SecProbe.io

CORRESP
 1
 filename1.htm

 2711
Centerville Road

 Suite
400

 Wilmington,
Delaware 19808

 United
States

 enovis.com

 April
8, 2026

 VIA
EDGAR

 Ms.
Kristin Lochhead and Ms. Li Xiao

 U.S.
Securities and Exchange Commission

 Division
of Corporation Finance

 Office
of Industrial Applications and Services

 100
F Street, N.E.

 Washington,
D.C. 20549

 Re:
 Enovis
 Corporation

 Form
 10-K for the Fiscal Year Ended December 31, 2024

 Form
10-Q for the Fiscal Quarter Ended October 3, 2025 File No. 001-34045

 Dear
Ms. Lochhead and Ms. Xiao:

 We
are writing in response to the comments received by Enovis Corporation (the “ Company ”) from the staff of the
Securities and Exchange Commission’s Division of Corporation Finance (the “ Staff ”) by letter dated February
20, 2026. For the Staff’s convenience, we have set forth below each of the numbered comments in the Staff’s letter in bold,
followed by the Company’s response thereto.

 Form
10-Q for the Fiscal Quarter Ended October 3, 2025

 Item
2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

 Non-GAAP
Measures, page 31

 1. We
 have reviewed your response to comment 2 and we believe that the non-GAAP adjustment for
 the purchase of royalty interest is inconsistent with Question 100.01 of the Compliance &
 Disclosure Interpretations on Non-GAAP Financial Measures. Please remove this non-GAAP adjustment
 from your presentation of Adjusted EBITDA and Adjusted Net Income in future filings, including
 the presentation in the press release on Form 8-K.

 Response:
 We respectfully acknowledge the Staff’s comment and advise the Staff that the Company
 continues to believe that its non-GAAP adjustment for the purchase of royalty interest is
 appropriate for the reasons set forth below, as well as those set forth in our prior responses
 to the Staff.

 April 8, 2026

 Page 2

 The
 adjustment reflects the one-time, non-recurring, up-front expense recognized by the Company
 to acquire third-party royalty interests, which represents the purchase of a long-term economic
 right rather than a cost incurred in the ordinary course of producing or delivering the Company’s
 products or services. As described in the Company’s prior responses, the expense was
 incurred as part of a one-time, strategic decision to terminate existing product development
 agreements and acquire the associated royalty interests in connection with the transformation
 of the Company’s product development model and is fundamentally different from operating
 expenses incurred to run the Company’s business on a recurring basis. The Company does
 not anticipate entering into similar transactions on a recurring basis in connection with
 any future changes or additions to its core product development teams.

 The
 royalty buyouts were a foundational element of the Company’s transition to the new
 model, as they facilitated a shift in the way design surgeons are compensated for their development
 of the Company’s global product portfolio. The Company believes that this new model,
 which primarily aligns compensation with growth in the Company’s overall Reconstructive
 portfolio rather than individual products, will accelerate its pace of innovation by, among
 other things (i) incorporating new and diverse viewpoints to ensure that global and regional
 differences and preferences are considered in the product development process (which is of
 critical importance to the Company, given its expanded global reach following its acquisitions
 of Mathys and Lima), (ii) ensuring that the Company receives candid and unbiased guidance
 in integrating and rationalizing acquired product portfolios, (iii) placing additional emphasis
 on rapidly developing and expanding enabling technologies, and (iv) fostering an environment
 that encourages product development partners to provide strategic advice on research and
 development activities that cut across individual projects and product lines.

 As
 noted above, a key benefit of the new model is the emphasis it places on candid and unbiased
 advice in the product development process. Under the Company’s legacy project-focused
 approach to innovation, product development partners were incentivized to devote their time
 and attention to projects to which they are assigned and to products for which they receive
 royalties. Consequently, these prominent partners with considerable clinical and design expertise
 may not be fully incentivized to provide broader ideas or innovative insights beyond the
 scope of their discrete engagements and may be less likely to provide high value innovative
 ideas to the Company in a project-focused setting because there are no incentives to do so.
 Specifically, under the legacy model, if an idea for a next generation product could disrupt
 the existing portfolio or sunset certain products for which a product development partner
 currently receives royalties, they may be disincentivized from pursuing such an idea.

 By
 terminating and buying out the royalty interests under the legacy agreements with its leading
 product development partners, the Company was able to significantly accelerate the shift
 to the new model by eliminating these disincentives, while also ensuring that it fulfilled
 its pre-existing contractual obligations under the legacy agreements through the negotiated
 settlements. The amounts to be paid each year under the buyout agreements are fixed and are
 not dependent on future operational factors. The buyout amounts were determined on an individual
 basis as a result of arm’s-length negotiations with the counterparties.

 April 8, 2026

 Page 3

 Additionally,
 the Company respectfully submits that the purchase of the royalty interest is not the
 type of “normal, recurring, cash operating expense” contemplated by Question
 100.01 of the Compliance and Disclosure Interpretations on Non-GAAP Financial Measures (each
 question thereof, a “C&DI”) because it is not a period operating cost
 incurred to generate current-period revenues, but rather a discrete transaction that
 restructures the economics of a pre-existing royalty arrangement by converting a contingent,
 sales-based obligation into a fixed purchase price. Stated differently, while ongoing
 royalties (if payable) may be recurring operating costs, the buyout of the royalty
 interest is a one-time strategic transaction to eliminate future contingent
 royalties and replace them with a single negotiated consideration amount and therefore is
 not indicative of the Company’s normal operating cost structure.

 Further,
 to the extent the Staff’s “recurrence” concern is based on the fact that
 the acquired or underlying intellectual property may continue to be incorporated into the
 Company’s products or that the purchase consideration may be settled over multiple
 periods, the Company respectfully submits that neither point changes the nature of the item
 being adjusted. The relevant question under Question 100.01 of the C&DI is whether the
 adjustment removes a normal, recurring operating expense, and the Staff has emphasized
 that the analysis turns on the nature and effect of the adjustment in the context
 of the business—not the timing of cash settlement. Here, the purchase reflects a discrete,
 negotiated restructuring of an economic right; once executed, the Company’s future
 recurring royalty expense under the terminated agreements is eliminated, rather than being
 “normalized” out of operating results.

 The
 adjustment isolates a transaction that is fundamentally different from recurring operating
 costs incurred to operate the business. The Company respectfully submits that, under the
 Staff’s own framework in Question 100.01 of the C&DI—which evaluates the
 nature, effect, and context of an adjustment—the exclusion of the purchase of royalty
 interest from Adjusted EBITDA and Adjusted Net Income does not obscure the Company’s
 operating performance and therefore does not render the measure misleading.

 Moreover,
 the Company has clearly described the nature of the purchase of the royalty interest and
 the rationale for the adjustment, reconciled Adjusted EBITDA and Adjusted Net Income to the
 most directly comparable GAAP measures, and presented the GAAP measures with equal or greater
 prominence. The adjustment is applied consistently and is not selectively applied to exclude
 only unfavorable items.

 As
 stated in our Non-GAAP Measures disclosure in our periodic reports, Adjusted EBITDA is intended
 to facilitate period-over-period comparability by excluding items that “occur with
 inconsistent frequency,” “obscure underlying business trends,” or relate
 to “discrete restructuring plans and other initiatives that are fundamentally different
 from our ongoing productivity improvements.” We believe the adjustment provides investors
 with a clear and meaningful view of our underlying business trends, aligns with how management
 evaluates the business and enhances comparability across periods.

 April 8, 2026

 Page 4

 For
 these reasons, as well as the reasons set forth in the Company’s prior responses to
 the Staff’s comments, the Company believes that excluding the purchase of the royalty
 interest from Adjusted EBITDA and Adjusted Net Income provides investors with a more meaningful
 depiction of the Company’s underlying operating performance and is consistent with
 Regulation G and the guidance in Question 100.01 of the C&DI.

 In
 future filings, the Company will supplement its disclosure regarding the adjustment to provide
 additional detail and context for why the Company believes such adjustment is useful to investors
 as follows:

 “Purchase
of royalty interest represents the one-time, up-front expense incurred by the Company to acquire the economic rights to future royalties
under product development agreements in connection with the termination of such agreements as part of a strategic shift to a new product
development model. The Company believes that excluding the impact of such expense enhances comparability between periods, provides investors
with a clear and meaningful view of our underlying business trends and aligns with how management evaluates the ongoing business performance.”

 2. We
 have reviewed your response to comment 3 and we believe that the non-GAAP adjustment for
 Inventory step-up in connection with acquired businesses is inconsistent with Question 100.04
 of the Compliance and Disclosure Interpretations on Non-GAAP Financial Measures. Please remove
 this non-GAAP adjustment from your presentation of Adjusted EBITDA and Adjusted Net Income
 in future filings, including the presentation in the press release on Form 8-K.

 Response :
 We respectfully acknowledge the Staff’s comment.  The Company continues to believe
 that its non-GAAP adjustment for Inventory step-up in connection with acquired businesses
 (i) is appropriate and consistent with Question 100.04 of the C&DI and the requirements
 of Rule 100(b) of Regulation G, (ii) enhances comparability between periods by removing the
 one-time, transaction-related Inventory step-up expense arising from the application of purchase
 accounting under GAAP that is not a reflection of our current or ongoing cost to manufacture
 product, and (iii) provides investors with a better understanding of the Company’s
 business performance and underlying gross margin trends. The adjustment is intended to eliminate
 the impact of a one-time, transaction-related step-up to reflect cost of goods sold as if
 such acquired inventory had been produced by the Company and sold in the ordinary course
 of business, absent which we believe the Company’s gross margins would have been
 viewed by investors as artificially low and distorted during the period when step-up charges
 were recognized in cost of goods sold.  We believe that such an adjustment is particularly
 useful to investors in the context of a significant acquisition of a company that is engaged
 in the inventory and capital-intensive large joint implant business, such as Lima, which
 had approximately 16 months of inventory on hand as of the date of acquisition. We believe
 that this adjustment significantly enhanced comparability between periods, allowing investors
 to better understand our business performance and the underlying trends relevant to our ongoing
 business performance. This is further evidenced by the fact that following the completion
 of amortization of the Inventory step-up from its recently acquired businesses, the Company’s
 GAAP gross margin remains on trend with our previously reported adjusted gross margins.

 However,
 we understand and respect the Staff’s position and will remove this non-GAAP adjustment
 from our presentation of Adjusted EBITDA and Adjusted Net Income in future filings, including
 the presentation in press releases on Form 8-K.

 April 8, 2026

 Page 5

 3. We
 note your response to prior comment 4. To the extent that the non-GAAP adjustments for strategic
 transaction costs continue to be material to the non-GAAP measures, in future filings please
 include more detailed quantitative and qualitative information about the nature of the adjustments,
 similar to the response.

 Response:
 We respectfully acknowledge the Staff’s comment. We have included more detailed quantitative
 and qualitative information about the nature of such adjustments in our Form 10-K for the
 year ended December 31, 2025, and will continue to provide such information in future filings
 to the extent that non-GAAP adjustments for strategic transaction costs continue to be material
 to our non-GAAP measures.

 Form
10-K for the Fiscal Year Ended December 31, 2025

 Consolidated
Financial Statements

 Note
19. Segment Information, page 106

 4. We
 note your response to comment 1 and reissue in part. Please disclose how the CODM uses the
 reported measure of segment profit or loss in assessing segment performance and deciding
 how to allocate resources in future filings. Refer to ASC 280-10-50-29(f) and the example
 in ASC 280-10-55-47(bb).

 Response:
 We respectfully acknowledge the Staff’s comment. We have revised our disclosure in
 our Form 10-K for the year ended December 31, 2025 in response to the Staff’s comment,
 and will continue to provide such disclosure in future filings.

 ****

 Should
you have any further questions on the above, please do not hesitate to contact me at (469) 227-0054.

 Sincerely,

 /s/ Phillip B. Berry

 Phillip B. Berry

 Senior Vice President and Chief
Financial Officer