Segment Information
The Company conducts its continuing operations through the Prevention & Recovery and Reconstructive operating segments, which also represent the Company’s reportable segments.
• Prevention & Recovery - 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.
•Reconstructive - 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 from Net income (loss) the effect of Income (loss) from discontinued operations, net of taxes; Income tax expense (benefit); Other (income) expense , net; non-operating (gain) loss on investments; debt extinguishment charges; interest expense, net; restructuring and other charges; MDR and other costs; strategic transaction costs; stock-based compensation; depreciation and other amortization; acquisition-related intangible asset amortization; strategic purchase of economic interest on future royalty payments; goodwill impairment charges; and inventory step-up.
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 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.
The Company’s segment results were as follows:
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| Year Ended December 31, |
| 2025 | | 2024 | | 2023 |
| (In thousands) |
| Prevention & Recovery: | | | | | |
| Net sales | $ | 1,136,968 | | | $ | 1,097,957 | | | $ | 1,076,776 | |
| Segment cost of sales | 522,860 | | | 523,586 | | | 516,616 | |
| Segment research and development | 37,062 | | | 35,745 | | | 35,075 | |
| Segment operating expense | 432,801 | | | 399,620 | | | 394,772 | |
| Total segment expenses | 992,723 | | | 958,951 | | | 946,463 | |
| Add: Depreciation and other amortization | 18,846 | | | 20,590 | | | 22,188 | |
| Adjusted EBITDA (non-GAAP) | $ | 163,091 | | | $ | 159,596 | | | $ | 152,501 | |
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| Reconstructive: | | | | | |
| Net sales | $ | 1,111,081 | | | $ | 1,009,666 | | | $ | 630,421 | |
| Segment cost of sales | 354,247 | | | 333,624 | | | 197,039 | |
| Segment research and development | 83,270 | | | 55,553 | | | 40,256 | |
| Segment operating expense | 533,009 | | | 500,274 | | | 337,804 | |
| Total segment expenses | 970,526 | | | 889,451 | | | 575,099 | |
| Add: Depreciation and other amortization | 99,350 | | | 96,708 | | | 61,404 | |
| Adjusted EBITDA (non-GAAP) | $ | 239,905 | | | $ | 216,923 | | | $ | 116,726 | |
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Total: | | | | | |
| Net sales | $ | 2,248,049 | | | $ | 2,107,623 | | | $ | 1,707,197 | |
| Adjusted EBITDA (non-GAAP) | $ | 402,996 | | | $ | 376,519 | | | $ | 269,227 | |
Segment operating expense includes sales, commissions, marketing, customer service, and general and administrative overhead costs. These categories include: employee costs such as salary, wages, and benefits, bonuses and incentives; information technology and communication costs; office and site costs such as rent and utilities, insurance, office supplies, equipment and depreciation; and legal, accounting, and compliance costs.
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| Year Ended December 31, |
| 2025 | | 2024 | | 2023 |
| (In thousands) |
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| Depreciation, amortization and impairment | | | | | |
| Prevention & Recovery | $ | 498,108 | | | $ | 427,893 | | | $ | 115,752 | |
| Reconstructive | 846,014 | | | 499,938 | | | 101,357 | |
| Total depreciation, amortization and impairment | $ | 1,344,122 | | | $ | 927,831 | | | $ | 217,109 | |
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| Capital expenditures: | | | | | |
| Prevention & Recovery | $ | 28,863 | | | $ | 34,004 | | | $ | 26,356 | |
| Reconstructive | 168,513 | | | 146,710 | | | 95,867 | |
| Total capital expenditures | $ | 197,376 | | | $ | 180,714 | | | $ | 122,223 | |
The following is a reconciliation of Net loss to Adjusted EBITDA:
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| Year Ended December 31, |
| 2025 | | 2024 | | 2023 |
| (In thousands) |
| Net Loss (GAAP) | $ | (1,183,620) | | | $ | (824,815) | | | $ | (32,731) | |
| Loss (income) from discontinued operations, net of taxes | 1,909 | | | (2,601) | | | (21,108) | |
| Income tax expense (benefit) | 22,293 | | | 4,492 | | | (13,289) | |
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Restructuring and other charges (1) | 15,136 | | | 45,202 | | | 19,950 | |
MDR and other costs (2) | 10,361 | | | 19,482 | | | 27,400 | |
Strategic transaction costs (3) | 60,372 | | | 78,291 | | | 38,250 | |
| Stock-based compensation | 33,296 | | | 29,687 | | | 32,079 | |
| Depreciation and other amortization | 120,725 | | | 117,298 | | | 83,592 | |
| Amortization of acquired intangibles | 173,646 | | | 165,533 | | | 133,517 | |
| Goodwill impairment charge | 1,049,751 | | | 645,000 | | | — | |
| Purchase of royalty interest | 45,818 | | | — | | | — | |
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Inventory step-up (5) | 18,119 | | | 51,745 | | | 148 | |
| Interest expense, net | 34,823 | | | 57,100 | | | 19,749 | |
| Debt extinguishment charges | — | | | — | | | 7,333 | |
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Other expense (income), net (4) | 367 | | | (9,895) | | | (25,663) | |
| Adjusted EBITDA (non-GAAP) | $ | 402,996 | | | $ | 376,519 | | | $ | 269,227 | |
(1) Restructuring and other charges includes $5.3 million, $17.9 million and $2.6 million of expense classified as Cost of sales on the Company’s Consolidated Statements of Operations for the years ended December 31, 2025, 2024 and 2023, respectively.
(2) MDR and other costs includes (i) $9.8 million, $16.0 million, and $21.3 million for the years ended December 31, 2025, 2024 and 2023, 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) $0.6 million, $3.5 million, and $6.1 million for the years ended December 31, 2025, 2024 and 2023, 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 Consolidated Statements of Operations.
(3) Strategic transaction costs includes: (i) $39.4 million, $64.9 million, and $12.2 million for the years ended December 31, 2025, 2024 and 2023, 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 nonrecurring 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) $19.5 million, $8.8 million, and $5.5 million for the years ended December 31, 2025, 2024 and 2023, respectively, of 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) $1.5 million, $4.6 million, and $20.6 million for the years ended December 31, 2025, 2024 and 2023, respectively, related to the Separation of our former fabrication technology business. These costs are classified as Selling, general and administrative expense on our Consolidated Statements of Operations.
(4) Includes the final fair value loss adjustment for the Contingent Acquisition Shares, partially offset by pension income from amortization of actuarial gains in 2025, the fair value gain on Contingent Acquisition Shares, partially offset by a loss on the non-designated forward currency hedge for managing exchange rate risk in 2024 related to the Euro-denominated purchase price of the Lima Acquisition, and a gain on the non-designated forward currency hedge for managing exchange rate risk in 2023 related to the Euro-denominated purchase price of the Lima Acquisition.
(5) Inventory step-up expense represents the incremental expense of inventory sold recognized at its fair value after business combination accounting is applied versus the expense that would have been recognized if sold at its cost to manufacture. Since only the inventory that existed at the business combination date was stepped-up to fair value, we believe excluding the incremental expense enhances comparability between periods, allowing investors to better understand our business performance and the underlying trends relevant to our ongoing business performance.
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| December 31, |
| 2025 | | 2024 |
| (In thousands) |
Total assets(1): | | | |
| Prevention & Recovery | $ | 1,474,243 | | | $ | 1,955,138 | |
| Reconstructive | 2,360,494 | | | 2,763,639 | |
| Total | $ | 3,834,737 | | | $ | 4,718,777 | |
(1) Includes allocation of certain centrally managed assets, including cash and cash equivalents.
The detail of the Company’s operations by geography is as follows:
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| Year Ended December 31, |
| 2025 | | 2024 | | 2023 |
| (In thousands) |
Net sales by origin(1): | | | | | |
| United States | $ | 1,295,333 | | | $ | 1,245,676 | | | $ | 1,152,360 | |
| Foreign locations | 952,716 | | | 861,947 | | | 554,837 | |
| Total | $ | 2,248,049 | | | $ | 2,107,623 | | | $ | 1,707,197 | |
(1) The Company attributes revenues from external customers to individual countries based upon the country in which the sale was originated.
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| December 31, |
| 2025 | | 2024 |
| (In thousands) |
Property, plant and equipment, net(1): | | | |
| United States | $ | 211,214 | | | $ | 191,118 | |
| Italy | 117,971 | | | 74,376 | |
| Switzerland | 50,829 | | | 42,976 | |
| Germany | 42,962 | | | 30,288 | |
| Mexico | 6,385 | | | 7,046 | |
| France | 11,973 | | | 8,451 | |
| Other foreign locations | 65,729 | | | 50,245 | |
| Total | $ | 507,063 | | | $ | 404,500 | |
(1) As the Company does not allocate all long-lived assets (specifically intangible assets) to each individual country, evaluation of long-lived assets in total is impracticable.