for Benefits. Other professional fees paid by the Plan are discussed further in Note 6, “Related Party and Party-In-Interest Transactions”. Certain other administrative expenses associated with maintaining the Plan may be paid by the Company and are excluded from the financial statements.

Voting Rights
    
Each participant is entitled to exercise voting rights for shares of Enovis and ESAB common stock credited to their account at all times that Company shareholders vote. The participant is notified by the Trustee prior to the time such rights are to be exercised. The Trustee is not permitted to vote any allocated share for which instructions have not been given by a participant. The Trustee shall vote shares for which it has not received direction in the same proportion as directed shares were voted.


2. Significant Accounting Policies

Basis of Accounting

The financial statements of the Plan are prepared on the accrual basis of accounting, in accordance with accounting principles generally accepted in the U.S. (“GAAP”).

Investment Valuation and Income Recognition

The investments of the Plan are stated at fair value. The Plan performs fair value measurements in accordance with FASB Accounting Standards Codification 820, Fair Value Measurements and Disclosures (“ASC 820”). The Retirement Plan Advisory Committee determines the Plan’s valuation policies, utilizing information provided by the investment advisors and Trustee. See Note 3, “Fair Value Measurements” for further discussion of investment valuation inputs.

Purchases and sales of investments are recorded on a trade-date basis. Interest income is recorded on the accrual basis. Net depreciation in fair value of investments includes the Plan’s gains and losses on investments bought and sold as well as held during the year. Dividends are recorded on the ex-dividend date.

5

ENOVIS 401(k) SAVINGS PLAN PLUS
NOTES TO FINANCIAL STATEMENTS – (Continued)

Notes Receivable from Participants

The notes receivable from participants are measured at their unpaid principal balance plus any accrued but unpaid interest. Delinquent participant loans are reclassified as distributions based upon the terms of the Plan document. During the year ended December 31, 2022 there were $186,035 of deemed distributions from the Plan. Principal and interest are paid through payroll deductions.

Payment of Benefits

Benefits are recorded when paid.

Use of Estimates

The preparation of financial statements in accordance with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities and the additions and deductions to net assets available for benefits for the periods presented. Actual results may differ from those estimates.


3. Fair Value Measurements

The Plan performs fair value measurements of financial instruments defining fair value as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The Plan reports its investments at fair value based on a hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level One) and the lowest priority to unobservable inputs (Level Three). The three levels of the fair value hierarchy are described below:

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.

6

ENOVIS 401(k) SAVINGS PLAN PLUS
NOTES TO FINANCIAL STATEMENTS – (Continued)

A summary of the Plan's assets that are measured at fair value for each fair value hierarchy level for the periods presented is as follows:
December 31, 2022
Measured at Net Asset Value (1)
Level
One
Level
Two
Level
Three
Total
Enovis Corporation common stock$— $336,804 $— $— $336,804 
ESAB Corporation common stock— 205,001 — — 205,001 
Mutual funds— 201,245,583 — — 201,245,583 
Common collective trust fund15,314,269 — — — 15,314,269 
Total$15,314,269 $201,787,388 $— $— $217,101,657 
December 31, 2021
Measured at Net Asset Value (1)
Level
One
Level
Two
Level
Three
Total
Colfax Corporation common stock$— $582,245 $— $— $582,245 
Mutual funds— 268,981,364 — — 268,981,364 
Common collective trust fund14,033,170 — — — 14,033,170 
Total$14,033,170 $269,563,609 $— $— $283,596,779 
__________
(1) In accordance with ASC 820, certain investments that are measured at fair value using the net asset value per share (or its equivalent) practical expedient (the “NAV”) have not been classified in the fair value hierarchy. These investments, consisting of common collective trusts, are valued using the NAV provided by the Trustee. The NAV is based on the underlying investments held by the fund that are traded in an active market, less its liabilities. These investments can be redeemed in the near-term.

The fair value of the investments of the Plan were determined as follows:

Enovis Corporation common stock and ESAB Corporation common stock are valued at the closing price reported on a national securities exchange.

Mutual funds are valued at the daily closing prices as reported by the fund. Mutual funds held by the Plan are open ended mutual funds that are registered with the Securities and Exchange Commission. These funds are required to publish their daily net asset value and to transact at that price. The mutual funds held by the Plan are deemed to be actively traded.

The investment in the common collective trust fund, Morley Stable Value Fund, can be redeemed immediately at the current NAV. The NAV as reported by the Trustee is used as a practical expedient to estimate fair value, which is based on the fair value of the underlying assets in the trust, less its liabilities. This investment is a direct filing entity. The underlying assets of the common collective trust fund include conventional investment contracts, synthetic investment contracts, wrap contracts and other investments. There are no withdrawal limits, redemption frequency limits or redemption notice periods. There were no unfunded commitments for these investments as of December 31, 2022 or 2021.

Withdrawals for benefit payments and participant directed transfers to noncompeting options are made to plan participants promptly, to the extent possible, but within 30 days after notification has been received. The Morley Stable Value Fund reserves the right to delay plan sponsor initiated redemptions for up to 365 days, subject to certain conditions.


4. Risks and Uncertainties

The Plan provides for investments in various securities that are exposed to risks, such as interest rate, credit and overall volatility risks. Due to the level of risk associated with certain investment securities, it is reasonably possible that changes in the values of investment securities will occur in the near term and that such changes could materially affect the amounts reported in future Statements of Net Assets Available for Benefits.


7

ENOVIS 401(k) SAVINGS PLAN PLUS
NOTES TO FINANCIAL STATEMENTS – (Continued)

5. Tax Status

Effective October 3, 2022, the Plan sponsor adopted the Pre-Approved Defined Contribution Plan sponsored by Bank of America Merrill Lynch, (the “Pre-Approved Plan”). The Pre-Approved Plan received an opinion letter dated June 30, 2020 in which the Internal Revenue Service (“IRS”) stated that the Pre-Approved Plan was in compliance with the applicable requirements of the Internal Revenue Code (“Code”). In addition, the opinion letter stated that an employer who adopts this Pre-Approved Plan may rely on the opinion letter with respect to the qualification under the Code. Therefore, Plan management believes that the Plan is designed and being operated in compliance with the applicable provisions of the Code.

Effective August 1, 2021, the Plan adopted the Fidelity Pre-Approved Defined Contribution Plan (“Fidelity Pre-Approved Plan”), which the Plan was operated under until October 2, 2022 when the Plan administration changed to Bank of America Merrill Lynch. The IRS ruled on June 30, 2020, that the Fidelity Pre-Approved Plan, including related amendments, as designed, was in compliance with the applicable requirements of the Code. The Plan had been amended since the adoption of the Fidelity Pre-Approved Plan. The Plan Administrator believes the Plan was designed and operated in accordance with the Code.

Prior to the adoption of the Fidelity Pre-Approved Plan, the Plan had adopted the Fidelity Management & Research Co’s Volume Submitter Profit Sharing Plan with CODA (“Volume Submitter Plan”). The IRS ruled on March 31, 2014, that the Volume Submitter Plan, including related amendments, as designed, was in compliance with the applicable requirements of the Code.

GAAP requires Plan management to evaluate tax positions taken by the Plan and recognize a tax liability if the Plan has taken an uncertain position that more-likely-than-not would not be sustained upon examination by the IRS. Plan management has analyzed the tax positions taken by the Plan and has concluded that as of December 31, 2022, there are no uncertain positions taken or expected to be taken that would require recognition of a liability (or asset) or disclosure in the financial statements. The Plan is subject to routine audits by taxing jurisdictions, however, there are currently no audits for any tax periods in progress.


6. Related Party and Party-in-Interest Transactions

Certain Plan investments consist of units of mutual funds managed by affiliates of the Plan’s former Trustee, Fidelity Management Trust Company through October 2, 2022. Plan investments also include the Company’s common stock. Enovis Corporation is the administrator of the Plan. Certain fees of administering the Plan are paid to the Trustees by the Plan. For the year ended December 31, 2022, total fees paid to the Trustees were $241,294. Audit fees for the Plan are paid to the independent registered public accounting firm by the Plan. For the year ended December 31, 2022, total fees paid to an independent registered public accounting firm were $20,000. These transactions qualify as exempt party-in-interest transactions. Notes receivable from participants also qualify as exempt party-in-interest transactions.


7. Plan Termination

Although it has not expressed any intent to do so, the Company has the right under the Plan to discontinue its contributions at any time and to terminate the Plan subject to the provisions of ERISA. In the event of Plan termination, active participants at the time of the termination will remain fully vested in their accounts.

8

ENOVIS 401(k) SAVINGS PLAN PLUS
EIN: 54-1887631 Plan: 037

SCHEDULE H, LINE 4i - SCHEDULE OF ASSETS (HELD AT END OF YEAR)
DECEMBER 31, 2022
Identity of Issue, Borrower, Lessor, or Similar PartyDescription of Investment
 Cost(1)
Current Value
Enovis Corporation(2)
Common Stock$336,804 
ESAB Corporation
Common Stock205,001 
AB Small Cap Growth Portfolio Class ZMutual Fund3,092,942 
American Beacon Small Cap Value Fund R6 Class
Mutual Fund3,215,242 
Columbia Dividend Income Fund Institutional 3 ClassMutual Fund3,603,188 
Fidelity 500 Index FundMutual Fund26,692,619 
Fidelity International Index FundMutual Fund3,202,534 
Fidelity Mid Cap Index FundMutual Fund10,646,775 
Goldman Sachs GQG Partners International Opportunities Fund Institutional SharesMutual Fund6,578,511 
Janus Henderson Enterprise Fund Class NMutual Fund8,097,993 
JPMorgan Large Cap Growth Fund Class R6Mutual Fund21,092,940 
Loomis Sayles Core Plus Bond Fund Class N
Mutual Fund4,065,544 
PGIM High Yield Fund- Class R6
Mutual Fund2,278,983 
Vanguard Emerging Markets Stock Index Fund Admiral Shares
Mutual Fund2,210,842 
Vanguard Intermediate-Term Bond Index Fund Admiral Shares
Mutual Fund5,270,283 
Vanguard Target Retirement 2020 FundMutual Fund4,097,809 
Vanguard Target Retirement 2025 Fund
Mutual Fund7,331,775 
Vanguard Target Retirement 2030 Fund
Mutual Fund26,292,904 
Vanguard Target Retirement 2035 Fund
Mutual Fund13,810,745 
Vanguard Target Retirement 2040 Fund
Mutual Fund13,200,723 
Vanguard Target Retirement 2045 Fund
Mutual Fund15,003,732 
Vanguard Target Retirement 2050 Fund
Mutual Fund10,475,648 
Vanguard Target Retirement 2055 Fund
Mutual Fund6,359,748 
Vanguard Target Retirement 2060 Fund
Mutual Fund3,005,803 
Vanguard Target Retirement 2065 Fund
Mutual Fund523,738 
Vanguard Target Retirement 2070 FundMutual Fund8,338 
Vanguard Target Retirement Income Fund
Mutual Fund1,086,224 
Morley Stable Value FundCommon Collective Trust15,314,269 
Total investments per Financial Statements217,101,657 
Participant loans(2)(3)
N/AN/A2,379,865 
$219,481,522 
__________
(1) Cost information is not required for participant-directed investments
(2) A party-in-interest to the plan as defined by ERISA
(3) Annual interest rates range from 4.25% and 8.00%
9



SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the trustees (or other persons who administer the Plan) have duly caused this annual report to be signed on its behalf by the undersigned thereunto duly authorized.

Registrant:     Enovis Corporation
        Enovis 401(k) Savings Plan Plus

By:    

/s/ KATRIONA KNAUSJune 29, 2023
Katriona Knaus
Vice President, Finance and Treasurer








































10


EXHIBIT INDEX

Exhibit No.Exhibit Description
11
Document


Exhibit 23.1

Consent of Independent Registered Public Accounting Firm

Enovis 401(k) Savings Plan Plus
Wilmington, Delaware

We hereby consent to the incorporation by reference in the Registration Statement on Form S-8 (333-173883) of Enovis Corporation of our report dated June 29, 2023, relating to the financial statements and supplemental schedule of the Enovis 401(k) Savings Plan Plus which appear in this Form 11-K for the year ended December 31, 2022.


/s/ BDO USA, LLP
Philadelphia, Pennsylvania

June 29, 2023