8-K
nVent Electric plc (NVT)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): July 28, 2023
Commission file number 001-38265
nVent Electric plc
(Exact name of Registrant as specified in its charter)
| Ireland | 98-1391970 |
|---|---|
| (State or other jurisdiction of<br>incorporation or organization) | (I.R.S. Employer<br>Identification number) |
The Mille, 1000 Great West Road, 8th Floor (East), London, TW8 9DW, United Kingdom
(Address of principal executive offices)
Registrant's telephone number, including area code: 44-20-3966-0279
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| --- | --- |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| --- | --- |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| --- | --- |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading symbol | Name of each exchange on which registered |
|---|---|---|
| Ordinary Shares, nominal value $0.01 per share | NVT | New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act (17 CFR 230.405) or Rule 12b-2 of the Exchange Act (17 CFR 240.12b-2).
☐ Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
ITEM 2.02 Results of Operations and Financial Condition
On July 28, 2023, nVent Electric plc (the "Company") issued a press release announcing earnings results for the second quarter of 2023 and a conference call in connection therewith. A copy of the release is attached hereto as Exhibit 99.1 and incorporated herein by reference.
This press release refers to certain non-GAAP financial measures (organic sales, segment income, return on sales, adjusted net income, adjusted diluted earnings per share and free cash flow) and a reconciliation of those non-GAAP financial measures to the corresponding financial measures contained in the Company's financial statements prepared in accordance with generally accepted accounting principles.
The 2023 and 2022 segment income, return on sales, adjusted net income and adjusted diluted earnings per share eliminate, where applicable:
•Expense related to certain targeted restructuring activities.
•Expense related to certain acquisition and integration activities associated with our business acquisitions, including the amortization of expense related to bridge financing debt issuance costs relates to acquisitions.
•Amortization of all intangible assets associated with our business acquisitions, including inventory step-up amortization associated with those acquisitions. The Company excludes these non-cash expenses because the Company believes it (i) enhances management’s and investors’ ability to analyze underlying business performance, (ii) facilitates comparisons of our financial results over multiple periods, and (iii) provides more relevant comparisons of the Company's results with the results of other companies as the amortization expense, inventory step-up amortization, and acquisition related expenses may fluctuate significantly from period to period based on the timing, size, nature, and number of acquisitions. Although the Company excludes amortization of these acquired intangible assets and inventory step-up from its non-GAAP results, the Company believe that it is important for investors to understand that revenue generated, in part, from such intangibles is included within revenue in determining adjusted results.
•Impairment expense related to intangible assets.
•Gain on the sale of investments.
•Pension and other postretirement mark-to-market (gain) loss. The Company recognizes changes in the fair value of plan assets and net actuarial gains or losses for pension and other post-retirement benefits as a mark-to-market adjustment. Net actuarial gains and losses occur when the actual experience differs from any of the various assumptions used to value the Company's pension and other post-retirement plans or when assumptions change. This accounting method also results in the potential for volatile and difficult to forecast mark-to-market adjustments. The Company believes that the exclusion of pension and other postretirement mark-to-market (gain) loss better reflects the ongoing costs of providing pension and postretirement benefits to its employees.
•Income tax effects of the above adjustments, which are calculated using the Company's estimated non-GAAP tax rate. This non-GAAP tax approach eliminates the effects of period specific items, which can vary in size and frequency and do not necessarily reflect our long-term operations. The non-GAAP tax rate could be subject to change for a variety of reasons, including the rapidly evolving global tax environment, significant changes in the Company's geographic earnings mix including due to acquisition activity or other changes in our strategy or business operations.
The Company uses the term "organic sales" to refer to GAAP net sales excluding 1) the impact of currency translation and 2) the impact of revenue from acquired businesses recorded prior to the first anniversary of the acquisition less the amount of sales attributable to divested product lines not considered discontinued operations ("acquisition sales"). The portion of GAAP net sales attributable to currency translation is calculated as the difference between (a) the period-to-period change in net sales (excluding acquisition sales) and (b) the period-to-period change in net sales (excluding acquisition sales) after applying prior period foreign exchange rates to the current year period. The Company uses the term "organic sales growth" to refer to the measure of comparing current period organic net sales with the corresponding period of the prior year.
Management utilizes these adjusted financial measures to assess the run-rate of its continuing operations against those of prior periods without the distortion of these factors that the Company does not consider components of our core operating performance. The Company believes that these non-GAAP financial measures will be useful to investors as well to assess the continuing strength of the Company's underlying operations. In addition, adjusted diluted earnings per share is used as a criterion to measure and pay long-term incentive compensation and segment income is used as a criterion to measure and pay annual incentive compensation. These non-GAAP measures may not be comparable to similarly titled measures reported by other companies.
The Company uses free cash flow to assess its cash flow performance. The Company believes free cash flow is an important measure of liquidity because it provides the Company and its investors a measurement of cash generated from operations that is available to pay dividends and repay debt. In addition, free cash flow is used as criterion to measure and pay annual incentive
compensation. The Company's measure of free cash flow may not be comparable to similarly titled measures reported by other companies.
ITEM 9.01 Financial Statements and Exhibits
| (a) | Financial Statements of Businesses Acquired |
|---|---|
| Not applicable. | |
| (b) | Pro Forma Financial Information |
| Not applicable. | |
| (c) | Shell Company Transactions |
| Not applicable. | |
| (d) | Exhibits |
EXHIBIT INDEX
| Exhibit | Description |
|---|---|
| 99.1 | nVent Electric plc press release dated July 28, 2023 announcing earnings results for the second quarter of 2023 |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, on July 28, 2023.
| nVent Electric plc | |
|---|---|
| Registrant | |
| By | /s/ Sara E. Zawoyski |
| Sara E. Zawoyski | |
| Executive Vice President and Chief Financial Officer |
Document
Exhibit 99.1
News Release
nVent Announces Second Quarter 2023 Financial Results
Record sales and strong EPS; raising full-year guidance
•Reported sales of $803 million up 10%, organically up 4%
•Reported EPS of $0.67, up 40%; Adjusted EPS of $0.77, up 35%
•Cash Flows from Operations of $77 million, up 34%; Free Cash Flow of $62 million, up 29%
•Raising full-year reported sales and adjusted EPS guidance
◦Reported sales growth of 13% to 15%; Organic sales growth of 4% to 6%
◦Reported EPS of $2.30 to $2.36; Adjusted EPS of $2.85 to $2.91
Reconciliations of GAAP (reported) to Non-GAAP measures are in the attached financial tables.
LONDON, UNITED KINGDOM – July 28, 2023 – nVent Electric plc (NYSE:NVT) (“nVent”), a global leader in electrical connection and protection solutions, today announced financial results for the second quarter of 2023 and provided guidance for the third quarter and full-year 2023.
“We had another strong quarter, with record sales, impressive margin expansion and robust cash flow. We saw growth across all verticals and had strong contribution from new products. We completed the acquisition of ECM Industries, expanding our electrical power connection and grounding solutions portfolio. We also published our 2022 ESG report, highlighting significant progress on our goals. We believe we are well positioned with the electrification, sustainability and digitalization trends,” said nVent Chair and Chief Executive Officer Beth Wozniak.
“I am excited about our recent acquisitions, including TEXA Industries. These acquisitions strengthen our portfolio and further position nVent with the electrification of everything. Also, the acceleration of artificial intelligence is driving significant demand for our data solutions offerings, particularly liquid cooling, and we are investing for future growth. As a result of our first half performance and acquisitions, we are raising our full-year reported sales and adjusted EPS guidance.”
Second quarter 2023 sales of $803 million were up 10 percent relative to second quarter 2022 and increased 4 percent organically, which excludes the impact from currency fluctuations and acquisitions. Second quarter 2023 earnings per diluted share (“EPS”) were $0.67, up 40 percent, while on an adjusted basis, the company had EPS of $0.77, up 35 percent. Segment income, adjusted net income, free cash flow and adjusted EPS are described in the attached schedules.
Second quarter 2023 operating income was $147 million, up 40 percent, compared to $105 million in the prior year period. On an adjusted basis, segment income was $181 million, up 45 percent, compared to $125 million in the prior year period.
nVent had net cash provided by operating activities of $77 million in the second quarter compared to $57 million in the prior year period. Free cash flow generated was $62 million compared to $48 million in the prior year period.
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SECOND QUARTER PERFORMANCE ($ in millions)
| nVent Electric plc | ||||||||
|---|---|---|---|---|---|---|---|---|
| Three months ended | ||||||||
| June 30, 2023 | June 30, 2022 | % / point<br>change | ||||||
| Net Sales | $803 | $728 | 10% | |||||
| Organic | 4% | |||||||
| Operating Income | $147 | $105 | 40% | |||||
| Reported ROS | 18.3% | 14.4% | ||||||
| Segment Income | $181 | $125 | 45% | |||||
| Adjusted ROS | 22.6% | 17.2% | 540 bps | |||||
| Enclosures | ||||||||
| --- | --- | --- | --- | |||||
| Three months ended | ||||||||
| June 30, 2023 | June 30, 2022 | % / point<br>change | ||||||
| Net Sales | $400 | $381 | 5% | |||||
| Organic | 5% | |||||||
| ROS | 22.5% | 16.2% | 630 bps | Electrical & Fastening Solutions ("EFS") | ||||
| --- | --- | --- | --- | |||||
| Three months ended | ||||||||
| June 30, 2023 | June 30, 2022 | % / point<br>change | ||||||
| Net Sales | $267 | $201 | 33% | |||||
| Organic | 8% | |||||||
| ROS | 32.4% | 29.3% | 310 bps | Thermal Management | ||||
| --- | --- | --- | --- | |||||
| Three months ended | ||||||||
| June 30, 2023 | June 30, 2022 | % / point<br>change | ||||||
| Net Sales | $136 | $146 | -6% | |||||
| Organic | -5% | |||||||
| ROS | 21.0% | 19.4% | 160 bps |
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GUIDANCE FOR FULL-YEAR AND THIRD QUARTER 2023
The company now estimates reported sales growth for full-year 2023 of 13% to 15% versus prior guidance of 4% to 6%. This new guidance range includes the acquisitions of ECM Industries and TEXA Industries. Organic sales growth expectations remain unchanged at 4% to 6%. The company now expects full-year 2023 EPS of $2.30 to $2.36 on a GAAP basis and adjusted EPS of $2.85 to $2.91, versus prior guidance of $2.27 to $2.35 on a GAAP basis and adjusted EPS of $2.65 to $2.73.
The company estimates reported sales for the third quarter of 2023 to be up 16% to 18%, which represents an increase of 1% to 3% on an organic basis. The company estimates third quarter 2023 EPS on a GAAP basis of $0.54 to $0.56 and adjusted EPS of $0.72 to $0.74.
DIVIDENDS
nVent previously announced on May 12, 2023 that its Board of Directors approved a regular cash dividend of $0.175 per share, payable during the third quarter on August 4, 2023.
EARNINGS CONFERENCE CALL
nVent’s management team will discuss the company’s second quarter performance on a conference call with analysts and investors at 9:00 a.m. Eastern today. A live audio webcast of the conference call and materials will be available through the “Investor Relations” section of the company’s website (http://investors.nvent.com). To participate, please dial 1-833-630-1071 or 1-412-317-1832 approximately ten minutes before the 9:00 a.m. ET start. A replay of the conference call will be made accessible once it becomes available and will remain accessible through August 11, 2023 by dialing 1-877-344-7529 or 1-412-317-0088, along with the access code 2806458.
About nVent
nVent is a leading global provider of electrical connection and protection solutions. We believe our inventive electrical solutions enable safer systems and ensure a more secure world. We design, manufacture, market, install and service high performance products and solutions that connect and protect some of the world's most sensitive equipment, buildings and critical processes. We offer a comprehensive range of enclosures, electrical connections and fastening and thermal management solutions across industry-leading brands that are recognized globally for quality, reliability and innovation. Our principal office is in London and our management office is in Minneapolis. Our robust portfolio of leading electrical product brands dates back more than 100 years and includes nVent CADDY, ERICO, HOFFMAN, RAYCHEM, SCHROFF and TRACER.
nVent, CADDY, ERICO, HOFFMAN, RAYCHEM, SCHROFF and TRACER are trademarks owned or licensed by nVent Services GmbH or its affiliates.
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CAUTION CONCERNING FORWARD-LOOKING STATEMENTS
This press release contains statements that we believe to be “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. All statements, other than statements of historical fact are forward looking statements. Without limitation, any statements preceded or followed by or that include the words “targets,” “plans,” “believes,” “expects,” “intends,” “will,” “likely,” “may,” “anticipates,” “estimates,” “projects,” “forecasts,” “should,” “would,” “could,” “positioned,” “strategy,” “future,” “are confident,” or words, phrases or terms of similar substance or the negative thereof, are forward-looking statements. All projections in this press release are also forward-looking statements. All statements made about the ECM Industries acquisition, including the expected financial results of the acquired business and the anticipated benefits of the acquisition, are forward-looking statements. These forward-looking statements are not guarantees of future performance and are subject to risks, uncertainties, assumptions and other factors, some of which are beyond our control, which could cause actual results to differ materially from those expressed or implied by such forward-looking statements. These factors include our ability to integrate the ECM Industries acquisition successfully; our ability to retain customers and employees of the acquired business; adverse effects on our business operations or financial results, including due to the overall global economic and business conditions impacting our business; the ability to achieve the benefits of our restructuring plans; the ability to successfully identify, finance, complete and integrate acquisitions; competition and pricing pressures in the markets we serve, including the impacts of tariffs; volatility in currency exchange rates, interest rates and commodity prices; inability to generate savings from excellence in operations initiatives consisting of lean enterprise, supply management and cash flow practices; inability to mitigate material and other cost inflation; risks related to the availability of, and cost inflation in, supply chain inputs, including labor, raw materials, commodities, packaging and transportation; increased risks associated with operating foreign businesses, including risks associated with the conflict between Russia and Ukraine and related sanctions; the ability to deliver backlog and win future project work; failure of markets to accept new product introductions and enhancements; the impact of changes in laws and regulations, including those that limit U.S. tax benefits; the impact of the novel coronavirus 2019 (“COVID-19”) pandemic; the outcome of litigation and governmental proceedings; and the ability to achieve our long-term strategic operating goals. Additional information concerning these and other factors is contained in our filings with the Securities and Exchange Commission, including our Annual Report on Form 10-K and our Quarterly Reports on Form 10-Q. All forward-looking statements speak only as of the date of this press release. nVent assumes no obligation, and disclaims any obligation, to update the information contained in this press release.
Investor Contact
Tony Riter
Vice President, Investor Relations
nVent
763.204.7750
Tony.Riter@nVent.com
Media Contact
Stacey Wempen
Director, External Communications
nVent
763.204.7857
Stacey.Wempen@nVent.com
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| nVent Electric plc | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Condensed Consolidated Statements of Income (Unaudited) | ||||||||||||
| Three months ended | Six months ended | |||||||||||
| In millions, except per-share data | June 30,<br>2023 | June 30,<br>2022 | June 30,<br>2023 | June 30,<br>2022 | ||||||||
| Net sales | $ | 803.0 | $ | 727.5 | $ | 1,543.6 | $ | 1,422.2 | ||||
| Cost of goods sold | 471.1 | 459.7 | 908.5 | 907.1 | ||||||||
| Gross profit | 331.9 | 267.8 | 635.1 | 515.1 | ||||||||
| % of net sales | 41.3 | % | 36.8 | % | 41.1 | % | 36.2 | % | ||||
| Selling, general and administrative | 167.7 | 148.5 | 330.1 | 290.5 | ||||||||
| % of net sales | 20.9 | % | 20.4 | % | 21.4 | % | 20.4 | % | ||||
| Research and development | 17.5 | 14.6 | 34.2 | 29.8 | ||||||||
| % of net sales | 2.2 | % | 2.0 | % | 2.2 | % | 2.1 | % | ||||
| Operating income | 146.7 | 104.7 | 270.8 | 194.8 | ||||||||
| % of net sales | 18.3 | % | 14.4 | % | 17.5 | % | 13.7 | % | ||||
| Net interest expense | 21.7 | 7.5 | 29.5 | 14.7 | ||||||||
| Gain on sale of investment | (10.2) | — | (10.2) | — | ||||||||
| Other expense | 1.1 | 1.2 | 2.3 | 1.8 | ||||||||
| Income before income taxes | 134.1 | 96.0 | 249.2 | 178.3 | ||||||||
| Provision for income taxes | 21.2 | 16.1 | 42.5 | 30.6 | ||||||||
| Effective tax rate | 15.8 | % | 16.8 | % | 17.1 | % | 17.2 | % | ||||
| Net income | $ | 112.9 | $ | 79.9 | $ | 206.7 | $ | 147.7 | ||||
| Earnings per ordinary share | ||||||||||||
| Basic | $ | 0.68 | $ | 0.48 | $ | 1.25 | $ | 0.89 | ||||
| Diluted | $ | 0.67 | $ | 0.48 | $ | 1.23 | $ | 0.88 | ||||
| Weighted average ordinary shares outstanding | ||||||||||||
| Basic | 165.7 | 166.4 | 165.5 | 166.3 | ||||||||
| Diluted | 168.0 | 168.2 | 167.9 | 168.2 | ||||||||
| Cash dividends paid per ordinary share | $ | 0.175 | $ | 0.175 | $ | 0.35 | $ | 0.35 |
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| nVent Electric plc | ||||
|---|---|---|---|---|
| Condensed Consolidated Balance Sheets (Unaudited) | ||||
| June 30,<br>2023 | December 31,<br>2022 | |||
| In millions | ||||
| Assets | ||||
| Current assets | ||||
| Cash and cash equivalents | $ | 138.5 | $ | 297.5 |
| Accounts and notes receivable, net | 546.5 | 472.5 | ||
| Inventories | 475.3 | 346.7 | ||
| Other current assets | 135.8 | 112.5 | ||
| Total current assets | 1,296.1 | 1,229.2 | ||
| Property, plant and equipment, net | 378.1 | 289.2 | ||
| Other assets | ||||
| Goodwill | 2,543.3 | 2,178.1 | ||
| Intangibles, net | 1,547.5 | 1,066.1 | ||
| Other non-current assets | 157.1 | 139.6 | ||
| Total other assets | 4,247.9 | 3,383.8 | ||
| Total assets | $ | 5,922.1 | $ | 4,902.2 |
| Liabilities and Equity | ||||
| Current liabilities | ||||
| Current maturities of long-term debt and short-term borrowings | $ | 30.0 | $ | 15.0 |
| Accounts payable | 241.3 | 252.1 | ||
| Employee compensation and benefits | 99.1 | 109.3 | ||
| Other current liabilities | 250.2 | 273.1 | ||
| Total current liabilities | 620.6 | 649.5 | ||
| Other liabilities | ||||
| Long-term debt | 1,938.8 | 1,068.2 | ||
| Pension and other post-retirement compensation and benefits | 135.9 | 128.5 | ||
| Deferred tax liabilities | 205.2 | 199.6 | ||
| Other non-current liabilities | 145.9 | 124.7 | ||
| Total liabilities | 3,046.4 | 2,170.5 | ||
| Equity | 2,875.7 | 2,731.7 | ||
| Total liabilities and equity | $ | 5,922.1 | $ | 4,902.2 |
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| nVent Electric plc | ||||
|---|---|---|---|---|
| Condensed Consolidated Statements of Cash Flows (Unaudited) | ||||
| Six months ended | ||||
| In millions | June 30,<br>2023 | June 30,<br>2022 | ||
| Operating activities | ||||
| Net income | $ | 206.7 | $ | 147.7 |
| Adjustments to reconcile net income to net cash provided by (used for) operating activities | ||||
| Depreciation | 23.0 | 21.6 | ||
| Amortization | 38.9 | 35.5 | ||
| Deferred income taxes | (3.8) | (0.4) | ||
| Share-based compensation | 11.4 | 11.9 | ||
| Gain on sale of investment | (10.2) | — | ||
| Amortization of bridge financing debt issuance costs | 3.6 | — | ||
| Changes in assets and liabilities, net of effects of business acquisitions | ||||
| Accounts and notes receivable | 7.7 | (53.0) | ||
| Inventories | (18.5) | (61.1) | ||
| Other current assets | (16.6) | (34.3) | ||
| Accounts payable | (25.1) | 28.6 | ||
| Employee compensation and benefits | (19.5) | (21.4) | ||
| Other current liabilities | (45.2) | (12.2) | ||
| Other non-current assets and liabilities | (5.8) | 1.0 | ||
| Net cash provided by (used for) operating activities | 146.6 | 63.9 | ||
| Investing activities | ||||
| Capital expenditures | (32.3) | (20.8) | ||
| Proceeds from sale of property and equipment | 0.2 | 2.0 | ||
| Settlement of net investment hedge | 3.1 | — | ||
| Acquisitions, net of cash acquired | (1,091.8) | (8.6) | ||
| Net cash provided by (used for) investing activities | (1,120.8) | (27.4) | ||
| Financing activities | ||||
| Net receipts of revolving long-term debt | 100.0 | 51.2 | ||
| Proceeds from long-term debt | 800.0 | — | ||
| Repayments of long-term debt | (7.5) | (2.7) | ||
| Settlement of cash flow hedge | 4.5 | — | ||
| Debt issuance costs | (10.8) | — | ||
| Dividends paid | (58.5) | (58.4) | ||
| Shares issued to employees, net of shares withheld | (1.3) | (1.3) | ||
| Repurchases of ordinary shares | (15.2) | (8.5) | ||
| Net cash provided by (used for) financing activities | 811.2 | (19.7) | ||
| Effect of exchange rate changes on cash and cash equivalents | 4.0 | (10.5) | ||
| Change in cash and cash equivalents | (159.0) | 6.3 | ||
| Cash and cash equivalents, beginning of period | 297.5 | 49.5 | ||
| Cash and cash equivalents, end of period | $ | 138.5 | $ | 55.8 |
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| nVent Electric plc | |||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Supplemental Financial Information by Reportable Segment (Unaudited) | |||||||||||||||||||
| 2023 | 2022 | ||||||||||||||||||
| In millions | First <br>Quarter | Second<br>Quarter | Six Months | First <br>Quarter | Second<br>Quarter | Six Months | |||||||||||||
| Net sales | |||||||||||||||||||
| Enclosures | $ | 391.0 | $ | 400.0 | $ | 791.0 | $ | 359.4 | $ | 380.8 | $ | 740.2 | |||||||
| Electrical & Fastening Solutions | 205.7 | 266.7 | 472.4 | 187.6 | 200.9 | 388.5 | |||||||||||||
| Thermal Management | 143.9 | 136.3 | 280.2 | 147.7 | 145.8 | 293.5 | |||||||||||||
| Total | $ | 740.6 | $ | 803.0 | $ | 1,543.6 | $ | 694.7 | $ | 727.5 | $ | 1,422.2 | |||||||
| Segment income (loss) | |||||||||||||||||||
| Enclosures | $ | 82.5 | $ | 90.0 | $ | 172.5 | $ | 50.3 | $ | 61.5 | $ | 111.8 | |||||||
| Electrical & Fastening Solutions | 61.3 | 86.5 | 147.8 | 47.1 | 58.8 | 105.9 | |||||||||||||
| Thermal Management | 30.9 | 28.6 | 59.5 | 32.4 | 28.3 | 60.7 | |||||||||||||
| Other | (26.7) | (23.8) | (50.5) | (19.6) | (23.4) | (43.0) | |||||||||||||
| Total | $ | 148.0 | $ | 181.3 | $ | 329.3 | $ | 110.2 | $ | 125.2 | $ | 235.4 | |||||||
| Return on sales | |||||||||||||||||||
| Enclosures | 21.1 | % | 22.5 | % | 21.8 | % | 14.0 | % | 16.2 | % | 15.1 | % | |||||||
| Electrical & Fastening Solutions | 29.8 | % | 32.4 | % | 31.3 | % | 25.1 | % | 29.3 | % | 27.3 | % | |||||||
| Thermal Management | 21.5 | % | 21.0 | % | 21.2 | % | 21.9 | % | 19.4 | % | 20.7 | % | |||||||
| Total | 20.0 | % | 22.6 | % | 21.3 | % | 15.9 | % | 17.2 | % | 16.6 | % |
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| nVent Electric plc | ||||||||
|---|---|---|---|---|---|---|---|---|
| Reconciliation of GAAP to non-GAAP financial measures for the year ending December 31, 2023 | ||||||||
| excluding the effect of adjustments (Unaudited) | ||||||||
| Actual | Forecast (1) | |||||||
| In millions, except per-share data | First<br>Quarter | Second<br>Quarter | ThirdQuarter | FullYear | ||||
| Net sales | $ | 740.6 | $ | 803.0 | ||||
| Operating income | 124.1 | 146.7 | ||||||
| % of net sales | 16.8 | % | 18.3 | % | ||||
| Adjustments: | ||||||||
| Restructuring and other | $ | 4.0 | 2.5 | |||||
| Acquisition transaction and integration costs | 2.3 | 4.9 | ||||||
| Intangible amortization | 17.6 | 21.3 | ||||||
| Inventory step-up amortization | — | 5.9 | ||||||
| Segment income | $ | 148.0 | $ | 181.3 | ||||
| Return on sales | 20.0 | % | 22.6 | % | ||||
| Net income - as reported | $ | 93.8 | $ | 112.9 | ||||
| Adjustments to operating income | 23.9 | 34.6 | 37 | 120 | ||||
| Gain on sale of investment | — | (10.2) | — | (10) | ||||
| Amortization of bridge financing debt issuance costs | — | 3.6 | — | 4 | ||||
| Income tax adjustments | (4.4) | (12.0) | (7) | (22) | ||||
| Net income - as adjusted | $ | 113.3 | $ | 128.9 | ||||
| Diluted earnings per ordinary share | ||||||||
| Diluted earnings per ordinary share - as reported | $ | 0.56 | $ | 0.67 | 0.54 - 0.56 | 2.30 - 2.36 | ||
| Adjustments | 0.11 | 0.10 | 0.18 | 0.55 | ||||
| Diluted earnings per ordinary share - as adjusted | $ | 0.67 | $ | 0.77 | 0.72 - 0.74 | 2.85 - 2.91 | ||
| (1) Forecast information represents an approximation |
All values are in US Dollars.
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| nVent Electric plc | |||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Reconciliation of GAAP to non-GAAP financial measures for the year ended December 31, 2022 | |||||||||||||||
| excluding the effect of 2022 adjustments (Unaudited) | |||||||||||||||
| Actual | |||||||||||||||
| In millions, except per-share data | First<br>Quarter | Second<br>Quarter | Third<br>Quarter | Fourth<br>Quarter | |||||||||||
| Net sales | $ | 694.7 | $ | 727.5 | $ | 745.2 | $ | 741.6 | $ | 2,909.0 | |||||
| Operating income | 90.1 | 104.7 | 120.5 | 125.1 | 440.4 | ||||||||||
| % of net sales | 13.0 | % | 14.4 | % | 16.2 | % | 16.9 | % | 15.1 | % | |||||
| Adjustments: | |||||||||||||||
| Restructuring and other | 2.0 | 2.3 | 5.9 | 1.5 | 11.7 | ||||||||||
| Acquisition transaction and integration costs | 0.3 | 0.5 | — | — | 0.8 | ||||||||||
| Intangible amortization | 17.8 | 17.7 | 17.6 | 17.6 | 70.7 | ||||||||||
| Segment income | $ | 110.2 | $ | 125.2 | $ | 144.0 | $ | 144.2 | $ | 523.6 | |||||
| Return on sales | 15.9 | % | 17.2 | % | 19.3 | % | 19.4 | % | 18.0 | % | |||||
| Net income - as reported | $ | 67.8 | $ | 79.9 | $ | 93.4 | $ | 158.7 | $ | 399.8 | |||||
| Adjustments to operating income | 20.1 | 20.5 | 23.5 | 19.1 | 83.2 | ||||||||||
| Pension and other post-retirement mark-to-market gain | — | — | — | (66.3) | (66.3) | ||||||||||
| Income tax adjustments | (3.4) | (4.3) | (5.2) | 0.1 | (12.8) | ||||||||||
| Net income - as adjusted | $ | 84.5 | $ | 96.1 | $ | 111.7 | $ | 111.6 | $ | 403.9 | |||||
| Diluted earnings per ordinary share | |||||||||||||||
| Diluted earnings per ordinary share - as reported | $ | 0.40 | $ | 0.48 | $ | 0.55 | $ | 0.94 | $ | 2.38 | |||||
| Adjustments | 0.10 | 0.09 | 0.11 | (0.28) | 0.02 | ||||||||||
| Diluted earnings per ordinary share - as adjusted | $ | 0.50 | $ | 0.57 | $ | 0.66 | $ | 0.66 | $ | 2.40 |
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11
| nVent Electric plc | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Reconciliation of Net Sales Growth to Organic Net Sales Growth by Segment | ||||||||||||
| for the quarter ended June 30, 2023 (Unaudited) | ||||||||||||
| Q2 Net Sales Growth | ||||||||||||
| Organic | Currency | Acq./Div. | Total | |||||||||
| nVent | 3.9 | % | (0.3 | %) | 6.8 | % | 10.4 | % | ||||
| Enclosures | 5.1 | % | (0.1 | %) | — | % | 5.0 | % | ||||
| Electrical & Fastening Solutions | 8.1 | % | — | % | 24.7 | % | 32.8 | % | ||||
| Thermal Management | (5.1 | %) | (1.4 | %) | — | % | (6.5 | %) | ||||
| Reconciliation of Net Sales Growth to Organic Net Sales Growth | ||||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| for the quarter ending September 30, 2023 and year ending December 31, 2023 (Unaudited) | ||||||||||||
| Forecast (1) | ||||||||||||
| Q3 Net Sales Growth | Full Year Net Sales Growth | |||||||||||
| Organic | Currency | Acq./Div. | Total | Organic | Currency | Acq./Div. | Total | |||||
| nVent | 1 - 3% | 1 | % | 14 | % | 16 - 18% | 4 - 6 % | — | % | 9 | % | 13 - 15% |
| (1) Forecast information represents an approximation | ||||||||||||
| Reconciliation of cash from operating activities to free cash flow (Unaudited) | ||||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | ||||
| Three months ended | Six months ended | |||||||||||
| In millions | June 30,<br>2023 | June 30,<br>2022 | June 30,<br>2023 | June 30,<br>2022 | ||||||||
| Net cash provided by (used for) operating activities | $ | 77.2 | $ | 57.4 | $ | 146.6 | $ | 63.9 | ||||
| Capital expenditures | (15.2) | (9.7) | (32.3) | (20.8) | ||||||||
| Proceeds from sale of property and equipment | — | 0.1 | 0.2 | 2.0 | ||||||||
| Free cash flow | $ | 62.0 | $ | 47.8 | $ | 114.5 | $ | 45.1 |