EnPro Inc.
11/03/2026 | Press release | Distributed by Public on 11/03/2026 10:14
Quarterly Report for Quarter Ending September 30, 2026 (Form 10-Q)
Management's Discussion and Analysis of Financial Condition and Results of Operations.
The following is management's discussion and analysis of certain significant factors that have affected our financial condition, cash flows and operating results during the periods included in the accompanying unaudited consolidated financial statements and the related notes. You should read this in conjunction with those financial statements and the audited consolidated financial statements and related notes included in our annual report on Form 10-K for the fiscal year ended December 31, 2025.
Forward-Looking Information
This quarterly report on Form 10-Q includes statements that reflect projections or expectations of the future financial condition, results of operations and business of Enpro that are subject to risk and uncertainty. We believe those statements to be "forward-looking" statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the
Securities Exchange Act of 1934. When used in this report, the words "may," "hope," "will," "should," "expect," "plan," "anticipate," "intend," "believe," "estimate," "predict," "potential," "continue," "likely," and other expressions generally identify forward-looking statements.
We cannot guarantee actual results or events will not differ materially from those projected, estimated, assigned or anticipated in any of the forward-looking statements contained in this report. Important factors that could result in those differences include those specifically noted in the forward-looking statements and those identified in Item 1A, "Risk Factors" of our annual report on Form 10-K for the year ended December 31, 2025, and in Part II, Item 1 of this quarterly report on Form 10-Q which include:
•economic conditions in the markets served by our businesses and the businesses of our customers, some of which are cyclical and experience periodic downturns and may be affected by the imposition or threat of imposition of tariffs;
•the impact of geopolitical activity on those markets, including instabilities associated with the armed conflicts in the Middle East, the armed conflict in Ukraine, and any conflict or threat of conflict that may affect Taiwan;
•uncertainties with respect to the imposition, or threat of imposition, of government tariffs, and retaliatory tariffs announced in response thereto;
•uncertainties with respect to the imposition of government embargoes, such as "anti-dumping" duties applicable to classes of products, and import or export licensing requirements, as well as the imposition of trade sanctions against a class of products imported from or sold and exported to, or the loss of "normal trade relations" status with, countries in which we conduct business, which could significantly increase our cost of products or otherwise reduce our sales and harm our business;
•uncertainties with respect to prices and availability of raw materials, including as a result of instabilities from geopolitical conflicts and the imposition of tariffs;
•uncertainties with respect to our ability to achieve anticipated growth within the semiconductor, life sciences, and other technology-enabled markets, including uncertainties with respect to the timing of completion of our new Arizona facility;
•the impact of fluctuations in relevant foreign currency exchange rates or unanticipated increases in applicable interest rates;
•unanticipated delays or problems in introducing new products;
•the impact of any labor disputes;
•announcements by competitors of new products, services or technological innovations;
•changes in our pricing policies or the pricing policies of our competitors;
•risks related to the reliance of our Advanced Surface Technologies segment on a small number of significant customers and the geographic concentration of those customers;
•uncertainties with respect to our ability to identify and complete business acquisitions consistent with our strategy and to successfully integrate any businesses that we acquire; and
•uncertainties with respect to the amount of any payments required to satisfy contingent liabilities, including those related to discontinued operations, other divested businesses and discontinued operations of our predecessors, including liabilities for certain products, environmental matters, employee benefit and statutory severance obligations and other matters.
We caution investors not to place undue reliance on our forward-looking statements, which speak only as of the date on which such statements were made.
Whenever you read or hear any subsequent written or oral forward-looking statements attributed to us or any person acting on our behalf, you should keep in mind the cautionary statements contained or referred to in this section. We do not undertake any obligation to release publicly any revisions to these forward-looking statements to reflect events or circumstances after the date of this report or to reflect the occurrence of unanticipated events.
Non-GAAP Financial Information
In our discussion of our outlook and results of operations, we utilize financial measures that have not been prepared in conformity with generally accepted accounting principles in the United States ("GAAP"). They include adjusted net income, adjusted diluted earnings per share, adjusted earnings before interest, taxes, depreciation, and amortization ("adjusted EBITDA"), and total adjusted segment EBITDA. Tables showing the reconciliation of these non-GAAP financial measures to the comparable GAAP measures are included in "- Results of Operations" and "-Reconciliations of Non-GAAP Financial Measures to the Comparable GAAP Measures"
We believe these non-GAAP metrics are commonly used financial measures for investors to evaluate our operating performance and, when read in conjunction with our consolidated financial statements, present a useful tool to evaluate our ongoing operations and performance from period to period. In addition, these non-GAAP measures are some of the factors we use in internal evaluations of the overall performance of our businesses. We acknowledge that there are many items that impact our reported results and the adjustments reflected in these non-GAAP measures are not intended to present all items that may have impacted these results. In addition, these non-GAAP measures we use are not necessarily comparable to similarly titled measures used by other companies.
Overview
Overview. Enpro is a leading-edge industrial technology company focused on critical applications across a diverse group of growing end markets such as semiconductor, industrial process, commercial vehicle, sustainable power generation, aerospace, food and pharmaceuticals, photonics, and life sciences. We have 15 primary manufacturing and service facilities located in 8 countries, including the United States. Enpro is a leader in applied engineering and designs, develops, manufactures, and markets proprietary, value-added products and solutions that safeguard a variety of critical environments.
Over the past several years, we have executed several strategic initiatives to focus the portfolio of businesses where we offer proprietary, industrial technology-related products and solutions with high barriers to entry, compelling margins, strong cash flow, and perpetual recurring/aftermarket revenue in markets with favorable secular tailwinds.
We manage our business as two segments: a Sealing Technologies segment and an Advanced Surface Technologies segment.
Our Sealing Technologies segment engineers and manufactures value-added products and solutions that safeguard a variety of critical environments, including: metallic, non-metallic and composite material gaskets; dynamic seals; compression packing; elastomeric components; custom-engineered mechanical seals used in diverse applications; hydraulic components; test, measurement and sensing applications; sanitary gaskets; hoses and fittings for hygienic process industries; fluid transfer products for the pharmaceutical and biopharmaceutical industries; and commercial vehicle solutions used in wheel-end and suspension components that customers rely upon to ensure safety on our roadways.
These products are used in a variety of markets, including chemical and petrochemical processing, nuclear energy, hydrogen, natural gas, food and biopharmaceutical processing, primary metal manufacturing, mining, water and waste treatment, commercial vehicle, aerospace (including commercial space), medical, filtration and semiconductor fabrication. In all these industries, the performance and durability of our proprietary products and solutions are vital for the safety and environmental protection of our customers' processes. Many of our products and solutions are used in highly demanding applications, often in harsh environments, where the cost of failure is extremely high relative to the cost of our offerings to our customers. These environments include those where extreme temperatures, extreme pressures, corrosive agents, strict tolerances, or worn equipment create challenges for product performance. Sealing Technologies offers customers widely recognized applied engineering, innovation, process know- how and enduring reliability, driving a lasting aftermarket for many of our products and solutions.
Our Advanced Surface Technologies (AST) segment applies proprietary technologies, processes, and capabilities to deliver a highly differentiated suite of products and solutions for challenging applications in high-growth markets. The segment's products and solutions are used in demanding environments requiring performance, precision and repeatability, with a low tolerance for failure. AST's products and solutions capabilities include: (i) engineering, manufacturing and precision machining of complex front-end wafer processing sub-systems, including critical components used in and around semiconductor process chambers that enable the manufacture of leading-edge chips, as well as edge-welded bellows that support critical applications in the space, aerospace and defense markets; (ii) cleaning, testing, refurbishment and verification for critical components and assemblies used in semiconductor manufacturing equipment, with meaningful exposures to state-of-the-art advanced node chip applications; and (iii) coatings for critical components and assemblies for semiconductor manufacturing equipment, and designing, manufacturing and selling specialized optical filters and proprietary thin-film coatings for the most challenging applications in the industrial technology, life sciences, and semiconductor markets. In many instances,
AST capabilities drive products and solutions that enable the performance of our customers' high-value processes through an entire life cycle.
Acquisitions. On October 8, 2025, Enpro acquired Overlook, which is headquartered in Easthampton, Massachusetts. Overlook specializes in the design and fabrication of single-use technologies and other critical componentry for biopharmaceutical production processes.
On November 14, 2025, we acquired AlpHa Measurement Solutions. AlpHa is a Houston, Texas-based leading provider of liquid analytical sensing technologies and instrumentation for the measurement of key parameters for liquid processes. AlpHa serves customers across a diverse set of end-markets, including industrial process control, water and wastewater, laboratory, and environmental monitoring.
Highlights. Financial highlights for the quarters and nine months ended September 30, 2026 and September 30, 2025 are as follows:
| Quarters Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| (in millions, except per share data) | |||||||||||||||||||||||
| Net sales | $ | 350.8 | $ | 286.6 | $ | 992.6 | $ | 847.9 | |||||||||||||||
| Net income | $ | 40.3 | $ | 21.6 | $ | 94.8 | $ | 72.5 | |||||||||||||||
| Diluted earnings per share | $ | 1.88 | $ | 1.01 | $ | 4.44 | $ | 3.41 | |||||||||||||||
|
Adjusted net income1
|
$ | 57.0 | $ | 42.4 | $ | 156.2 | $ | 125.8 | |||||||||||||||
|
Adjusted diluted earnings per share1
|
$ | 2.66 | $ | 1.99 | $ | 7.30 | $ | 5.92 | |||||||||||||||
|
Adjusted EBITDA1
|
$ | 91.3 | $ | 69.3 | $ | 254.6 | $ | 208.3 | |||||||||||||||
1 A reconciliation of non-GAAP measures to their respective GAAP measure is located in the Reconciliation of Non-GAAP Financial Measures to the Comparable GAAP Measure at the end of this section.
Results of Operations
| Quarters Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| (in millions) | |||||||||||||||||||||||
| Sales | |||||||||||||||||||||||
| Sealing Technologies | $ | 214.7 | $ | 178.2 | $ | 629.9 | $ | 545.3 | |||||||||||||||
| Advanced Surface Technologies | 136.5 | 108.5 | 363.6 | 303.2 | |||||||||||||||||||
| 351.2 | 286.7 | 993.5 | 848.5 | ||||||||||||||||||||
| Intersegment sales | (0.4) | (0.1) | (0.9) | (0.6) | |||||||||||||||||||
| Net sales | $ | 350.8 | $ | 286.6 | $ | 992.6 | $ | 847.9 | |||||||||||||||
| Net income | $ | 40.3 | $ | 21.6 | $ | 94.8 | $ | 72.5 | |||||||||||||||
| Adjusted Segment EBITDA | |||||||||||||||||||||||
| Sealing Technologies | $ | 69.9 | $ | 57.4 | $ | 206.2 | $ | 179.4 | |||||||||||||||
| Advanced Surface Technologies | 34.3 | 21.8 | 88.0 | 62.1 | |||||||||||||||||||
| Total Adjusted Segment EBITDA | $ | 104.2 | $ | 79.2 | $ | 294.2 | $ | 241.5 | |||||||||||||||
| Reconciliations of Net Income to Adjusted Segment EBITDA | |||||||||||||||||||||||
| Net income | 40.3 | 21.6 | $ | 94.8 | $ | 72.5 | |||||||||||||||||
| Income tax expense | (14.2) | (10.5) | (26.4) | (27.4) | |||||||||||||||||||
| Income before income taxes | 54.5 | 32.1 | 121.2 | 99.9 | |||||||||||||||||||
| Acquisition expenses | 0.2 | 2.7 | 1.6 | 3.2 | |||||||||||||||||||
| Amortization of the fair value adjustment to acquisition date inventory | - | - | 3.3 | - | |||||||||||||||||||
| Restructuring expense | - | 0.2 | 0.1 | 0.7 | |||||||||||||||||||
| Depreciation and amortization expense | 27.2 | 25.2 | 81.8 | 75.6 | |||||||||||||||||||
| Corporate expenses | 13.5 | 10.2 | 43.0 | 33.6 | |||||||||||||||||||
| Interest expense, net | 8.2 | 6.4 | 25.3 | 21.9 | |||||||||||||||||||
| Other expense | 0.6 | 2.4 | 17.9 | 6.6 | |||||||||||||||||||
| Adjusted Segment EBITDA | $ | 104.2 | $ | 79.2 | $ | 294.2 | $ | 241.5 | |||||||||||||||
We measure operating performance of our reportable segments based on segment earnings before interest, income taxes, depreciation, amortization, and other selected items ("Adjusted Segment EBITDA" or "Segment AEBITDA"), which is segment revenue reduced by operating expenses and other costs identifiable with the segment, excluding acquisition expenses, restructuring costs, net of gains on restructuring-related sales of assets, amortization of the fair value adjustment to acquisition date inventory, and depreciation and amortization. Adjusted Segment EBITDA is not defined under GAAP and may not be comparable to similarly titled measures used by other companies. Corporate expenses include general corporate administrative costs. Corporate expenses also include $0.5 million, $3.2 million, $0.1 million, and $0.2 million of restructuring expenses for the quarters and nine months ended September 30, 2026 and September 30, 2025, respectively. Segment non-operating expenses and income, corporate expenses, net interest expense, and income taxes are not included in the computation of Adjusted Segment EBITDA. The accounting policies of the reportable segments are the same as those for Enpro.
Other expense in the table above represents other expense (non-operating) on our Consolidated Statements of Operations for the respective periods presented.
Third Quarter of 2026 Compared to the Third Quarter of 2025
Sales of $350.8 million in the third quarter of 2026 increased 22.4% from $286.6 million last year. The following table summarizes the impact of acquisitions and foreign currency on segment sales:
| Sales |
Percent Change Quarter Ended September 30, 2026 vs. Quarter Ended September 30, 2025
|
|||||||||||||||||||||||||
| increase/(decrease) | Organic | Acquisitions |
Foreign Currency |
Total | ||||||||||||||||||||||
| Enpro Inc. | 16.9 | % | 5.2 | % | 0.3 | % | 22.4 | % | ||||||||||||||||||
| Sealing Technologies | 11.6 | % | 8.5 | % | 0.4 | % | 20.5 | % | ||||||||||||||||||
| Advanced Surface Technologies | 25.8 | % | - | % | - | % | 25.8 | % | ||||||||||||||||||
Discussion of year-over-year operating performance for each segment for the third quarter of 2026:
Sealing Technologies. Sales of $214.7 million in the third quarter of 2026 increased 20.5% compared to $178.2 million in the same period of 2025. Excluding the favorable foreign exchange translation ($0.7 million), and contributions from acquisitions completed in the fourth quarter of 2025 ($15.1 million) sales were up 11.6%, or $20.7 million. Pricing and mix ($6.0 million), as well as strength in space, general industrial, and compositional analysis applications along with year-on-year improvements in commercial vehicle more than offset softness in European biopharmaceutical demand and timing of power generation deliveries year-over-year.
Adjusted Segment EBITDA of $69.9 million in the third quarter of 2026 increased 21.8% from $57.4 million in the third quarter of 2025. Segment AEBITDA margin expanded slightly to 32.6% in the third quarter of 2026 from 32.2% last year. Excluding the favorable foreign exchange translation ($0.3 million) and contribution from acquisitions completed in the fourth quarter of 2025 $4.7 million, adjusted Segment EBITDA increased 13.2%, or $7.6 million. Operating leverage from strong segment sales performance was partially offset by higher headcount and personnel-related costs supporting growth initiatives ($3.8 million).
Advanced Surface Technologies. Sales of $136.5 million in the third quarter of 2026 increased 25.8% or $28.0 million compared to sales of $108.5 million in the same period last year. Accelerating precision cleaning solutions demand, strengthening demand for in-chamber semiconductor tools and assemblies, and increased demand for coatings solutions drove the sales increase.
Adjusted Segment EBITDA of $34.3 million in the third quarter of 2026 increased 57.3% from $21.8 million year over year. Segment AEBITDA margin improved 500 basis points over last year. Contribution from the increase in sales was partially offset by increased personnel and qualification costs supporting new platforms and long-term growth initiatives ($4.9 million) and increased incentive compensation accruals driven by improved segment performance ($2.0 million).
Corporate expenses for the third quarter of 2026 of $13.5 million increased $3.3 million compared to $10.2 million prior year, primarily driven by increased incentive compensation and restructuring related costs.
Interest expense, net in the third quarter of 2026 increased by $1.8 million from last year primarily driven by higher outstanding debt.
Other expense, net in the third quarter of 2026 decreased $1.8 million compared to the same period in 2025, driven primarily by lower costs related to previously divested businesses ($0.9 million) and lower non-service pension related costs as a result of the termination of our U.S. defined benefit pension plan at the end of 2025 ($0.7 million).
The effective tax rates for the quarters ended September 30, 2026 and 2025 were 25.9% and 32.6%, respectively. The rate for the quarter ended September 30, 2026 is higher than the U.S. Federal tax rate primarily driven by foreign and state taxes. The rate for the quarter ended September 30, 2025 is higher than the U.S. Federal tax rate primarily driven by foreign and state income taxes and an unfavorable return-to-provision adjustment from our 2024 U.S. federal return.
Net income was $40.3 million, or $1.88 per share, in the third quarter of 2026 compared to $21.6 million, or $1.01 per share, in the third quarter of 2025. Earnings per share is expressed on a fully diluted basis.
Nine Months Ended September 30, 2026 Compared to the Nine Months Ended September 30, 2025
Sales of $992.6 million in the first nine months of 2026 increased 17.1% from $847.9 million last year. The following table summarizes the impact of acquisitions and foreign currency on segment sales:
| Sales |
Percent Change Nine Months Ended September 30, 2026 vs. Nine Months Ended September 30, 2025
|
|||||||||||||||||||||||||
| increase/(decrease) | Organic | Acquisitions |
Foreign Currency |
Total | ||||||||||||||||||||||
| Enpro Inc. | 10.6 | % | 5.4 | % | 1.1 | % | 17.1 | % | ||||||||||||||||||
| Sealing Technologies | 5.4 | % | 8.4 | % | 1.7 | % | 15.5 | % | ||||||||||||||||||
| Advanced Surface Technologies | 19.9 | % | - | % | - | % | 19.9 | % | ||||||||||||||||||
Discussion of year-over-year operating performance for each segment for the first nine months of 2026:
Sealing Technologies: Sales of $629.9 million in the first nine months of 2026 increased 15.5% compared to $545.3 million in the prior-year period. Excluding favorable foreign exchange translation ($9.3 million) and contribution from acquisitions completed in the fourth quarter of 2025 ($45.9 million), sales were up 5.4%, or $29.4 million. Pricing and mix ($17.3 million), as well as strength in aerospace, general industrial, and compositional analysis applications and firm nuclear demand more than offset weak demand in European biopharmaceutical and soft commercial vehicle OEM sales. Domestic food and biopharmaceutical demand remained firm.
Adjusted Segment EBITDA of $206.2 million in the first nine months of 2026 increased 14.9%, or $26.8 million, from $179.4 million prior year. Adjusted Segment EBITDA margin of 32.7% in the first nine months of 2026 was relatively flat compared to the prior year. Excluding the favorable foreign exchange translation ($3.2 million) and contribution from acquisitions completed in the fourth quarter of 2025 ($12.9 million), Adjusted Segment EBITDA increased 6.0%, or $10.8 million. Operating leverage from revenue growth was offset in part by increased expenses supporting sales growth initiatives ($7.2 million).
Advanced Surface Technologies: Sales of $363.6 million in the first nine months of 2026 increased 19.9%, or $60.4 million, compared to $303.2 million in the prior-year period, reflecting continued strength in precision cleaning solutions serving the leading edge, strengthening demand for semiconductor capital equipment, and increased demand in coatings solutions.
Adjusted Segment EBITDA of $88.0 million in the first nine months of 2026 increased 41.7%, or $25.9 million, from $62.1 million in the comparable period of 2025. Adjusted Segment EBITDA margin of 24.2% was up from 20.5%. The robust sales performance drove the strong EBITDA growth and margin expansion, offset in part by expenses supporting the sales growth ($12.1 million) and increased incentive compensation accruals from the strong performance ($4.5 million).
Corporate expenses for the first nine months of 2026 of $43.0 million increased $9.4 million compared to last year primarily due to increased incentive compensation and restructuring related costs.
Interest expense, net in the first nine months of 2026 increased by $3.4 million compared to last year driven slightly higher average outstanding debt balances from acquisitions completed in 2025 and lower interest income from using strong cash generation to accelerate reduction in revolving debt.
Other expense in the first nine months of 2026 increased $11.3 million compared to the same period last year, driven by net environmental reserve adjustments ($16.8 million), partially offset by losses on extinguishment of debt in 2025 ($1.7 million) and lower non-service pension related costs as a result of the termination of our U.S. defined benefit pension plan at the end of 2025 ($1.9 million).
The effective tax rates for the nine months ended September 30, 2026 and 2025 were 21.8% and 27.4%, respectively. The rate for the nine months ended September 30, 2026 is higher than the U.S. Federal tax rate primarily driven by foreign and state income taxes offset in part by tax benefits for share-based compensation . The rate for the nine months ended September 30, 2025 is higher than the U.S. Federal tax rate primarily driven by foreign and state income taxes and an unfavorable return-to-provision adjustment from our 2024 U.S. federal return.
Net income was $94.8 million, or $4.44 per share, in the first nine months of 2026 compared to $72.5 million, or $3.41 per share, in the first nine months of 2025. Earnings per share is expressed on a diluted basis.
Backlog
As of September 30, 2026, the aggregate amount of transaction price of remaining performance obligations, or backlog, on a consolidated basis was $451.9 million. Approximately 94% of these obligations are expected to be satisfied within one year. There is no certainty these orders will result in actual sales at the times or in the amounts ordered. In addition, for most of our business, backlog is not particularly predictive of future performance due to shorter lead times for our leading-edge aftermarket or recurring solutions across both segments and some seasonality.
Liquidity and Capital Resources
Cash requirements for, but not limited to, working capital, capital expenditures, acquisitions, and debt repayments have been funded from cash balances on hand, revolver borrowings and cash generated from operations. We are proactively pursuing acquisition opportunities. Should we need additional capital, we have resources available, which are discussed in this section under the heading "Capital Resources."
As of September 30, 2026, we held $16.2 million of cash and cash equivalents in the United States and $67.2 million of cash outside of the United States. If the funds held outside the United States were needed for our operations in the U.S., we have several methods to repatriate without significant tax effects, including repayment of intercompany loans, distributions subject to a 100 percent dividends-received deduction for income tax purposes, or distributions of previously-taxed earnings. In the first nine months of 2026, we transferred $70.0 million from our foreign subsidiaries to their U.S. parent entity via an intercompany loan, and the funds were used to partially pay down the outstanding balance on our revolving credit facility. As of September 30, the balance of the intercompany loan is $40.0 million after dividends declared by certain foreign subsidiaries were utilized to reduce it.
Because of the transition tax, GILTI, and Subpart F provisions, undistributed earnings of our foreign subsidiaries have already been subjected to U.S. income tax or are eligible for the 100 percent dividends-received deduction under Section 245A of the Internal Revenue Code ("IRC"). We do not intend to distribute foreign earnings that will be subject to any significant incremental U.S. or foreign tax. During the first nine months of 2026, we repatriated $74.2 million of foreign earnings. We have determined that estimating any tax liability on our investment in foreign subsidiaries is not practicable. Therefore, we have not recorded any deferred tax liability on undistributed earnings of foreign subsidiaries.
Cash Flows
Operating activities provided $172.8 million of cash in the first nine months of 2026 and $138.5 million of cash in the first nine months of 2025. The year-over-year increase was primarily driven by higher Adjusted Segment EBITDA and lower income tax payments (net of refunds).
Investing activities used $40.1 million of cash in the first nine months of 2026 compared to $32.7 million of cash used in investing activities in the first nine months of last year. The increase was primarily driven by higher cash capital expenditures in 2026, partially offset by the redemption of a short-term investment.
Financing activities used $164.2 million of cash in the first nine months of 2026 compared to $220.9 million in the first nine months of 2025. The decrease was driven primarily by higher net repayments of debt in 2025.
Capital Resources and Uses
Senior Secured Credit Facilities. On April 9, 2025, we entered into a Second Amendment to Third Amended and Restated Credit Agreement dated as of April 9, 2025 (the "Amended Credit Facility Agreement") among the Company and our subsidiary, EnPro Holdings, Inc. ("EnPro Holdings"), as borrowers, certain foreign subsidiaries of the Company from time to time party thereto, as designated borrowers, the guarantors party thereto, the lenders party thereto and Bank of America, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer. The Amended Credit Facility Agreement amended the agreement then governing our senior secured credit facilities and provides for a senior secured revolving credit facility of up to $800.0 million (the "Revolving Credit Facility"), which will mature on April 9, 2030. On April 9, 2025, in connection with our entry into the Amended Credit Facility Agreement, we repaid the remaining outstanding principal amount of term loan borrowings outstanding under the agreement governing our senior secured credit facilities prior to such amendment, funded by borrowings under the Revolving Credit Facility and $59.8 million of available cash.
The Amended Credit Facility Agreement provides that we may seek incremental term loans and/or additional revolving credit commitments in an amount equal to the greater of $275.0 million and 100% of consolidated EBITDA for the most recently ended four-quarter period for which we have reported financial results, plus additional amounts based on a consolidated senior secured leverage ratio. Any incremental term loans will be subject to prepayment with the net cash proceeds of non-permitted debt issuances and with the net cash proceeds of certain asset sales and casualty or condemnation events not reinvested in our business or applied to prepay such term loans within a specified period. Borrowings under the Revolving Credit Facility, at our option, bear interest at either (1) an alternate base rate (the highest of (a) the federal funds effective rate plus 0.50%, (b) the prime rate of Bank of America, N.A., and (c) the one-month Term SOFR rate plus 1.00%) or (2) the Term SOFR rate for the applicable interest period plus, in each case, an applicable margin percentage, which initially is 1.375% for Term SOFR borrowings and 0.375% for alternate base rate borrowings and is subject to incremental increase or decrease based on a consolidated total net leverage ratio. In addition, a commitment fee accrues with respect to the unused amount of the Revolving Credit Facility at an annual rate of 0.175% initially, which rate is also subject to incremental increase or decrease based on a consolidated total net leverage ratio.
Enpro Inc. and EnPro Holdings are the permitted borrowers under the Amended Credit Facility Agreement. We have the ability to add wholly owned foreign subsidiaries as borrowers under the Revolving Credit Facility. Each of our domestic, consolidated subsidiaries (subject to certain exclusions) is required to guarantee the obligations of the borrowers under the Amended Credit Facility Agreement and, subject to the permitted exceptions, each of the Company's existing domestic subsidiaries has entered into the Amended Credit Facility Agreement to provide such a guarantee.
Collateral. Borrowings under the Amended Credit Facility Agreement are secured by a first priority pledge of the following assets:
•100% of the capital stock of each domestic, consolidated subsidiary of Enpro Inc.;
•65% of the capital stock of any first tier foreign subsidiary of Enpro Inc. and its domestic subsidiaries (subject to certain exclusions); and
•substantially all of the assets (including, without limitation, machinery and equipment, inventory and other goods, accounts receivable, bank accounts, general intangibles, financial assets, investment property, license rights, patents, trademarks, trade names, copyrights, chattel paper, insurance proceeds, contract rights, hedge agreements, documents, instruments, indemnification rights, tax refunds and cash, but excluding real estate interests) of Enpro Inc. and the subsidiary guarantors.
Financial Covenants. The Amended Credit Facility Agreement contains certain financial covenants and required financial ratios, including:
•a maximum consolidated total net leverage ratio of not more than 4.0 to 1.0 (with total debt, for the purposes of such ratio, to be net of unrestricted cash of Enpro Inc. and its consolidated subsidiaries), which ratio may be increased (up to three times) at the borrowers' option to not more than 4.5 to 1.0 for the four-quarter period following a significant acquisition; and
•a minimum consolidated interest coverage ratio of at least 2.5 to 1.0.
Affirmative and Negative Covenants. The Amended Credit Facility Agreement contains affirmative and negative covenants (subject, in each case, to customary exceptions and qualifications), including covenants that limit our ability to, among other things:
• grant liens on our assets;
• incur additional indebtedness (including guarantees and other contingent obligations);
• make certain investments (including loans and advances);
• merge or make other fundamental changes;
• sell or otherwise dispose of property or assets;
• pay dividends and other distributions and prepay certain indebtedness;
• make changes in the nature of our business;
• enter into transactions with our affiliates;
• enter into burdensome contracts; and
• modify or terminate documents related to certain indebtedness.
Events of Default. The Amended Credit Facility Agreement contains events of default including, but not limited to, nonpayment of principal or interest, violation of covenants, breaches of representations and warranties, cross-default to other debt, bankruptcy and other insolvency events, material judgments, certain ERISA events, actual or asserted invalidity of loan documentation, certain changes of control of Enpro Inc. and the invalidity of subordination provisions of subordinated indebtedness.
Availability and Compliance. The borrowing availability under our Revolving Credit Facility at September 30, 2026 was $715.2 million after giving consideration to $9.8 million of outstanding letters of credit and $75.0 million of outstanding borrowings. We were in compliance with all covenants of the Amended Credit Facility Agreement as of September 30, 2026.
Senior Notes. On May 29, 2025, we completed the offering of $450 million in aggregate principal amount of 6.125% Senior Notes due 2033 (the "Senior Notes"). The Senior Notes were issued to investors at 100% of the principal amount thereof. The Senior Notes are unsecured, unsubordinated obligations of Enpro Inc. and mature on June 1, 2033. Interest on the Senior Notes accrues at a rate of 6.125% per annum and is payable semi-annually in cash in arrears on June 1 and December 1 of each year, commencing December 1, 2025. The Senior Notes are required to be guaranteed on a senior unsecured basis by each of Enpro's existing and future direct and indirect domestic subsidiaries that is a borrower under, or guarantees, our indebtedness under the Revolving Credit Facility or guarantees any other Capital Markets Indebtedness (as defined in the indenture governing the Senior Notes) of Enpro or any of the guarantors above a specified threshold. We may, on any one or more occasions, redeem all or a part of the Senior Notes at specified redemption prices plus accrued and unpaid interest.
The indenture governing the Senior Notes includes covenants that restrict our ability, subject to specified exceptions and qualifications set forth in the indenture, to incur liens on assets, engage in certain asset sales, including sale and leaseback transactions, and merge, consolidate, transfer or dispose of all or substantially all assets. The indenture further requires us to offer to repurchase the Senior Notes at a price equal to 100.0% of the principal amount thereof plus accrued and unpaid interest, in the event that the net cash proceeds of certain asset sales are not reinvested in acquisitions, capital expenditures, or used to repay or otherwise reduce specified indebtedness within a specified period, to the extent the remaining net proceeds exceed a specified amount.
Each holder of the Senior Notes may require us to repurchase some or all of the Senior Notes held by such holder for cash upon the occurrence of a defined "change of control" event. Our ability to redeem the Senior Notes prior to maturity is subject to certain conditions, including in certain cases the payment of make-whole amounts.
We applied a portion of the net proceeds from the sale of the Senior Notes to fund the redemption on June 12, 2025 of all of our outstanding 5.75% Senior Notes due 2026 (having an aggregate principal amount of $350 million) at a redemption price equal to 100% of the aggregate principal amount thereof, plus accrued but unpaid interest to, but not including, the redemption date.
At September 30, 2026, we were in compliance with all of the covenants of the indenture governing the Senior Notes.
Enpro's board of directors approved a two-year share repurchase authorization in October 2026, replacing the previous $50.0 million authorization that expired in October 2026. No shares have been purchased under the prior or current repurchase authorization. Under the replacement authorization, which, other than the expiration date, is identical to the prior authorization, the Company may repurchase up to $50.0 million of shares in both open market and privately negotiated transactions. The Company's management is authorized to determine the timing and amount of any such repurchases based on its evaluation of market conditions, capital alternatives, and other factors. Repurchases may also be made under Rule 10b5-1 plans, which could result in the repurchase of shares during periods when the Company otherwise would be precluded from doing so under insider trading laws.
Critical Accounting Estimates
Please refer to "Critical Accounting Estimates" in "Management's Discussion and Analysis of Financial Condition and Results of Operations" included in our annual report on Form 10-K for the fiscal year ended December 31, 2025, for a discussion of our critical accounting estimates, which is incorporated here by reference.
Contingencies
A description of our contingencies is included in Note 14 to the Consolidated Financial Statements in this report, which is incorporated herein by reference.
Reconciliations of Non-GAAP Financial Measures to the Comparable GAAP Measures
We believe that it would be helpful to the readers of the financial statements to understand the impact of certain selected items on our reported net income and diluted earnings per share, including items that may recur from time to time. The items adjusted for in these non-GAAP financial measures are those that are excluded by management in budgeting or projecting for performance in future periods, as they typically relate to events specific to the period in which they occur. Accordingly, these are some of the factors the company uses in internal evaluations of the overall performance of its businesses. In addition, management believes these non-GAAP financial measures are commonly used financial measures for investors to evaluate the company's operating performance and, when read in conjunction with the company's consolidated financial statements, present a useful tool to evaluate the company's ongoing operations and performance from period to period. Management acknowledges that there are many items that impact a company's reported results and the adjustments reflected in these non-GAAP financial measures are not intended to present all items that may have impacted these results. In addition, these non-GAAP measures are not necessarily comparable to similarly titled measures used by other companies.
A reconciliation of (i) net income to adjusted net income, including on a per share basis, and (ii) net income to adjusted EBITDA for the quarters and nine months ended September 30, 2026 and 2025 as set forth below.
Reconciliation of Net Income to Adjusted Net Income and Adjusted Diluted Earnings Per Share
| Quarters Ended September 30, | ||||||||||||||||||||||||||
| 2026 | 2025 | |||||||||||||||||||||||||
| (in millions, except per share amounts) | $ | Average common shares outstanding, diluted | Per Share | $ | Average common shares outstanding, diluted | Per Share | ||||||||||||||||||||
| Net income | $ | 40.3 | 21.4 | $ | 1.88 | $ | 21.6 | 21.3 | $ | 1.01 | ||||||||||||||||
| Income tax expense | 14.2 | 10.5 | ||||||||||||||||||||||||
| Income before income taxes | 54.5 | 32.1 | ||||||||||||||||||||||||
| Adjustments from selling, general, and administrative: | ||||||||||||||||||||||||||
| Acquisition expenses | 0.2 | 2.7 | ||||||||||||||||||||||||
| Amortization of acquisition-related intangible assets | 20.2 | 18.8 | ||||||||||||||||||||||||
| Adjustments from other operating expense and cost of sales: | ||||||||||||||||||||||||||
| Restructuring expense | 0.5 | 0.4 | ||||||||||||||||||||||||
| Adjustments from other non-operating expense: | ||||||||||||||||||||||||||
| Costs associated with previously disposed businesses | 0.7 | 1.6 | ||||||||||||||||||||||||
| Pension expense - non-service cost | 0.1 | 0.8 | ||||||||||||||||||||||||
|
Gain on pension settlement2
|
(0.3) | - | ||||||||||||||||||||||||
| Other adjustments: | ||||||||||||||||||||||||||
| Other | 0.1 | 0.1 | ||||||||||||||||||||||||
| Adjusted income before income taxes | 76.0 | 56.5 | ||||||||||||||||||||||||
| Adjusted income tax expense | (19.0) | (14.1) | ||||||||||||||||||||||||
| Adjusted net income | $ | 57.0 | 21.4 | $ | 2.66 | 3 | $ | 42.4 | 21.3 | $ | 1.99 | 3 | ||||||||||||||
| Nine Months Ended September 30, | ||||||||||||||||||||||||||
| 2026 | 2025 | |||||||||||||||||||||||||
| (in millions, except per share amounts) | $ | Average common shares outstanding, diluted | Per Share | $ | Average common shares outstanding, diluted | Per Share | ||||||||||||||||||||
| Net income | $ | 94.8 | 21.4 | $ | 4.44 | $ | 72.5 | 21.2 | $ | 3.41 | ||||||||||||||||
| Income tax expense | 26.4 | 27.4 | ||||||||||||||||||||||||
| Income before income taxes | 121.2 | 99.9 | ||||||||||||||||||||||||
| Adjustments from selling, general, and administrative: | ||||||||||||||||||||||||||
| Acquisition expenses | 1.6 | 3.2 | ||||||||||||||||||||||||
| Non-controlling interest compensation allocations | ||||||||||||||||||||||||||
| Amortization of acquisition-related intangible assets | 60.9 | 56.9 | ||||||||||||||||||||||||
| Adjustments from other operating expense and cost of sales: | ||||||||||||||||||||||||||
| Restructuring expense, net | 3.3 | 1.0 | ||||||||||||||||||||||||
| Amortization of the fair value adjustment to acquisition date inventory | 3.3 | - | ||||||||||||||||||||||||
| Adjustments from other non-operating expense: | ||||||||||||||||||||||||||
| Environmental reserve adjustment | 16.1 | (0.7) | ||||||||||||||||||||||||
| Costs associated with previously disposed businesses | 1.4 | 2.3 | ||||||||||||||||||||||||
| Pension expense - non-service cost | 0.4 | 2.4 | ||||||||||||||||||||||||
| Loss on extinguishment of debt | - | 1.7 | ||||||||||||||||||||||||
|
Reversal of an indemnification asset receivable1
|
0.9 | 0.5 | ||||||||||||||||||||||||
|
Gain on pension settlement2
|
(1.2) | - | ||||||||||||||||||||||||
| Other adjustments: | ||||||||||||||||||||||||||
| Other | 0.3 | 0.5 | ||||||||||||||||||||||||
| Adjusted income before income taxes | 208.2 | 167.7 | ||||||||||||||||||||||||
| Adjusted income tax expense | (52.0) | (41.9) | ||||||||||||||||||||||||
| Adjusted net income | $ | 156.2 | 21.4 | $ | 7.30 | 3 | $ | 125.8 | 21.2 | $ | 5.92 | 3 | ||||||||||||||
1In connection with an acquisition in 2019, we recognized a liability for uncertain tax positions and a related indemnification asset for the portion of that liability recoverable from the seller. We determined the statute of limitations expired on some of the uncertain tax positions in 2026 and, accordingly, removed a portion of the liability and receivable. The release of the related liability was recorded as part of our tax expense for the nine months ended September 30, 2026 and the reversal of the related receivable was recorded as an expense in other non-operating income (expense) on our consolidated statement of operations.
2The termination and settlement of the Company's U.S. defined benefit pension plan were substantially completed in the fourth quarter of 2025, resulting in the recognition of a non-cash settlement loss associated with actuarial losses previously deferred in accumulated other comprehensive income on our consolidated balance sheet. During 2026, the Company finalized the annuity purchase to terminate the plan and completed the pension trust settlement process, which resulted in the return of residual pension assets and excess trust funds to the Company. These transactions generated favorable adjustments that partially offset the settlement loss recognized in 2025.
3Adjusted diluted earnings per share.
The adjusted income tax expense presented above is calculated using a normalized company-wide effective tax rate excluding discrete items of 25.0%.
Reconciliation of Net Income to Adjusted EBITDA
| Quarters Ended | Nine Months Ended | ||||||||||||||||
| September 30, | September 30, | ||||||||||||||||
| (in millions) | 2026 | 2025 | 2026 | 2025 | |||||||||||||
| Net income | $ | 40.3 | $ | 21.6 | $ | 94.8 | $ | 72.5 | |||||||||
| Adjustments to arrive at earnings before interest, income taxes, depreciation, amortization, and other selected items (Adjusted EBITDA): | |||||||||||||||||
| Interest expense, net | 8.2 | 6.4 | 25.3 | 21.9 | |||||||||||||
| Income tax expense | 14.2 | 10.5 | 26.4 | 27.4 | |||||||||||||
| Depreciation and amortization expense | 27.3 | 25.2 | 82.0 | 75.6 | |||||||||||||
| Restructuring expense, net | 0.5 | 0.4 | 3.3 | 1.0 | |||||||||||||
| Environmental reserve adjustments | - | - | 16.1 | (0.7) | |||||||||||||
| Costs associated with previously disposed businesses | 0.7 | 1.6 | 1.4 | 2.3 | |||||||||||||
| Acquisition expenses | 0.2 | 2.7 | 1.6 | 3.2 | |||||||||||||
| Pension expense - non-service cost | 0.1 | 0.8 | 0.4 | 2.4 | |||||||||||||
| Amortization of the fair value adjustment to acquisition date inventory | - | - | 3.3 | - | |||||||||||||
| Loss on extinguishment of debt | - | - | - | 1.7 | |||||||||||||
|
Reversal of an indemnification asset receivable1
|
- | - | 0.9 | 0.5 | |||||||||||||
|
Gain on pension settlement2
|
(0.3) | - | (1.2) | - | |||||||||||||
| Other | 0.1 | 0.1 | 0.3 | 0.5 | |||||||||||||
| Adjusted EBITDA | $ | 91.3 | $ | 69.3 | $ | 254.6 | $ | 208.3 | |||||||||
Adjusted EBITDA as presented in the table above also represents the amount defined as "EBITDA" under the Indenture.
1In connection with an acquisition in 2019, we recognized a liability for uncertain tax positions and a related indemnification asset for the portion of that liability recoverable from the seller. We determined the statute of limitations expired on some of the uncertain tax positions in 2026 and, accordingly, removed a portion of the liability and receivable. The release of the related liability was recorded as part of our tax expense for the nine months ended September 30, 2026 and the reversal of the related receivable was recorded as an expense in other non-operating income (expense) on our consolidated statement of operations.
2The termination and settlement of the Company's U.S. defined benefit pension plan were substantially completed in the fourth quarter of 2025, resulting in the recognition of a non-cash settlement loss associated with actuarial losses previously deferred in accumulated other comprehensive income on our consolidated balance sheet. During 2026, the Company finalized the annuity purchase to terminate the plan and completed the pension trust settlement process, which resulted in the return of residual pension assets and excess trust funds to the Company. These transactions generated favorable adjustments that partially offset the settlement loss recognized in 2025.
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