ESAB Corp 10-Q for FY2025 Q3

ESAB Corp (ESAB)

10-Q 2025-10-29 For: 2025-10-03

Added on April 12, 2026

About this 10-Q

ESAB Corp filed this 10-Q on October 29, 2025, covering the quarter ended October 3, 2025 (FY2025 Q3).

Headline figures

Quarter ended October 3, 2025, as reported in this filing, compared with the same period a year earlier where the filing states it.

Revenue: $727.85M; up 8.1% from $673.25M a year earlier
Net income: $54.85M; down 19.6% from net income of $68.24M a year earlier
Diluted EPS: $0.90; down 18.9% from $1.11 a year earlier

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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)


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


			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			7
Notes to Consolidated and Condensed Financial Statements			7
Note 1. Organization and Basis of Presentation			8
Note 2. Discontinued Operations			9
Note 3. Acquisitions			9
Note 4. Revenue			11
Note 5. Earnings per Share from Continuing Operations			11
Note 6. Income Taxes			12
Note 7. Inventories, Net			12
Note 8. Accrued and Other Liabilities			12
Note 9. Benefit Plans			13
Note 10. Debt			13
Note 11. Derivatives			15
Note 12. Financial Instruments and Fair Value Measurements			17
Note 13. Equity			19
Note 14. Commitments and Contingencies			22
Note 15. Segment Information			23
Note 16. Subsequent Events			25
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations			26
Item 3. Quantitative and Qualitative Disclosures About Market Risk			40
Item 4. Controls and Procedures			41

PART II - OTHER INFORMATION
Item 1. Legal Proceedings			42
Item 1A. Risk Factors			42
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds			42
Item 3. Defaults Upon Senior Securities			42
Item 4. Mine Safety Disclosures			42
Item 5. Other Information			42
Item 6. Exhibits			43

SIGNATURES			44


	Three Months Ended				Nine Months Ended
	October 3, 2025		September 27, 2024		October 3, 2025		September 27, 2024
Net sales	$	727,845	$	673,250	$	2,121,569	$	2,070,047
Cost of sales	458,545		419,460		1,331,020		1,290,915
Gross profit	269,300		253,790		790,549		779,132
Selling, general and administrative expense	158,335		145,900		454,756		434,537
Restructuring and other related charges	4,347		1,875		10,236		8,572
Operating income	106,618		106,015		325,557		336,023
Pension settlement loss	—		—		—		12,155
Interest expense and other, net	23,584		16,894		61,365		49,925
Income from continuing operations before income taxes	83,034		89,121		264,192		273,943
Income tax expense	17,694		18,074		56,476		54,463
Net income from continuing operations	65,340		71,047		207,716		219,480
Loss from discontinued operations, net of taxes	(8,819)		(1,214)		(13,259)		(3,684)
Net income	56,521		69,833		194,457		215,796
Income attributable to noncontrolling interest, net of taxes	(1,674)		(1,593)		(5,364)		(4,698)
Net income attributable to ESAB Corporation	$	54,847	$	68,240	$	189,093	$	211,098
Earnings (loss) per share – basic
Income from continuing operations	$	1.05	$	1.14	$	3.33	$	3.54
Loss on discontinued operations	(0.15)		(0.02)		(0.22)		(0.06)
Net income per share – basic	$	0.90	$	1.12	$	3.11	$	3.48
Earnings (loss) per share – diluted
Income from continuing operations	$	1.04	$	1.13	$	3.29	$	3.50
Loss on discontinued operations	(0.14)		(0.02)		(0.22)		(0.06)
Net income per share – diluted	$	0.90	$	1.11	$	3.07	$	3.44


	Three Months Ended				Nine Months Ended
	October 3, 2025		September 27, 2024		October 3, 2025		September 27, 2024
Net income	$	56,521	$	69,833	$	194,457	$	215,796
Other comprehensive (loss) income:
Foreign currency translation, net of tax expense (benefit) of $947, $(2,871), $(10,625) and $(924)	(6,087)		63,675		175,461		23,764
Unrealized loss on derivatives designated and qualifying as cash flow hedges, net of tax benefit of $—, $(911), $(497) and $(1,155)	—		(3,130)		(1,816)		(3,968)
Defined benefit pension and other post-retirement plan activity, net of tax expense of $50, $23, $158 and $270	250		343		773		1,299
Other comprehensive (loss) income	(5,837)		60,888		174,418		21,095
Comprehensive income	50,684		130,721		368,875		236,891
Comprehensive income attributable to noncontrolling interest	(348)		(2,302)		(4,418)		(4,715)
Comprehensive income attributable to ESAB Corporation	$	50,336	$	128,419	$	364,457	$	232,176


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


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


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


	October 3, 2025		December 31, 2024
ASSETS
CURRENT ASSETS:
Cash and cash equivalents	$	218,219	$	249,358
Trade receivables, less allowance for credit losses of $23,557 and $23,850	460,469		370,321
Inventories, net	503,722		403,711
Prepaid expenses	64,291		55,665
Other current assets	87,020		69,327
Total current assets	1,333,721		1,148,382
Property, plant and equipment, net	357,927		298,347
Goodwill	1,962,752		1,651,993
Intangible assets, net	684,439		487,993
Lease assets - right of use	133,751		89,859
Other assets	396,813		357,401
Total assets	4,869,403		4,033,975

LIABILITIES AND EQUITY
CURRENT LIABILITIES:
Current portion of debt	2,175		15,000
Accounts payable	342,214		318,493
Accrued liabilities	324,685		298,558
Total current liabilities	669,074		632,051
Long-term debt	1,334,123		1,060,739
Other liabilities	704,179		532,936
Total liabilities	2,707,376		2,225,726
Equity:
Common stock - $0.001 par value - 600,000,000 shares authorized, 60,709,740 and 60,517,574 shares outstanding as of October 3, 2025 and December 31, 2024, respectively	61		61
Additional paid-in capital	1,900,871		1,901,337
Retained earnings	769,226		597,180
Accumulated other comprehensive loss	(554,210)		(729,574)
Total ESAB Corporation equity	2,115,948		1,769,004
Noncontrolling interest	46,079		39,245
Total equity	2,162,027		1,808,249
Total liabilities and equity	$	4,869,403	$	4,033,975


	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 $4,808	—	—		—		—		77,717		118		77,835
Common stock-based award activity	105,162	—		512		—		—		—		512
Balance at April 4, 2025	60,622,736	61		1,901,849		659,675		(651,857)		40,664		1,950,392
Net income	—	—		—		66,883		—		1,221		68,104
Dividends declared ($0.10 per share)	—	—		—		(6,091)		—		—		(6,091)
Distributions to noncontrolling owners	—	—		—		—		—		(6)		(6)
Other comprehensive income, net of tax benefit of $7,153	—	—		—		—		102,158		262		102,420
Common stock-based award activity	74,050	—		(3,048)		—		—		—		(3,048)
Balance at July 4, 2025	60,696,786	61		1,898,801		720,467		(549,699)		42,141		2,111,771
Net income	—	—		—		54,847		—		1,674		56,521
Dividends declared ($0.10 per share)	—	—		—		(6,088)		—		—		(6,088)
Distributions and purchases relating to noncontrolling owners	—	—		—		—		—		3,590		3,590
Other comprehensive income, net of tax expense of $997	—	—		—		—		(4,511)		(1,326)		(5,837)
Common stock-based award activity	12,954	—		2,070		—		—		—		2,070
Balance at October 3, 2025	60,709,740	$	61	$	1,900,871	$	769,226	$	(554,210)	$	46,079	$	2,162,027


Acquisition Date	Company	Description	Segment
April 30, 2025	Bavaria Schweisstechnik (“Bavaria”)	A European provider of submerged-arc welding applications	EMEA & APAC
June 4, 2025	DeltaP s.r.l. (“DeltaP”)	A European provider of medical central gas systems and aftermarket services	EMEA & APAC
July 9, 2025	Aktiv Technologies Private Limited (“Aktiv”)	An industrial gas equipment manufacturer based in India	EMEA & APAC
August 22, 2025	EWM GmbH (“EWM”)	A Global leader in heavy industrial welding equipment and advanced automation	EMEA & APAC


	EWM		All Others		Total
	(in thousands)
Cash and cash equivalents	$	10,349	$	6,803	$	17,152
Inventories, net	39,903		7,662		47,565
Property, plant and equipment, net	31,470		6,284		37,754
Goodwill(1)	162,926		65,865		228,791
Identifiable intangible assets(2)	137,141		43,938		181,079
Customer relationships(3)	96,433		35,771		132,204
Trade names	20,536		6,294		26,830
Technology	20,172		1,873		22,045
Deferred tax liability	(35,605)		(12,006)		(47,611)
Other, net(4)	(11,438)		(890)		(12,328)
Preliminary purchase price consideration	334,746		117,656		452,402


	Nine Months Ended October 3, 2025
	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	$	23,850	$	1,138	$	(2,871)	$	1,440	$	23,557


	October 3, 2025				December 31, 2024
	Current		Noncurrent		Current		Noncurrent
	(In thousands)
Accrued taxes and deferred tax liabilities	$	54,338	$	199,396	$	46,395	$	151,642
Compensation and related benefits	82,674		53,244		80,451		48,350
Asbestos liability	43,335		279,473		40,779		253,287
Contract liabilities	27,244		—		26,390		—
Lease liabilities	22,569		108,171		21,459		66,042
Warranty liability	13,325		—		12,794		—
Third-party commissions	16,109		—		17,346		—
Restructuring liability	6,994		27		4,732		374
Accrued interest	18,966		—		8,077		—
Other	39,131		63,868		40,135		13,241
	$	324,685	$	704,179	$	298,558	$	532,936


	Nine Months Ended October 3, 2025
	Balance at Beginning of Period		Charges		Payments		Foreign Currency Translation		Balance at End of Period
	(In thousands)
Termination benefits(1)	$	3,845	$	7,089	$	(5,240)	$	703	$	6,397
Facility closure costs and other(2)	1,261		3,147		(3,593)		(191)		624
	$	5,106	$	10,236	$	(8,833)	$	512	$	7,021


FORM			10-Q


	Nine Months Ended
	October 3, 2025		September 27, 2024
Cash flows from operating activities:
Net income	$	194,457	$	215,796
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation, amortization and other impairment charges	58,731		50,028
Net gain on sale of property, plant and equipment	(5,697)		(1,060)
Stock-based compensation expense	12,542		14,473
Deferred income tax (benefit) expense	(7,707)		2,394
Non-cash interest expense	1,882		2,259
Pension settlement loss	—		12,155
Changes in operating assets and liabilities:
Trade receivables, net	(50,381)		(39,075)
Inventories, net	(28,924)		(31,651)
Accounts payable	(9,893)		16,895
Other operating assets and liabilities	(1,496)		(13,691)
Net cash provided by operating activities	163,514		228,523
Cash flows from investing activities:
Purchases of property, plant and equipment	(27,654)		(27,071)
Proceeds from sale of property, plant and equipment	4,731		3,452
Acquisitions, net of cash received	(439,669)		(86,537)
Other investing	539		(4,058)
Net cash used in investing activities	(462,053)		(114,214)
Cash flows from financing activities:
Proceeds from borrowings on Senior Notes	—		700,000
Proceeds from borrowings on revolving credit facilities and other	359,591		205,000
Repayments of borrowings on Term Loans	(10,000)		(597,500)
Repayments of borrowings on revolving credit facilities and other	(90,442)		(236,623)

Payment of debt issuance costs	—		(10,423)

Payment of dividends	(15,821)		(12,135)
Distributions to noncontrolling interest holders	(3,057)		(2,644)
Other financing	(13,008)		(5,099)
Net cash provided by financing activities	227,263		40,576
Effect of foreign exchange rates on Cash and cash equivalents	40,137		(3,218)
(Decrease) increase in Cash and cash equivalents	(31,139)		151,667
Cash and cash equivalents, beginning of period	249,358		102,003
Cash and cash equivalents, end of period	$	218,219	$	253,670


	October 3, 2025		December 31, 2024
	(In thousands)
Raw materials	$	171,915	$	151,248
Work in process	51,161		41,698
Finished goods	321,539		251,994
	544,615		444,940
Allowance for excess, slow-moving and obsolete inventory	(40,893)		(41,229)
	$	503,722	$	403,711


	Nine Months Ended
	October 3, 2025		September 27, 2024
	(In thousands)
Warranty liability, beginning of period	$	12,794	$	12,606
Accrued warranty expense	6,526		8,026
Changes in estimates related to pre-existing warranties	906		1,829
Cost of warranty service work performed	(9,102)		(8,507)

Foreign exchange translation effect and other	2,201		(40)
Warranty liability, end of period	$	13,325	$	13,914


		Three Months Ended				Nine Months Ended
Derivative Type	Gain Recognized in the Consolidated and Condensed Statements of Operations	October 3, 2025		September 27, 2024		October 3, 2025		September 27, 2024
		(In thousands)
Interest rate swap agreement(s)	Interest expense and other, net	$	—	$	(1,910)	$	(1,414)	$	(7,680)


	October 3, 2025				December 31, 2024
Designated as Hedging Instruments	Other Liabilities		Other Assets		Other Liabilities		Other Assets
	(In thousands)
Cross-currency swap agreements	$	49,741	$	—	$	1,830	$	—
Interest rate swap agreement	—		—		—		842
	$	49,741	$	—	$	1,830	$	842


	October 3, 2025				December 31, 2024
Not Designated as Hedging Instruments	Accrued Liabilities		Other Current Assets		Accrued Liabilities		Other Current Assets
	(In thousands)
Foreign currency contracts	$	387	$	2,209	$	379	$	255


	October 3, 2025								December 31, 2024
	Level One		Level Two		Level Three		Total		Level One		Level Two		Level Three		Total
	(In thousands)
Assets:
Cash equivalents	$	14,997	$	—	$	—	$	14,997	$	8,990	$	—	$	—	$	8,990
Foreign currency contracts	—		2,614		—		2,614		—		657		—		657
Interest rate swap agreement	—		—		—		—		—		842		—		842
Deferred compensation plans	—		6,895		—		6,895		—		5,242		—		5,242
	$	14,997	$	9,509	$	—	$	24,506	$	8,990	$	6,741	$	—	$	15,731

Liabilities:
Foreign currency contracts	$	—	$	792	$	—	$	792	$	—	$	781	$	—	$	781
Cross-currency swap agreements	—		49,741		—		49,741		—		1,830		—		1,830
Deferred compensation plans	—		6,895		—		6,895		—		5,242		—		5,242
	$	—	$	57,428	$	—	$	57,428	$	—	$	7,853	$	—	$	7,853


	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, 2024	$	(50,352)	$	(679,791)	$	(1,247)	$	1,816	$	(729,574)
Other comprehensive (loss) income before reclassifications:
Net actuarial loss	48		—		—		—		48
Foreign currency translation adjustment	(421)		94,613		(15,371)		—		78,821
Gain on long-term intra-entity foreign currency transactions	—		391		—		—		391
Unrealized gain on cash flow hedges	—		—		—		16		16
Other comprehensive (loss) income before reclassifications	(373)		95,004		(15,371)		16		79,276
Amounts reclassified from Accumulated other comprehensive loss(1)(2)	273		—		—		(1,832)		(1,559)
Net current period Other comprehensive (loss) income	(100)		95,004		(15,371)		(1,816)		77,717
Balance at April 4, 2025	(50,452)		(584,787)		(16,618)		—		(651,857)
Other comprehensive (loss) income before reclassifications:

Foreign currency translation adjustment	(431)		117,446		(25,027)		—		91,988
Gain on long-term intra-entity foreign currency transactions	—		9,968		—		—		9,968

Other comprehensive (loss) income before reclassifications	(431)		127,414		(25,027)		—		101,956
Amounts reclassified from Accumulated other comprehensive loss(1)	202		—		—		—		202
Net current period Other comprehensive (loss) income	(229)		127,414		(25,027)		—		102,158
Balance at July 4, 2025	(50,681)		(457,373)		(41,645)		—		(549,699)
Other comprehensive (loss) income before reclassifications:

Foreign currency translation adjustment	(56)		(7,176)		3,244		—		(3,988)
Loss on long-term intra-entity foreign currency transactions	—		(773)		—		—		(773)

Other comprehensive (loss) income before reclassifications	(56)		(7,949)		3,244		—		(4,761)
Amounts reclassified from Accumulated other comprehensive loss(1)	250		—		—		—		250
Net current period Other comprehensive (loss) income	194		(7,949)		3,244		—		(4,511)
Balance at October 3, 2025	$	(50,487)	$	(465,322)	$	(38,401)	$	—	$	(554,210)


	Three Months Ended October 3, 2025									Nine Months Ended October 3, 2025
	Americas			EMEA & APAC			Total			Americas			EMEA & APAC			Total
	(Dollars in millions)(1)
Net income from continuing operations (GAAP)							$	65.3								$	207.7
Income tax expense							17.7									56.5
Interest expense and other, net							23.6									61.4

Operating income (GAAP)(1)	$	45.3		$	61.3		$	106.6		$	131.0		$	194.6		$	325.6

Adjusted to add:
Restructuring and other related charges(2)	2.2			2.1			4.3			4.4			5.8			10.2
Acquisition-amortization and other related charges(3)	5.8			10.7			16.5			21.5			26.2			47.7
Depreciation and other amortization	3.9			8.1			12.0			11.7			21.8			33.4
Adjusted EBITDA (non-GAAP)(1)	57.3			82.2			139.5			168.5			248.4			416.9
Adjusted EBITDA attributable to Russia (non-GAAP)(4)	—			6.1			6.1			—			17.1			17.1
Core adjusted EBITDA (non-GAAP)(1)	$	57.3		$	76.1		$	133.4		$	168.5		$	231.2		$	399.8
Adjusted EBITDA margin (non-GAAP)	19.6		%	18.9		%	19.2		%	19.7		%	19.6		%	19.7		%
Core adjusted EBITDA margin (non-GAAP)(5)	19.6		%	19.3		%	19.4		%	19.7		%	20.0		%	19.9		%


	Three Months Ended September 27, 2024									Nine Months Ended September 27, 2024
	Americas			EMEA & APAC			Total			Americas			EMEA & APAC			Total
	(Dollars in millions)(1)
Net income from continuing operations (GAAP)							$	71.0								$	219.5
Income tax expense							18.1									54.5
Interest expense and other, net							16.9									49.9
Pension settlement loss							—									12.2
Operating income (GAAP)	$	49.9		$	56.1		$	106.0		$	151.8		$	184.3		$	336.0
Adjusted to add:
Restructuring and other related charges(2)	0.9			1.0			1.9			2.0			6.6			8.6
Acquisition-amortization and other related charges(3)	4.8			5.2			10.1			13.5			12.1			25.6
Depreciation and other amortization	3.7			5.7			9.5			10.9			16.5			27.4

Adjusted EBITDA (non-GAAP)	59.4			68.1			127.4			178.2			219.4			397.5
Adjusted EBITDA attributable to Russia (non-GAAP)(4)	—			2.6			2.6			—			15.5			15.5
Core adjusted EBITDA (non-GAAP)	$	59.4		$	65.5		$	124.8		$	178.2		$	203.9		$	382.1
Adjusted EBITDA margin (non-GAAP)	20.6		%	17.7		%	18.9		%	19.9		%	18.7		%	19.2		%
Core adjusted EBITDA margin (non-GAAP)(5)	20.6		%	18.9		%	19.6		%	19.9		%	19.2		%	19.5		%


	Three Months Ended				Nine Months Ended
	Core Sales(5)		Change %		Core Sales(5)		Change %
	(Dollars in millions)(1)
For the three and nine months ended September 27, 2024	$	635.6			$	1,958.0
Components of Change:
Existing businesses (core organic sales)(2)	12.1		1.9	%	6.6		0.3	%
Acquisitions(3)	33.8		5.3	%	69.5		3.6	%
Foreign currency translation(4)	5.9		0.9	%	(21.4)		(1.1)	%
Total Core sales growth	51.8		8.1	%	54.7		2.8	%
For the three and nine months ended October 3, 2025	$	687.4			$	2,012.7


Exhibit No.			Exhibit Description
10.1			Amended and Restated Credit Agreement, dated October 16, 2025, by and among ESAB Corporation, as the lead borrower, the other loan parties from time to time party thereto, including certain subsidiaries of the Company identified therein, as guarantors, each of the lenders from time to time party thereto, Bank of America, N.A., as administrative agent, and the co-syndication agents, joint bookrunners and joint lead arrangers named therein (incorporated by reference to Exhibit 10.1 to ESAB Corporation’s Form 8-K (File No. 001-41297) as filed with the SEC on October 16, 2025).

31.1			Certification of Chief Executive Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934 as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2			Certification of Chief Financial Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934 as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1			Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

32.2			Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101.INS			Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.

101.SCH			Inline XBRL Taxonomy Extension Schema Document.

101.CAL			Inline XBRL Extension Calculation Linkbase Document.

101.DEF			Inline XBRL Taxonomy Extension Definition Linkbase Document.

101.LAB			Inline XBRL Taxonomy Extension Label Linkbase Document.

101.PRE			Inline XBRL Taxonomy Extension Presentation Linkbase Document.

104			Cover Page Interactive Data File - The cover page from this Quarterly Report on Form 10-Q for the quarter ended October 3, 2025 is formatted in Inline XBRL (included as Exhibit 101).


1.			I have reviewed this quarterly report on Form 10-Q of ESAB Corporation;


2.			Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;


3.			Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;


4.			The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:


			(a)			Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;


			(b)			Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;


			(c)			Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and


			(d)			Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and


			(a)			All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and


			(b)			Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.


/s/ Shyam P. Kambeyanda
Shyam P. Kambeyanda President and Chief Executive Officer (Principal Executive Officer)