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spk09: Hello, and welcome to the Enpro Industries Third Quarter Earnings Review and Strategic Acquisition of NextEdge. At this time, all participants are in listen-only mode. A question-and-answer session will follow the formal presentation. As a reminder, this conference is being recorded. It's now my pleasure to turn the call over to James Gentile, Vice President, Investor Relations. Please go ahead.
spk02: Thank you, Kevin. Good morning, and welcome to Enpro's Third Quarter Earnings Conference Call and Review of the Strategic Acquisition of NextEdge. I'll remind you that our call is being webcast at mproindustries.com, where you can find the presentation that accompanies this call. With me today is Eric Valencourt, our interim president and CEO, and Milt Childress, executive vice president and CFO. Before we begin today's discussion, a friendly reminder that we'll be making forward-looking statements on this call that are not historical facts and are considered forward-looking in nature. These statements involve a number of risks and uncertainties, including the impacts from the COVID-19 pandemic and related governmental responses and their impact on the general economy, as well as other risks and uncertainties that are described in our filings with the SEC, including our most recent Form 10-K and Form 10-Q. Also during this 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. We do not undertake any obligation to update these forward-looking statements. Also note that during this call we will be providing full-year guidance which excludes changes in the number of shares outstanding, impacts from future acquisitions, dispositions, and related transaction costs, the impact of any pending or potential labor disputes, restructuring costs 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 impacts from further spread of COVID-19 and environmental and litigation charges. And now I'll turn the call over to Eric. Eric?
spk00: Thanks, James, and good morning, everyone. Thank you for joining us today. With the COVID-19 pandemic remaining top of mind for our colleagues and stakeholders around the world, we hope that you and your families remain safe and healthy. We certainly accomplished a lot this quarter. Our teams remain focused on our commercial and strategic objectives, and with the volatility of supply chains and COVID-19, I would like to take the opportunity to thank each of you for your hard work every day to make Encro an incredibly special place to work. These are exciting times for our company. In our addition to our third quarter results, we are excited to announce today that we reached an agreement to acquire NexEdge, which will significantly expand our solutions offerings in the semiconductor industry. We will cover that news in a few minutes, but first I'd like to touch briefly on our third quarter highlights. We delivered another strong quarter in Q3, with sales increasing approximately 16% organically and adjusted EBITDA margin expanding 250 basis points. As Milt will describe in greater detail shortly, performance in the ceiling technologies and advanced surface technology segments were the primary drivers of these results. Tightened collaboration among our supply chain, manufacturing, and commercial teams over the past year has been foundational to our strong year-over-year earnings growth. We have held supply chain disruptions to a minimum and successfully managed supply shortages, material cost increases, and pricing initiatives. The global supply chain pressures will likely continue for some time, and we will remain vigilant in working with our suppliers and delivering on customer needs. Results for the quarter and year to date also reflect the positive effects of our portfolio reshaping and growth initiatives. During the quarter, we announced additional moves that enhance our overall portfolio of businesses. On September 3rd, we announced the divestiture of our polymer components business, continuing our efforts to optimize the sealing technology segment. Following quarter close, we announced agreement to sell Compressor Products International business marking another meaningful step in our company's evolution, which will significantly reduce our exposure to the oil and gas market. And today, the announcement of the agreement to acquire NexEdge is yet another significant step in our transformational journey. I will hand the call over to Milt for other highlights on the quarter, following which we will come back to today's announced acquisition.
spk06: Thanks, Eric. As Eric mentioned, we have another strong quarter. positive momentum across most major end markets, as well as the addition of Alexa, contributed to top-line results, partially offset by the reduction in sales due to last year's divestitures and weakness in power generation, oil and gas, and automotive markets. As reported, sales of $283.1 million in the third quarter increased 5.5% year-over-year. As Eric noted, organic sales for the quarter increased about 16% compared to the third quarter of 2020. Gross profit margin of 38.7% increased 350 basis points versus the prior year period. The increase was driven primarily by strong organic sales growth, increased pricing, the benefit of divesting lower margin businesses, and the addition of Alexa, partially offset by increased raw material costs. Adjusted EBITDA of $51.5 million increased 22.3% over the prior year period, as a result of operating leverage on organic sales growth. The benefit of reshaping actions completed in 2020, including the addition of Alexa and pricing initiatives, partially offset by increased raw material costs. Adjusted EBITDA margin of 18.2% expanded approximately 250 basis points compared to the third quarter of 2020. Corporate expenses of 11.6 million in the third quarter were essentially flat from a year ago. Adjusted deleted earnings per share of $1.40 increased 39% compared to the prior year period. As noted during prior calls, during the fourth quarter of 2020, we changed our adjusted EPS from the previous presentation of this non-GAAP measure to one that excludes after-tax acquisition-related intangible amortization. Amortization of acquisition-related intangible assets in the third quarter was $11.2 million compared to $9 million in the prior year. reflecting the addition of Alexa. As a reminder, our estimated normalized tax rate used in determining adjusted EPS is 30%. Moving to a discussion of segment performance, ceiling technology sales of $146.9 million decreased 6.9% due to the impact of divestitures in 2020. Excluding the impact of point exchange, translation, and divested businesses, sales increased 15.7%, driven by strong demand in the petrochemical, heavy-duty truck, food and pharma, and general industrial markets, partially offset by tepid aerospace and power generation markets. For the third quarter, adjusted segment EBITDA increased 7.8% to $34.5 million, and adjusted segment EBITDA margin expanded 320 basis points to 23.5%. The margin expansion was driven primarily by operating leverage on volume growth, portfolio reshaping, and select pricing initiatives, partially offset by increased material costs and SG&A expenses. Excluding the impact of favorable foreign exchange translation and divestitures, adjusted segment EBITDA increased 26.5 percent compared to the prior year period. Turning now to our advanced surface technology segment. Third quarter sales of $64.3 million increased 44.2%, driven by continued strong demand in the semiconductor market and the addition of Alexa. Excluding the impact of foreign exchange translation and the Alexa acquisition, sales increased 23.6% versus the prior year period. For the third quarter, adjusted segment EBITDA increased 44.8% to $19.4 million, and adjusted segment EBITDA margin of 30.2% was relatively flat compared to a year ago. Excluding the impact of Alexa and a foreign exchange translation, adjusted segment EBITDA increased 8.2%, reflecting transactional foreign exchange headwinds and startup costs of the new facility in Taiwan to support strong lean tech growth. Just as a reminder, lean tech acquired in the fourth quarter of 2019 is a leading provider of highly differentiated cleaning, coating, and related solutions, supporting the most advanced technology nodes within the semiconductor industry. Sequentially, adjusted EBITDA margins improved 380 basis points in the quarter. More broadly, across the entire AST segment, we expect sustained organic revenue growth and strong profitability over the long term. As Eric noted, we'll talk more in a moment about the exciting opportunity announced this morning to expand this part of our business. In engineered materials, third quarter sales of $73.8 million increased 9% compared to the prior year, driven primarily by sales in general industrial markets, partially offset by sales in power generation, oil and gas, and automotive markets. Excluding the impact of point exchange translation and last year's divestiture of GDB's bushing block business, Sales for the quarter increased 11%. Third quarter adjusted segment EBITDA increased 11.4% over the prior year period to $8.8 million. And adjusted segment EBITDA margin was relatively flat year over year. The year over year increase in EBITDA was partially the result of operating losses incurred in the prior year related to the divested pushing block business. Excluding the impact of foreign exchange translation and the impact of the Bush and Black divestiture, adjusted EBITDA was relatively flat compared to the prior year period, reflecting material cost headwinds and higher SG&A that offset the benefit of higher volumes and pricing initiatives. Now to turn into the balance sheet and cash flow. We ended the quarter with cash of $330 million and full availability of our $400 million revolver, less $12 million in outstanding letters of credit. At the end of September, our net debt to adjusted EBITDA was approximately 0.8 times, a sequential decline from the 1.1 times reported at the end of the second quarter. We'll talk momentarily about the anticipated impact of today's announced acquisition on leverage. Free cash flow for the first nine months of 2021 was $84 million, up from $37 million in the prior year, driven primarily by higher operating profits, offset by working capital investments supporting higher sales. And during the third quarter, we paid a 27 cents per share quarterly dividend. For the first nine months of the year, dividend payments totaled $16.8 million, a 3.7% increase versus the prior year. Before moving to guidance, I'd like to mention a few additional items, including events subsequent to quarter end. First, we increased our environmental reserve for the Passaic River site by $4.5 million. in response to estimated remedial costs and ongoing settlement negotiations with the United States EPA, bringing our total reserve for this legacy environmental liability to $5.4 million at the end of the third quarter. These negotiations bring us one step closer to resolving this legacy liability. Second, subsequent to quarter end, we received a tax refund from the Internal Revenue Service for $26 million in conjunction with several years of audits preceding the 2017 completion of the ACRP process. And finally, as previously noted, we signed an agreement to sell CPI for a price of $195 million with estimated after-tax proceeds of approximately $175 million in conjunction with the sale, which is expected to close by the end of the first quarter of next year. Moving on to slide 11 in our 2021 guidance. In light of the divestiture of our polymer components business, we are adjusting our sales guidance to be in the range of $1.085 billion to $1.12 billion, and our 2021 adjusted EBITDA range to $202 million to $208 million. The only changes to prior guidance are a tightening of the range on the low end and exclusion of earnings from polymer components on the high end of guidance. That was the business that we sold in September. We expected adjusted or we expect adjusted diluted earnings per share from continuing operations to be in the range of $5.35 to $5.55, up slightly at the midpoint from the range of $5.16 to $5.50 provided last quarter. Our guidance assumes depreciation and amortization expense, excluding amortization of acquisition-related intangible assets, in the range of $28 million to $30 million, and that interest expense of $13 million to $15 million. Now I'll hand the call back to Eric to discuss the acquisition of NextEdge.
spk00: Thanks, Milt. As you have seen, this morning we announced that Enpro has entered into a definitive agreement to acquire NextEdge from Tribe Capital. Next Edge is an advanced manufacturing, cleaning, coating, and refurbishment business focused on the semiconductor value chain. This is an exciting acquisition of a highly complementary business that we believe will be transformative to our AST segment and deliver compelling strategic and financial benefits for EnPro and the customers we serve. It also marks a significant next step in our ongoing portfolio reshaping strategy. Before getting into more specifics on NextEdge, I'd like to remind everyone of our strategy as outlined during our May investor day and in subsequent communications. Since 2018, we have been executing on a transformative strategy to reshape our portfolio. These actions have strengthened profitability and enhanced growth through a focus on high margin technology related businesses, which possess stronger and more consistent cash flow operating in faster growth markets. We are executing this strategy through divestitures of non-core businesses and product lines, as well as strategic acquisitions of high-growth, high-margin businesses that meet our M&A criteria. You have seen evidence of this strategy in the acquisitions of Aseptic, LeanTech, and Alexa, and through a number of divestitures completed over the past three years. This morning's announcement This morning's announced agreement with NextEdge and the recently announced sale of our compressor products international business represent another large step forward in our strategy. Let's turn to slide 14 for a closer look at NextEdge. Based in Boise, Idaho, NextEdge serves the semiconductor supply chain from six main facilities located in Idaho and California. The company is expected to generate sales in EBITDA in 2021 of approximately $190 million and $70 million, respectively. We've long admired NextEdge and its management team and are very familiar with their business. With vertically integrated capabilities across the semiconductor value chain, including a robust aftermarket business, NextEdge will broaden our solutions portfolio. In addition, NextEdge will bring AST more opportunities to earn process of record qualifications with key customers. Next Edge is highly complementary with Enpro's existing semiconductor business, and upon closing, will become part of our AST segment. The combined business will have enhanced capabilities across the semiconductor value chain, with significantly expanded customer relationships and new high-margin revenue streams. Beyond the compatibility of our businesses, we've been drawn from the start to Next Edge's experienced leadership and our talented employee base. Jackson Chow has been a driving force in building NexEdge into the highly profitable, high-growth company that it is today, and we're excited for him to continue leading NexEdge as part of EnPro. We believe NexEdge's culture aligns closely with ours, including a shared focus on values of safety, excellence, and respect, which we believe will support a smooth transition and integration. We're excited by the prospect of combining complementary products, technical capabilities, customer bases, and teams, making the combined company stronger and better positioned for long-term profitable growth while offering customers differentiated products and solutions. Turning to slide 50, as we outlined at our investor day, we have put in place and adhere to a rigorous set of criteria for screening acquisitions, including thoughtful strategic filters and financial criteria. We are focused on businesses with growing addressable markets that benefit from secular growth trends. We look for businesses with recurring revenue streams as it relates to the organizational profile, talent is critical, and we look for experienced management teams and engaged employees, just as we found at Alexa and LeanTech. Finally, we look for EBITDA margins and cash flow return on investment greater than 20%. In NextEdge, we found a business that checks all of these boxes. The combination is expected to significantly enhance the scale and breadth of EnPro's offerings across the semiconductor value chain at a time when the entire industry is being driven by powerful secular trends, some of which I'll review on the following slides. From a services standpoint, NextEdge brings to EnPro highly complementary and differentiated capabilities across the semiconductor value chain. From an advanced manufacturing through cleaning, coating, refurbishment, replacements, and new components. I want to highlight coatings in particular, which together with related proprietary material science is a linchpin of our overall semiconductor strategy. Advanced coatings are increasingly critical to the semiconductor production process, increasing production yields, especially for the advanced nodes. We believe that NextEdge's high-performance proprietary coatings and materials will be a key differentiator for ENGRO as a supplier in the semiconductor industry. NextEdge's facilities are all located domestically, which will position us to support IDM expansion and semiconductor supply chain development in the U.S. NextEdge has long-term, strong relationships with top-tier global IDMs and OEMs that will provide meaningful customer engagement and geographic diversification while driving higher margin growth, including an expanded aftermarket mix. As shown on slide 16, the NextEdge combination with Encro will expand our geographic footprint. With facilities in Idaho and California, we expect to add significant value to our global IDM customers who are expanding capacity in the United States and developing new domestic supply chains. Reducing lead times and expanding our product and service portfolio in the U.S. is timely. NextEdge's high degree of aftermarket exposure will increase recurring revenue mix which remains a core component of our strategy. The combination of NextEdge with the existing AST businesses would result in aftermarket recurring revenue increasing from 35% to 44% of 2020 pro forma AST sales. Moreover, NextEdge's focus on full lifecycle management, vertically integrated model, and superior surface coating technology provides revenue visibility over a long-term horizon. We expect this combination to deliver long-term revenue growth expand capabilities within AST, and strengthen customer relationships. Turning to slide 17, we expect AST will benefit from NextEdge's integrated design, build, and vertical integration strategy, which is a major advantage in reducing lead times and improving quality control traceability. With its vertical integration and broad scope of solutions, NextEdge has the unique capability to provide customers with improved supply chain efficiency while providing compelling product, cleaning, coating, and refurbishment solutions all along the semiconductor value chain. Further, AST will benefit from NexEdge's differentiated coating capabilities. NexEdge is a leader in advanced plasma spray coatings, while Teknetic, Semi, and Alexa offer high-density physical vapor deposition-like coatings. Combining these differentiated capabilities will enable a combined entity to serve a wide range of leading-edge semiconductor applications. Together, NexEdge and EnPro will touch many steps of the PARP lifecycle, from the initial design and engineering to recoding and reconditioning. NexEdge's vertical integration strategy for next generation products will create a greater installed base for our cleaning, coating, and refurbishment capabilities globally, increasing process of record, stickiness, and resulting in growing aftermarket opportunities through the lifecycle. As the installed base of advanced manufacturing equipment grows, our service annuity escalates. Further, as semiconductor production becomes more advanced, particularly at the sub-14 nanometer nodes, chamber components require more frequent maintenance. Looking at slides 20 and 21, as most of you know well, consumer trends in increased computing power in the semiconductor industry are creating powerful secular tailwinds. including growth in data management, 5G networks, Internet of Things, and machine learning, as well as the expansion of the use of semiconductors from consumer and auto electronics into numerous business sectors. Most semiconductor devices are manufactured on silicone wafers, and annual wafer starts are a good indicator for predicting the volume level at which semiconductor fabs are running and the corresponding aftermarket opportunities that are generated to support the fabs. As the chart on slide 20 shows, for the last two decades, wafer starts have been steadily growing. The demand for refurbished and aftermarket components is directly tied to growth and ongoing capacity utilization at semiconductor fabs, which is driven by the growing demand for integrated circuits. Next Edge's aftermarket business directly correlates to wafer starts and makes us less sensitive to capital equipment cycles. With NexEdge, we will be able to expand AST's participation to other areas of the processing chambers. These in-chamber products go through regular preventative maintenance cycles to ensure the fab yields meet expectations. NexEdge's capabilities provide new components, replacement parts, and refurbishment of worn parts throughout the equipment lifecycle. Once combined, NextEdge and EnPro will be well positioned in the regions where semiconductor capacity expansions and capital expending is expected to accelerate. Capacity expansions planned in coming years around the world, as depicted in slide 21, show a consistent capital spending environment, which will favor the complementary nature of the combination with NextEdge and EnPro. In addition to adding more products inside the chamber, Our combined positioning in the Americas and Taiwan positions us in regions where spending is expected to accelerate. This not only helps our OEM business, but drives longer-term recurring revenue opportunities for replacement parts in cleaning, coating, and refurbishment services. Advanced semiconductor manufacturing is returning to the U.S. and domestic fabs and IDMs will create incremental step-change revenue opportunities for capital equipment and subsequently drive demand for U.S.-based component manufacturers and cleaning, coating, and refurbishment service providers. TSMC, Intel, and Samsung have all announced major expansions in the U.S. focused on leading-edge chip nodes sub-14 nanometer. NextEdge's capabilities in domestic locations will position our AST segment to capitalize on ongoing IDM expansion and semiconductor supply chain development domestically. With that, let me turn the call back to Milt to review the financial details of the transaction and the combination in more detail. Milt?
spk06: Great. Thanks, Eric. Under the terms of the agreement announced today, MPRO will acquire NextEdge from Tribe Capital for $850 million in cash. subject to limited closing adjustments, including working capital. We expect to fund the purchase with a combination of cash, borrowings from our revolving credit facility, and additional term loan debt provided by our bank group. The transaction is expected to close by the end of the year following regulatory approvals. As Eric mentioned, NextEdge expects to generate sales in adjusted EBITDA in 2021 of approximately $190 million and $70 million, respectively. Based on global semiconductor benchmarks, the announced expansion of wafer production in the US, and the capabilities of NextEdge combined with those of our AST business, we anticipate NextEdge's annual revenue growth over the next five years, on average, to be in the high single digit, low double digit range. At current interest rates, we expect NextEdge to contribute approximately $1.70 in adjusted diluted earnings per share in 2022. which represents approximately 30% above the midpoint of our 2021 guidance range. As Eric noted, NextEdge will continue to be led by current CEO Jackson Chow and will become part of our Advanced Service Technologies segment. The addition of NextEdge continues the migration of in-pros in-market exposure toward faster-growing markets, including semiconductor. As you can see on slide 25, on a pro forma basis, including the impact of the announced Next Edge acquisition and the CPI divestiture, semi-sales would represent about a third of our total sales, with noticeable drops since 2018 in heavy-duty trucking and oil and gas. Slide 26 provides multi-year trends for sales, adjusted EBITDA, and adjusted EBITDA margin, which reflect the results of our performance and portfolio reshaping. 2019 and 2020 are as reported. 2021 is based on the midpoint of current guidance, and 2021 pro forma shows the midpoint of guidance adjusted to reflect NextEdge, CPI, and Polymer components as if those transactions occurred at the beginning of the year. Of note, 2021 pro forma adjusted EBITDA margins are 700 basis points above 2019 margins and with 240 basis points of that improvement attributable to the impact of this year's completed and announced transactions. Looking at the balance sheet, upon completion of the next stage acquisition, we anticipate net leverage of approximately 3.7 times adjusted EBITDA. Proceeds from the sale of CPI will lower our leverage ratio to about 3.3 times. Over time, through operating cash flow and possible further portfolio optimization, we expect to bring our leverage ratio back to a target of around two times. Now I'll pass the call back to Eric for closing comments.
spk00: Thanks, Milt. Before we open it up for questions, I'd like to thank the entire NPRO team for delivering strong third quarter results, which yet again demonstrate the benefits of our clear and consistent strategy, the sustained benefits of our ongoing portfolio reshaping actions, and our intention to continue investing in growth opportunities. We expect this momentum to continue as we focus on driving commercial and operational excellence throughout the company. Our team also helped put us in a position to announce this exciting transaction with NexEdge. We're focused on completing the transaction before the end of the year and beginning the integration planning process so we can hit the ground running upon close. We're very excited about welcoming everyone at NexEdge to the Enpro team and look forward to realizing the value of this combination. This is the right deal at the right time with the right company with the right leadership for Enpro in a growing market that expects to exceed a trillion dollars by 2030. We're really excited about the combination. With that, we'll open it up to the operator. Thank you.
spk09: Thank you. And I'll be conducting a question and answer session. If you'd like to be placed into question queue, please press star 1 on your telephone keypad. A confirmation tone will indicate your line is in the question queue. You may press star two if you'd like to remove your question from the queue. For participants using speaker equipment, it may be necessary to pick up your handset before pressing star one. One moment, please, while we poll for questions. Our first question today is coming from Jeff Hammond from KeyBank Capital Markets. Your line is now live.
spk08: Hi, good morning, guys. Good morning, Jeff. Good morning, Jeff. Congrats on the deal and certainly managing a challenging supply chain environment. Just want to, great color on this deal. Just some questions around it. One, what's the interest cost you're assuming around the deal? Kind of give us the, I think you gave us forward growth rates, but what's the historical long-term growth rate for NextEdge? And then just trying to understand a little bit better the fit between lean tech and NextEdge.
spk06: Okay, hey Jeff, I'll take the first part and then I'll pass it to Eric to comment more on the fit. Our financing, as I noted on the call in our prepared remarks, we're financing partially with cash, partially with draw on our revolver, and then partially through some new bank debt, all raised within our bank group. And it'll be variable rate debt. The same pricing grid, nothing changes in our pricing grid because of the leverage. the rates will go up a little bit, but basically LIBOR plus 175 to give you an idea of what our costs will be on the incremental debt. And in terms of growth rate, yeah, I mentioned that we expect on average over the next five years for NextEdge to grow, and you can interpret that as both sales and EBITDA, but to grow at high single digit, low double digit rates. You know, some of it's going to depend on how quickly things develop in the U.S. with the development of the supply chain to support new fabrication of chips here in the U.S. So there's some upside to that depending on how things develop, but that's how we're planning our business and planning around this acquisition.
spk00: Hey, Jeff. Eric, in regards to LeanTech, it does a few very important things for us. First off, it expands our customer base. Secondly, geographic footprint. NextEdge very much needs to be in Asia, and it helps us very much domestically with all the investment going on in the U.S. So it helps us with some of those two things. In addition, the technology is similar, very complementary, and their processes are slightly different than ours and open up different opportunities for us. So it expands the amount of products we can serve inside the chamber. It expands our recurring revenue there, increases our aftermarket exposure, widens our customer base, widens the geographic footprint. All in all, it's just a home run job.
spk08: That's great color, Eric. I appreciate that. Just going back to the base, obviously a lot of discussion around supply chain. Just wondering where you're seeing the biggest pinch points, which businesses seem most impacted, and if you've seen kind of any you know, sales deferrals as a result of some of the noise here.
spk06: Yeah, and Jeff, you're referring to engineer materials or just more broadly?
spk08: Just broadly, yeah, unless that's where it's mostly focused.
spk06: Yeah, well, let's start there with engineer materials. That's the segment where we're seeing the most headwinds. from the supply chain, from shortages, from customer slowdown due to supply chain shortages. And it's particularly pronounced in our bearings business. As you know, automotive accounts for a significant portion of the revenue in that business. And automotive production has been down because of the chip shortage. And so we're responding to that. So that was a significant factor for us in the third quarter in that segment. Oil and gas through much of the segment, too, was not really vibrant. Obviously, it's making a little bit of a push now as oil and gas prices have been rising. But that was relatively flat to down a bit year over year. So all in all, we saw the most pressure in the quarter in engineered materials.
spk00: There's also some tech ones in the heavy-duty trucking business as well.
spk08: So it sounds like it's primarily the auto truck markets that seem to be having these production cutbacks versus you being able to get supply or materially added costs around your supply chain.
spk06: Yeah, it's fighting fires every day. Eric can speak more to that, but we've been doing it successfully thanks to our team.
spk00: It is fighting fires every day. We've been doing it through a combination of surcharges and price increases and being very agile. We meet weekly and we focus on pricing weekly. It is a challenge in this environment. I keep describing it as whack-a-mole because every day there's a new issue, but our team has been very good this year at capturing value throughout the issues. And so we've been able to fight most of it off.
spk08: Okay, great. I'll get back in queue. Thanks.
spk09: Thank you. Our next question today is coming from Ian Zafino from Oppenheimer. Your line is now live.
spk04: Hi, great. Thank you very much. How are you guys?
spk06: Yeah, good morning, Ian. Good morning.
spk04: Good morning. A couple questions here. Just first one's building on the last question. Can you actually give us a price cost gap, what you faced in the quarter, and maybe what we should expect on kind of a run rate basis?
spk06: Yeah. Overall, if you look at the total company, we were above water. Our head was above water on price and cost. It did vary by business, by segment, and as I mentioned earlier, we've had the most pressure in the engineered materials segment, and so we were a little bit underwater there. But overall, on a net basis, we were up a few million dollars on the trade between price and material costs. We were a little bit underwater, as I mentioned, in engineered materials. As Eric mentioned, we've had some pressure in our heavy-duty truck business. But overall, in the ceiling segment, we did fine. We did well, actually, given the performance at Garlock in technetics ceiling.
spk00: Biggest difference is the amount of raw materials in the engineer materials businesses versus the ceiling technology segment. So we look at the percentage of material cost has much greater impact.
spk04: Okay, and that's a safe assumption to make going forward as well, that you'll be above water?
spk06: Well, you know, supply chain has gotten more tricky, and I think you've probably read that and you've heard that from other companies. And so, you know, we're not declaring victory yet, that we haven't totally wrestled to the ground. But what we are confident in is that our teams, our supply chain teams, our commercial teams, are well-coordinated. And we're doing the good work to stay ahead of the curve with timely price increases where appropriate, surcharges, as Eric mentioned, and reacting based on what happens.
spk04: Perfect. And next, Ed, just help us understand how you found that deal. Was it auction? Was it something that you had a close relationship with the owner? How did that go about?
spk00: I would say it's a close relationship with the owner. We've had a relationship with Jackson Chow going back to 2014. This is a company we long admired. We often talk about being a disciplined investor. When you look at the acquisitions we've done recently, the septic group we had over a five-year relationship with, rubber fab we had six to seven-year relationship with, and going back with Jackson Chow now, seven years. So this is a company we've been following for a long time and admiring and trying to find the right deal at the right time at the right place. And with the semiconductor industry moving back to the U.S., this is perfect timing. And it's a great company, a great leadership team, and we're really happy to have them as part of the Enpro family.
spk04: Okay, and then just one last question if I could sneak it in. These numbers that you gave us for next year, Is that assuming any cost outs, or is there none, or how do we think about that as well?
spk06: No, this isn't a deal where we'll find we're not acquiring it and baking in any cost synergies, so it's mostly going to be the commercial benefits that Eric has talked to. And this is pretty much our expectations for what they will contribute on a standalone basis to us.
spk04: Okay, perfect. Thank you very much.
spk09: Thank you. As a reminder, it's star one to be placed in the question queue. Our next question today is coming from Steve Ferrazani from Sedoti. Your line is now live.
spk05: Good morning, everyone. I did want to follow up some of the questions surrounding supply chain and just as you noted going through earnings season, how many companies that weren't seeing slowdowns previously now are. When you're thinking about guidance and probably what you've already seen, particularly on the engineered material side, have you seen any meaningful slowdown beyond automotive that would make you be a little more cautious?
spk06: It's primarily automotive when you look at engineered materials, Eric.
spk00: All of our businesses have had backlogs growing, and that continues. If you look at the fourth quarter, our backlogs continue to grow, so I don't see any slowing We could be growing faster, I would say that, but no, it hasn't harmed us other than automotive.
spk05: When I think about the significant transformation efforts this quarter, obviously there was a lot of caution going back a quarter given the sudden leadership change. If you could sort of walk us through, and you had said this on the last quarter, that it wouldn't slow things down. but obviously there were some concerns. Can you just walk us through just the transformation efforts, even as you went through the leadership change?
spk00: I can speak to it first, and then I'll let Milt jump in. Yeah, we operate with the Enbro EEC Council, so the Enbro Leadership Executive Council, and have operated that way for now going back at least 10 years. And so the leadership team is where strategy is created and then executed in the divisions. So this is just an ongoing part of our strategy that's been evolving over a number of years through three CEO successions, and hopefully I'll be the next. So it is just a continuation. This is plug and play. This isn't a start and stop. So it's very easy to continue. And as you can tell, these things were underway, and the next edge was actually initiated a long time ago.
spk06: And the other thing else I would add, Steve, is Next Edge is the result of our executing our strategy, as Eric has described.
spk05: Any update on the timing of the CEO announcement?
spk06: Let me take that one. Yeah, let me take that. Eric is our CEO. We have a terrific leadership team, as he talked about, and with really strong business leaders, and a strategy that we're executing to. So the board is proceeding as it plans with its fiduciary obligation and taking the final decision seriously, but I think I can speak for the board in saying that they have total confidence in our existing team.
spk05: And then just in terms of segment reporting with CPI soon to be exited, do you expect to report GGB standalone as the third segment?
spk06: Yes, we will still have engineering materials, which will be GGB primarily.
spk05: Yes. And you sort of alluded to ongoing portfolio optimization efforts. Any thoughts on long-term of GGB?
spk06: Well, I just mentioned possible further portfolio optimization. It could come from product lines and other moves. So, really, there are no decisions that have been made there. Just noting that that it's possible in the future that some of that continues.
spk05: Male Speaker 1 Thanks so much, everyone.
spk09: Thank you. Our next question today is coming from Justin Begner from Gabelli-Punger Line. He's now live.
spk07: Justin Begner Good morning, Eric. Good morning, Milt.
spk09: Milt Meyers Good morning.
spk06: Milt Meyers Hey, Justin. Justin Begner Hey, Justin.
spk07: Milt Meyers Congratulations on the announced deal. Justin Begner Thank you. Milt Meyers Thank you. Justin Begner A handful of questions. I'll start with NX Edge. Just sort of three quick questions there. Are there any sales outside of the semiconductor vertical would be the first. The second would be why does this transaction not have a rollover equity component? And then I guess the third would be sort of what do you see As the major risk, I realize there are a lot of positives with the deal, but it's always good for investors and analysts to know about the risks that you've considered.
spk06: The answer to the first question is no. The revenue base of the company is all focused on the semiconductor industry. So that was question number one, I believe.
spk00: The answer to question number two is Jackson Chow has decided to take $10 million from his proceeds and invest it in Enbro stock. So Enpro, Jackson's a believer in our strategy as well and wants to share in the potential that we realize for the next few years. So Jackson will be one of the Enpro shareholders, and we're excited to have him as part of the family. And I don't remember your third question. I'm sorry.
spk07: The third question was just about general risks that you perceive to this deal. I mean, I understand there are a lot of positives, and you've highlighted them, but what were the sort of risks that you consider and will, you know, stay abreast of as you move forward and close and integrate?
spk06: Well, you know, there are just general risks that you have with a lot of businesses. You know, there is some customer concentration. That's the nature of competing in the semiconductor industry. We have, you know, capacity expansion that's planned for the United States to support what's happening here. And so we know we're going to have some investments to make. I mean, that's a good problem to have. I guess you could call it it's a risk in a sense because, you know, it's – unknown exactly how it's going to play out, but we're already working on that. We're working on that before the acquisition of NexEdge, and the addition of NexEdge actually makes that probably less risky than if we were going without NexEdge, just because of their strength and capability in the U.S. So I'm not sure I would, you know, are there any other risks that I would highlight, Eric?
spk00: Just timing. I think the biggest risk is the until Samsung, their investment gets delayed or takes longer than we think. But that would be in the out years. So that would be, you know, years 24, 25, something like that. But I absolutely don't see risk in the long-term semiconductor strategy in the U.S.
spk07: Okay, great. That's very helpful. It's just always good to know the other side of the equation. And then in regards to the results and guidance, so, I mean, would the guidance essentially have kept the high end on the adjusted EBITDA if not for the polymer components divestiture? It seems like the answer is yes, but just to confirm that. And then the second thing is, you know, if the sales guide is increasing and it looks like it's increasing about 10 million, the midpoint and absorbing, you know, 10 million plus of the divested sales, why isn't the EBITDA guide going higher? Is that because... You know, there are some supply chain headwinds offsetting the better sales pace or what is constraining the adjustity.
spk06: Yeah, it's a little bit more granular to answer the question. We have to look business by business, but I think some of it is what you described. Some of it is we're anticipating higher SG&A costs as we're turning a little bit more to normal. Now, that's all in advance. of supporting additional future growth, obviously, because we spend SG&A and we travel and we meet with customers for a reason. So some of that is baked into our outlook for the fourth quarter and therefore our revised guidance for the year.
spk07: Okay, great. And it would have clipped the high end of the EBITDA range would have stayed the same without the Palmer.
spk06: Correct. When I say revised, you're right. It remains unchanged at the high end except for the divestiture of polymer components, which I think you and our investors understand.
spk07: Okay. And just lastly on the higher sales guide but sort of unchanged EBITDA guide at the high end, you mentioned some higher SGAs. Is there also an element that part of the higher sales guide is just sort of passing through higher input costs and it's not really volume driven? Okay.
spk06: That's correct. And some of the surcharges that Eric talked about as well.
spk07: Okay, great. Thanks for taking all the questions. Thank you.
spk09: Thank you. We reached the end of our question and answer session. I'd like to turn the floor back over to James for any further or closing comments.
spk03: Thank you very much, everyone. That concludes our conference call this morning. Talk soon.
spk09: Thank you. That does conclude today's teleconference webcast. You may disconnect your line at this time and have a wonderful day. We thank you for your participation today.
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