United States securities and exchange commission logo
April 8, 2021
Milton Childress
Chief Financial Officer
ENPRO INDUSTRIES, INC
5605 Carnegie Boulevard
Suite 500
Charlotte, NC 28209
Re: ENPRO INDUSTRIES,
INC
Form 10-K for the
Year Ended December 31, 2020
Filed March 1, 2021
File No. 001-31225
Dear Mr. Childress :
We have reviewed your filing and have the following comments. In
some of our
comments, we may ask you to provide us with information so we may better
understand your
disclosure.
Please respond to these comments within ten business days by
providing the requested
information or advise us as soon as possible when you will respond. If
you do not believe our
comments apply to your facts and circumstances, please tell us why in
your response.
After reviewing your
response to these comments, we may have additional comments.
Form 10-K for the fiscal year ended December 31, 2020
Management's Discussion and Analysis
Results of Operations, page 30
1. We note your
presentation of Total Adjusted Segment EBITDA and Total Segment Profit
in the table on page 28
and 30, respectively. Please be advised that the presentation
of total segment profit
or loss measure in any context other than ASC 280 required
reconciliation in the
footnote would be considered a presentation of a non-GAAP financial
measure. In this
regard, please comply with the disclosure requirements outlined in Item
10(e)(1)(i) of
Regulation S-K with respect to Total Adjusted Segment EBITDA and Total
Segment Profit.
Further, your presentation of Total Adjusted Segment EBITDA in the
table on page 30,
including the reconciliation of Adjusted Segment EBITDA to income
from continuing
operation before income taxes, should be revised to present the most
directly comparable
GAAP measure with equal or greater prominence. Refer to Questions
Milton Childress
FirstName LastNameMilton
ENPRO INDUSTRIES, INC Childress
Comapany
April NameENPRO INDUSTRIES, INC
8, 2021
April 28, 2021 Page 2
Page
FirstName LastName
102.10 and 104.04 of the SEC's Division of Corporation Finance C&DIs
on Non-GAAP
Financial Measures.
Reconciliation of Non-GAAP Financial Measures to the Comparable GAAP Measures
Reconciliation of Segment Profit to Adjusted Segment EBITDA, page 49
2. Please explain why you have provided a reconciliation of Segment
Profit to Adjusted
Segment EBITDA. Both Segment Profit and Adjusted Segment EBITDA appear
to be
Non-GAAP financial measures. Please revise accordingly.
Reconciliation of Net Income Attributable to EnPro Industries, Inc. to Adjusted
EBITDA, page
50
3. We note in your reconciliation of Net Income Attributable to EnPro
Industries, Inc. to
Adjusted EBITDA, you arrive at a subtotal labeled EBITDA. The
adjustments used to
arrive at EBITDA include items other than interest, taxes and
depreciation and
amortization. Measures that are calculated differently should not be
characterized as
EBITDA and should be distinguished. Additionally, we were unable to
find the required
disclosures in accordance with Item 10(e)(1)(i)(c)-(d) of Regulation
S-K relating this non-
GAAP measure. Please revise accordingly.
Notes to the Consolidated Financial Statements
10. Business Segment Information, page 104
4. We note from your disclosures provided elsewhere in the filing that in
connection with
realigning your reportable segments you determined the primary metric
used by
management to allocate resources and assess segment performance had
shifted from
segment profit to adjusted segment EBITDA. Please tell us if segment
profit is provided to
your chief operating decision maker ( CODM ) and if it continues
to be used by your
CODM as a measure of segment profit or loss in assessing segment
performance and
deciding how to allocate resources. In this regard, we note from your
segment footnote
you have included disclosures surrounding segment profit and it is
also presented in the
reconciliation of adjusted segment EBITDA to income (loss) from
continuing operations
before income taxes. In addition, we note on page 49 that segment
profit has been
provided on a segment basis. If segment profit continues to be used by
your CODM as a
measure of segment profit or loss, please tell us your consideration
of ASC 280-10-50-28.
If not, please explain the presentation of this measure in the segment
footnote or remove it
as the measure would be considered non-GAAP. Refer to Item
10(e)(1)(ii)(C) of
Regulation S-K.
We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.
Milton Childress
ENPRO INDUSTRIES, INC
April 8, 2021
Page 3
You may contact Effie Simpson at (202) 551-3346 or Jean Yu at (202)
551-3305 if you
have questions regarding comments on the financial statements and related
matters or with any
other questions.
Sincerely,
FirstName LastNameMilton Childress
Division of
Corporation Finance
Comapany NameENPRO INDUSTRIES, INC
Office of
Manufacturing
April 8, 2021 Page 3
cc: Robert McLean
FirstName LastName