ESAB Corp 10-Q

Item 1. Financial Statements ESAB CORPORATION CONSOLIDATED AND COMBINED CONDENSED STATEMENTS OF OPERATIONS Dollars in thousands, except per share amounts (Unaudited) Three Months Ended Six Months Ended June 30, 2023 July 1, 2022 June 30, 2023 July 1, 2022 Net sales $ 720,422 $ 661,177 $ 1,404,422 $ 1,309,088 Cost of sales 456,499 433,705 893,110 857,285 Gross profit 263,923 227,472 511,312 451,803 Selling, general and administrative expense 150,115 136,945 297,397 272,358 Restructuring and other related charges 5,169 4,649 14,613 9,953 Operating income 108,639 85,878 199,302 169,492 Interest expense and other, net 18,819 7,907 38,329 7,351 Income from continuing operations before income taxes 89,820 77,971 160,973 162,141 Income tax expense 20,974 20,047 57,998 45,793 Net income from continuing operations 68,846 57,924 102,975 116,348 Loss from discontinued operations, net of taxes ( 1,623 ) ( 1,900 ) ( 2,536 ) ( 3,921 ) Net income 67,223 56,024 100,439 112,427 Less: Income attributable to noncontrolling interest, net of taxes 1,650 775 2,963 1,741 Net income attributable to ESAB Corporation $ 65,573 $ 55,249 $ 97,476 $ 110,686 Earnings (loss) per share – basic Income from continuing operations $ 1.11 $ 0.95 $ 1.65 $ 1.90 Loss on discontinued operations $ ( 0.03 ) $ ( 0.03 ) $ ( 0.04 ) $ ( 0.07 ) Net income per share $ 1.08 $ 0.92 $ 1.61 $ 1.83 Earnings (loss) per share – diluted Income from continuing operations $ 1.10 $ 0.94 $ 1.64 $ 1.89 Loss on discontinued operations $ ( 0.03 ) $ ( 0.03 ) $ ( 0.04 ) $ ( 0.07 ) Net income per share – diluted $ 1.07 $ 0.91 $ 1.60 $ 1.82 See Notes to Consolidated and Combined Condensed Financial Statements. 2 ESAB CORPORATION CONSOLIDATED AND COMBINED CONDENSED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME Dollars in thousands (Unaudited) Three Months Ended Six Months Ended June 30, 2023 July 1, 2022 June 30, 2023 July 1, 2022 Net income $ 67,223 $ 56,024 $ 100,439 $ 112,427 Other comprehensive income (loss): Foreign currency translation, net of tax (benefit) expense of $( 483 ), $ 360 , $( 438 ) and $ 698 13,736 ( 101,888 ) 55,820 ( 147,077 ) Unrealized gain on derivatives designated and qualifying as cash flow hedges, net of tax expense of $ 1,611 and $ 566 5,531 — 1,950 — Defined benefit pension and other post-retirement plan activity, net of tax expense of $ 65 , $ 234 , $ 131 and $ 475 887 770 1,164 1,556 Other comprehensive income (loss) 20,154 ( 101,118 ) 58,934 ( 145,521 ) Comprehensive income (loss) 87,377 ( 45,094 ) 159,373 ( 33,094 ) Less: comprehensive income (loss) attributable to noncontrolling interest 1,710 ( 970 ) 3,524 ( 512 ) Comprehensive income (loss) attributable to ESAB Corporation $ 85,667 $ ( 44,124 ) $ 155,849 $ ( 32,582 ) See Notes to Consolidated and Combined Condensed Financial Statements. 3 ESAB CORPORATION CONSOLIDATED AND CONDENSED BALANCE SHEETS Dollars in thousands, except share and per share amounts (Unaudited) June 30, 2023 December 31, 2022 ASSETS CURRENT ASSETS: Cash and cash equivalents $ 74,449 $ 72,024 Trade receivables, less allowance for credit l osses of $ 25,845 and $ 23,471 412,668 374,329 Inventories, net 447,321 416,829 Prepaid expenses 69,057 56,637 Other current assets 68,111 68,851 Total current assets 1,071,606 988,670 Property, plant and equipment, net 281,809 284,226 Goodwill 1,585,939 1,529,767 Intangible assets, net 505,063 517,167 Lease assets - right of use 95,077 92,033 Other assets 323,350 342,152 Total assets $ 3,862,844 $ 3,754,015 LIABILITIES AND EQUITY CURRENT LIABILITIES: Accounts payable $ 333,166 $ 316,265 Accrued liabilities 285,206 285,310 Total current liabilities 618,372 601,575 Long-term debt 1,159,100 1,218,643 Other liabilities 538,647 545,339 Total liabilities 2,316,119 2,365,557 Equity: Common stock - $ 0.001 par value - 600,000,000 shares authorized, 60,259,369 and 60,094,725 shares outstanding as of June 30, 2023 and December 31, 2022, respectively 60 60 Additional paid-in capital 1,872,834 1,865,904 Retained earnings 250,030 159,231 Accumulated other comprehensive loss ( 616,615 ) ( 674,988 ) Total ESAB Corporation equity 1,506,309 1,350,207 Noncontrolling interest 40,416 38,251 Total equity 1,546,725 1,388,458 Total liabilities and equity $ 3,862,844 $ 3,754,015 See Notes to Consolidated and Combined Condensed Financial Statements. 4 ESAB CORPORATION CONSOLIDATED AND COMBINED 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, 2022 60,094,725 $ 60 $ 1,865,904 $ 159,231 $ ( 674,988 ) $ 38,251 $ 1,388,458 Net income — — — 31,903 — 1,313 33,216 Dividends declared ($ 0.05 per share) — — — ( 3,033 ) — — ( 3,033 ) Distributions to noncontrolling owners — — — — — ( 1,359 ) ( 1,359 ) Other comprehensive gain, net of tax benefit of $ 934 — — — — 38,279 501 38,780 Common stock-based award activity 127,538 — 2,229 — — — 2,229 Balance at March 31, 2023 60,222,263 $ 60 $ 1,868,133 $ 188,101 $ ( 636,709 ) $ 38,706 $ 1,458,291 Net income — — — 65,573 — 1,650 67,223 Dividends declared ($ 0.06 per share) — — — ( 3,644 ) — — ( 3,644 ) Other comprehensive gain, net of tax expense of $ 1,193 — — — — 20,094 60 20,154 Common stock-based award activity 37,106 — 4,701 — — — 4,701 Balance at June 30, 2023 60,259,369 $ 60 $ 1,872,834 $ 250,030 $ ( 616,615 ) $ 40,416 $ 1,546,725 5 Common Stock Additional Paid in Capital Retained Earnings Former Parent’s Investment Accumulated Other Comprehensive Loss Noncontrolling Interest Total Shares Amount Balance at December 31, 2021 — $ — $ — $ — $ 2,921,623 $ ( 460,888 ) $ 40,993 $ 2,501,728 Net income — — — — 55,437 — 966 56,403 Distributions to noncontrolling owners — — — — — — ( 941 ) ( 941 ) Other comprehensive loss, net of tax expense of $ 579 — — — — — ( 43,895 ) ( 508 ) ( 44,403 ) Former Parent common stock-based award activity — — — — 1,728 — — 1,728 Transfers to Former Parent, net — — — — 62,110 ( 59,263 ) — 2,847 Balance at April 1, 2022 — $ — $ — $ — $ 3,040,898 $ ( 564,046 ) $ 40,510 $ 2,517,362 Net income — — — 55,249 — — 775 56,024 Dividends declared ($ 0.05 per share) — — — ( 3,025 ) — — — ( 3,025 ) Other comprehensive loss, net of tax expense of $ 594 — — — — — ( 99,373 ) ( 1,745 ) ( 101,118 ) Net Transfers from Former Parent, including Separation Adjustments — — — — 8,533 — — 8,533 Net consideration paid to Former Parent in connection with the Separation — — — — ( 1,200,000 ) — — ( 1,200,000 ) Issuance of common stock in connection with the Separation and reclassification of Net Investment from Former Parent 60,034,311 60 1,849,371 — ( 1,849,431 ) — — — Common stock-based award activity 9,232 — 3,627 — — — — 3,627 Balance at July 1, 2022 60,043,543 $ 60 $ 1,852,998 $ 52,224 $ — $ ( 663,419 ) $ 39,540 $ 1,281,403 See Notes to Consolidated and Combined Condensed Financial Statements. 6 ESAB CORPORATION CONSOLIDATED AND COMBINED CONDENSED STATEMENTS OF CASH FLOWS Dollars in thousands (Unaudited) Six Months Ended June 30, 2023 July 1, 2022 Cash flows from operating activities: Net income $ 100,439 $ 112,427 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation, amortization, and other impairment charges 39,561 33,072 Stock-based compensation expense 7,462 5,355 Deferred income tax 998 ( 7,346 ) Non-cash interest expense 597 597 Changes in operating assets and liabilities: Trade receivables, net ( 28,942 ) ( 17,652 ) Inventories, net ( 24,733 ) ( 65,984 ) Accounts payable 3,267 17,450 Other operating assets and liabilities 2,072 ( 34,509 ) Net cash provided by operating activities 100,721 43,410 Cash flows from investing activities: Purchases of property, plant and equipment ( 16,999 ) ( 13,691 ) Proceeds from sale of property, plant and equipment 1,936 3,358 Acquisition, net of cash received ( 18,235 ) — Net cash used in investing activities ( 33,298 ) ( 10,333 ) Cash flows from financing activities: Proceeds from borrowings on term credit facility — 1,000,000 Proceeds from borrowings on revolving credit facility 280,000 265,000 Repayments of borrowings on revolving credit facility and other ( 340,537 ) ( 79,639 ) Payment of deferred financing fees and other — ( 5,641 ) Payment of deferred consideration — ( 1,500 ) Payment of dividends ( 6,061 ) — Consideration to Former Parent in connection with the Separation — ( 1,200,000 ) Distributions to noncontrolling interest holders ( 1,274 ) ( 941 ) Transfers from Former Parent, net — 2,847 Net cash used in financing activities ( 67,872 ) ( 19,874 ) Effect of foreign exchange rates on Cash and cash equivalents 2,874 ( 937 ) Increase in Cash and cash equivalents 2,425 12,266 Cash and cash equivalents, beginning of period 72,024 41,209 Cash and cash equivalents, end of period $ 74,449 $ 53,475 See Notes to Consolidated and Combined Condensed Financial Statements. 7 ESAB CORPORATION NOTES TO CONSOLIDATED AND COMBINED CONDENSED FINANCIAL STATEMENTS (Unaudited) 1. Organization and Basis of Presentation Founded in 1904, ESAB Corporation (“ESAB” or the “Company”) is a world leader in connected fabrication technology and gas control solutions. ESAB provides its partners with advanced equipment, consumables, gas control equipment, robotics, and digital solutions. The Company’s rich history of innovative products and workflow solutions and its business system ESAB Business Excellence (“EBX”) allows the Company to realize its purpose of Shaping the World We Imagine . TM The Company’s products are utilized to solve challenges in a wide range of industries, including cutting, joining and automated welding. The Company conducts its operations through two reportable segments. These segments consist of the “Americas,” which includes operations in North America and South America, and “EMEA & APAC,” which includes Europe, Middle East, India, Africa and Asia Pacific. The Company’s fiscal year ends December 31. The Company’s second quarter ends on the last business day of the 13 th week after the end of the prior quarter. As used herein, the second quarter results for 2023 and 2022 refer to the 13-week periods ended June 30, 2023 and July 1, 2022, respectively. Separation from Enovis On April 4, 2022, Colfax Corporation (“Colfax”, “Enovis” or the “Former Parent”) completed the spin-off of Colfax’s Fabrication Technology business and certain other corporate entities, through a tax-free, pro rata distribution (the “Distribution”) of 90 % of the outstanding common stock of ESAB to Colfax stockholders (the “Separation”). To effect the Separation, each Colfax stockholder of record as of close of business on March 23, 2022 received one share of ESAB common stock for every three shares of Colfax common stock held on the record date. Upon completion of the Distribution, Colfax changed its name to Enovis Corporation and continued to hold 10 % of the outstanding common stock of ESA B. In November 2022, Enovis sold a total of 6.0 million shares of the Company’s common stock as part of a secondary offering. After the secondary offering, Enovis no longer owned any of the Company’s outstanding common stock. Russia and Ukraine Conflict The invasion of Ukraine by Russia and the sanctions imposed in response have increased the level of economic and political uncertainty. While ESAB continues to closely monitor the situation and evaluate options, the Company is meeting current contractual obligations while addressing applicable laws and regulations. For the three and six months ended June 30, 2023, Russia represented approximate ly 6 % of the Company’s total revenue, and app roximately $ 4 million and $ 6 million of its N et income, respectively. Russia also has approximately 4 % of the Company’s total net assets excluding any goodwill allocation as of June 30, 2023. In case of the disposition of the Russia business, a portion of goodwill would need to be allocated and disposed of at the relative fair value attributable to the Russia business. Russia has a cumulative translation loss of approximately $ 120 million as of June 30, 2023, which could be realized upon a transition out. The Company is closely monitoring developments in Ukraine and Russia. Changes in laws and regulations or other factors impacting the Company’s ability to fulfill contractual obligations could have an adverse effect on the results of operations. Basis of Presentation Prior to the Separation on April 4, 2022, the historical financial statements were prepared on a combined basis and were derived from the consolidated financial statements of Enovis. For the periods subsequent to April 4, 2022, the financial statements are presented on a consolidated basis as the Company became a standalone public company as of that date. Through the date of the Separation, all revenues and costs as well as assets and liabilities directly associated with ESAB have been included in the combined financial statements. Prior to the Separation, the combined condensed financial statements also included allocations of certain general, administrative, sales and marketing expenses from Enovis’s corporate office and from other Enovis businesses to the Company and allocations of related assets, liabilities, and the Former Parent’s investment, as applicable. The allocations were determined on a reasonable basis, however, the amounts are not necessarily representative of the amounts that would have been reflected in the financial statements had the Company been an entity that operated independently of Enovis during the applicable periods. The Company’s allocated expenses from the Former Parent were $ 6.0 million for the three months ended April 1, 2022. 8 ESAB CORPORATION NOTES TO CONSOLIDATED AND COMBINED CONDENSED FINANCIAL STATEMENTS — (Continued) (Unaudited) Prior to the Separation, the Company was dependent on the Former Parent for all of its working capital and financing requirements under Enovis’s centralized approach to cash management and financing of its operations. With the exception of cash, cash equivalents and borrowings clearly associated with ESAB and related to the Separation, financing transactions relating to the Company during the period prior to the Separation were accounted for through the Former Parent’s investment account of the Company. Accordingly, none of Enovis’s cash, cash equivalents or debt at the corporate level has been assigned to the Company in these financial statements. Former Parent’s Investment, which included retained earnings, represented Enovis’s interest in the recorded net assets of the Company. All significant transactions between the Company and the Former Parent prior to the Separation have been included in the accompanying Financial Statements. Transactions with the Former Parent are reflected in the accompanying Consolidated and Combined Condensed Statements of Equity as “Transfers to Former Parent, net.” The Consolidated and Combined Condensed Financial Statements of ESAB for the three months ended April 1, 2022 are not indicative of the Company's results had it been a separate stand-alone entity throughout the periods presented, nor are the results stated herein indicative of what the Company's financial position, results of operations and cash flows are in subsequent periods. The Consolidated and Combined Condensed Financial Statements reflect, in the opinion of management, all adjustments, which consist solely of normal recurring adjustments, necessary to present fairly the Company’s financial position and results of operations as of and for the periods indicated. Intercompany transactions and accounts are eliminated in consolidation. The Company makes certain estimates and assumptions in preparing its Consolidated and Combined Condensed Financial Statements in accordance with GAAP. These estimates and assumptions affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities as of the date of the Consolidated and Combined Condensed Financial Statements and the reported amounts of revenues and expenses for the periods presented. Actual results may differ from those estimates. In the normal course of business, the Company incurs research and development costs related to new product development, which are expensed as incurred and included in Selling, general and administrative expenses on the Company’s Consolidated and Combined Condensed Statements of Operations. Research and development costs were $ 9.5 million and $ 19.1 million during the three and six months ended June 30, 2023, respectively, and $ 9.6 million and $ 19.1 million during the three and six months ended July 1, 2022, respectively. T hese amounts do not include development and application engineering costs incurred in conjunction with fulfilling customer orders and executing customer projects, nor do they include costs related to securing third party product rights. We expect to continue making significant expenditures for research and development to maintain and improve our competitive positions. In addition to the factors discussed elsewhere in this Form 10-Q, the results of operations for the three and six months ended June 30, 2023, are not necessarily indicative of the results of operations that may be achieved for the full year. Quarterly results are affected by seasonal variations in the Company’s businesses, and European operations typically experience a slowdown during the July, August and December holiday seasons. These Consolidated and Combined Condensed Financial Statements included in this quarterly report have been prepared by the Company in accordance with the rules and regulations of the Securities and Exchange Commission (“SEC”) in conformity with GAAP, for the preparation of the Consolidated and Combined Condensed Financial Statements and are unaudited. Certain financial information that is normally included in annual financial statements prepared in accordance with GAAP, but that is not required for interim reporting purposes, has been omitted. The accompanying interim Consolidated and Combined Condensed Financial Statements and the related notes should be read in conjunction with the Company’s Consolidated and Combined Financial Statements and related notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022 (the “2022 Form 10-K”), filed with the SEC on March 7, 2023. 2. Discontinued Operations The Company holds certain asbestos-related contingencies and insurance coverages from divested businesses for which it does not have an interest in the ongoing operations. The entities that hold these assets and liabilities became subsidiaries of the Company in connection with the Separation. 9 ESAB CORPORATION NOTES TO CONSOLIDATED AND COMBINED CONDENSED FINANCIAL STATEMENTS — (Continued) (Unaudited) The Company has classified asbestos-related activity included in its Consolidated and Combined Condensed Statements of Operations as part of Loss from discontinued operations, net of taxes. Loss from discontinued operations, net of taxes consists of Selling, general and administrative expenses of $ 2.1 million and $ 3.0 million , and a tax benefit of $ 0.5 million and $ 0.5 million for the three and six months ended June 30, 2023, respectively, and $ 2.3 million and $ 4.9 million, and a tax benefit of $ 0.4 million and $ 1.0 million for the three and six months ended July 1, 2022, respectively . S ee Note 13 “Commitments and Contingencies” for further information. Cas h used in operating activities related to discontinued operations for the three and six months ended June 30, 2023 was $ 4.4 million and $ 9.7 million, respectively, and was $ 9.1 million and $ 13.7 million for the three and s ix months ended July 1, 2022 , respectively. 3. Acquisition On January 11, 2023, the Company completed the acquisition of Therapy Equipment Limited, a regional leader in oxygen regulators, for $ 18.7 million, net of cash received. 4. Revenue The Company provides advanced equipment, consumables, gas control equipment, robotics and digital solutions. The Company’s products are utilized to solve challenges in a wide range of industries, including cutting, joining and automated welding. Substantially all revenue is recognized at a point in time. The Company disaggregates its revenue into the following product groups: Three Months Ended Six Months Ended June 30, 2023 July 1, 2022 June 30, 2023 July 1, 2022 (In thousands) Equipment $ 226,049 $ 190,574 $ 426,268 $ 378,922 Consumables 494,373 470,603 978,154 930,166 Total $ 720,422 $ 661,177 $ 1,404,422 $ 1,309,088 The sales mix in the above table is relatively consistent across both reportable segments. The consumables product grouping generally has less production complexity and shorter production cycles than equipment products. Given the nature of the business, the total amount of unsatisfied performance obligations with an original contract duration of greater than one year as of June 30, 2023 is immaterial. In some circumstances, customers are billed in advance of revenue recognition, resulting in contract liabilities. As of December 31, 2022 and December 31, 2021, total contract liabilities were $ 25.9 million and $ 22.3 million, respectively, and were included in Accrued liabilities on the Consolidated and Combined Condensed Balance Sheets. During the three and six months ended June 30, 2023, revenue recognized that was included in the contract liability balance at the beginning of the year w as $ 3.3 million and $ 14.4 million, res pectively. During the three and six months ended July 1, 2022, revenue recognized that was included in the contract liability balance at the beginning of the year was $ 5.3 million and $ 14.4 million, respectively. As of June 30, 2023 and July 1, 2022, total contract liabilities were $ 28.2 million and $ 21.5 million, respectively, and were included in Accrued liabilities on the Company’s Consolidated and Condensed Balance Sheets. 10 ESAB CORPORATION NOTES TO CONSOLIDATED AND COMBINED CONDENSED FINANCIAL STATEMENTS — (Continued) (Unaudited) Allowance for Credit Losses A summary of the activity in the Company’s allowance for credit losses included within Trade receivables in the Consolidated and Condensed Balance Sheets is as follows: Six Months Ended June 30, 2023 Balance at Beginning of Period Charged to Expense, net Write-Offs and Deductions Foreign Currency Translation Balance at End of Period (In thousands) Allowance for credit losses $ 23,471 $ 2,930 $ ( 948 ) $ 392 $ 25,845 5. Earnings per Share from Continuing Operations The Company has unvested share-based payment awards with a right to receive non-forfeitable dividends, which are considered participating securities. The Company allocates earnings to participating securities and computed earnings per share using the two-class method as follows: Three Months Ended Six Months Ended June 30, 2023 July 1, 2022 June 30, 2023 July 1, 2022 (In thousands, except share and per share data) Computation of earnings per share from continuing operations – basic: Income from continuing operations attributable to ESAB Corporation (1) $ 67,196 $ 57,149 $ 100,013 $ 114,607 Less: distributed and undistributed earnings allocated to nonvested shares ( 500 ) ( 372 ) ( 737 ) ( 742 ) Income from continuing operations attributable to common stockholders $ 66,696 $ 56,777 $ 99,276 $ 113,865 Weighted-average shares of Common stock outstanding – basic (3) 60,237,955 60,038,053 60,192,152 60,036,182 Income per share from continuing operations – basic $ 1.11 $ 0.95 $ 1.65 $ 1.90 Computation of earnings per share from continuing operations – diluted: Income from continuing operations attributable to common stockholders $ 66,696 $ 56,777 $ 99,276 $ 113,865 Weighted-average shares of Common stock outstanding – basic (3) 60,237,955 60,038,053 60,192,152 60,036,182 Net effect of potentially dilutive securities (2) 323,384 147,467 331,631 73,734 Weighted-average shares of Common stock outstanding – dilution 60,561,339 60,185,520 60,523,783 60,109,916 Net income per share from continuing operations – diluted $ 1.10 $ 0.94 $ 1.64 $ 1.89 (1) Net income from continuing operations attributable to ESAB Corporation for the respective periods is calculated using Net income from continuing operations, less Income attributable to noncontrolling interest, net of taxes, of $ 1.7 million and $ 3.0 million for the three and six months ended June 30, 2023, respectively, and $ 0.8 million and $ 1.7 million for the three and six months ended July 1, 2022, respectively. (2) Potentially dilutive securities include stock options, performance-based restricted stock units, and non-performance-based restricted stock units. (3) Prior to the Separation, the Company did not have any publicly-traded common stock or equivalents issued and outstanding. Accordingly, the net income per share for the three months ended April 1, 2022 is calculated based on the 60.0 million shares distributed on the Separation Date. 6. Income Taxes During the three and six months ended June 30, 2023, Income from continuing operations before income taxes was $ 89.8 million and $ 161.0 million, respectively, while Income tax expense was $ 21.0 million and $ 58.0 million, respectively. The effective tax rate was 23.4 % and 36.0 % for the three and six months ended June 30, 2023, respectively. The effective tax rates differed from the 2023 U.S. federal statutory rate of 21.0% primarily due to discrete tax expenses for dividend withholding taxes and an increase in the liability for unrecognized tax as described below. 11 ESAB CORPORATION NOTES TO CONSOLIDATED AND COMBINED CONDENSED FINANCIAL STATEMENTS — (Continued) (Unaudited) During the three and six months ended July 1, 2022 , Income from continuing operations before income taxes was $ 78.0 million and $ 162.1 million, respectively, while Income tax expense was $ 20.0 million and $ 45.8 million, respectively. The effective tax rate was 25.7 % and 28.2 % for the three and six months ended July 1, 2022 . The effective tax rates differed from the 2022 U.S. federal statutory rate of 21.0% primarily due to the impact of withholding taxes and non-deductible expenses. During the six months ended June 30, 2023, the Company changed its indefinite reinvestment assertion on certain undistributed earnings of the Company’s foreign subsidiaries, resulting in a total tax expense of $ 10.9 million, which was recorded in the three months ended March 31, 2023, on such earnings that have not been indefinitely reinvested. The Company records a liability for certain unrecognized income tax benefits for which it is more likely than not that a tax position will not be sustained upon examination by the respective taxing authority (“uncertain tax positions”). During the six months ended June 30, 2023, due to an adverse court ruling in a tax case in a foreign jurisdiction the Company increased the related liability for uncertain tax positions by $ 9.4 million partially offset by changes in other positions that occurred during the three months ended March 31, 2023. 7. Inventories, Net Inventories, net consisted of the following: June 30, 2023 December 31, 2022 (In thousands) Raw materials $ 168,351 $ 153,099 Work in process 49,455 44,086 Finished goods 279,568 261,902 497,374 459,087 LIFO reserve ( 4,268 ) ( 2,168 ) Less: allowance for excess, slow-moving and obsolete inventory ( 45,785 ) ( 40,090 ) $ 447,321 $ 416,829 At June 30, 2023 and December 31, 2022 , 28.4 % a nd 31.5 % of total inventories, respectively, were valued using the LIFO method. 8. Accrued and Other Liabilities Accrued and Other liabilities in the Consolidated and Condensed Balance Sheets consisted of the following: June 30, 2023 December 31, 2022 Current Noncurrent Current Noncurrent (In thousands) Accrued taxes and deferred tax liabilities $ 46,021 $ 172,271 $ 49,615 $ 161,500 Compensation and related benefits 77,751 55,834 74,794 57,438 Asbestos liability 29,168 204,968 30,108 230,581 Contract liability 28,185 — 25,899 — Lease liability 20,163 78,188 18,664 76,163 Warranty liability 13,559 — 12,946 — Third-party commissions 13,174 — 18,315 — Restructuring liability 7,177 47 7,533 285 Other 50,008 27,339 47,436 19,372 $ 285,206 $ 538,647 $ 285,310 $ 545,339 12 ESAB CORPORATION NOTES TO CONSOLIDATED AND COMBINED CONDENSED FINANCIAL STATEMENTS — (Continued) (Unaudited) Accrued Warranty Liability A summary of the activity in the Company’s warranty liability included in Accrued liabilities in the Company’s Consolidated and Condensed Balance Sheets is as follows: Six Months Ended June 30, 2023 July 1, 2022 (In thousands) Warranty liability, beginning of period $ 12,946 $ 14,954 Accrued warranty expense 3,306 2,644 Changes in estimates related to pre-existing warranties 1,703 1,519 Cost of warranty service work performed ( 5,832 ) ( 4,508 ) Acquisition-related liability 1,278 — Foreign exchange translation effect 158 ( 530 ) Warranty liability, end of period $ 13,559 $ 14,079 Accrued Restructuring Liability The Company’s restructuring programs include a series of actions to reduce the structural costs of the Company. A summary of the activity in the Company’s restructuring liability included in Accrued liabilities and Other liabilities in the Consolidated and Condensed Balance Sheets is as follows: Six Months Ended June 30, 2023 Balance at Beginning of Period Charges Payments Foreign Currency Translation Balance at End of Period (In thousands) Restructuring and other related charges: Termination benefits (1) $ 4,910 $ 4,612 $ ( 5,577 ) $ 61 $ 4,006 Facility closure costs and other (2) 2,908 4,822 ( 4,611 ) 99 3,218 Subtotal $ 7,818 9,434 $ ( 10,188 ) $ 160 $ 7,224 Non-cash charges (3) 5,179 Total $ 14,613 (1) Includes severance and other termination benefits, including outplacement services. (2) Includes the cost of relocating associates, relocating equipment, lease termination expense, and other costs in connection with the closure and optimization of facilities and product lines. (3) Includes impairment of long-lived assets in connection with the closure and optimization of facilities and product lines. 9. Debt Long-term debt consisted of the following: June 30, 2023 December 31, 2022 (In thousands) Term loans $ 1,000,000 $ 1,000,000 Revolving credit facilities 161,000 221,000 Total debt 1,161,000 1,221,000 Unamortized deferred financing fees ( 1,900 ) ( 2,357 ) Long-term debt $ 1,159,100 $ 1,218,643 Term Loans and Revolving Credit Facility On April 4, 2022, the Company entered into a credit agreement (as amended and restated from time-to-time, the “Credit Agreement”) in connection with the Separation. The Credit Agreement initially consisted of the following facilities: 13 ESAB CORPORATION NOTES TO CONSOLIDATED AND COMBINED CONDENSED FINANCIAL STATEMENTS — (Continued) (Unaudited) • A $ 750 million revolving credit facility (the “Revolving Facility”) with a maturity date of April 4, 2027; • A Term A-1 loan with an initial aggregate principal amount of $ 400 million (the “Term Loan A-1 Facility”), with a maturity date of April 4, 2027; and, • A $ 600 million 364 -day senior term loan facility (the “Term Loan A-2 Facility”) with a maturity date of April 3, 2023. The Revolving Facility contains a $ 300 million letter of credit foreign currency sublimit and a $ 50 million swing line loan sub-facility. On April 4, 2022, the Company drew down $ 1.2 billion available under the credit facilities consisting of (i) $ 200 million under the Revolving Facility, (ii) $ 400 million under the Term Loan A-1 Facility and (iii) $ 600 million under the Term Loan A-2 Facility. The Company used these proceeds to make payments to Enovis of $ 1.2 billion, which was used as part of the consideration for the contribution of certain assets and liabilities to the Company by Enovis in connection with the Separation. On June 28, 2022, the Company amended and restated the Credit Agreement by entering into Amendment No. 2 to Credit Agreement (“Credit Agreement Amendment”). The Credit Agreement Amendment provides for a $ 600 million term loan facility (the “Term Loan A-3 Facility” and, together with the Term Loan A-1 Facility, the “Term Facilities”, and together with the Revolving Facility, the “Facilities”) with a maturity date of April 3, 2025 to refinance the Company’s existing Term Loan A-2 Facility. Also on June 28, 2022, the Company borrowed the entire $ 600 million under Term Loan A-3 Facility to fund the repayment of the Term Loan A-2 Facility. The Company’s total borrowing capacity under the Credit Agreement remained unchanged. The draw-down and repayment related to these term facilities are presented net within the Consolidated and Combined Condensed Statements of Cash Flows. The Credit Agreement contains customary covenants limiting the ability of the Company and its subsidiaries to, among other things, incur debt or liens, merge or consolidate with others, dispose of assets, make investments or pay dividends. In addition, the Credit Agreement contains financial covenants requiring the Company to maintain (i) a maximum total leverage ratio of not more than 4.00 :1.00, with step-downs to, commencing with the fiscal quarter ending June 30, 2023, 3.75 :1.00, and commencing with the fiscal quarter ending June 30, 2024, 3.50 :1.00, and (ii) a minimum interest coverage ratio of 3.00 :1:00. The Credit Agreement contains various events of default (including failure to comply with the covenants under the Credit Agreement and related agreements) and upon an event of default the lenders may, subject to various customary cure rights, require the immediate payment of all amounts outstanding under the Term Facilities and the Revolving Facility. Certain U.S. subsidiaries of the Company have agreed to guarantee the obligations of the Company under the Credit Agreement. Loans made under the Term Facilities will bear interest, at the election of the Company, at either the base rate (as defined in the Credit Agreement) or at the term Secured Overnight Financing Rate (“SOFR”) rate plus an adjustment (as defined in the Credit Agreement), in each case, plus the applicable interest rate margin. Loans made under the Revolving Facility will bear interest, at the election of the Company, at either the base rate or, (i) in the case of loans denominated in dollars, the term SOFR rate plus an adjustment or the daily simple SOFR plus an adjustment, (ii) in the case of loans denominated in euros, the adjusted Euro Interbank Offered Rate (“EURIBOR”) rate and, (iii) in the case of loans denominated in sterling, Sterling Overnight Index Average (“SONIA”) plus an adjustment (as all such rates are defined in the Credit Agreement Amendment), in each case, plus the applicable interest rate margin. The applicable interest rate margin changes based upon the Company’s total leverage ratio (ranging from 1.125 % to 1.750 % or in the case of the base rate margin, 0.125 % to 0.750 %). Each swing line loan denominated in dollars will bear interest at the base rate plus the applicable interest rate margin. To manage exposures to currency exchange rates and interest rates arising in Long-term debt, the Company entered into interest rate and cross currency swap agreements during the year ended December 31, 2022. Refer to Note 10 “Derivatives” for additional information. As of June 30, 2023, the weighted-average interest rate of borrowings under the Credit Agreement wa s 5.27 %, in cluding the net impact from the interest rate and cross currency swaps and excluding accretion of deferred financing fees, and there was $ 589 million of borrowing capacity available under the Revolving Facility, subject to meeting financial covenants and other requirements. 14 ESAB CORPORATION NOTES TO CONSOLIDATED AND COMBINED CONDENSED FINANCIAL STATEMENTS — (Continued) (Unaudited) Deferred Financing Fees In total, the Company had deferred financing fees of $ 3.0 million i ncluded in its Consolidated Balance Sheet as of June 30, 2023, which will be charged to Interest expense and other, net, using the straight-line method. The costs associated with the Term Facilities will be amortized over the contractual term of the Term Facilities and the costs associated with the Revolving Facility will be amortized over the life of the Credit Agreement. Of the $ 3.0 million, $ 1.1 million of deferred financing fees relating to the Revolving Facility are included in Other assets a nd $ 1.9 million of deferred financing fees relating to the Term Facilities are recorded as a contra-liability within Long-term debt. Other Indebtedness In addition to the debt agreements discussed above, the Company also has the ability to incur approximately $ 77 million of indebtedness pursuant to certain uncommitted credit lines, consisting of an uncommitted credit line that the Company currently has in place that the Company has used from time to time in the past for short-term working capital needs. The Company is party to letter of credit facilities with an aggregate capacity of $ 111.1 million. Total letters of credit of $ 28.2 million were outstanding as of June 30, 2023. 10. Derivatives The Company uses derivative instruments to manage exposures to currency exchange rates and interest rates arising in connection with Long-term debt and the normal course of business. The Company has established policies and procedures that govern the risk management of these exposures. Both at inception and on an ongoing basis, the derivative instruments that qualify for hedge accounting are assessed as to their effectiveness, when applicable. The Company is subject to the credit risk of counterparties to derivative instruments. Counterparties include a number of major banks and financial institutions. None of the concentrations of risk with an individual counterparty was considered significant as of June 30, 2023. The Company does not expect any counterparties to fail to meet their obligations. The Company records derivatives in the Consolidated and Condensed Balance Sheets at fair value. Cash Flow Hedges On July 14, 2022, the Company entered into two interest rate swap agreements to manage interest rate risk exposure. The aggregate notional amount of these contracts is $ 600 million and they mature in April 2025. These interest rate swap agreements utilized by the Company effectively modify the Company’s exposure to interest rate risk by converting a portion of the Company’s floating-rate debt to a fixed rate of 3.293 %, plus a spread, thus reducing the impact of interest-rate changes on future interest expense. The applicable spread may vary between 1.125 % to 1.750 %, depending on the total leverage ratio of the Company. The spread is 1.250 % as of June 30, 2023. These agreements involve the receipt of floating-rate amounts in exchange for fixed-rate interest payments over the life of the agreement without an exchange of the underlying principal amount. The above interest rate swap agreements are designated and qualify as a cash flow hedge and as such, the gain or loss on the derivative instrument due to the change in fair value is reported as a component of accumulated other comprehensive income (loss) (“AOCI”) and reclassified into earnings in the same period or periods during which the hedged transaction affects earnings. If a derivative is deemed to be ineffective, the change in fair value of the derivative is recognized directly in earnings. The Company did not have any ineffectiveness related to cash flow hedges during the six months ended June 30, 2023. The cash inflows and outflows associated with the Company’s interest rate swap agreements designated as cash flow hedges are classified in cash flows from operating activities in the accompanying Consolidated and Combined Condensed Statements of Cash Flows. The Company expects a gain of $ 9.6 million, net of tax, related to interest rate swap agreements to be reclassified from AOCI to earnings over the next 12 months as the hedged transactions are realized. The expected gain to be reclassified is based on current forward rates in active markets as of June 30, 2023. 15 ESAB CORPORATION NOTES TO CONSOLIDATED AND COMBINED CONDENSED FINANCIAL STATEMENTS — (Continued) (Unaudited) The effects of designated cash flow hedges on the Company’s Consolidated and Combined Condensed Statements of Operations consisted of the following: Three Months Ended Six Months Ended Derivative type Gain recognized in the Consolidated and Combined Condensed Statements of Operations: June 30, 2023 June 30, 2023 (In thousands) Interest rate swap agreements Interest expense and other, net $ ( 2,717 ) $ ( 4,695 ) Net Investment Hedges On July 22, 2022, the Company entered into two cross-currency swap agreements to partially hedge its net investment in its Euro-denominated subsidiaries against adverse movements in exchange rates between the U.S. Dollar and the Euro. In addition, the cross-currency swap agreements include provisions to exchange fixed-rate payments in U.S. Dollar for fixed-rate payments in Euro and are designated and qualify as a net investment hedge. These contracts have a Euro aggregate notional amount of approximately € 270 million and a U.S. Dollar aggregate notional amount of $ 275 million at June 30, 2023, and they mature in April 2025. The changes in the spot rate of these instruments are recorded in AOCI in equity, partially offsetting the foreign currency translation adjustment of the Company’s related net investment that is also recorded in AOCI. The Company uses the spot method of assessing hedge effectiveness and as such, the initial value of the hedge components excluded from the assessment of effectiveness is recognized in the Interest expense and other, net line item in the Consolidated and Combined Condensed Statement of Operations under a systematic and rational method over the life of the cross-currency swap agreements. Any ineffective portions of net investment hedges are reclassified from AOCI into earnings during the period of change. The Company did not have any ineffectiveness related to net investment hedges during the six months ended June 30, 2023. The cash inflows and outflows associated with the excluded components of the Company’s cross-currency swap agreements designated as net investment hedges are classified in operating activities in the accompanying Consolidated and Combined Condensed Statements of Cash Flows. The effects of the excluded components of designated net investment hedges on the Company’s Consolidated and Combined Condensed Statements of Operations consisted of the following: Three Months Ended Six Months Ended Derivative type Gain recognized in the Consolidated and Combined Condensed Statements of Operations: June 30, 2023 June 30, 2023 (In thousands) Cross currency swap agreements Interest expense and other, net $ ( 1,187 ) $ ( 2,388 ) The table below shows the fair value of the derivatives recognized in the Consolidated Balance Sheet: June 30, 2023 December 31, 2022 Designated as hedging instruments: Other Liabilities Other Assets Other Liabilities Other Assets (In thousands) Cross currency swap agreements $ 17,379 $ — $ 10,769 $ — Interest rate swap agreements — 16,858 — 14,342 Total $ 17,379 $ 16,858 $ 10,769 $ 14,342 Derivatives Not Designated as Hedging Instruments The Company has certain foreign currency contracts that are not designated as hedges. As of June 30, 2023 and December 31, 2022, the Company had foreign currency contracts related to purchases and sales with notional values of $ 195.9 million and $ 260.0 million, respectively. 16 ESAB CORPORATION NOTES TO CONSOLIDATED AND COMBINED CONDENSED FINANCIAL STATEMENTS — (Continued) (Unaudited) The table below shows the fair value of derivative instruments not designated in a hedging relationship recognized in the Consolidated Balance Sheet: June 30, 2023 December 31, 2022 Not designated as hedging instruments Accrued Liabilities Other Current Assets Accrued Liabilities Other Current Assets (In thousands) Foreign currency contracts $ 1,058 $ 1,280 $ 2,166 $ 3,682 The amounts in the table above as of June 30, 2023 reflect the fair value of the Company’s foreign currency contracts on a net basis where allowable under master netting agreements. Had these amounts been recognized on a gross basis, the impact would have been a $ 1.8 million increase in Other current assets with a corresponding increase in Accrued liabilities. The Company recognized the following in its Consolidated and Combined Condensed Financial Statements related to its derivative instruments not designated in a hedging relationship: Three Months Ended Six Months Ended Foreign currency contracts June 30, 2023 July 1, 2022 June 30, 2023 July 1, 2022 (In thousands) Change in unrealized gains (losses) $ ( 1,437 ) $ 1,376 $ ( 1,293 ) $ 190 Realized gain (loss) 238 ( 2,016 ) 1,265 ( 16,495 ) The above gains or losses on foreign currency contracts are usually offset by foreign exchange exposure on cash and intercompany positions, all of which are recognized in Interest expense and other, net, in the Consolidated and Combined Condensed Statements of Operations. 11. Fair Value Measurements The carrying values of financial instruments, including Trade receivables and Accounts payable, approximate their fair values due to their short-term maturities. The estimated fair values may not represent actual values of the financial instruments that could be realized as of the balance sheet date or that will be realized in the future. A summary of the Company’s assets and liabilities that are measured at fair value for each fair value hierarchy level for the periods presented is as follows: June 30, 2023 Level One Level Two Level Three Total (In thousands) Assets: Cash equivalents $ 4,480 $ — $ — $ 4,480 Foreign currency contracts - not designated as hedges — 3,055 — 3,055 Interest rate swap agreements — 16,858 — 16,858 Deferred compensation plans — 3,206 — 3,206 $ 4,480 $ 23,119 $ — $ 27,599 Liabilities: Foreign currency contracts - not designated as hedges $ — $ 2,833 $ — $ 2,833 Cross currency swap agreements — 17,379 — 17,379 Deferred compensation plans — 3,206 — 3,206 $ — $ 23,418 $ — $ 23,418 17 December 31, 2022 Level One Level Two Level Three Total (In thousands) Assets: Cash equivalents $ 8,195 $ — $ — $ 8,195 Foreign currency contracts - not designated as hedges — 3,682 — 3,682 Interest rate swap agreements — 14,342 — 14,342 Deferred compensation plans — 2,501 — 2,501 $ 8,195 $ 20,525 $ — $ 28,720 Liabilities: Foreign currency contracts - not designated as hedges $ — $ 2,166 $ — $ 2,166 Cross currency swap agreements — 10,769 — 10,769 Deferred compensation plans — 2,501 — 2,501 $ — $ 15,436 $ — $ 15,436 The Company measures the fair value of foreign currency contracts, cross currency swap agreements and interest rate swap agreements using Level Two inputs based on observable spot and forward rates in active markets. Additionally, the fair value of derivatives designated in hedging relationships includes a credit valuation adjustment to appropriately incorporate nonperformance risk for the Company and the respective counterparty. For the six months ended June 30, 2023, the impact of the credit valuation adjustment on the Company’s derivatives is immaterial. Refer to Note 10 “Derivatives” for additional information. There were no transfers in or out of Level One, Two or Three during the six months ended June 30, 2023. 18 12. Equity Accumulated Other Comprehensive Loss The following tables present the changes in the balances of each component of AOCI including reclassifications out of AOCI for the six months ended June 30, 2023 and July 1, 2022. All amounts are net of tax and noncontrolling interest, if any. Accumulated Other Comprehensive Loss Components Net Unrecognized Pension and Other Post-Retirement Benefit Cost Foreign Currency Translation Adjustment Net Investment Hedges Cash Flow Hedges Total (In thousands) Balance at December 31, 2022 $ ( 63,847 ) $ ( 613,907 ) $ ( 8,336 ) $ 11,102 $ ( 674,988 ) Other comprehensive income (loss) before reclassifications: Net actuarial loss ( 2 ) — — — ( 2 ) Foreign currency translation adjustment ( 108 ) 31,276 ( 2,086 ) — 29,082 Gain on long-term intra-entity foreign currency transactions — 12,501 — — 12,501 Unrealized loss on cash flow hedges — — — ( 2,051 ) ( 2,051 ) Other comprehensive (loss) income before reclassifications ( 110 ) 43,777 ( 2,086 ) ( 2,051 ) 39,530 Amounts reclassified from Accumulated other comprehensive loss (1)(2) 279 — — ( 1,530 ) ( 1,251 ) Net current period Other comprehensive (loss) income 169 43,777 ( 2,086 ) ( 3,581 ) 38,279 Balance at March 31, 2023 $ ( 63,678 ) $ ( 570,130 ) $ ( 10,422 ) $ 7,521 $ ( 636,709 ) Other comprehensive income (loss) before reclassifications: Net actuarial loss ( 2 ) — — — ( 2 ) Foreign currency translation adjustment ( 49 ) ( 6,381 ) ( 3,036 ) — ( 9,466 ) Gain on long-term intra-entity foreign currency transactions — 23,142 — — 23,142 Unrealized gain on cash flow hedges — — — 7,640 7,640 Other comprehensive income (loss) before reclassifications ( 51 ) 16,761 ( 3,036 ) 7,640 21,314 Amounts reclassified from Accumulated other comprehensive loss (1)(2) 889 — — ( 2,109 ) ( 1,220 ) Net current period Other comprehensive (loss) income 838 16,761 ( 3,036 ) 5,531 20,094 Balance at June 30, 2023 $ ( 62,840 ) $ ( 553,369 ) $ ( 13,458 ) $ 13,052 $ ( 616,615 ) (1) The amounts on this line within the Net Unrecognized Pension And Other Post-Retirement Benefit Cost column are included in the computation of net periodic benefit cost. (2) During the three and six months ended June 30, 2023, the amount on this line within the Cash Flow Hedges column, is a component of Interest expense and other, net. See Note 10 “Derivatives” for additional details. 19 Accumulated Other Comprehensive Loss Components Net Unrecognized Pension and Other Post-Retirement Benefit Cost Foreign Currency Translation Adjustment Total (In thousands) Balance at December 31, 2021 $ ( 21,196 ) $ ( 439,692 ) $ ( 460,888 ) Other comprehensive income (loss) before reclassifications: Foreign currency translation adjustment 490 ( 45,171 ) ( 44,681 ) Other comprehensive income (loss) before reclassifications 490 ( 45,171 ) ( 44,681 ) Amounts reclassified from Accumulated other comprehensive loss (1) 786 — 786 Amounts contributed by Former Parent (2) ( 50,504 ) ( 8,759 ) ( 59,263 ) Net current period Other comprehensive income (loss) ( 49,228 ) ( 53,930 ) ( 103,158 ) Balance at April 1, 2022 $ ( 70,424 ) $ ( 493,622 ) $ ( 564,046 ) Other comprehensive income (loss) before reclassifications: Foreign currency translation adjustment ( 1,354 ) ( 98,789 ) ( 100,143 ) Other comprehensive income (loss) before reclassifications ( 1,354 ) ( 98,789 ) ( 100,143 ) Amounts reclassified from Accumulated other comprehensive loss (1) 770 — 770 Net current period Other comprehensive income (loss) ( 584 ) ( 98,789 ) ( 99,373 ) Balance at July 1, 2022 $ ( 71,008 ) $ ( 592,411 ) $ ( 663,419 ) (1) The amounts on this line within the Net Unrecognized Pension And Other Post-Retirement Benefit Cost column are included in the computation of net periodic benefit cost. (2) Includes unrecognized pension and other post-retirement costs and accumulated currency translation adjustments of certain entities, which were part of the Corporate segment of the Former Parent and were transferred to ESAB Corporation in anticipation of the Separation. 20 13. Commitments and Contingencies Asbestos Contingencies Certain entities that became subsidiaries of ESAB Corporation in connection with the Separation are the legal obligor for certain asbestos obligations including long-term asbestos insurance assets, long-term asbestos insurance receivables, accrued asbestos liabilities, long-term asbestos liabilities, asbestos indemnity expenses, asbestos-related defense costs and asbestos insurance recoveries related to the asbestos obligations from the Former Parent’s other legacy industrial businesses. As a result, the Company holds certain asbestos-related contingencies and insurance coverages. These subsidiaries are each one of many defendants in a large number of lawsuits that claim personal injury as a result of exposure to asbestos from products manufactured or used with components that are alleged to have contained asbestos. Such components were acquired from third-party suppliers, and were not manufactured by any of the Company’s, or Former Parent’s, subsidiaries, nor were the subsidiaries, producers or direct suppliers of asbestos. The manufactured products that are alleged to have contained or used asbestos generally were provided to meet the specifications of the subsidiaries’ customers, including the U.S. Navy. The subsidiaries settle asbestos claims for amounts the Company considers reasonable given the facts and circumstances of each claim. The annual average settlement payment per asbestos claimant has fluctuated during the past several years while the number of cases has steadily declined. The Company expects such fluctuations to continue in the future based upon, among other things, the number and type of claims settled in a particular period and the jurisdictions in which such claims arise. To date, the majority of settled claims have been dismissed for no payment. The Company has classified asbestos-related activity in Loss from discontinued operations, net of taxes in the Consolidated and Combined Condensed Statements of Operations. This is consistent with the Former Parent’s classification on the basis that, pursuant to the purchase agreement from the Former Parent’s Fluid Handling business divestiture, the Former Parent retained its asbestos-related contingencies and insurance coverages. However, as the Former Parent did not retain an interest in the ongoing operations of the business subject to the contingencies, asbestos-related activity was classified as part of Loss from discontinued operations, net of taxes in the Condensed Consolidated Statements of Operations of the Former Parent. The Company has projected each subsidiary’s future asbestos-related liability costs with regard to pending and future unasserted claims based upon the Nicholson methodology. The Nicholson methodology is a standard approach used by experts and has been accepted by numerous courts. Consistent with the Former Parent, it is ESAB’s policy to record a liability for asbestos-related liability costs for the longest period of time that ESAB management can reasonably estimate. The Company believes that it can reasonably estimate the asbestos-related liability for pending and future claims that will be resolved in the next 15 years and has recorded that liability as its best estimate. While it is reasonably possible that the subsidiaries will incur costs after this period, the Company does not believe the reasonably possible loss or a range of reasonably possible losses is estimable at the current time. Accordingly, no accrual has been recorded for any costs that may be paid after the next 15 years. Defense costs associated with asbestos-related liabilities as well as costs incurred related to efforts to recover insurance from the subsidiaries’ insurers are expensed as incurred. Each subsidiary has separate insurance coverage acquired prior to Company ownership. The Company estimates the insurance assets for each subsidiary based upon the applicable policy language, expected recoveries and allocation methodologies, and law pertaining to the affected subsidiary’s insurance policies. Asbestos-related claims activity since December 31 is as follows: Six Months Ended June 30, 2023 July 1, 2022 (Number of claims) Claims unresolved, beginning of period 14,106 14,559 Claims filed (1) 2,209 2,169 Claims resolved (2) ( 1,551 ) ( 1,790 ) Claims unresolved, end of period 14,764 14,938 (1) Claims filed include all asbestos claims for which notification have been received or a file has been opened. (2) Claims resolved include all asbestos claims that have been settled, dismissed or that are in the process of being settled or dismissed based upon agreements or understandings in place with counsel for the claimants. 21 The Company’s Consolidated Balance Sheet included the following amounts related to asbestos-related litigation: June 30, 2023 December 31, 2022 (In thousands) Long-term asbestos insurance asset (1) $ 194,120 $ 215,112 Long-term asbestos insurance receivable (1) 18,610 17,231 Accrued asbestos liability (2) 29,168 30,108 Long-term asbestos liability (3) 204,968 230,581 (1) Included in Other assets in the Consolidated Balance Sheet. (2) Represents current accruals for probable and reasonably estimable asbestos-related liability costs that the Company believes the subsidiaries will pay, and unpaid legal costs related to defending themselves against asbestos-related liability claims and legal action against the Company’s insurers, which is included in Accrued liabilities in the Consolidated Balance Sheet. (3) Included in Other liabilities in the Consolidated Balance Sheet. Management’s analyses are based on currently known facts and assumptions. Projecting future events, such as new claims to be filed each year, the average cost of resolving each claim, coverage issues among layers of insurers, the method in which losses will be allocated to the various insurance policies, interpretation of the effect on coverage of various policy terms and limits and their interrelationships, the continuing solvency of various insurance companies, the amount of remaining insurance available, as well as the numerous uncertainties inherent in asbestos litigation could cause the actual liabilities and insurance recoveries to be higher or lower than those projected or recorded that could materially affect the Company’s financial condition, results of operations or cash flow. General Litigation The Company is involved in various pending legal proceedings arising out of the ordinary course of the Company’s business. None of these legal proceedings is expected to have a material adverse effect on the financial condition, results of operations or cash flow of the Company. With respect to these proceedings, and the litigation and claims described in the preceding paragraphs, management of the Company believes that it will either prevail, has adequate insurance coverage or has established appropriate accruals to cover potential liabilities. Legal costs related to proceedings or claims are recorded when incurred. Other costs that management estimates may be paid related to the claims are accrued when the liability is considered probable and the amount can be reasonably estimated. There can be no assurance, however, as to the ultimate outcome of any of these matters, and if all or substantially all of these legal proceedings were to be determined adverse to the Company, there could be a material adverse effect on the financial condition, results of operations or cash flow of the Company. 14. Segment Information ESAB is a world leader in connected fabrication technology and gas control solutions. ESAB provides its partners with advanced equipment, consumables, gas control equipment, robotics, and digital solutions. The Company’s products are utilized to solve challenges in a wide range of industries, including cutting, joining and automated welding. The Company conducts its operations through two reportable segments. These segments consist of the “Americas,” which includes operations in North America and South America, and “EMEA & APAC,” which includes Europe, Middle East, India, Africa and Asia Pacific. The Company’s management evaluates the operating results of each of its reportable segments based upon Net sales and Adjusted EBITDA, which represents Net income from continuing operations excluding the impact of Income tax expense, Interest expense and other, net, Restructuring and other related charges, separation costs, acquisition - amortization and other related charges, and depreciation and other amortization . 22 The Com pany’s segment results were as follows: Three Months Ended Six Months Ended June 30, 2023 July 1, 2022 June 30, 2023 July 1, 2022 (In thousands) Net sales: Americas $ 310,278 $ 291,055 $ 601,847 $ 563,380 EMEA & APAC 410,144 370,122 802,575 745,708 $ 720,422 $ 661,177 $ 1,404,422 $ 1,309,088 Adjusted EBITDA (1) : Americas $ 58,263 $ 48,567 $ 107,705 $ 92,552 EMEA & APAC 73,810 61,940 142,357 127,222 $ 132,073 $ 110,507 $ 250,062 $ 219,774 (1) The following is a reconciliation of Net income from continuing operations to Adjusted EBITDA. Three Months Ended Six Months Ended June 30, 2023 July 1, 2022 June 30, 2023 July 1, 2022 (In thousands) Net income from continuing operations $ 68,846 $ 57,924 $ 102,975 $ 116,348 Income tax expense 20,974 20,047 57,998 45,793 Interest expense and other, net (1) 18,819 7,907 38,329 7,419 Restructuring and other related charges 5,169 4,649 14,613 9,953 Separation costs (2) — 3,460 — 7,089 Acquisition - amortization and other related charges (3) 9,252 7,627 18,541 15,307 Depreciation and other amortization 9,013 8,893 17,606 17,865 Adjusted EBITDA $ 132,073 $ 110,507 $ 250,062 $ 219,774 (1) Relates to removal of interest expense, net included within the Interest expense and other, net line within the Consolidated and Combined Condensed Statements of Operations. (2) Includes non-recurring charges and employee costs related to the planning and execution of the Separation from Enovis within the Selling, general and administrative expense line within the Consolidated and Combined Condensed Statements of Operations. (3) Includes transaction expenses, amortization of intangibles, fair value charges on acquired inventories and integration expenses. 15. R elated Party Transactions Related Party Agreements On April 4, 2022, in connection with the Separation, the Company entered into several agreements with Enovis that govern the Separation and provide a framework for the relationship between the parties going forward. Such agreements are described in the Company’s 2022 Form 10-K. Allocated Expenses Prior to the Separation, the Company operated as part of the Former Parent and not as a stand-alone company. Accordingly, the Former Parent allocated certain shared costs to the Company that are reflected as expenses in these financial statements. These amounts included, but were not limited to, items such as general management and executive oversight, compliance, human resources, procurement, and legal functions and financial management, including public company reporting, consolidated tax filings and tax planning. Management considered the allocation methodologies used by the Former Parent to be reasonable and to appropriately reflect the related expenses attributable to the Company for purposes of the three months ended April 1, 2022; however, the expenses reflected in these financial statements may not be indicative of the actual expenses that would have been incurred during the periods presented if the Company had operated as a separate stand-alone entity. 23 In addition, the expenses reflected in the financial statements are not indicative of expenses the Company will incur in the future. Allocation methodologies utilized include the Company’s relative share of total Former Parent revenues and headcount. The Company had no stock-based compensation plans prior to the Separation; however, certain employees of the Company participated in the Former Parent’s stock-based compensation plans, which provided for the grants of stock options an d RSUs among other types of awards. The expense associated with the Company's employees who participated in the plans of the Former Parent was allocated to the Company in the accompanying Consolidated and Combined Condensed Statements of Operations through the date of Separation. The Company’s allocated expenses from the Former Parent were $ 6.0 million for the three months ended April 1, 2022. Following the Separation, the Company independently incurs expenses as a stand-alone company and corporate expenses from Enovis were no longer allocated to the Company; therefore, no related amounts were reflected on the Company’s financial statements for the six months ended June 30, 2023. Net Parent Investment All of the Company’s transactions with the Former Parent were considered to be financing transactions, which are presented as Transfers from Former Parent, net in the accompanying Consolidated and Combined Condensed Statements of Cash Flows. 16. Subsequent Events The dividend of $ 3.6 million included in Accrued liabilities in the Consolidated Balance Sheet at June 30, 2023 was paid on July 11, 2023 to stockholders of record as of June 30, 2023. 24