Hello everyone. Thank you for joining us and welcome to the Enovis call regarding the binding offer to acquire eCential Robotics. After today's prepared remarks, we will host a question and answer session. If you would like to ask a question, please press star one to raise your hand. To withdraw your question, press star one again. I will now hand the call over to Kyle Rose, Vice President of Investor Relations. Please go ahead. Thank you, operator. Good morning, everyone, and thank you for joining us today for our conference call to discuss our binding offer to acquire eCential Robotics. I'm Kyle Rose, Vice President of Investor Relations. Joining me on the call this morning is Damien McDonald, Chief Executive Officer, Ben Berry, our Chief Financial Officer, and Louie Vogt, our Group President of Recon. Our press release was issued earlier this morning and is available in the Investors section of our website. We also posted a slide presentation to accompany today's call on our website. Both the audio and the slide presentation of this call will be archived on the website later today. During the call, we'll be making some forward-looking statements about our beliefs and estimates regarding future events and results. These forward-looking statements are subject to risks and uncertainties, including those set forth in the safe harbor language in today's press release, the related slide presentation, and in our filings with the SEC. Actual results might differ materially from any forward-looking statements that we make today. The forward-looking statements speak only as of today, and we do not assume any obligation or intend to update them except as required by law. For further details regarding any Non-GAAP financial measures referenced during the call today, please refer to today's press release and the related slide presentation. With that, I will turn the call over to Damien. Damien? Hey, thanks, Kyle. Good morning, everyone, and thanks for joining us on short notice. This morning we announced that we've entered into a binding offer to acquire eCential Robotics. Today, I'd like to discuss the rationale for the strategically important acquisition, explain a little bit about the technology and our timeline for commercial development. Ben will then take you through the structure and the financials, and we'll have plenty of time for question-and-answer. Now let's talk about eCential Robotics and how this meaningfully scales our commitment to enabling technology. On the second quarter call last month, I said that innovation and enabling technology will be foundational to our long-term growth strategy, and that this means investing in technologies, the teams, and the capabilities that will define the next generation of orthopedic surgery. Today's announcement is a step forward for Enovis in advancing that strategy. As the market and customer demands continue to evolve, it has become clear that providing surgeons with optionality across the enabling technology spectrum is important. Supplementing our existing platform by providing a robotic solution will only accelerate our position in the market and broaden our strategic options as we innovate in this space in the future. In eCential, we found a company that complements our existing ecosystem and has demonstrated a track record of successful innovation. With this capability in-house, we will have an incredible opportunity to partner with surgeons who want planning, navigation, and robotic capabilities. The surgeon who works across a hospital, an outpatient clinic, and a couple of ASCs and wants the flexibility to utilize technologies across a connected ecosystem with a single, intuitive user experience. We built a strong foundation with planning and navigation and more recently via the launch of the next generation ASTRA ARVIS. The demand funnel has been strong, and while still early, we continue to see increased adoption and utilization. Acquiring a leader in surgical robotics with a proven track record of developing robotic platforms makes sense for our enabling technology journey. eCential supplements our existing ASTRA ecosystem. The eCential transaction is more than just a robot. It is a deliberate strategy to reinforce Enovis' growth trajectory with a credible long-term position in robotics and advanced enabling tech. We are accelerating our pathway to bring a robotic platform to market by acquiring talent, intellectual property, and advanced capabilities, which gives us strategic flexibility as we plan for the next innovation horizons in orthopedics. eCential also brings an exceptional team of over 50 employees with a robust track record of designing, developing, and facilitating the launch of three robotic platforms across orthopedics and spine. Our partnership with eCential has grown over time, and we have worked closely with them to develop a technical risk reduction and planning process to identify the most efficient pathway to market. This will enable us to bring a differentiated robotic solution to market while also supporting a durable cadence of continuous innovation across enabling technology, robotics, implant design, and surgical technique. So what does this mean for the near term? It means we will bring the next generation robot to market within two years. First in the knee, where the form factor and product requirements are well understood by the market and eCential already has a validated technology. Soon thereafter, we will follow in the shoulder. This is an exciting opportunity for us. We hold a significant market share globally in shoulder TSA. Currently, the form factor and robotic offering in shoulder is suboptimal. We believe developing a robot with eCential Robotics that carries advantages such as a robotic arm with seven degrees of freedom will differentiate our offering in the market. eCential's proprietary ownership of the robotic control layer will also enable greater precision, flexibility, and automation readiness. That last point matters more than it may sound. It means the robotic software will integrate seamlessly into the ASTRA ecosystem, allowing our foundation of AI-enabled planning and navigation to drive both the robot and ARVIS. Through one integrated workflow, a surgeon does not have to choose between two user experiences, and it means our commercial teams are not selling, training, and servicing two technologies. It is one enabling technology ecosystem where they focus on optionality and usability. This translates into quicker speed to market by leveraging the existing platform capabilities that are architected for the future. How does this impact our previously stated commitments? We believe this highly strategic acquisition will accelerate our long-term above-market growth opportunities in Recon. We have made significant progress in the last 12 months on our leverage targets and are ahead of plan on our free cash flow commitments. With this investment, we are meaningfully enhancing our long-term growth potential while continuing to focus on improving free cash flow. I will let Ben take you through the structure and the financials. Ben? Thanks, Damien. Hello, everyone. Let me walk through the structure, the financial impact, and how this impacts our outlook over the next few years. The initial upfront consideration is based on an enterprise value of EUR 155 million, which equates to approximately EUR 176 million of cash consideration to be paid to eCential shareholders at closing. Additionally, this deal includes milestones of up to EUR 35 million, contingent on the success of certain regulatory and commercial deliverables. We expect the transaction to close by year-end 2026, subject to customary regulatory approvals. We will finance this transaction with a combination of cash on hand and with existing debt capacity under our revolving credit facility. In terms of leverage, we have reduced from 3.8x- 3.1x over the past 12 months. This transaction initially increases leverage about a half turn. However, we expect to be back to approximately 3x by the end of 2027. We believe this is a critical strategic investment to build on our demonstrated innovation engine in Recon. This investment will support our growth and pace of innovation across Recon for the medium and long term. We expect to continue growing above market in the near term with our existing portfolio and internal pipeline and believe this investment will provide upside to growth as we begin introducing products in late 2028. With regards to adjusted EBITDA margins, we expect approximately 150 basis points of deal-related dilution to adjusted EBITDA margin in 2027, offset by approximately 50 basis points of underlying improvement. This equates to about 100 basis point headwind in 2027. We expect to return to 50 basis points of underlying improvement year-over-year in 2028. Looking forward, we expect initial commercial traction to offset operational costs starting in mid-2028, leading to 100 basis points of margin improvement in 2029. Despite these incremental investments, we expect our free cash flow conversion ratio to increase to approximately 50% in 2027, and we are committed to absolute free cash flow generation of at least $100 million next year. Free cash flow conversion will continue to improve and scale, and we expect to be around 70% free cash flow conversion in 2029. To summarize, this investment provides us the ability to accelerate our time to market in robotics, enhance our development capabilities, and build a robotic center of excellence. It is highly strategic and a good fit. We believe eCential provides the right foundation for securing our ability to deliver above-market growth in Recon. While this investment puts near-term pressure on margins, we remain committed to increasing free cash flow and setting up the company for a future of sustainable, profitable, capital-efficient growth. Damien? Thanks, Ben. In summary, we're excited about this opportunity for Enovis, eCential, our surgeon customers, and our shareholders. This acquisition is a significant milestone and reflects our disciplined approach to bringing externally developed innovation into Enovis. The eCential Robotics team brings exceptional engineering talent, intellectual property, and a proven track record. As part of Enovis, we'll be able to grow through a shared mission to support surgeons with greater operating room efficiency and help patients live more full, active lives. With that, I'll turn it over to Fern for question-and-answer. We will now begin the question and answer session. Please limit yourself to one question and one follow-up. If you would like to ask a question, please press star one to raise your hand. To withdraw your question, please press star one again. We ask that you pick up your handset when asking a question to allow for optimum sound quality. If you are muted locally, please remember to unmute your device. Please stand by while we compile the question-and-answer roster. The first question is from the line of Ryan Zimmerman with BTIG. Your line is now open. Please go ahead. Hi. Good morning. This is Izzy on for Ryan. Thank you for taking our questions. Congrats on the deal this morning. I thought we're going to start with just some of the terms that you guys laid out for the acquisition and the EUR 35 million in milestone payments. Could you spend some time talking about the timeframe that you expect those to be triggered over? Hi. Thanks, Izzy, for the question. The contingent consideration are going to be tied to development milestones on both the knee and the shoulder introductions into the market. Based on the timelines that we put in the materials, you can think about them that way. Understood. Thank you. Could you help me with the margin outlook and the 150 basis points of the dilution? Just what visibility do you have into driving that 150 basis point? Is it coming from R&D? Is it head count? Is it infrastructure? Any thoughts there? Thank you. Yeah. Thanks. The majority of it is the ongoing operating expenses that are coming along with the infrastructure that we're acquiring with eCential. On top of that, we're also going to continue to heavily invest in these programs, in the near term, as we look to accelerate the launch of these products as we've laid out. So overall, I'd say it's mostly the burn that we're acquiring on top of some additional incremental investment that we're putting into this program. Your next question is from the line of Vik Chopra with BMO Capital Markets. Your line is now open. Please go ahead. Hey, Damien and Ben, it's Anton Heldman on for Vik. Thanks for taking our questions. Two for me. First, on eCential, revenue contributions and guidance is unchanged for 2026, implying no contribution this year. If I'm hearing you correctly, it sounds like initial revenue contributions should begin in 2028. What run-rate revenue contribution should we be expecting for that timeframe, and how do we think about the revenue inflection once the knee and shoulder robotic applications are introduced? Yeah. Thanks for the question, Anton. We remain committed to growing the business above market like we've demonstrated over the last several years. We don't expect that to change. We think this helps secure our future as the market continues to evolve. As we laid out in our prepared remarks, we think this is an accelerator to allow us to really capitalize and maximize our full potential here in the market, given this technology that we're going to continue to develop. Overall, I think we have what we need to continue to grow above market in the near term. This will help us to really accelerate and sustain that growth into the future. Okay, great. Thanks so much. Maybe just talk a bit more about the expected commercial strategy for the eCential business. Will robotics be sold directly by the existing Recon sales force through a dedicated enabling tech team or through a hybrid model? Do you have all the people you need today? If not, what changes are required to the commercial organization? Louie, why don't you take that? Sure. Good question. Thank you. Yeah, it is a bit of a hybrid approach is what we envision. We do have the ability. We have the benefit of hindsight here, and we have seen some of the things that have worked and some of the things that have not worked for other companies who have introduced robotic technologies and have had different degrees of success. We will be augmenting our channel with corporate resources at various different levels from enterprise solutions at the top down to clinical success managers at the bottom, and a few things in between. But we remain committed to our distributor model, and I think we have the right blend of what we need to be successful. This is a couple years away before big impact, so we are building out some of those muscles now. We have been building them out with the ARVIS ecosystem that we have been rolling out this year. But we will continue to do that here in the next couple of years. Thanks again. Your next question is from the line of Robbie Marcus with JPMorgan. Your line is now open. Please go ahead. Good morning. This is Henry on for Robbie. Thanks for taking the questions. First one, could you talk a little bit more about why you believe acquiring eCential is the right strategy at this point versus the existing partnership? Said another way, like what changed to make full ownership the better path at this point versus continuing the collaboration? Then just a quick follow-up. Yeah. Morning, Henry. Thanks for the question. We really weighed that up, and I think the single most important thing for us was about agility and being able to respond to the way clinicians want to engage in terms of developing the next generation of technology. Partnership is great and works in a lot of instances. But by having the team come on board, we really think we're adding capabilities around the way they execute with a proven team, with proven execution, rather than having a series of one-off partnership agreements. First the knee, separate contract, then the shoulder, separate contract, then the evolution. We just think that the speed and agility is really enhanced by having the team part of our family. Thanks. Then also maybe a little bit of additional color on why you think hospitals, ASCs, other centers would purchase or adopt this platform, and specifically maybe just why you believe this platform is meaningfully different from the other robotics platforms already on the market today. Louie, do you want to talk a little bit about why we have feedback from our surgeons around wanting to be part of an integrated solution across various offerings, and how we view planning, navigation, and assistance? Sure. Great question. There's subtle nuances with features on the knee side. There's quite a bit of bigger differences on the shoulder vision that we have in place right now. We think we're able to take what is the latest generation robot, 7 degrees of freedom, that can give us a few different capabilities for how we want to do surgical techniques in the future, and how that will build into personalized implants in the future as well. This puts us really in the driver's seat to give us the strategic optionality to go where we want to go with our horizon one, two, and three in the space. In terms of the platform itself, we think it's very important to meet the customer where they are, both economically and from their preference with automation. This blends very well with ASTRA Arvis. We don't want to forget about that, and that's a different customer segment with some different needs, and it's a very scalable and deployable technology. Of course, the robot here is going to be for the people who prefer more automation, and we think we have the capabilities with this new system to go wherever we want to go, where some of the other systems may be a little more limited. Thank you. Thanks, Henry. Your next question is from the line of Lawrence Biegelsen with Wells Fargo. Your line is now open. Please go ahead. Good morning. This is Ross Osborn on for Larry. Thanks for taking our questions. Starting off, I believe eCential is currently on market with a spine indication. How should we think about that installed base and revenue run rate? Is the plan to further commercialize spine or pull back ahead of your knee launch? Good morning, Ross. How are you? Yeah, that's right. They do have a spine solution, and our plan is Look, they've also developed J&J's Velys spine robot. Again, this is part of why we like them, because they've developed technologies and they have things in play. Our focus is on the total knee and then the total shoulder, and we don't have any intention to expand into the surgical spine space. But we'll support the agreements and the way that eCential has been building relationships across the spine universe in their open platform. But our intention is not to enter the spine space specifically. Got it. Right. Looking at the 50-person plus Grenoble team, is that purely R&D and engineering, or does it include manufacturing? What capacity exists today to support launch in 2028? Louie, do you want to talk about that? Sure. I will take that one, too. Yes, it is a little over 50 people. It is primarily engineering, primarily software and hardware development. It also includes a small quality team, regulatory as well. We call that, basically it is a product engine group. It does have a small manufacturing and assembly team. There are two buildings that we operate out of there, or that they operate out of there. The second one is for manufacturing and assembly. Right now, their output per year in that assembly, they believe, is between 75 robots- 100 robots. Thank you. Thanks, Ross. Your next question is from the line of Jeff Johnson with Baird. Your line is now open. Please go ahead. Yeah, thanks. Good morning, guys. Maybe a few follow-ups here, if I could tick off a few. Louie, I do not know if it is for you or, Damien, for you, but just what has to be done from here? When I have met with eCential in the past, they obviously have a robot. Louie, you mentioned the seven degrees of freedom on the arm itself. Is there more hardware development to go here? Is there more software development? Is it just designing a knee and a shoulder software application on the current hardware platform? Just what are you going to be working on over the next couple of years, I guess, is the first question. Thanks. Great question. It is a little different in the hip and the knee. The way that this has come together and the way that Damien has articulated it is, it really is sort of a puzzle piece that comes and accelerates the strategy that we already have. The core foundation and what I call the brain of our AI-based planning and our navigation, Enovis is going to bring that to the table for this robotic application, and of course, the implants. On the knee side, we have some development to do on the planning front, taking a CT image and turning it into a virtual surgery application and creating the brain of what will actually drive the robot. Importantly, we have that to develop on the knee side. The second thing is we have a unique approach to innovation. We're incredibly surgeon-centric. We want to make sure that our surgeons and our KOLs really have a meaningful input into what we bring to market. Instead of taking something off the shelf, we really want to tailor it as much as we possibly can. We think that's going to be a difference-maker in the market. On the shoulder side, we've given ourself a bit more time. We already have the planning application in place. That was an investment we made some time ago. It's been going very well and continues to develop along a nice curve. We have the navigation as well, but shoulders is in its infancy. It's nascent right now. It's a bit of a blue ocean. Where we want to go with it is unique. We've given ourselves some time for acts of discovery and true innovation process there, and that's why we have a little more time built into the schedule. Louie, when you say unique, on the surgical approach itself robotically and getting to pin placement and beyond, I'm assuming? Yeah. We see a future with robotics that really enables things that the surgeon can't do without a robot. That's sort of the next horizon, unlike where we are right now in the knee. As we think through that, there's new discoveries that we have to do together with our surgeon key opinion leaders. We've been working on some of these concepts for quite some time. The robot is really a facilitator. It's an enabler to help us get there and to be able to drive reproducibility with the masses. All right. That's helpful. I'm going to ask Ben maybe if I could just sneak in a couple financial questions, just on the 2029 margin guidance. I know we're a long way away from that, but as you're going into full launch mode there, we've seen robots go in kind of placement strategies, obviously some leasing strategies, a lot of different financial models for robotics nowadays, and I'm sure those will evolve over the next couple of years as well. But how do you get back to 100 basis points of margin improvement when you may be placing robots or having even mix shift to probably, I would assume, lower margin capital as you start to sell robots in 2029 and beyond? Thanks. Yeah. Thanks, Jeff. Actually, as Recon will continue to accelerate as part of Enovis, we'll continue to reap those benefits. So I think there's leverage as we get through some of the initial investment hurdles here to bring the products to market. Then we'll be able to capitalize on some efficiency as we step into 2029 on top of just Recon mix continuing to be a total benefit for the company. So overall, we see opportunity here to get back on track of margin improvements. Like we said in the prepared remarks, continue to make progress on cash flow even here in the near term with bringing on this investment. Fair enough. I'll take the rest offline later today. Thanks, guys. Thanks, Jeff. Thanks, Jeff. Your next question is from the line of Mike Matson with Needham & Company. Your line is now open. Please go ahead. Yeah. Thanks. Just curious how you think this would fit in sort of the ASC setting. It does seem like we're seeing a lot of procedures moving to that setting. Seems like that's only going to accelerate with some of these potential inpatient reimbursement cuts and the Comprehensive Care for Joint Replacement model. Do you think this is something that is appropriate size and price point that will work well in the ASC setting? Louie, you want to jump for that? Sure, yeah. Good question, Mike. Every ASC is different, right? The volume that they produce is different. Our research suggests that if you don't do 100 knees per year, the account doesn't do 100 per year, it may not be best suited for a large format robot. That's not exclusively that way, but that's generally what our research indicates. Importantly with our strategy is we want to be able to meet the customer where they are economically and help them with their goals. That's why we don't have a single prompt approach here, and we think ARVIS is going to play a critical role in those accounts. It's a tailored approach that we want to bring to people to help them accomplish their goals and solve their problems, but not everybody's the same. Okay, thanks. Just in terms of ARVIS and the robot, it's the intention here to have like a single software platform across all your enabling technology offerings? In other words, if a surgeon starts with ARVIS and gets comfortable with the software, the navigation software, that they can then more easily move to the robot if they chose to do so? Yes. In fact, you said that very well. You stole my thunder. Yes. We want the customer experience to be the same. We have what we call a unified portal, planning and analytics portal. We have a unified navigation core that has a tech stack that will be similar or the same between the two outputs, the ASTRA ARVIS system and what is now the eCential Robotics system. Camera tracking, our code base, our workflow, our user interface, all of that will be the same throughout. It's helpful for the surgeon customer. It's helpful for the sales representative. It's also helpful for us from an innovation standpoint that we can innovate on sort of one platform instead of two or multiple. Yeah. Okay. Got it. Thank you. Okay, Fern, I think that's it from the question-and-answer. Everyone, thank you for the thoughtful questions. Again, short notice, we very much appreciate you joining us. We'll be at the Wells Fargo Healthcare Conference next week, and look forward to providing an additional updates and answering any question-and-answer, or the third quarter results in early November. Thanks for joining and have a great day. This concludes today's call. Thank you for attending. You may now disconnect.
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