nvt-20230419

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): April 19, 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 incorporation or organization)						(I.R.S. Employer 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 April 19, 2023, nVent Electric plc (the "Company") issued a press release announcing its preliminary financial results for the first quarter of 2023. A copy of the release is attached hereto as Exhibit 99.1 and incorporated herein by reference.

This release refers to certain non-GAAP financial measures (organic sales, segment income, adjusted net income, and adjusted diluted earnings per share) 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 preliminary segment income, 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.

•Amortization of all intangible assets associated with our business acquisitions, including inventory step-up amortization and certain acquisition related expenses 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.

•Expense related to the early extinguishment of debt instruments.

•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 annual incentive compensation. These non-GAAP measures may not be comparable to similarly titled measures reported by other companies.

The information included in this item, including Exhibit 99.1, is hereby furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), nor shall it be deemed incorporated by

reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

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 April 19, 2023 announcing preliminary financial results for the first 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 April 19, 2023.




			nVent Electric plc
			Registrant

			By			/s/ Sara E. Zawoyski
						Sara E. Zawoyski
						Executive Vice President and Chief Financial Officer

Exhibit 99.1

News Release

nVent Announces Preliminary First Quarter 2023 Financial Results

•nVent expects reported sales of approximately $741 million, up approximately 7%; Organically up approximately 8%

•nVent expects reported EPS of $0.55 to $0.56, up 38% to 40%; Adjusted EPS of $0.66 to $0.67, up 32% to 34%

•nVent to report quarterly financial results and host earnings conference call on Friday, April 28

Reconciliations of GAAP (reported) to Non-GAAP measures are in the attached financial tables.

LONDON – April 19, 2023 – nVent Electric plc (NYSE:NVT) (“nVent”), a global leader in electrical connection and protection solutions, today announced preliminary financial results for the first quarter of 2023. The company will report first quarter financial results on Friday, April 28, 2023, followed by a conference call at 9:00 a.m. ET.

“Our preliminary first quarter results show a strong start to the year for nVent, with impressive margin expansion,” said Beth Wozniak, nVent's chief executive officer. “We are very pleased with our performance and are well positioned to continue to grow with the electrification of everything, building a more sustainable and electrified world. We are excited to further expand our connect and protect portfolio with the acquisition of ECM Industries which is expected to close in the second quarter. Our future is bright at nVent.”

Based on preliminary review, nVent anticipates first quarter sales of approximately $741 million, up approximately 7 percent relative to the first quarter 2022 and an increase of approximately 8 percent organically, which excludes the impact from currency fluctuations. First quarter 2023 operating income is expected to be between $122 million and $124 million compared to $90 million in the first quarter of 2022. On an adjusted basis, segment income is expected to be between $146 million and $148 million versus $110 million in the first quarter of 2022. First quarter 2023 earnings per diluted share (“EPS”) is anticipated to be $0.55 to $0.56, while on an adjusted basis, the company expects EPS of $0.66 to $0.67.

The preliminary financial results presented above are subject to the completion of nVent’s financial closing procedures and related review. Accordingly, these preliminary financial results may materially differ from the actual results that will be reflected in nVent’s consolidated financial statements for the three months ended March 31, 2023 when they are completed and publicly filed with the SEC in nVent’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2023. The preliminary financial results included in this release have been prepared by, and are the responsibility of, nVent’s management. They are also subject to further change upon completion of quarterly review procedures by our independent auditor.

EARNINGS CONFERENCE CALL

nVent’s management team will discuss the company’s first quarter performance on a conference call with analysts and investors on Friday, April 28 at 9:00 a.m. ET. The call can be accessed via webcast at http://investors.nvent.com or by dialing 1-833-630-1071 or 1-412-317-1832. Once available, a replay of the conference call will be accessible through May 12, 2023 by dialing 1-877-344-7529 or 1-412-317-0088, along with the access code 2733110.

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.


nVent Electric plc
Reconciliation of GAAP to non-GAAP financial measures for the quarters ended March 31, 2023 and 2022
excluding the effect of adjustments (Unaudited)

In millions, except per-share data	2023	2022






Operating income	$ 122 - 124	$	90

Adjustments
Restructuring and other	4	2
Acquisition transaction and integration costs	2	—
Intangible amortization	18	18







Segment income	$ 146 - 148	$	110






Net income - as reported	$ 91 - 93	$	68





Adjustments to operating income	24	20

Income tax adjustments	(4)	(3)
Net income - as adjusted	$ 111 - 113	$	85
Diluted earnings per ordinary share
Diluted earnings per ordinary share - as reported	$ 0.55 - 0.56	$	0.40
Adjustments	0.11	0.10
Diluted earnings per ordinary share - as adjusted	$ 0.66 - 0.67	$	0.50


nVent Electric plc
Reconciliation of Net Sales Growth to Organic Net Sales Growth
for the quarter ended March 31, 2023 (Unaudited)


	Q1 Net Sales Growth
	Organic		Currency		Acq./Div.		Total
nVent	8.4	%	(1.8)	%	—	%	6.6	%

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. 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 close and fund the ECM Industries acquisition on the expected terms and time schedule, including obtaining regulatory approvals and satisfying other closing conditions; our ability to integrate the ECM Industries acquisition successfully; adverse effects on our business operations or financial results, including due to 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; the strength of housing and related markets; 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

[email protected]

Media Contact

Stacey Wempen

Director, External Communications

nVent

763.204.7857

[email protected]