Thank you, Donna, and good morning, everyone. Welcome to EnPro's Third Quarter 2022 Earnings Conference Call.

I'll remind you that our call is being webcast at enproindustries.com, where you can find the presentation that accompanies this call. With me today is Eric Vaillancourt, our President and Chief Executive Officer; and Milt Childress, Executive Vice President and Chief Financial Officer.

Please note that in the third quarter of 2022, the Engineered Materials segment has been classified as a discontinued operation following the early September announcement to divest the remaining Engineered Materials businesses, GGB and GPT both of which are expected to close this month. All financial information discussed in this conference call is based on the continuing operations of EnPro, which exclude the Engineered Materials segment.

Included in the press release are schedules showing quarterly recasted financial data based on continuing operations since the first quarter of 2021. Before we continue today's discussion, a friendly reminder that we will be making forward-looking statements on this call that are not historical facts.

These statements involve a number of risks and uncertainties, including those described in our filings with the SEC, including our most recent Form 10-K and Form 10-Q. Also during the call, we will reference a number of non-GAAP financial measures, tables reconciling these measures to the comparable GAAP measures are included in the appendix in the presentation materials.

Also note that during this call, we will be providing full year guidance which excludes changes in the numbers of shares outstanding, impacts from future acquisitions, dispositions and related transaction costs, restructuring costs incremental impacts of inflation, geopolitical variables and trade tensions on market demand and costs subsequent to the end of the third quarter. The impact of foreign exchange rate changes subsequent to the end of the third quarter, interest rate increases differing from assumptions outlined in guidance, impacts from further spread of COVID-19 or other variants and environmental and litigation charges.

We do not undertake any obligation to update these forward-looking statements. And now it is my pleasure to turn the call over to Eric.

Thanks, James, and good morning, everyone. Thank you for your time today as we review our third quarter.

The organization is energized and firing on all cylinders, focused on building upon our foundational Sealing Technologies and Advanced Surface Technologies businesses, following the expected exit of the Engineered Materials segment announced in early September. Now on to our third quarter highlights.

We delivered another strong quarter, driven by exceptional performance across both the Sealing Technologies and Advanced Surface Technologies segments. The differentiated value of our innovative solutions and vast capabilities of our teams across the company continue to shine.

We are pleased to report outstanding quarterly results, highlighted by double-digit organic revenue growth and strong margin expansion that reflects the resilience of our business model. In the third quarter, sales of $280 million increased 34% year-over-year, with organic sales increasing 16%.

Our order trends remained firm in the third quarter despite a volatile macroeconomic and geopolitical backdrop. Our top line growth was driven by volume increases in many of our served markets, effective pricing initiatives and the addition of NxEdge.

Our third quarter adjusted EBITDA of $71.3 million increased 70% year-over-year and adjusted EBITDA margin expanded 550 basis points to 25.5%, driven primarily by the addition of NxEdge, strong organic sales growth and effective pricing strategies in response to inflationary pressures. The portfolio reshaping efforts we initiated in 2019 along with the tireless work of the teams across EnPro, have helped us build a streamlined portfolio of market-leading businesses, meeting critical need of customers.

Our go-forward businesses operate in attractive end markets where we are well positioned for growth throughout our enduring technological advantages. Our portfolio transformation has also created the foundation for continued profitable growth.

Our optimized portfolio of businesses generate higher margin and cash flows and enhanced return on invested capital, reflecting value provided to our customers through proprietary technology, applied engineering expertise and process know-how. Additionally, a growing proportion of our revenue mix is derived from the recurring or aftermarket portions of our businesses, providing us with enhanced stability through market cycles.

We have also made substantial progress on gross margin improvement over time. For context, I will report the gross margin just before we began our transformation efforts was 31%.

We Today, our portfolio of technology-driven products and solutions shows a gross margin of approximately 40%. Following the completion of the Engineered Materials divestitures, we will have reduced our European exposure, eliminated our sales to the automotive market and significantly reduced our remaining oil and gas exposure.

Our revenue generated in North America will account for approximately 70% of our total revenue and our aftermarket and recurring revenue will exceed 50% of total sales. We will continue to pursue selective strategic acquisitions that fit our criteria of both broadening our already strong reach with technology-enabled products and solutions, and offering opportunities for strong recurring revenue.

Speaking of acquisitions, it has been nearly 1 year since we added NxEdge to our family. We are pleased with the leading-edge capabilities the NxEdge has brought to our semiconductor business.

We are seeing the benefits of NxEdge combination with our Advanced Surface Technologies businesses and our newly welcomed colleagues are integrating well into our broader organization and culture. The success of NxEdge and the opportunities that it has created for our business demonstrate the merits of our M&A strategy, bringing in leading businesses and applying our platform to accelerate growth.

With that, I will now turn the call over to Milt for a thorough look into our financial results for the quarter. Milt.

Thanks, Eric. As reported, sales of $280.1 million in the third quarter increased 33.6% year-over-year.

Revenue growth from volume increases in the semiconductor, aerospace food and pharma and heavy-duty truck markets, the contribution from pricing actions in response to inflationary pressures as well as the addition of NxEdge was partially offset by the reduction in sales due to unfavorable foreign exchange translation and last year's polymer components divestiture. Organic sales for the quarter increased 16.2% compared to the third quarter of 2021.

Adjusted EBITDA of $71.3 million increased 70.2% over the prior year period, driven by volume growth, pricing actions and the addition of NxEdge, partially offset by the impact of unfavorable translations and the 2021 divestiture. Adjusted EBITDA margin of 25.5% expanded approximately 550 basis points compared to the third quarter of 2021.

Corporate expenses of $9.1 million in the third quarter of this year decreased from $11.6 million a year ago, driven primarily by lower acquisition and divestiture-related expenses and costs incurred from the CEO transition last year. Adjusted diluted earnings per share of $1.91 increased 64.7% compared to the prior year period.

Strong operating performance and the contribution of NxEdge more than offset higher interest expense. Moving to a discussion of segment performance.

Sealing Technologies sales increased 7.5% to $157.9 million, driven by strong demand in aerospace, food and pharma and heavy-duty truck markets as well as pricing actions partially offset by the impact of foreign exchange translation and the divestiture of the polymer components business completed in 2021. On an organic basis, sales increased 16.6%.

For the third quarter, adjusted segment EBITDA of $39.7 million increased 15.1% driven by volume growth across the segment, pricing, improved mix and operational improvements in our heavy-duty truck business, partially offset by the impact of foreign exchange translation. Adjusted segment EBITDA margin expanded 160 basis points to 25.1%.

Excluding the impact of the divestiture and foreign exchange translation, adjusted segment EBITDA increased 23.4% compared to the prior year period. One additional note before moving to advanced surface technologies.

Historically, 2 locations in the Sealing Technologies segment accounted for inventories under the LIFO method. During the third quarter of 2022, in order to better align with peer practices and as a means of harmonizing our accounting method for inventories across all businesses, we converted the inventory accounting for these locations to the FIFO method.

This change in accounting has been retrospectively applied to our consolidated financial statements. The impact of which benefited adjusted EBITDA of the Sealing Technologies segment in the first half of 2022 by $2.4 million.

In the Advanced Surface Technologies segment, third quarter sales of $122.5 million increased 90.5%, driven by the acquisition of NxEdge and continued strong demand in the semiconductor market. On an organic basis, sales increased 15.1% versus the prior year period.

For the third quarter, adjusted segment EBITDA more than doubled to $39.9 million, driven by the NxEdge acquisition and strong organic sales growth. Excluding the impact of NxEdge and foreign exchange translation, adjusted segment EBITDA increased 27.3%.

As we mentioned on past calls, we are making investments to support the growth of AST, including expanding capacity and enhancing our technology solutions to capture growth in the semiconductor market. Recently, the United States government announced new trade regulations for U.S.

semiconductor technology exported to China. We are in the process of working with our customers to evaluate the potential effects of these regulations on our businesses.

At this time, we expect a nominal impact on AST sales in the fourth quarter and based on our current analysis, minimal impact into next year. Given our robust portfolio of leading-edge solutions, our depth of talent and the strength of our innovation engine, we're confident that AST is well positioned to capture long-term organic growth opportunities, particularly as the semiconductor market expands and other leading-edge applications develop.

Turning to the balance sheet and cash flow. We ended the quarter with $166 million in cash and total debt of just over $880 million.

As communicated in early September, after-tax proceeds from the sale of the 2 remaining Engineered Materials businesses are estimated be approximately $290 million. We expect to complete both transactions later this month, as Eric noted earlier.

Free cash flow from continuing operations for the first 9 months of 2022 was $101 million, up from $67 million in the prior year, driven primarily by higher EBITDA. We repatriated a total of $186 million in the first 9 months of 2022 in a tax-efficient fashion.

In the fourth quarter, we expect to bring another $50 million onshore, bringing our total repatriated cash in 2022 to over $230 million. In September, $200 million of EnPro's cross-currency swaps matured.

The swaps generated more than $27 million in interest expense savings since inception in March 2018. We received an additional $27 million from settlement of the swap at maturity in mid-September.

Finally, we made a $5.8 million payment during the third quarter to move closer to settlement of the Passaic River legacy environmental liability, which predated our spend out as an independent public company. Court approval for the Passaic River settlement is expected over the next 12 to 18 months.

Factoring in all these items, we expect our net leverage ratio exiting 2022 to be below 2x this year's expected adjusted EBITDA. We will continue to use available capital to support long-term growth, both organically and through strategic acquisitions.

We have ample flexibility to execute on our growth initiatives while maintaining a strong balance sheet. In October, the Board of Directors approved a new $50 million share repurchase authorization, which runs through October 2024.

This authorization replaces the prior share repurchase authorization of the same amount, which expired in October. No purchases were made under the prior plan.

During the third quarter, we paid a $0.28 per share quarterly dividend. And for the first 9 months of the year, dividend payments totaled $17.6 million.

Moving now to our 2022 guidance from continuing operations. Underlying demand and order trends remain firm into the fourth quarter, even in the context of macroeconomic and geopolitical uncertainty.

As you can see on Slide 11, taking into consideration all the factors that we know at this time, we are raising adjusted EBITDA guidance from continuing operations to $253 million to $260 million on revenue of $1.05 billion to $1.09 billion. The guidance increase reflects sustained execution and the strength of our optimized portfolio of high-margin industrial technology businesses.

Our revised guidance implies an adjusted EBITDA margin of approximately 24% for the year. Further, we expect adjusted diluted earnings per share from continuing operations to be in the range of $6.55 to $6.90.

As you can see on Slide 11, the slide provides a bridge from our previous guidance to our raised guidance. In early September -- in our early September announcement discussing the intended exit of the Engineered Materials segment, we indicated that $34 million to $36 million of our previous adjusted EBITDA guidance of $270 million to $280 million was attributable to this now discontinued segment.

Accordingly, our updated guidance for adjusted EBITDA from continuing operations represents a $16 million to $17 million increase over the equivalent prior guidance measure, inclusive of the previously noted $2.4 million benefit from the inventory accounting change. With that, I'll turn the call back to Eric for closing comments.

Thanks, Milt. I'm proud of our team and our many accomplishments, I'd like to take a moment to thank all of our colleagues across EnPro for your dedication and outstanding performance.

Your hard work continues to be the foundation of our success. I'd also like to take a moment to thank our GGB and GPT colleagues for their hard work in building world-class businesses.

We are confident that you all have bright futures ahead. We have executed on our stated intention to reshape our portfolio to focus on the areas in which we have the strongest technological and process advantages.

We are moving forward as a streamlined organization centered on our foundational Sealing Technologies and Advanced Surface Technologies businesses, both of which are leaders in attractive markets. As we enter our next chapter, we are focused on building on our leadership positions.

Our strategic road map shows promising opportunities for both organic and inorganic growth and we expect to use free cash flow and ample balance sheet capacity to prudently execute on these long-term growth initiatives. Our raised 2022 guidance implies adjusted EBIT margins of approximately 24%, up from 14% in 2019 when we began our portfolio reshaping strategy.

We have remained steadfast on delivering outstanding financial results and enabling the supporting development of our colleagues in the communities in which we operate. 2022 has been an important year for EnPro as we build the company into a growth engine for the future.

I am proud of our team and our many accomplishments that have brought us here to this point. There has never been a better time to be a part of EnPro.

I'm honored to be here with you all and appreciate your support as we drive to capture the compelling opportunities we see ahead. Thank you again for joining us today.

We appreciate your interest in our company. Now I'll open the line to questions.

So just -- I'll start with kind of the standard, just maybe update us on just the durability of the semi. I know, Milt, you mentioned the China regs, but just versus all the kind of mixed news flow we've seen on semi, kind of how maybe that shapes -- how you think growth shapes up into '23?

And then any kind of update on kind of your U.S. investments for the big build out here?

Okay. Thanks, Jeff.

That's a big question. So there are lots of parts to it.

So let me see Eric and I will piggyback a bit. Let's first of all, I'll take about the headline news that everybody is reading.

We're all reading about what's happening with various semiconductor companies, including what's happening with the new trade regulations with involving semiconductors to China. So first of all, just the -- the overall economy and outlook.

I'd start by saying that our bookings and our backlog remains strong. So we are not seeing currently in our business signs of a slowdown.

Our outlook and our backlog, as you know, extends maybe a couple of quarters, but it doesn't go far beyond that. So -- with that, our visibility, if you're looking at a full year ahead for 2023, for example, is limited.

But that's not new. That's just the way our business operates.

The important thing for us is that we have a long-term view on the semiconductor industry in the market. We believe that the increasing demands for chips as technology evolves will drive strong growth over the long term.

So if you're taking a longer-term look, we're fully confident. There will inevitably be some ups and downs as there are in a lot of markets and a lot of industries.

I will say this that we do think that our technology differentiation will be a positive, should there be a downturn in the market. We'll be able to leverage our technology and perhaps gain some stronger positions with leading customers.

So those were our comments, I would say. I would also mention, Jeff, that if you look at our semiconductor revenues in total, roughly 50% of our revenues are recurring in nature.

So -- and that means they're more tied to wafer consumption than they are with new equipment build. I'd also note that we're well positioned geographically with investments that are being made in the United States.

And so with that, maybe we'll piggyback to what's going on, on that front. And maybe I'll just toss all to Eric.

I think we'll also see growth just from our vertical integration strategy that continues to gain speed from our acquisition of NxEdge. The cleaning, coating and refurbishment is going to be strong throughout the cycle, as noticed with all the recurring revenue, that should continue to go well.

And I think we're positioned very well for the long term. In addition, we're all -- we focus primarily on the advanced nodes, and they continue to accelerate over time as well.

So we're looking for continued strong performance there over the cycle.

Eric, do you want to comment or you want me...

On Arizona?

On Arizona.

Yes. So we're investing for organic growth as well.

We'll close on our real estate property in Arizona before the end of the year. And that's a pretty substantial investment.

It's less than $15 million. And then we have to outfit it and get ready to go to support some key customers in Arizona, you know their names.

That build-out will happen over the next 12 to 18 months to position us well for 2024 and beyond. So we're excited about that investment as well.

And there's -- we really don't have a whole lot more to say about the trade restrictions and regulations that have been implemented other than what I said -- mentioned earlier. I will note that we do think that some of what will shield us is our focus on advanced nodes and how we're positioned.

And it's simply because a lot of that product and technology has -- was not being sold into China before the trade restrictions went into effect.

Okay. That's all very helpful.

Just kind of looking at your updated guidance, it looks like you've got a fairly big step down. I know there's some seasonality there, but it seems a little more than normal.

So I'm just wondering if there's anything to read in terms of -- it sounds like order and backlog trends are good. Anything to read into kind of that 3Q to 4Q ex the Engineered Materials guidance?

Well, we had a stronger third quarter this year than we've had historically. Part of it is we're focused now on continuing operations and with continuing operations we don't have as much exposure to the typical slowdown in Europe in Q3.

So you see the impact of that when you look at our year-over-year performance Q3, continuing ops versus Q3, continued ops of last year or if you just go back and look at the typical seasonality pattern, I guess, that's the way I should state it. And in the fourth quarter, our backlog remains constructive, our book-to-bill remains above 1 as a company.

So we're expecting to complete the end of the year in good fashion. The actual results of Q4 oftentimes are driven by timing of shipments at the end of the year, particularly around markets like nuclear and aerospace, which can shift a bit.

There's also a little bit of caution perhaps for Europe slowing down as a result of the Ukraine situation that's affecting some of our European vision a little bit with the Sealing Technologies segment. And so there's a little bit of uncertainty there that we've got factored in.

Sales to Europe are roughly in the ballpark [13% or 14%] of total sales on a pro forma basis. And so while it’s down considerably, it still have an impact.

Just want to get an update on the closure of the deal. Sounds like you said GGB should close this month.

Anything that would have slowed that down? And then what's the timing on the Garlock pipeline?

Yes. Thanks, Steve, for the question.

We're moving forward toward closing. As we mentioned in September when we announced the deal.

We had a signed agreement on the sale of GGB and we've been moving along on various regulatory approvals, and we felt we're in good shape and confident that we'll be closing that transaction in November. When it comes to GPT, we're not as far along.

We still believe we will complete that deal in September, although there are a few more hurdles to cross before we get the completion there. So that will be a simultaneous signing and closing.

So sitting here today, we're not holding a signed sale agreement. But once again, we are still confident that we'll be able to get that across the finish line later this month.

And the expectation would be primary uses to be debt reduction? And anything you could say about what the pipeline is looking like out there for the next 6 to 12 months?

Yes. Initially, we'll be paying down standing revolver debt.

We've already paid down our 364-day term loan. So we'll pay down any outstandings at the time of our revolver debt, and then we're determining what we want to do with the balance in the short term.

We're able to invest now with at least some constructive or meaningful interest income, and so we're -- with our treasury folks, we're looking at options of how we want to deploy the cash in the short term. And then yes, I mean we're continuing to work on our pipeline, and we have several opportunities that we're tracking.

The timing is always uncertain. But that continues to be part of what we do day in and day out.

And then in terms of as we get through this quarter and now without Engineered Materials, your businesses are a little bit different now, but still hearing a lot of issues with inflationary pressures, particularly energy costs, how that might be impacting you. Also that supply chains remain not constructive how that might be impacting your business.

So if you could just talk about inflationary pressures, supply chain issues as we get into the fourth quarter.

In general, supply chain pressures have eased and continue to get a little bit better over time. In addition, energy has actually come off a little bit.

We just were able to negotiate a contract with one of the sealing divisions, it was much less than it had been in the past. So right now, I see things trending in a positive direction.

There's more availability and price in general is falling off a little bit. But regardless, we still do an outstanding job of capturing price.

And Europe is a little different. Energy prices there, of course, are a little crazy and a little uncertain.

At the same time, it's about 13% to 14% of our overall business. And the team there is doing an outstanding job in mitigating the situation there.

And if I can get one last one in terms of corporate costs, which seemed -- you had expected that to remain tracking higher given the fact that you won't have Engineered Materials and you'd like to leave that higher, assuming you fill in revenue over time. The corporate costs were reasonable this quarter.

How are you thinking about that moving forward?

We’re just in the process now of going through our budgeting process, and we’ll provide more clarity in the quarter ahead on just our outlook for the coming year, including corporate cost. So I’ll just leave it at that right now.

We mentioned in September that when we indicated the $34 million to $36 million contribution to our prior guidance from Engineered Materials that, that was inclusive of so-called stranded costs, which are costs that had been allocated to that division. So those costs have to be reallocated going ahead to our existing businesses or perhaps some held at corporate, which could have some impact – a little impact on how corporate costs look going into next year.

There's been just a lot of changes in the portfolio, it seems like it's all for the good. How are you looking at maybe your mix domestic versus international going forward?

If you kind of look out I'll call it, 3 years or so when you've done more M&A like you were talking about, where do you think that ultimately settles out?

Yes. I think I would answer it and then Eric and I can go back and forth on this.

But I would answer this, we're not intentionally driving our business to be more North American-centric. We're not unhappy that that's been an outcome.

But first and foremost, we are really looking at the strategic growth of our business and looking at opportunities that make sense for us with our portfolio and how we're driving it going forward. So I think that we're -- we will take into account geopolitical concerns, we will take into account where we anticipate growth happening, depending on the markets that we're serving, just as we are with semiconductor right now with more onshoring opportunities in the United States.

So I think we're doing the right thing strategically for the business. And then secondarily, we are considering what's happening in the world.

I think Milt covered it nicely. I think first, its strategy and the right opportunities in the right end markets and then it's geography.

Okay. And then I just kind of want to turn towards pricing again.

And just for clarification purposes, I think -- did you say that pricing was rolling off or slowing down? And where are you versus cost on the pricing side?

And what's the outlook for pricing? And then when you go through pricing, is it all true pricing?

Is there any surcharges? I'm just trying to think about how, as inflation may or may not come down, how the pricing might be impacted?

No, we're still doing a good job at capturing price in this environment. And the services and products we provide create a lot of value, and we capture the value that we create in general.

Surcharges in some cases are rolling off, they're mostly freight. And so container freight is an example.

But we don't really capture that as price, they come in and go out. So our pricing power still exist.

We're still paying good attention to it, and I continue to think we'll capture value as we move along.

And just a clarification on that, Ian. In Eric's remarks, he suggested that maybe raw material cost increases had eased a little bit.

Commodity pricing is starting to fall a little bit, which helps us as well.

On your COGS side, not on your revenue side, correct? I'm just trying to differentiate the two.

Correct.

Thank you for your time today, and we appreciate your interest in EnPro.