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8-K - 8-K - ENPRO INDUSTRIES, INCform8-kxformx8x1x13.htm
EX-99.1 - EXHIBIT 99.1 - ENPRO INDUSTRIES, INCa8-kearningsrelease.htm


EnPro Industries, Inc.

Consolidated Statements of Operations (Unaudited)

For the Quarters and Six Months Ended June 30, 2013 and 2012
(Stated in Millions of Dollars, Except Per Share Data)

 
 
Quarters Ended
Six Months Ended
 
 
June 30, 2013

June 30, 2012

June 30, 2013

June 30, 2012

Net sales
 
$
305.8

$
301.7

$
592.7

613.2

Cost of sales
 
196.6

198.7

389.3

403.0

Gross profit
 
109.2

103.0

203.4

210.2

Operating expenses:
 
 
 
 
 
Selling, general and administrative
 
75.6

75.8

148.2

149.3

Other
 
2.8

0.8

3.7

2.3

Total operating expenses
 
78.4

76.6

151.9

151.6

Operating income
 
30.8

26.4

51.5

58.6

Interest expense
 
(11.3
)
(10.9
)
(22.4
)
(21.6
)
Interest income
 
0.3

0.1

0.4

0.2

Other expense
 
(6.3
)
(0.5
)
(6.3
)
(0.5
)
Income before income taxes
 
13.5

15.1

23.2

36.7

Income tax expense
 
(5.5
)
(4.9
)
(6.6
)
(12.7
)
Net income
 
$
8.0

$
10.2

16.6

$
24.0

Basic earnings per share
 
$
0.39

$
0.50

$
0.80

$
1.16

Average common shares outstanding (millions)
 
20.7

20.7

20.7

20.6

Diluted earnings per share
 
$
0.35

$
0.47

$
0.74

$
1.11

Average common shares outstanding (millions)
 
22.5

21.8

22.4

21.6










6



EnPro Industries, Inc.

Consolidated Statements of Cash Flows (Unaudited)

For the Six Months Ended June 30, 2013 and 2012
(Stated in Millions of Dollars)

 
 
2013
2012
Operating activities
 
 
 
Net income
 
$
16.6

$
24.0

Adjustments to reconcile net income to net cash provided by operating activities:
 
 
 
Depreciation
 
14.8

13.7

Amortization
 
13.6

12.7

Accretion of debt discount
 
3.7

3.4

Deferred income taxes
 
(6.0
)
0.2

Stock-based compensation
 
(2.5
)
2.7

Excess tax benefits from stock-based compensation
 
(2.0
)
--

Change in assets and liabilities, net of effects of acquisitions of businesses:
 
 
 
Accounts receivable
 
(22.9
)
(24.1
)
Inventories
 
(4.0
)
(12.6
)
Accounts payable
 
3.6

(1.2
)
Other current assets and liabilities
 
(4.6
)
(12.0
)
Other non-current assets and liabilities
 
(4.8
)
(1.3
)
Net cash provided by operating activities
 
5.5

5.5

Investing activities
 
 
 
Purchases of property, plant and equipment
 
(17.0
)
(13.1
)
Payments for capitalized internal-use software
 
(3.3
)
(0.7
)
Acquisitions, net of cash acquired
 
(2.0
)
(85.3
)
Other
 
0.2

--

Net cash used in investing activities
 
(22.1
)
(99.1
)
Financing activities
 
 
 
Net proceeds from (repayments of) short-term borrowings
 
8.7

(0.3
)
Proceeds from debt
 
103.5

191.2

Repayments of debt
 
(91.2
)
(96.6
)
Other
 
0.2

0.2

Net cash provided by financing activities
 
23.0

94.5

Effect of exchange rate changes on cash and cash equivalents
 
(2.1
)
(0.4
)
Net increase in cash and cash equivalents
 
4.3

0.5

Cash and cash equivalents at beginning of period
 
53.9

30.7

Cash and cash equivalents at end of period
 
$
58.2

$
31.2

Supplemental disclosures of cash flow information:
 
 
 
Cash paid during the period for:
 
 
 
Interest
 
$
20.6

$
19.9

Income taxes
 
$
12.6

$
12.5


7



EnPro Industries, Inc.

Consolidated Balance Sheets (Unaudited)

As of June 30, 2013 and December 31, 2012
(Stated in Millions of Dollars)

 
 
June 30,
December 31,
 
 
2013
2012
Current assets
 
 
 
Cash and cash equivalents
 
$
58.2

$
53.9

Accounts receivable
 
208.2

187.2

Inventories
 
133.8

130.8

Other current assets
 
27.5

22.3

Total current assets
 
427.7

394.2

Property, plant and equipment
 
185.7

185.5

Goodwill
 
216.9

220.4

Other intangible assets
 
210.4

222.5

Investment in GST
 
236.9

236.9

Other assets
 
123.2

111.4

Total assets
 
$
1,400.8

$
1,370.9

Current liabilities
 
 
 
Short-term borrowings from GST
 
$
17.9

$
10.1

Notes payable to GST
 
11.2

10.7

Current maturities of long-term debt
 
152.7

1.0

Accounts payable
 
86.8

83.9

Accrued expenses
 
113.3

121.8

Total current liabilities
 
381.9

227.5

Long-term debt
 
48.6

184.3

Notes payable to GST
 
248.1

237.4

Pension liability
 
102.6

112.7

Other liabilities
 
63.2

61.9

Total liabilities
 
844.4

823.8

Temporary equity
 
19.8

--

Shareholders' equity
 
 
 
Common stock
 
0.2

0.2

Additional paid-in capital
 
403.2

425.4

Retained earnings
 
162.5

145.9

Accumulated other comprehensive loss
 
(27.9
)
(23.0
)
Common stock held in treasury, at cost
 
(1.4
)
(1.4
)
Total shareholders' equity
 
536.6

547.1

Total liabilities and shareholders' equity
 
$
1,400.8

$
1,370.9




8



EnPro Industries, Inc.

Segment Information (Unaudited)

For the Quarters and Six Months Ended June 30, 2013 and 2012
(Stated in Millions of Dollars)
Sales
 
 
 
 
 
 
 
Quarters Ended
Six Months Ended
 
 
June 30,
June 30,
 
 
2013
2012
2013
2012
Sealing Products
 
$
165.9

$
165.1

$
312.5

314.6

Engineered Products
 
95.1

95.1

186.9

195.7

Engine Products and Services
 
45.0

42.1

94.4

104.1

 
 
306.0

302.3

593.8

614.4

Less intersegment sales
 
(0.2
)
(0.6
)
(1.1
)
(1.2
)
 
 
$
305.8

$
301.7

$
592.7

$
613.2

Segment Profit
 
 
 
 
 
 
 
Quarters Ended
Six Months Ended
 
 
June 30,
June 30,
 
 
2013
2012
2013
2012
Sealing Products
 
$
27.7

$
22.8

$
49.0

$
45.3

Engineered Products
 
8.6

6.8

14.4

15.8

Engine Products and Services
 
6.4

7.8

11.2

19.6

 
 
$
42.7

$
37.4

$
74.6

$
80.7

Segment Margin
 
 
 
 
 
 
 
Quarters Ended
Six Months Ended
 
 
June 30,
June 30,
 
 
2013
2012
2013
2012
Sealing Products
 
16.7%

13.8
%
15.7
%
14.4
%
Engineered Products
 
9.0%

7.2
%
7.7
%
8.1
%
Engine Products and Services
 
14.2
%
18.5
%
11.9
%
18.8
%
 
 
14.0%

12.4
%
12.6
%
13.2
%
Reconciliation of Segment Profit to Net Income
 
 
 
 
 
Quarters Ended
Six Months Ended
 
 
June 30,
June 30,
 
 
2013
2012
2013
2012
Segment profit
 
$
42.7

$
37.4

$
74.6

$
80.7

Corporate expenses
 
(8.5
)
(9.1
)
(17.6
)
(18.2
)
Interest expense, net
 
(11.0
)
(10.8
)
(22.0
)
(21.4
)
Other expense, net
 
(9.7
)
(2.4
)
(11.8
)
(4.4
)
Income before income taxes
 
13.5

15.1

23.2

36.7

Income tax expense
 
(5.5
)
(4.9
)
(6.6
)
(12.7
)
Net income
 
$
8.0

$
10.2

$
16.6

$
24.0


Segment profit is total segment revenue reduced by operating expenses and restructuring and other costs identifiable with the segment. Corporate expenses include general corporate administrative costs. Expenses not directly attributable to the segments, corporate expenses, net interest expense, gains/losses related to the sale of assets, impairments and income taxes are not included in the computation of segment profit. The accounting policies of the reportable segments are the same as those for the Company.

9



EnPro Industries, Inc.

Reconciliation of Income Before Selected Items to Net Income (Unaudited)

For the Quarters and Six Months Ended June 30, 2013 and 2012
(Stated in Millions of Dollars, Except Per Share Data)

 
Quarters Ended June 30,
 
2013
2012
 
$
Per share
$
Per share
Income before selected items
$
19.5

$
0.87

$
16.7

0.76

Adjustments (net of tax):
 
 
 
 
Restructuring costs
(1.3
)
(0.06
)
(0.4
)
(0.02
)
Environmental reserve adjustment
(4.0
)
(0.18
)
(0.3
)
(0.01
)
Fair value adjustment to acquisition date inventory
--

--

(0.9
)
(0.04
)
Interest expense and royalties with GST
(4.9
)
(0.22
)
(4.6
)
(0.21
)
Other
(0.4
)
(0.02
)
(0.1
)
(0.01
)
Tax accrual adjustments
(0.9
)
(0.04
)
(0.2
)
--

Impact
(11.5
)
(0.52
)
(6.5
)
(0.29
)
Net income
$
8.0

$
0.35

$
10.2

$
0.47


 
Six Months Ended June 30,
 
2013
2012
 
$
Per share
$
Per share
Income before selected items
$
32.0

$
1.43

$
36.2

$
1.67

Adjustments (net of tax):
 
 
 
 
Restructuring costs
(1.8
)
(0.08
)
(1.3
)
(0.06
)
Environmental reserve adjustment
(4.0
)
(0.18
)
(0.3
)
(0.01
)
Fair value adjustment to acquisition date inventory
--

--

(0.9
)
(0.04
)
Interest expense and royalties with GST
(9.7
)
(0.43
)
(9.1
)
(0.42
)
Other
(0.4
)
(0.02
)
(0.2
)
(0.01
)
Tax accrual adjustments
0.5

0.02

(0.4
)
(0.02
)
Impact
(15.4
)
(0.69
)
(12.2
)
(0.56
)
Net income
$
16.6

$
0.74

$
24.0

$
1.11



Management of the Company believes that it would be helpful to the readers of the financial statements to understand the impact of certain selected items on the Company's reported net income and earnings per share, including items that may recur from time to time. This presentation enables readers to better compare EnPro Industries, Inc. to other diversified industrial manufacturing companies that do not incur the sporadic impact of restructuring activities or other selected items. Management acknowledges that there are many items that impact a company's reported results and this list is not intended to present all items that may have impacted these results.

The amounts above, which may be considered non-GAAP financial measures, are shown on an after-tax basis and have been calculated by applying the Company's tax rate to the pre-tax amount. The interest expense with GST is included in interest expense, the fair value adjustment to acquisition date inventory is included in cost of sales and the restructuring costs, environmental reserve adjustment and other are included as part of other operating expense and other expense. Per share amounts were calculated by dividing by the weighted-average shares of diluted common stock outstanding during the periods.



10



EnPro Industries, Inc.

Reconciliation of EBITDA to Segment Profit (Unaudited)

For the Quarters and Six Months Ended June 30, 2013 and 2012
(Stated in Millions of Dollars)
 
 
Quarter Ended June 30, 2013
 
 
 
 
Engine
 
 
 
Sealing
Engineered
Prods. and
Total
 
 
Products
Products
Services
Segments
Earnings before interest, income taxes, depreciation
 
 
 
 
 
and amortization (EBITDA)
 
$
35.2

$
14.3

$
7.4

$
56.9

Deduct depreciation and amortization expense
 
(7.5
)
(5.7
)
(1.0
)
(14.2
)
Segment profit
 
$
27.7

$
8.6

$
6.4

$
42.7

EBITDA margin
 
21.2
%
15.0
%
16.4
%
18.6
%
 
 
Quarter Ended June 30, 2012
 
 
 
 
Engine
 
 
 
Sealing
Engineered
Prods. and
Total
 
 
Products
Products
Services
Segments
Earnings before interest, income taxes, depreciation
 
 
 
 
 
and amortization (EBITDA)
 
$
30.3

$
12.4

$
8.5

$
51.2

Deduct depreciation and amortization expense
 
(7.5
)
(5.6
)
(0.7
)
(13.8
)
Segment profit
 
$
22.8

$
6.8

$
7.8

$
37.4

EBITDA margin
 
18.4
%
13.0
%
20.2
%
17.0
%
 
 
Six Months Ended June 30, 2013
 
 
 
 
Engine
 
 
 
Sealing
Engineered
Prods. and
Total
 
 
Products
Products
Services
Segments
Earnings before interest, income taxes, depreciation
 
 
 
 
 
and amortization (EBITDA)
 
$
64.3

$
25.6

$
13.0

102.9

Deduct depreciation and amortization expense
 
(15.3
)
(11.2
)
(1.8
)
(28.3
)
Segment profit
 
$
49.0

$
14.4

$
11.2

$
74.6

EBITDA margin
 
20.6
%
13.7
%
13.8
%
17.4
%
 
 
Six Months Ended June 30, 2012
 
 
 
 
Engine
 
 
 
Sealing
Engineered
Prods. and
Total
 
 
Products
Products
Services
Segments
Earnings before interest, income taxes, depreciation
 
 
 
 
 
and amortization (EBITDA)
 
$
59.2

$
26.7

$
21.1

$
107.0

Deduct depreciation and amortization expense
 
(13.9
)
(10.9
)
(1.5
)
(26.3
)
Segment profit
 
$
45.3

$
15.8

$
19.6

$
80.7

EBITDA margin
 
18.8
%
13.6
%
20.3
%
17.4
%

For a reconciliation of segment profit to net income, please refer to the Segment Information (Unaudited) schedule.



11



EnPro Industries, Inc.

Reconciliation of EBITDA to Net Income (Unaudited)

For the Quarters and Six Months Ended June 30, 2013 and 2012
(Stated in Millions of Dollars)

 
Quarters Ended
Six Months Ended
 
June 30,
June 30,
 
2013
2012
2013
2012
Earnings before interest, income taxes, depreciation,
 
 
 
 
amortization, and other selected items (adjusted EBITDA)
$
48.4

$
43.0

$
84.6

$
89.5

Adjustments:
 
 
 
 
Interest expense, net
(11.0
)
(10.8
)
(22.0
)
(21.4
)
Income tax expense
(5.5
)
(4.9
)
(6.6
)
(12.7
)
Depreciation and amortization expense
(14.3
)
(13.9
)
(28.4
)
(26.4
)
Restructuring costs
(2.0
)
(0.7
)
(2.9
)
(2.0
)
Environmental reserve adjustment
(6.3
)
(0.5
)
(6.3
)
(0.5
)
Fair value adjustment to acquisition date inventory
--

(1.4
)
--

(1.4
)
Other
(1.3
)
(0.6
)
(1.8
)
(1.1
)
Impact
(40.4
)
(32.8
)
(68.0
)
(65.5
)
Net income
$
8.0

$
10.2

$
16.6

$
24.0
















12



EnPro Industries, Inc.

Selected Results Reflecting Deconsolidation of GST (Unaudited)

(Stated in Millions of Dollars)

 
 
Quarter Ended
 
Quarter Ended
 
 
June 30, 2013
 
June 30, 2012
 
 
EnPro
GST
 
EnPro
GST
Adjusted net sales *
 
$
299.5

$
58.2

 
$
294.2

$
56.9

Segment profit/operating profit
 
$
42.7

$
16.6

 
$
37.4

$
13.4

Adjusted EBITDA
 
$
48.4

$
18.3

 
$
43.0

$
14.8

Income before selected items
 
$
19.5

$
11.3

 
$
16.7

$
9.1



 
 
Six Months Ended
 
Six Months Ended
 
 
June 30, 2013
 
June 30, 2012
 
 
EnPro
GST
 
EnPro
GST
Adjusted net sales *
 
$
580.3

$
114.7

 
$
601.1

$
114.5

Segment profit/operating profit
 
$
74.6

$
29.3

 
$
80.7

$
25.0

Adjusted EBITDA
 
$
84.6

$
32.5

 
$
89.5

$
28.0

Income before selected items
 
$
32.0

$
19.9

 
$
36.2

$
16.4



* Adjusted net sales reflect third party sales only, which differ from the sales reported on the accompanying consolidated statements of operations which include intercompany sales from EnPro to GST .


13