esab-20250404

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549


FORM			10-Q


☒			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Quarterly Period Ended April 4, 2025


☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission file number - 001-41297

ESAB Corporation

(Exact name of registrant as specified in its charter)


Delaware									87-0923837
(State or other jurisdiction of incorporation or organization)									(I.R.S. Employer Identification Number)

909 Rose Avenue, 8th Floor
North Bethesda, Maryland									20852
(Address of principal executive offices)									(Zip Code)


(301)			323-9099
(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.001 per share	ESAB	New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☑ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☑ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ☑ Accelerated filer ☐ Non-accelerated filer ☐

Smaller reporting company ☐ 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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☑

As of April 24, 2025, there were 60,622,892 shares of the registrant’s common stock, par value $0.001 per share, outstanding.

TABLE OF CONTENTS


			Page
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements			2
Consolidated and Condensed Statements of Operations			2
Consolidated and Condensed Statements of Comprehensive Income			3
Consolidated and Condensed Balance Sheets			4
Consolidated and Condensed Statements of Equity			5
Consolidated and Condensed Statements of Cash Flows			6
Notes to Consolidated and Condensed Financial Statements			6
Note 1. Organization and Basis of Presentation			7
Note 2. Discontinued Operations			8
Note 3. Acquisitions			8
Note 4. Revenue			9
Note 5. Earnings per Share from Continuing Operations			9
Note 6. Income Taxes			10
Note 7. Inventories, Net			10
Note 8. Accrued and Other Liabilities			10
Note 9. Benefit Plans			11
Note 10. Debt			11
Note 11. Derivatives			13
Note 12. Financial Instruments and Fair Value Measurements			15
Note 13. Equity			16
Note 14. Commitments and Contingencies			18
Note 15. Segment Information			19
Note 16. Subsequent Event			21
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations			22
Item 3. Quantitative and Qualitative Disclosures About Market Risk			34
Item 4. Controls and Procedures			35

PART II - OTHER INFORMATION
Item 1. Legal Proceedings			36
Item 1A. Risk Factors			36
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds			37
Item 3. Defaults Upon Senior Securities			37
Item 4. Mine Safety Disclosures			37
Item 5. Other Information			37
Item 6. Exhibits			38

SIGNATURES			39

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

ESAB CORPORATION

CONSOLIDATED AND CONDENSED STATEMENTS OF OPERATIONS

Dollars in thousands, except per share amounts

(Unaudited)


	Three Months Ended
	April 4, 2025		March 29, 2024
Net sales	$	678,138	$	689,744
Cost of sales	422,936		434,717
Gross profit	255,202		255,027
Selling, general and administrative expense	140,858		142,450
Restructuring and other related charges	4,499		1,924
Operating income	109,845		110,653
Pension settlement loss	—		12,155
Interest expense and other, net	16,782		17,091
Income from continuing operations before income taxes	93,063		81,407
Income tax expense	20,499		18,504
Net income from continuing operations	72,564		62,903
Loss from discontinued operations, net of taxes	(2,732)		(1,309)
Net income	69,832		61,594
Income attributable to noncontrolling interest, net of taxes	(2,469)		(1,643)
Net income attributable to ESAB Corporation	$	67,363	$	59,951
Earnings (loss) per share – basic
Income from continuing operations	$	1.15	$	1.01
Loss on discontinued operations	(0.05)		(0.02)
Net income per share – basic	$	1.10	$	0.99
Earnings (loss) per share – diluted
Income from continuing operations	$	1.14	$	1.00
Loss on discontinued operations	(0.04)		(0.02)
Net income per share – diluted	$	1.10	$	0.98

See Notes to Consolidated and Condensed Financial Statements.

ESAB CORPORATION

CONSOLIDATED AND CONDENSED STATEMENTS OF COMPREHENSIVE INCOME

Dollars in thousands

(Unaudited)


	Three Months Ended
	April 4, 2025		March 29, 2024
Net income	$	69,832	$	61,594
Other comprehensive income (loss):
Foreign currency translation, net of tax (benefit) expense of $(4,322) and $1,531	79,330		(25,354)
Unrealized (loss) income on derivatives designated and qualifying as cash flow hedges, net of tax (benefit) expense of $(497) and $295	(1,816)		1,013
Defined benefit pension and other post-retirement plan activity, net of tax expense of $11 and $203	321		629
Other comprehensive income (loss)	77,835		(23,712)
Comprehensive income	147,667		37,882
Comprehensive income attributable to noncontrolling interest	(2,587)		(1,320)
Comprehensive income attributable to ESAB Corporation	$	145,080	$	36,562

See Notes to Consolidated and Condensed Financial Statements.

ESAB CORPORATION

CONSOLIDATED AND CONDENSED BALANCE SHEETS

Dollars in thousands, except share and per share amounts

(Unaudited)


	April 4, 2025		December 31, 2024
ASSETS
CURRENT ASSETS:
Cash and cash equivalents	$	291,348	$	249,358
Trade receivables, less allowance for credit losses of $24,446 and $23,850	414,796		370,321
Inventories, net	450,705		403,711
Prepaid expenses	56,941		55,665
Other current assets	72,241		69,327
Total current assets	1,286,031		1,148,382
Property, plant and equipment, net	307,487		298,347
Goodwill	1,684,829		1,651,993
Intangible assets, net	502,895		487,993
Lease assets - right of use	86,320		89,859
Other assets	349,980		357,401
Total assets	$	4,217,542	$	4,033,975

LIABILITIES AND EQUITY
CURRENT LIABILITIES:
Current portion of debt	$	17,759	$	15,000
Accounts payable	349,716		318,493
Accrued liabilities	304,525		298,558
Total current liabilities	672,000		632,051
Long-term debt	1,056,296		1,060,739
Other liabilities	538,854		532,936
Total liabilities	2,267,150		2,225,726
Equity:
Common stock - $0.001 par value - 600,000,000 shares authorized, 60,622,736 and 60,517,574 shares outstanding as of April 4, 2025 and December 31, 2024, respectively	61		61
Additional paid-in capital	1,901,849		1,901,337
Retained earnings	659,675		597,180
Accumulated other comprehensive loss	(651,857)		(729,574)
Total ESAB Corporation equity	1,909,728		1,769,004
Noncontrolling interest	40,664		39,245
Total equity	1,950,392		1,808,249
Total liabilities and equity	$	4,217,542	$	4,033,975

See Notes to Consolidated and Condensed Financial Statements.

ESAB CORPORATION

CONSOLIDATED AND CONDENSED STATEMENTS OF EQUITY

Dollars in thousands, except share and per share amounts
(Unaudited)


	Common Stock			Additional Paid-in Capital		Retained Earnings		Accumulated Other Comprehensive Loss		Noncontrolling Interest		Total
	Shares	Amount
Balance at December 31, 2024	60,517,574	$	61	$	1,901,337	$	597,180	$	(729,574)	$	39,245	$	1,808,249
Net income	—	—		—		67,363		—		2,469		69,832
Dividends declared ($0.08 per share)	—	—		—		(4,868)		—		—		(4,868)
Distributions to noncontrolling owners	—	—		—		—		—		(1,168)		(1,168)
Other comprehensive income, net of tax benefit of $

SEC Form 10-Q filed by ESAB Corporation