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þ
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the Quarterly Period Ended September 30, 2018
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¨
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Ireland
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98-1391970
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(State or other jurisdiction of incorporation or organization)
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(I.R.S. Employer Identification number)
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The Mille, 1000 Great West Road, 8th Floor (East), London, TW8 9DW, United Kingdom
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(Address of principal executive offices)
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Large accelerated filer
þ
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Accelerated filer
o
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Non-accelerated filer
o
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Smaller reporting
company o |
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Emerging growth
company o |
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(Do not check if a smaller reporting company)
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Page
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PART I FINANCIAL INFORMATION
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ITEM 1.
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ITEM 2.
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ITEM 3.
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ITEM 4.
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PART II OTHER INFORMATION
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ITEM 1.
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ITEM 1A.
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ITEM 2.
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ITEM 6.
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Three months ended
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Nine months ended
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||||||||||
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In millions, except per-share data
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September 30,
2018 |
September 30,
2017 |
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September 30,
2018 |
September 30,
2017 |
||||||||
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Net sales
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$
|
563.9
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$
|
540.6
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$
|
1,645.5
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$
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1,556.0
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Cost of goods sold
|
334.8
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|
320.5
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|
988.1
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|
927.5
|
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||||
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Gross profit
|
229.1
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220.1
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|
|
657.4
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628.5
|
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||||
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Selling, general and administrative
|
124.1
|
|
110.0
|
|
|
399.1
|
|
339.4
|
|
||||
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Research and development
|
11.3
|
|
10.5
|
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|
33.7
|
|
32.4
|
|
||||
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Operating income
|
93.7
|
|
99.6
|
|
|
224.6
|
|
256.7
|
|
||||
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Net interest expense
|
11.7
|
|
0.2
|
|
|
21.6
|
|
0.4
|
|
||||
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Other expense
|
0.9
|
|
1.4
|
|
|
7.2
|
|
4.2
|
|
||||
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Income before income taxes
|
81.1
|
|
98.0
|
|
|
195.8
|
|
252.1
|
|
||||
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Provision for income taxes
|
12.9
|
|
18.3
|
|
|
32.0
|
|
46.4
|
|
||||
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Net income
|
$
|
68.2
|
|
$
|
79.7
|
|
|
$
|
163.8
|
|
$
|
205.7
|
|
|
Comprehensive income, net of tax
|
|
|
|
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|
||||||||
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Net income
|
$
|
68.2
|
|
$
|
79.7
|
|
|
$
|
163.8
|
|
$
|
205.7
|
|
|
Changes in cumulative translation adjustment
|
4.3
|
|
(31.8
|
)
|
|
(33.2
|
)
|
(3.9
|
)
|
||||
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Changes in market value of derivative financial instruments, net of tax
|
0.5
|
|
—
|
|
|
(1.2
|
)
|
0.5
|
|
||||
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Comprehensive income
|
$
|
73.0
|
|
$
|
47.9
|
|
|
$
|
129.4
|
|
$
|
202.3
|
|
|
Earnings per ordinary share
|
|
|
|
|
|
||||||||
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Basic
|
$
|
0.38
|
|
$
|
0.45
|
|
|
$
|
0.92
|
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$
|
1.15
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|
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Diluted
|
$
|
0.38
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|
$
|
0.44
|
|
|
$
|
0.90
|
|
$
|
1.14
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|
|
Weighted average ordinary shares outstanding
|
|
|
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|
||||||||
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Basic
|
179.3
|
|
179.0
|
|
|
178.8
|
|
179.0
|
|
||||
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Diluted
|
181.5
|
|
181.2
|
|
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181.1
|
|
181.2
|
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||||
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September 30,
2018 |
December 31,
2017 |
||||
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In millions, except per-share data
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||||||
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Assets
|
||||||
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Current assets
|
|
|
||||
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Cash and cash equivalents
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$
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106.0
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$
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26.9
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Accounts and notes receivable, net of allowances of $6.2 and $8.4, respectively
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365.5
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349.3
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Inventories
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237.1
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|
224.1
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|
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Other current assets
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126.7
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|
132.3
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Total current assets
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835.3
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732.6
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Property, plant and equipment, net
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264.0
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|
265.8
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Other assets
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|
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||||
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Goodwill
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2,237.6
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2,238.2
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Intangibles, net
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1,190.0
|
|
1,236.6
|
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Other non-current assets
|
56.2
|
|
251.8
|
|
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Total other assets
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3,483.8
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|
3,726.6
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Total assets
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$
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4,583.1
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$
|
4,725.0
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Liabilities and Equity
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||||||
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Current liabilities
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||||
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Current maturities of long-term debt and short-term borrowings
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$
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11.3
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$
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—
|
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Accounts payable
|
141.9
|
|
174.1
|
|
||
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Employee compensation and benefits
|
74.0
|
|
75.5
|
|
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Other current liabilities
|
198.1
|
|
141.3
|
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Total current liabilities
|
425.3
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|
390.9
|
|
||
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Other liabilities
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|
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||||
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Long-term debt
|
932.7
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—
|
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||
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Pension and other post-retirement compensation and benefits
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179.0
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|
176.7
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Deferred tax liabilities
|
255.7
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|
279.4
|
|
||
|
Other non-current liabilities
|
74.8
|
|
86.7
|
|
||
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Total liabilities
|
1,867.5
|
|
933.7
|
|
||
|
Equity
|
|
|
||||
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Net Parent investment
|
—
|
|
3,848.4
|
|
||
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Ordinary shares $0.01 par value, 400.0 authorized, 179.4 issued at September 30, 2018
|
1.8
|
|
—
|
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Additional paid-in capital
|
2,757.8
|
|
—
|
|
||
|
Retained earnings
|
47.5
|
|
—
|
|
||
|
Accumulated other comprehensive loss
|
(91.5
|
)
|
(57.1
|
)
|
||
|
Total equity
|
2,715.6
|
|
3,791.3
|
|
||
|
Total liabilities and equity
|
$
|
4,583.1
|
|
$
|
4,725.0
|
|
|
|
Nine months ended
|
|||||
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In millions
|
September 30,
2018 |
September 30,
2017 |
||||
|
Operating activities
|
|
|
||||
|
Net income
|
$
|
163.8
|
|
$
|
205.7
|
|
|
Adjustments to reconcile net income to net cash provided by (used for) operating activities
|
|
|
||||
|
Depreciation
|
27.6
|
|
27.3
|
|
||
|
Amortization
|
45.8
|
|
46.0
|
|
||
|
Deferred income taxes
|
(4.3
|
)
|
(3.9
|
)
|
||
|
Share-based compensation
|
9.3
|
|
11.4
|
|
||
|
Changes in assets and liabilities, net of effects of business acquisitions
|
|
|
||||
|
Accounts and notes receivable
|
(21.7
|
)
|
(33.6
|
)
|
||
|
Inventories
|
(18.5
|
)
|
(13.4
|
)
|
||
|
Other current assets
|
(8.2
|
)
|
(17.6
|
)
|
||
|
Accounts payable
|
(28.1
|
)
|
(16.8
|
)
|
||
|
Employee compensation and benefits
|
4.0
|
|
1.3
|
|
||
|
Other current liabilities
|
30.0
|
|
57.8
|
|
||
|
Other non-current assets and liabilities
|
(17.1
|
)
|
34.2
|
|
||
|
Net cash provided by (used for) operating activities
|
182.6
|
|
298.4
|
|
||
|
Investing activities
|
|
|
||||
|
Capital expenditures
|
(28.5
|
)
|
(25.1
|
)
|
||
|
Proceeds from sale of property and equipment
|
2.3
|
|
3.9
|
|
||
|
Acquisitions, net of cash acquired
|
(2.0
|
)
|
(13.6
|
)
|
||
|
Net cash provided by (used for) investing activities
|
(28.2
|
)
|
(34.8
|
)
|
||
|
Financing activities
|
|
|
||||
|
Net repayments of short-term borrowings
|
(0.3
|
)
|
—
|
|
||
|
Proceeds from long-term debt
|
1,000.0
|
|
—
|
|
||
|
Repayments of long-term debt
|
(50.0
|
)
|
—
|
|
||
|
Debt issuance costs
|
(9.9
|
)
|
—
|
|
||
|
Cash provided at separation to Parent
|
(993.6
|
)
|
—
|
|
||
|
Dividends paid
|
(31.4
|
)
|
—
|
|
||
|
Net transfers to Parent prior to separation
|
—
|
|
(241.7
|
)
|
||
|
Shares issued to employees, net of shares withheld
|
10.1
|
|
—
|
|
||
|
Net cash provided by (used for) financing activities
|
(75.1
|
)
|
(241.7
|
)
|
||
|
Effect of exchange rate changes on cash and cash equivalents
|
(0.2
|
)
|
(16.2
|
)
|
||
|
Change in cash and cash equivalents
|
79.1
|
|
5.7
|
|
||
|
Cash and cash equivalents, beginning of period
|
26.9
|
|
21.5
|
|
||
|
Cash and cash equivalents, end of period
|
$
|
106.0
|
|
$
|
27.2
|
|
|
In millions
|
Ordinary shares
|
Additional paid-in capital
|
Retained Earnings
|
Net Parent investment
|
Accumulated
other
comprehensive loss
|
Total
|
||||||||||||||
|
Number
|
Amount
|
|||||||||||||||||||
|
Balance - December 31, 2017
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
3,848.4
|
|
$
|
(57.1
|
)
|
$
|
3,791.3
|
|
|
Net income
|
—
|
|
—
|
|
—
|
|
110.3
|
|
53.5
|
|
—
|
|
163.8
|
|
||||||
|
Cumulative effect of accounting changes
|
—
|
|
—
|
|
—
|
|
—
|
|
(172.7
|
)
|
—
|
|
(172.7
|
)
|
||||||
|
Other comprehensive income, net of tax
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
(34.4
|
)
|
(34.4
|
)
|
||||||
|
Net transfers from Parent
|
—
|
|
—
|
|
—
|
|
—
|
|
5.7
|
|
—
|
|
5.7
|
|
||||||
|
Cash provided at separation to Parent
|
—
|
|
—
|
|
—
|
|
—
|
|
(993.6
|
)
|
—
|
|
(993.6
|
)
|
||||||
|
Reclassification of Net Parent investment to additional paid-in capital
|
—
|
|
—
|
|
2,741.3
|
|
—
|
|
(2,741.3
|
)
|
—
|
|
—
|
|
||||||
|
Issuance of common stock upon separation
|
178.4
|
|
1.8
|
|
—
|
|
—
|
|
—
|
|
—
|
|
1.8
|
|
||||||
|
Dividends declared
|
—
|
|
—
|
|
—
|
|
(62.8
|
)
|
—
|
|
—
|
|
(62.8
|
)
|
||||||
|
Exercise of options, net of shares tendered for payment
|
0.9
|
|
—
|
|
11.2
|
|
—
|
|
—
|
|
—
|
|
11.2
|
|
||||||
|
Issuance of restricted shares, net of cancellations
|
0.1
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
||||||
|
Shares surrendered by employees to pay taxes
|
—
|
|
—
|
|
(1.1
|
)
|
—
|
|
—
|
|
—
|
|
(1.1
|
)
|
||||||
|
Share-based compensation
|
—
|
|
—
|
|
6.4
|
|
—
|
|
—
|
|
—
|
|
6.4
|
|
||||||
|
Balance - September 30, 2018
|
179.4
|
|
$
|
1.8
|
|
$
|
2,757.8
|
|
$
|
47.5
|
|
$
|
—
|
|
$
|
(91.5
|
)
|
$
|
2,715.6
|
|
|
In millions
|
Ordinary shares
|
Additional paid-in capital
|
Retained Earnings
|
Net Parent investment
|
Accumulated
other
comprehensive loss
|
Total
|
||||||||||||||
|
Number
|
Amount
|
|||||||||||||||||||
|
Balance - December 31, 2016
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
3,546.3
|
|
$
|
(60.6
|
)
|
$
|
3,485.7
|
|
|
Net income
|
—
|
|
—
|
|
—
|
|
—
|
|
205.7
|
|
—
|
|
205.7
|
|
||||||
|
Other comprehensive income, net of tax
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
(3.4
|
)
|
(3.4
|
)
|
||||||
|
Net transfers from Parent
|
—
|
|
—
|
|
—
|
|
—
|
|
74.7
|
|
—
|
|
74.7
|
|
||||||
|
Balance - September 30, 2017
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
3,826.7
|
|
$
|
(64.0
|
)
|
$
|
3,762.7
|
|
|
Condensed Consolidated and Combined Balance Sheets
|
|
|
|
|||||||||
|
In millions
|
Balance at December 31, 2017
|
Adjustments due to ASU 2016-16
|
Adjustments due to ASU 2014-09
|
Balance at January 1, 2018
|
||||||||
|
Assets
|
|
|
|
|
||||||||
|
Accounts and notes receivable, net
|
$
|
349.3
|
|
$
|
—
|
|
$
|
3.8
|
|
$
|
353.1
|
|
|
Inventories
|
224.1
|
|
—
|
|
(1.8
|
)
|
222.3
|
|
||||
|
Other current assets
|
132.3
|
|
—
|
|
1.8
|
|
134.1
|
|
||||
|
Other non-current assets
|
251.8
|
|
(174.5
|
)
|
—
|
|
77.3
|
|
||||
|
Liabilities
|
|
|
|
|
||||||||
|
Other current liabilities
|
141.3
|
|
—
|
|
3.8
|
|
145.1
|
|
||||
|
Deferred tax liabilities
|
279.4
|
|
—
|
|
0.4
|
|
279.8
|
|
||||
|
Equity
|
|
|
|
|
||||||||
|
Net Parent investment
|
3,848.4
|
|
(174.5
|
)
|
1.8
|
|
3,675.7
|
|
||||
|
In millions
|
September 30, 2018
|
December 31, 2017
|
$ Change
|
% Change
|
|||||||
|
Contract assets
|
$
|
68.2
|
|
$
|
69.9
|
|
$
|
(1.7
|
)
|
(2.4
|
)%
|
|
Contract liabilities
|
13.5
|
|
14.3
|
|
(0.8
|
)
|
(5.6
|
)%
|
|||
|
Net contract assets (liabilities)
|
$
|
54.7
|
|
$
|
55.6
|
|
$
|
(0.9
|
)
|
(1.6
|
)%
|
|
|
Three months ended September 30, 2018
|
|||||||||||
|
In millions
|
Enclosures
|
Thermal Management
|
Electrical & Fastening Solutions
|
Total
|
||||||||
|
U.S. and Canada
|
$
|
179.7
|
|
$
|
90.7
|
|
$
|
104.1
|
|
$
|
374.5
|
|
|
Developed Europe
(1)
|
50.6
|
|
42.9
|
|
28.5
|
|
122.0
|
|
||||
|
Developing
(2)
|
26.0
|
|
20.7
|
|
11.0
|
|
57.7
|
|
||||
|
Other Developed
(3)
|
3.2
|
|
3.1
|
|
3.4
|
|
9.7
|
|
||||
|
Total
|
$
|
259.5
|
|
$
|
157.4
|
|
$
|
147.0
|
|
$
|
563.9
|
|
|
|
Nine months ended September 30, 2018
|
|||||||||||
|
In millions
|
Enclosures
|
Thermal Management
|
Electrical & Fastening Solutions
|
Total
|
||||||||
|
U.S. and Canada
|
$
|
530.8
|
|
$
|
248.3
|
|
$
|
300.7
|
|
$
|
1,079.8
|
|
|
Developed Europe
(1)
|
152.6
|
|
122.6
|
|
84.2
|
|
359.4
|
|
||||
|
Developing
(2)
|
77.0
|
|
60.7
|
|
35.7
|
|
173.4
|
|
||||
|
Other Developed
(3)
|
8.8
|
|
12.7
|
|
11.4
|
|
32.9
|
|
||||
|
Total
|
$
|
769.2
|
|
$
|
444.3
|
|
$
|
432.0
|
|
$
|
1,645.5
|
|
|
|
Three months ended September 30, 2017
|
|||||||||||
|
In millions
|
Enclosures
|
Thermal Management
|
Electrical & Fastening Solutions
|
Total
|
||||||||
|
U.S. and Canada
|
$
|
166.2
|
|
$
|
82.5
|
|
$
|
98.5
|
|
$
|
347.2
|
|
|
Developed Europe
(1)
|
45.1
|
|
47.1
|
|
25.8
|
|
118.0
|
|
||||
|
Developing
(2)
|
27.2
|
|
25.5
|
|
11.7
|
|
64.4
|
|
||||
|
Other Developed
(3)
|
3.2
|
|
4.0
|
|
3.8
|
|
11.0
|
|
||||
|
Total
|
$
|
241.7
|
|
$
|
159.1
|
|
$
|
139.8
|
|
$
|
540.6
|
|
|
|
Nine months ended September 30, 2017
|
|||||||||||
|
In millions
|
Enclosures
|
Thermal Management
|
Electrical & Fastening Solutions
|
Total
|
||||||||
|
U.S. and Canada
|
$
|
495.3
|
|
$
|
235.8
|
|
$
|
286.2
|
|
$
|
1,017.3
|
|
|
Developed Europe
(1)
|
125.9
|
|
135.0
|
|
73.2
|
|
334.1
|
|
||||
|
Developing
(2)
|
71.2
|
|
63.6
|
|
39.5
|
|
174.3
|
|
||||
|
Other Developed
(3)
|
9.9
|
|
10.0
|
|
10.4
|
|
30.3
|
|
||||
|
Total
|
$
|
702.3
|
|
$
|
444.4
|
|
$
|
409.3
|
|
$
|
1,556.0
|
|
|
|
Three months ended September 30, 2018
|
|||||||||||
|
In millions
|
Enclosures
|
Thermal Management
|
Electrical & Fastening Solutions
|
Total
|
||||||||
|
Industrial
|
$
|
161.1
|
|
$
|
66.9
|
|
$
|
29.3
|
|
$
|
257.3
|
|
|
Commercial & Residential
|
22.8
|
|
45.5
|
|
85.5
|
|
153.8
|
|
||||
|
Energy
|
24.5
|
|
43.7
|
|
13.8
|
|
82.0
|
|
||||
|
Infrastructure
|
51.1
|
|
1.3
|
|
18.4
|
|
70.8
|
|
||||
|
Total
|
$
|
259.5
|
|
$
|
157.4
|
|
$
|
147.0
|
|
$
|
563.9
|
|
|
|
Nine months ended September 30, 2018
|
|||||||||||
|
In millions
|
Enclosures
|
Thermal Management
|
Electrical & Fastening Solutions
|
Total
|
||||||||
|
Industrial
|
$
|
475.2
|
|
$
|
185.1
|
|
$
|
84.5
|
|
$
|
744.8
|
|
|
Commercial & Residential
|
65.0
|
|
135.4
|
|
248.9
|
|
449.3
|
|
||||
|
Energy
|
79.8
|
|
119.8
|
|
39.9
|
|
239.5
|
|
||||
|
Infrastructure
|
149.2
|
|
4.0
|
|
58.7
|
|
211.9
|
|
||||
|
Total
|
$
|
769.2
|
|
$
|
444.3
|
|
$
|
432.0
|
|
$
|
1,645.5
|
|
|
|
Three months ended September 30, 2017
|
|||||||||||
|
In millions
|
Enclosures
|
Thermal Management
|
Electrical & Fastening Solutions
|
Total
|
||||||||
|
Industrial
|
$
|
147.9
|
|
$
|
74.2
|
|
$
|
26.9
|
|
$
|
249.0
|
|
|
Commercial & Residential
|
22.3
|
|
39.1
|
|
78.9
|
|
140.3
|
|
||||
|
Energy
|
25.9
|
|
44.7
|
|
13.0
|
|
83.6
|
|
||||
|
Infrastructure
|
45.6
|
|
1.1
|
|
21.0
|
|
67.7
|
|
||||
|
Total
|
$
|
241.7
|
|
$
|
159.1
|
|
$
|
139.8
|
|
$
|
540.6
|
|
|
|
Nine months ended September 30, 2017
|
|||||||||||
|
In millions
|
Enclosures
|
Thermal Management
|
Electrical & Fastening Solutions
|
Total
|
||||||||
|
Industrial
|
$
|
432.3
|
|
$
|
190.6
|
|
$
|
75.4
|
|
$
|
698.3
|
|
|
Commercial & Residential
|
66.0
|
|
113.8
|
|
234.0
|
|
413.8
|
|
||||
|
Energy
|
73.6
|
|
137.5
|
|
40.8
|
|
251.9
|
|
||||
|
Infrastructure
|
130.4
|
|
2.5
|
|
59.1
|
|
192.0
|
|
||||
|
Total
|
$
|
702.3
|
|
$
|
444.4
|
|
$
|
409.3
|
|
$
|
1,556.0
|
|
|
3.
|
Restructuring
|
|
|
Three months ended
|
|
Nine months ended
|
||||||||||
|
In millions
|
September 30,
2018 |
September 30,
2017 |
|
September 30,
2018 |
September 30,
2017 |
||||||||
|
Severance and related costs
|
$
|
1.3
|
|
$
|
1.7
|
|
|
$
|
6.4
|
|
$
|
14.5
|
|
|
Other
|
—
|
|
—
|
|
|
—
|
|
0.2
|
|
||||
|
Total restructuring costs
|
$
|
1.3
|
|
$
|
1.7
|
|
|
$
|
6.4
|
|
$
|
14.7
|
|
|
|
Three months ended
|
|
Nine months ended
|
||||||||||
|
In millions
|
September 30,
2018 |
September 30,
2017 |
|
September 30,
2018 |
September 30,
2017 |
||||||||
|
Enclosures
|
$
|
—
|
|
$
|
0.5
|
|
|
$
|
1.2
|
|
$
|
5.6
|
|
|
Thermal Management
|
0.3
|
|
0.2
|
|
|
3.0
|
|
7.0
|
|
||||
|
Electrical & Fastening Solutions
|
—
|
|
1.0
|
|
|
1.0
|
|
2.1
|
|
||||
|
Other
|
1.0
|
|
—
|
|
|
1.2
|
|
—
|
|
||||
|
Total
|
$
|
1.3
|
|
$
|
1.7
|
|
|
$
|
6.4
|
|
$
|
14.7
|
|
|
In millions
|
September 30,
2018 |
||
|
Beginning balance
|
$
|
5.1
|
|
|
Costs incurred
|
6.4
|
|
|
|
Cash payments and other
|
(7.6
|
)
|
|
|
Ending balance
|
$
|
3.9
|
|
|
4.
|
Earnings Per Share
|
|
|
Three months ended
|
|
Nine months ended
|
||||||||||
|
In millions, except per-share data
|
September 30,
2018 |
September 30,
2017 |
|
September 30,
2018 |
September 30,
2017 |
||||||||
|
Net income
|
$
|
68.2
|
|
$
|
79.7
|
|
|
$
|
163.8
|
|
$
|
205.7
|
|
|
Weighted average ordinary shares outstanding
|
|
|
|
|
|
||||||||
|
Basic
|
179.3
|
|
179.0
|
|
|
178.8
|
|
179.0
|
|
||||
|
Dilutive impact of stock options, restricted stock units and performance share units
|
2.2
|
|
2.2
|
|
|
2.3
|
|
2.2
|
|
||||
|
Diluted
|
181.5
|
|
181.2
|
|
|
181.1
|
|
181.2
|
|
||||
|
Earnings per ordinary share
|
|
|
|
|
|
||||||||
|
Basic earnings per ordinary share
|
$
|
0.38
|
|
$
|
0.45
|
|
|
$
|
0.92
|
|
$
|
1.15
|
|
|
Diluted earnings per ordinary share
|
$
|
0.38
|
|
$
|
0.44
|
|
|
$
|
0.90
|
|
$
|
1.14
|
|
|
Anti-dilutive stock options excluded from the calculation of diluted earnings per share
|
0.9
|
|
0.4
|
|
|
0.6
|
|
0.4
|
|
||||
|
5.
|
Goodwill and Other Identifiable Intangible Assets
|
|
In millions
|
December 31,
2017 |
Acquisitions/
divestitures |
Foreign currency
translation/other
|
September 30,
2018 |
||||||||
|
Enclosures
|
$
|
274.8
|
|
$
|
—
|
|
$
|
(1.3
|
)
|
$
|
273.5
|
|
|
Thermal Management
|
927.1
|
|
—
|
|
(1.2
|
)
|
925.9
|
|
||||
|
Electrical & Fastening Solutions
|
1,036.3
|
|
1.9
|
|
—
|
|
1,038.2
|
|
||||
|
Total goodwill
|
$
|
2,238.2
|
|
$
|
1.9
|
|
$
|
(2.5
|
)
|
$
|
2,237.6
|
|
|
|
September 30,
2018 |
|
December 31,
2017 |
||||||||||||||||
|
In millions
|
Cost
|
Accumulated
amortization
|
Net
|
|
Cost
|
Accumulated
amortization
|
Net
|
||||||||||||
|
Definite-life intangibles
|
|
|
|
|
|
|
|
||||||||||||
|
Customer relationships
|
$
|
1,151.7
|
|
$
|
(252.0
|
)
|
$
|
899.7
|
|
|
$
|
1,153.0
|
|
$
|
(207.5
|
)
|
$
|
945.5
|
|
|
Proprietary technology and patents
|
14.8
|
|
(5.8
|
)
|
9.0
|
|
|
14.6
|
|
(4.8
|
)
|
9.8
|
|
||||||
|
Total definite-life intangibles
|
1,166.5
|
|
(257.8
|
)
|
908.7
|
|
|
1,167.6
|
|
(212.3
|
)
|
955.3
|
|
||||||
|
Indefinite-life intangibles
|
|
|
|
|
|
|
|
||||||||||||
|
Trade names
|
281.3
|
|
—
|
|
281.3
|
|
|
281.3
|
|
—
|
|
281.3
|
|
||||||
|
Total intangibles
|
$
|
1,447.8
|
|
$
|
(257.8
|
)
|
$
|
1,190.0
|
|
|
$
|
1,448.9
|
|
$
|
(212.3
|
)
|
$
|
1,236.6
|
|
|
|
Q4
|
|
|
|
|
|
||||||||||||
|
In millions
|
2018
|
2019
|
2020
|
2021
|
2022
|
2023
|
||||||||||||
|
Estimated amortization expense
|
$
|
15.2
|
|
$
|
60.5
|
|
$
|
60.4
|
|
$
|
59.2
|
|
$
|
59.2
|
|
$
|
59.0
|
|
|
6.
|
Supplemental Balance Sheet Information
|
|
In millions
|
September 30,
2018 |
December 31,
2017 |
||||
|
Inventories
|
|
|
||||
|
Raw materials and supplies
|
$
|
70.0
|
|
$
|
64.3
|
|
|
Work-in-process
|
25.9
|
|
25.2
|
|
||
|
Finished goods
|
141.2
|
|
134.6
|
|
||
|
Total inventories
|
$
|
237.1
|
|
$
|
224.1
|
|
|
Other current assets
|
|
|
||||
|
Cost in excess of billings
|
$
|
68.2
|
|
$
|
69.9
|
|
|
Prepaid expenses
|
36.1
|
|
29.3
|
|
||
|
Prepaid income taxes
|
12.3
|
|
31.3
|
|
||
|
Other current assets
|
10.1
|
|
1.8
|
|
||
|
Total other current assets
|
$
|
126.7
|
|
$
|
132.3
|
|
|
Property, plant and equipment, net
|
|
|
||||
|
Land and land improvements
|
$
|
38.8
|
|
$
|
39.1
|
|
|
Buildings and leasehold improvements
|
175.2
|
|
170.2
|
|
||
|
Machinery and equipment
|
413.7
|
|
402.0
|
|
||
|
Construction in progress
|
9.7
|
|
11.5
|
|
||
|
Total property, plant and equipment
|
637.4
|
|
622.8
|
|
||
|
Accumulated depreciation and amortization
|
373.4
|
|
357.0
|
|
||
|
Total property, plant and equipment, net
|
$
|
264.0
|
|
$
|
265.8
|
|
|
Other non-current assets
|
|
|
||||
|
Prepaid income taxes
|
$
|
—
|
|
$
|
201.5
|
|
|
Deferred compensation plan assets
|
25.0
|
|
25.1
|
|
||
|
Other non-current assets
|
31.2
|
|
25.2
|
|
||
|
Total other non-current assets
|
$
|
56.2
|
|
$
|
251.8
|
|
|
Other current liabilities
|
|
|
||||
|
Dividends payable
|
$
|
31.4
|
|
$
|
—
|
|
|
Accrued rebates
|
40.4
|
|
42.9
|
|
||
|
Billings in excess of cost
|
8.7
|
|
9.8
|
|
||
|
Accrued taxes payable
|
36.4
|
|
41.8
|
|
||
|
Accrued interest
|
19.9
|
|
—
|
|
||
|
Other current liabilities
|
61.3
|
|
46.8
|
|
||
|
Total other current liabilities
|
$
|
198.1
|
|
$
|
141.3
|
|
|
Other non-current liabilities
|
|
|
||||
|
Income taxes payable
|
$
|
44.7
|
|
$
|
57.6
|
|
|
Deferred compensation plan liabilities
|
25.0
|
|
25.1
|
|
||
|
Other non-current liabilities
|
5.1
|
|
4.0
|
|
||
|
Total other non-current liabilities
|
$
|
74.8
|
|
$
|
86.7
|
|
|
7.
|
Derivatives and Financial Instruments
|
|
•
|
short-term financial instruments (cash and cash equivalents, accounts and notes receivable, accounts and notes payable and variable-rate debt) — recorded amount approximates fair value because of the short maturity period;
|
|
•
|
long-term fixed-rate debt, including current maturities — fair value is based on market quotes available for issuance of debt with similar terms, which are inputs that are classified as Level 2 in the valuation hierarchy defined by the accounting guidance;
|
|
•
|
foreign currency contract agreements — fair values are determined through the use of models that consider various assumptions, including time value, yield curves, as well as other relevant economic measures, which are inputs that are classified as Level 2 in the valuation hierarchy defined by the accounting guidance; and
|
|
•
|
deferred compensation plan assets (mutual funds, common/collective trusts and cash equivalents for payment of certain non-qualified benefits for retired, terminated and active employees) — fair value of mutual funds and cash equivalents are based on quoted market prices in active markets that are classified as Level 1 in the valuation hierarchy defined by the accounting guidance; fair value of common/collective trusts are based on observable inputs that are classified as Level 2 in the valuation hierarchy defined by the accounting guidance.
|
|
|
September 30,
2018 |
|
December 31,
2017 |
||||||||||
|
In millions
|
Recorded
Amount
|
Fair
Value
|
|
Recorded
Amount
|
Fair
Value
|
||||||||
|
Variable rate debt
|
$
|
150.0
|
|
$
|
150.0
|
|
|
$
|
—
|
|
$
|
—
|
|
|
Fixed rate debt
|
800.0
|
|
793.1
|
|
|
—
|
|
—
|
|
||||
|
Total debt
|
$
|
950.0
|
|
$
|
943.1
|
|
|
$
|
—
|
|
$
|
—
|
|
|
|
September 30, 2018
|
|||||||||||
|
In millions
|
Level 1
|
Level 2
|
Level 3
|
Total
|
||||||||
|
Recurring fair value measurements
|
|
|
|
|
||||||||
|
Foreign currency contract liabilities
|
$
|
—
|
|
$
|
(0.5
|
)
|
$
|
—
|
|
$
|
(0.5
|
)
|
|
Deferred compensation plan assets
|
20.8
|
|
4.2
|
|
—
|
|
25.0
|
|
||||
|
Total recurring fair value measurements
|
$
|
20.8
|
|
$
|
3.7
|
|
$
|
—
|
|
$
|
24.5
|
|
|
|
December 31, 2017
|
|||||||||||
|
In millions
|
Level 1
|
Level 2
|
Level 3
|
Total
|
||||||||
|
Recurring fair value measurements
|
|
|
|
|
||||||||
|
Foreign currency contract assets
|
$
|
—
|
|
$
|
0.7
|
|
$
|
—
|
|
$
|
0.7
|
|
|
Deferred compensation plan assets
|
22.9
|
|
2.2
|
|
—
|
|
25.1
|
|
||||
|
Total recurring fair value measurements
|
$
|
22.9
|
|
$
|
2.9
|
|
$
|
—
|
|
$
|
25.8
|
|
|
Nonrecurring fair value measurements
(1)
|
|
|
|
|
||||||||
|
(1)
|
During the fourth quarter of 2017, we completed our annual intangible assets impairment review. As a result, we recorded a pre-tax non-cash impairment charge of
$16.4 million
. The impairment charge reduced the carrying value of the impacted trade name intangibles to
$16.2 million
. The fair value of trade names is measured using the relief-from-royalty method. This method assumes the trade name has value to the extent that the owner is relieved of the obligation to pay royalties for the benefits received from them. This method requires us to estimate the future revenue for the related brands, the appropriate royalty rate and the weighted average cost of capital.
|
|
8.
|
|
|
In millions
|
Average interest rate as of September 30, 2018
|
Maturity
Year
|
September 30,
2018 |
December 31,
2017 |
||||
|
Senior notes - fixed rate
(1)
|
3.950%
|
2023
|
$
|
300.0
|
|
$
|
—
|
|
|
Senior notes - fixed rate
(1)
|
4.550%
|
2028
|
500.0
|
|
—
|
|
||
|
Term loan facility
|
3.617%
|
2023
|
150.0
|
|
—
|
|
||
|
Unamortized debt issuance costs and discounts
|
N/A
|
N/A
|
(6.0
|
)
|
—
|
|
||
|
Total debt
|
|
|
944.0
|
|
—
|
|
||
|
Less: Current maturities and short-term borrowings
|
|
|
(11.3
|
)
|
—
|
|
||
|
Long-term debt
|
|
|
$
|
932.7
|
|
$
|
—
|
|
|
(1)
Senior notes are fully and unconditionally guaranteed as to payment by nVent Electric plc ("Parent Company Guarantor")
|
||||||||
|
|
Q4
|
|
|
|
|
|
|
|
||||||||||||||||
|
In millions
|
2018
|
2019
|
2020
|
2021
|
2022
|
2023
|
Thereafter
|
Total
|
||||||||||||||||
|
Contractual debt obligation maturities
|
$
|
2.5
|
|
$
|
12.5
|
|
$
|
17.5
|
|
$
|
20.0
|
|
$
|
20.0
|
|
$
|
377.5
|
|
$
|
500.0
|
|
$
|
950.0
|
|
|
9.
|
Income Taxes
|
|
10.
|
Related Party Transactions and Net Parent Investment
|
|
11.
|
Benefit Plans
|
|
|
Three months ended
|
|
Nine months ended
|
||||||||||
|
In millions
|
September 30,
2018 |
September 30,
2017 |
|
September 30,
2018 |
September 30,
2017 |
||||||||
|
Service cost
|
$
|
1.5
|
|
$
|
1.4
|
|
|
$
|
4.4
|
|
$
|
4.2
|
|
|
Interest cost
|
1.1
|
|
0.9
|
|
|
3.3
|
|
2.7
|
|
||||
|
Expected return on plan assets
|
(0.4
|
)
|
(0.4
|
)
|
|
(1.1
|
)
|
(1.0
|
)
|
||||
|
Net actuarial loss
|
—
|
|
—
|
|
|
4.1
|
|
—
|
|
||||
|
Net periodic benefit cost
|
$
|
2.2
|
|
$
|
1.9
|
|
|
$
|
10.7
|
|
$
|
5.9
|
|
|
12.
|
Share Plans
|
|
|
Three months ended
|
|
Nine months ended
|
||||||||||
|
In millions
|
September 30,
2018 |
September 30,
2017 |
|
September 30,
2018 |
September 30,
2017 |
||||||||
|
Restricted stock units
|
$
|
2.1
|
|
$
|
1.3
|
|
|
$
|
4.8
|
|
$
|
4.7
|
|
|
Stock options
|
1.1
|
|
0.8
|
|
|
2.4
|
|
3.3
|
|
||||
|
Performance share units
|
0.7
|
|
0.5
|
|
|
2.1
|
|
3.4
|
|
||||
|
Total share-based compensation expense
|
$
|
3.9
|
|
$
|
2.6
|
|
|
$
|
9.3
|
|
$
|
11.4
|
|
|
|
2018 Annual Grant
|
|
|
Risk-free interest rate
|
2.53
|
%
|
|
Expected dividend yield
|
2.94
|
%
|
|
Expected share price volatility
|
25.5
|
%
|
|
Expected term (years)
|
6.1
|
|
|
13.
|
Shareholders' Equity
|
|
14.
|
Segment Information
|
|
|
Three months ended
|
|
Nine months ended
|
||||||||||
|
In millions
|
September 30,
2018 |
September 30,
2017 |
|
September 30,
2018 |
September 30,
2017 |
||||||||
|
Net sales
|
|
|
|
|
|
||||||||
|
Enclosures
|
$
|
259.5
|
|
$
|
241.7
|
|
|
$
|
769.2
|
|
$
|
702.3
|
|
|
Thermal Management
|
157.4
|
|
159.1
|
|
|
444.3
|
|
444.4
|
|
||||
|
Electrical & Fastening Solutions
|
147.0
|
|
139.8
|
|
|
432.0
|
|
409.3
|
|
||||
|
Total
|
$
|
563.9
|
|
$
|
540.6
|
|
|
$
|
1,645.5
|
|
$
|
1,556.0
|
|
|
Segment income (loss)
|
|
|
|
|
|
||||||||
|
Enclosures
|
$
|
47.4
|
|
$
|
44.1
|
|
|
$
|
135.9
|
|
$
|
130.1
|
|
|
Thermal Management
|
41.9
|
|
43.3
|
|
|
105.8
|
|
96.9
|
|
||||
|
Electrical & Fastening Solutions
|
38.9
|
|
35.2
|
|
|
111.5
|
|
108.2
|
|
||||
|
Other
|
(13.2
|
)
|
(2.9
|
)
|
|
(37.1
|
)
|
(12.6
|
)
|
||||
|
Total
|
$
|
115.0
|
|
$
|
119.7
|
|
|
$
|
316.1
|
|
$
|
322.6
|
|
|
|
Three months ended
|
|
Nine months ended
|
||||||||||
|
In millions
|
September 30,
2018 |
September 30,
2017 |
|
September 30,
2018 |
September 30,
2017 |
||||||||
|
Segment income
|
$
|
115.0
|
|
$
|
119.7
|
|
|
$
|
316.1
|
|
$
|
322.6
|
|
|
Intangible amortization
|
(15.2
|
)
|
(15.4
|
)
|
|
(45.8
|
)
|
(46.0
|
)
|
||||
|
Separation costs
|
(4.8
|
)
|
(4.7
|
)
|
|
(39.3
|
)
|
(6.9
|
)
|
||||
|
Net interest expense
|
(11.7
|
)
|
(0.2
|
)
|
|
(21.6
|
)
|
(0.4
|
)
|
||||
|
Restructuring and other
|
(1.3
|
)
|
—
|
|
|
(6.4
|
)
|
(13.0
|
)
|
||||
|
Other expense
|
(0.9
|
)
|
(1.4
|
)
|
|
(7.2
|
)
|
(4.2
|
)
|
||||
|
Income before income taxes
|
$
|
81.1
|
|
$
|
98.0
|
|
|
$
|
195.8
|
|
$
|
252.1
|
|
|
15.
|
Commitments and Contingencies
|
|
ITEM 2.
|
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|
|
•
|
Enclosures
—The Enclosures segment provides inventive solutions that protect, connect and manage
|
|
•
|
Thermal Management
—The Thermal Management segment provides electric thermal solutions that connect and protect critical buildings, infrastructure, industrial processes and people. Its thermal management systems include heat tracing, floor heating, fire-rated and specialty wiring, sensing and snow melting and de-icing solutions for use in industrial, energy, commercial & residential and infrastructure verticals. Its highly reliable and easy to install solutions lower total cost of ownership to building owners, facility managers, operators and end users.
|
|
•
|
Electrical & Fastening Solutions
—The Electrical & Fastening Solutions segment provides fastening solutions that connect and protect electrical and mechanical systems and civil structures. Its engineered electrical and fastening products are used across a wide range of verticals, including commercial, industrial, infrastructure and energy.
|
|
•
|
We have identified specific product and geographic market opportunities that we find attractive and continue to pursue, both within and outside the U.S. We are reinforcing our businesses to more effectively address these opportunities through research and development and additional sales and marketing resources. Unless we successfully penetrate these markets, our organic sales growth will likely be limited or may decline.
|
|
•
|
We have experienced material and other cost inflation. We strive for productivity improvements and we implement increases in selling prices to help mitigate this inflation. We expect the current economic environment, including the impacts of tariffs, will result in continuing price volatility for many of our raw materials and purchased components and we are uncertain as to the timing and impact of these market changes.
|
|
•
|
During
2017
and the first
nine months
of
2018
, we continued execution of certain business restructuring initiatives aimed at reducing our fixed cost structure and realigning our business. We expect that these actions will contribute to margin growth through the remainder of 2018.
|
|
•
|
Achieving differentiated revenue growth through new products and solutions and market expansion in key developing regions;
|
|
•
|
Driving operating excellence through lean enterprise initiatives, with specific focus on sourcing and supply management, cash flow management and lean operations;
|
|
•
|
Optimizing our technological capabilities to increasingly generate innovative new and connected products; and
|
|
•
|
Focusing on developing global talent in light of our global presence.
|
|
|
Three months ended
|
||||||||||
|
In millions
|
September 30,
2018 |
September 30,
2017 |
$
change
|
% / point
change
|
|||||||
|
Net sales
|
$
|
563.9
|
|
$
|
540.6
|
|
$
|
23.3
|
|
4.3
|
%
|
|
Cost of goods sold
|
334.8
|
|
320.5
|
|
14.3
|
|
4.5
|
%
|
|||
|
Gross profit
|
229.1
|
|
220.1
|
|
9.0
|
|
4.1
|
%
|
|||
|
% of net sales
|
40.6
|
%
|
40.7
|
%
|
|
(0.1
|
) pts
|
||||
|
|
|
|
|
|
|
||||||
|
Selling, general and administrative
|
124.1
|
|
110.0
|
|
14.1
|
|
12.8
|
%
|
|||
|
% of net sales
|
22.0
|
%
|
20.3
|
%
|
|
1.7
|
pts
|
||||
|
Research and development
|
11.3
|
|
10.5
|
|
0.8
|
|
7.6
|
%
|
|||
|
% of net sales
|
2.0
|
%
|
1.9
|
%
|
|
0.1
|
pts
|
||||
|
|
|
|
|
|
|||||||
|
Operating income
|
93.7
|
|
99.6
|
|
(5.9
|
)
|
(5.9
|
)%
|
|||
|
% of net sales
|
16.6
|
%
|
18.4
|
%
|
|
(1.8
|
) pts
|
||||
|
|
|
|
|
|
|||||||
|
Net interest expense
|
11.7
|
|
0.2
|
|
11.5
|
|
N.M.
|
|
|||
|
Other expense
|
0.9
|
|
1.4
|
|
(0.5
|
)
|
N.M.
|
|
|||
|
|
|
|
|
|
|||||||
|
Income before income taxes
|
81.1
|
|
98.0
|
|
(16.9
|
)
|
(17.2
|
)%
|
|||
|
Provision for income taxes
|
12.9
|
|
18.3
|
|
(5.4
|
)
|
(29.5
|
)%
|
|||
|
Effective tax rate
|
15.9
|
%
|
18.7
|
%
|
|
(2.8
|
) pts
|
||||
|
|
Nine months ended
|
||||||||||
|
In millions
|
September 30,
2018 |
September 30,
2017 |
$
change |
% / point
change |
|||||||
|
Net sales
|
$
|
1,645.5
|
|
$
|
1,556.0
|
|
$
|
89.5
|
|
5.8
|
%
|
|
Cost of goods sold
|
988.1
|
|
927.5
|
|
60.6
|
|
6.5
|
%
|
|||
|
Gross profit
|
657.4
|
|
628.5
|
|
28.9
|
|
4.6
|
%
|
|||
|
% of net sales
|
40.0
|
%
|
40.4
|
%
|
|
(0.4
|
) pts
|
||||
|
|
|
|
|
|
|||||||
|
Selling, general and administrative
|
399.1
|
|
339.4
|
|
59.7
|
|
17.6
|
%
|
|||
|
% of net sales
|
24.3
|
%
|
21.8
|
%
|
|
2.5
|
pts
|
||||
|
Research and development
|
33.7
|
|
32.4
|
|
1.3
|
|
4.0
|
%
|
|||
|
% of net sales
|
2.0
|
%
|
2.1
|
%
|
|
(0.1
|
) pts
|
||||
|
|
|
|
|
|
|||||||
|
Operating income
|
224.6
|
|
256.7
|
|
(32.1
|
)
|
(12.5
|
)%
|
|||
|
% of net sales
|
13.6
|
%
|
16.5
|
%
|
|
(2.9
|
) pts
|
||||
|
|
|
|
|
|
|||||||
|
Net interest expense
|
21.6
|
|
0.4
|
|
21.2
|
|
N.M.
|
|
|||
|
Other expense
|
7.2
|
|
4.2
|
|
3.0
|
|
N.M.
|
|
|||
|
|
|
|
|
|
|||||||
|
Income before income taxes
|
195.8
|
|
252.1
|
|
(56.3
|
)
|
(22.3
|
)%
|
|||
|
Provision for income taxes
|
32.0
|
|
46.4
|
|
(14.4
|
)
|
(31.0
|
)%
|
|||
|
Effective tax rate
|
16.3
|
%
|
18.4
|
%
|
|
(2.1
|
) pts
|
||||
|
|
Three months ended September 30, 2018
|
Nine months ended September 30, 2018
|
||
|
|
over the prior year period
|
over the prior year period
|
||
|
Volume
|
3.4
|
%
|
2.8
|
%
|
|
Price
|
2.1
|
|
1.5
|
|
|
Organic growth
|
5.5
|
|
4.3
|
|
|
Currency
|
(1.2
|
)
|
1.5
|
|
|
Total
|
4.3
|
%
|
5.8
|
%
|
|
•
|
organic sales growth of approximately 3.0% from our commercial & residential business and 2.0% from our industrial business.
|
|
•
|
unfavorable foreign currency effects for the three months ended September 30, 2018.
|
|
•
|
organic sales growth of approximately 2.5% from our industrial business and 2.0% from our commercial & residential business; and
|
|
•
|
favorable foreign currency effects for the nine months ended September 30, 2018.
|
|
•
|
slowdown in capital spending impacting the energy business, driving lower organic sales of approximately 1.0%.
|
|
•
|
inflationary increases related to certain raw materials, labor and freight costs.
|
|
•
|
organic sales growth in our commercial & residential and industrial businesses, which resulted increased leverage on fixed expenses included in cost of goods sold; and
|
|
•
|
higher contribution margin as a result of savings generated from our lean and supply management practices.
|
|
•
|
increased investment in sales and marketing to drive growth;
|
|
•
|
inflationary increases impacting our labor costs; and
|
|
•
|
increased corporate expenses incurred to operate as an independent public company.
|
|
•
|
organic sales growth in our commercial & residential and industrial businesses, which resulted in increased leverage on operating expenses.
|
|
•
|
$39.3 million
of non-recurring separation related costs incurred in the first nine months of 2018 to prepare nVent to operate as an independent stand-alone public company, primarily related to information technology, legal, advisory and other professional fees, compared to
$6.9 million
in the first nine months of 2017;
|
|
•
|
increased investment in sales and marketing to drive growth; and
|
|
•
|
increased corporate expenses incurred to operate as an independent public company.
|
|
•
|
organic sales growth in our commercial & residential and industrial businesses, which resulted in increased leverage on operating expenses; and
|
|
•
|
restructuring costs of
$6.4 million
in the first nine months of 2018, compared to
$13.0 million
in the first nine months of 2017.
|
|
•
|
the favorable impact of discrete items that occurred during the third quarter and first nine months of 2018 that did not occur in the corresponding periods during 2017; and
|
|
•
|
the mix of global earnings toward lower tax jurisdictions, including the favorable impact of U.S. tax reform legislation.
|
|
|
Three months ended
|
|
|
|
Nine months ended
|
|
|
||||||||||||
|
In millions
|
September 30,
2018 |
September 30,
2017 |
|
% / point change
|
|
September 30,
2018 |
September 30,
2017 |
|
% / point change
|
||||||||||
|
Net sales
|
$
|
259.5
|
|
$
|
241.7
|
|
|
7.4
|
%
|
|
$
|
769.2
|
|
$
|
702.3
|
|
|
9.5
|
%
|
|
Segment income
|
47.4
|
|
44.1
|
|
|
7.5
|
%
|
|
135.9
|
|
130.1
|
|
|
4.5
|
%
|
||||
|
% of net sales
|
18.3
|
%
|
18.2
|
%
|
|
0.1
|
pts
|
|
17.7
|
%
|
18.5
|
%
|
|
(0.8
|
) pts
|
||||
|
|
Three months ended September 30, 2018
|
Nine months ended September 30, 2018
|
||
|
|
over the prior year period
|
over the prior year period
|
||
|
Volume
|
6.6
|
%
|
7.5
|
%
|
|
Price
|
1.3
|
|
0.6
|
|
|
Organic growth
|
7.9
|
|
8.1
|
|
|
Currency
|
(0.5
|
)
|
1.4
|
|
|
Total
|
7.4
|
%
|
9.5
|
%
|
|
•
|
organic sales growth of approximately 6.0% and 5.0% from our industrial business in the third quarter and first nine months of 2018 from 2017, respectively, and approximately 2.5% from our infrastructure business in the third quarter and first nine months of 2018 from 2017, respectively; and
|
|
•
|
favorable foreign currency effects for the nine months ended September 30, 2018.
|
|
|
Three months ended September 30, 2018
|
Nine months ended September 30, 2018
|
||
|
|
over the prior year period
|
over the prior year period
|
||
|
Growth/Price
|
2.7
|
pts
|
2.3
|
pts
|
|
Inflation
|
(3.8
|
)
|
(3.4
|
)
|
|
Productivity
|
1.2
|
|
0.3
|
|
|
Total
|
0.1
|
pts
|
(0.8
|
) pts
|
|
•
|
organic sales growth in our industrial and infrastructure businesses, including selective increases in selling prices, which resulted in increased leverage on operating expenses; and
|
|
•
|
higher contribution margin as a result of savings generated from our lean and supply management practices.
|
|
•
|
inflationary increases related to certain raw materials, labor and freight costs.
|
|
•
|
inflationary increases related to certain raw materials, labor and freight costs; and
|
|
•
|
higher cost of sales due to manufacturing footprint rationalization and a new U.S. distribution center. We expect these investments will result in increased productivity and operating leverage in future periods.
|
|
•
|
organic sales growth in our industrial and infrastructure businesses, including selective increases in selling prices, which resulted in increased leverage on production and operating expenses; and
|
|
•
|
higher contribution margin as a result of savings generated from our lean and supply management practices.
|
|
|
Three months ended
|
|
|
|
Nine months ended
|
|
|
||||||||||||
|
In millions
|
September 30,
2018 |
September 30,
2017 |
|
% / point change
|
|
September 30,
2018 |
September 30,
2017 |
|
% / point change
|
||||||||||
|
Net sales
|
$
|
157.4
|
|
$
|
159.1
|
|
|
(1.1
|
)%
|
|
$
|
444.3
|
|
$
|
444.4
|
|
|
—
|
%
|
|
Segment income
|
41.9
|
|
43.3
|
|
|
(3.2
|
%)
|
|
105.8
|
|
96.9
|
|
|
9.2
|
%
|
||||
|
% of net sales
|
26.6
|
%
|
27.2
|
%
|
|
(0.6
|
) pts
|
|
23.8
|
%
|
21.8
|
%
|
|
2.0
|
pts
|
||||
|
|
Three months ended September 30, 2018
|
Nine months ended September 30, 2018
|
||
|
|
over the prior year period
|
over the prior year period
|
||
|
Volume
|
1.1
|
%
|
(2.1
|
)%
|
|
Price
|
0.5
|
|
0.3
|
|
|
Organic growth
|
1.6
|
|
(1.8
|
)
|
|
Currency
|
(2.7
|
)
|
1.8
|
|
|
Total
|
(1.1
|
)%
|
—
|
%
|
|
•
|
unfavorable foreign currency effects for the three months ended September 30, 2018; and
|
|
•
|
slowdown in capital spending impacting the industrial business, driving lower organic sales of approximately 3.5%.
|
|
•
|
organic sales growth of approximately 5.0% from our commercial & residential business.
|
|
•
|
favorable foreign currency effects for the nine months ended September 30, 2018; and
|
|
•
|
organic sales growth of approximately 4.5% from our commercial & residential business.
|
|
•
|
slowdown in capital spending impacting the industrial business and lower project sales volume in the energy business, driving lower organic sales of approximately 5.0% and 2.0%, respectively.
|
|
|
Three months ended September 30, 2018
|
Nine months ended September 30, 2018
|
||
|
|
over the prior year period
|
over the prior year period
|
||
|
Growth/Price
|
1.4
|
pts
|
2.6
|
pts
|
|
Inflation
|
(1.6
|
)
|
(1.3
|
)
|
|
Productivity
|
(0.4
|
)
|
0.7
|
|
|
Total
|
(0.6
|
) pts
|
2.0
|
pts
|
|
•
|
inflationary increases related to certain raw materials, labor and freight costs; and
|
|
•
|
organic sales decline in our industrial business, which resulted in decreased leverage on operating expenses.
|
|
•
|
organic sales growth in our commercial & residential business, which resulted in increased leverage on operating expenses; and
|
|
•
|
favorable mix as a result of the decline in lower margin long-cycle energy sales and growth in higher margin product sales.
|
|
•
|
organic sales growth in our commercial & residential business, which resulted in increased leverage on operating expenses;
|
|
•
|
favorable mix as a result of the decline in lower margin long-cycle energy sales and growth in higher margin product sales; and
|
|
•
|
higher contribution margin as a result of savings generated from our lean and supply management practices.
|
|
•
|
inflationary increases related to certain raw materials, labor and freight costs; and
|
|
•
|
organic sales decline in our energy and industrial businesses, which resulted in decreased leverage on operating expenses.
|
|
|
Three months ended
|
|
|
|
Nine months ended
|
|
|
||||||||||||
|
In millions
|
September 30,
2018 |
September 30,
2017 |
|
% / point change
|
|
September 30,
2018 |
September 30,
2017 |
|
% / point change
|
||||||||||
|
Net sales
|
$
|
147.0
|
|
$
|
139.8
|
|
|
5.2
|
%
|
|
$
|
432.0
|
|
$
|
409.3
|
|
|
5.5
|
%
|
|
Segment income
|
38.9
|
|
35.2
|
|
|
10.5
|
%
|
|
111.5
|
|
108.2
|
|
|
3.0
|
%
|
||||
|
% of net sales
|
26.5
|
%
|
25.2
|
%
|
|
1.3
|
pts
|
|
25.8
|
%
|
26.4
|
%
|
|
(0.6
|
) pts
|
||||
|
|
Three months ended September 30, 2018
|
Nine months ended September 30, 2018
|
||
|
|
over the prior year period
|
over the prior year period
|
||
|
Volume
|
0.8
|
%
|
(0.1
|
)%
|
|
Price
|
5.2
|
|
4.1
|
|
|
Organic growth
|
6.0
|
|
4.0
|
|
|
Currency
|
(0.8
|
)
|
1.5
|
|
|
Total
|
5.2
|
%
|
5.5
|
%
|
|
•
|
organic sales growth of approximately 5.0% and 3.0% from our commercial & residential business in the third quarter and first nine months of 2018 from 2017, respectively, and approximately 2.0% from our industrial business during both the third quarter and first nine months of 2018 from 2017; and
|
|
•
|
favorable foreign currency effects for the nine months ended September 30, 2018.
|
|
•
|
slowdown in capital spending impacting the infrastructure business, driving lower organic sales of approximately 1.5% in the third quarter of 2018 from 2017; and
|
|
•
|
unfavorable foreign currency effects for the three months ended September 30, 2018.
|
|
|
Three months ended September 30, 2018
|
Nine months ended September 30, 2018
|
||
|
|
over the prior year period
|
over the prior year period
|
||
|
Growth/Price
|
3.2
|
pts
|
1.8
|
pts
|
|
Inflation
|
(3.4
|
)
|
(3.1
|
)
|
|
Productivity
|
1.5
|
|
0.7
|
|
|
Total
|
1.3
|
pts
|
(0.6
|
) pts
|
|
•
|
organic sales growth in our commercial & residential and industrial businesses, which resulted in increased leverage on operating expenses;
|
|
•
|
selective increases in selling prices to mitigate inflationary cost increases; and
|
|
•
|
higher contribution margin as a result of savings generated from our lean and supply management practices.
|
|
•
|
inflationary increases related to certain raw materials, labor and freight costs.
|
|
•
|
inflationary increases related to certain raw materials, labor and freight costs; and
|
|
•
|
impact of unfavorable product mix.
|
|
•
|
organic sales growth in our commercial & residential and industrial businesses, which resulted in increased leverage on operating expenses;
|
|
•
|
selective increases in selling prices to mitigate inflationary cost increases; and
|
|
•
|
higher contribution margin as a result of savings generated from our lean and supply management practices.
|
|
|
Q4
|
|
||||||||||||||||||||||
|
In millions
|
2018
|
2019
|
2020
|
2021
|
2022
|
2023
|
Thereafter
|
Total
|
||||||||||||||||
|
Debt obligations
|
$
|
2.5
|
|
$
|
12.5
|
|
$
|
17.5
|
|
$
|
20.0
|
|
$
|
20.0
|
|
$
|
377.5
|
|
$
|
500.0
|
|
$
|
950.0
|
|
|
Interest obligations on fixed-rate debt
|
$
|
19.1
|
|
$
|
34.6
|
|
$
|
34.6
|
|
$
|
34.6
|
|
$
|
34.6
|
|
$
|
34.6
|
|
$
|
114.0
|
|
$
|
306.1
|
|
|
|
Nine months ended
|
|||||
|
In millions
|
September 30,
2018 |
September 30,
2017 |
||||
|
Net cash provided by (used for) operating activities
|
$
|
182.6
|
|
$
|
298.4
|
|
|
Capital expenditures
|
(28.5
|
)
|
(25.1
|
)
|
||
|
Proceeds from sale of property and equipment
|
2.3
|
|
3.9
|
|
||
|
Free cash flow
|
$
|
156.4
|
|
$
|
277.2
|
|
|
|
Certification of Chief Executive Officer.
|
|
|
|
|
|
|
|
Certification of Chief Financial Officer.
|
|
|
|
|
|
|
|
Certification of Chief Executive Officer, Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
|
|
|
|
Certification of Chief Financial Officer, Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
|
|
|
101
|
|
The following materials from nVent's Quarterly Report on Form 10-Q for the quarter ended September 30, 2018 are filed herewith, formatted in XBRL (Extensible Business Reporting Language): (i) the Condensed Consolidated and Combined Statements of Income and Comprehensive Income for the nine months ended September 30, 2018 and 2017, (ii) the Condensed Consolidated and Combined Balance Sheets as of September 30, 2018 and December 31, 2017, (iii) the Condensed Consolidated and Combined Statements of Cash Flows for the nine months ended September 30, 2018 and 2017, (iv) the Condensed Consolidated and Combined Statements of Changes in Equity for the three and nine months ended September 30, 2018 and 2017, and (v) Notes to Condensed Consolidated and Combined Financial Statements.
|
|
|
|
|
|
|
nVent Electric plc
|
|
|
|
Registrant
|
|
|
|
|
|
|
|
By
|
/s/ Stacy P. McMahan
|
|
|
|
Stacy P. McMahan
|
|
|
|
Executive Vice President and Chief Financial Officer
|
|
|
|
|
|
|
By
|
/s/ Randolph A. Wacker
|
|
|
|
Randolph A. Wacker
|
|
|
|
Senior Vice President and Chief Accounting Officer
|
No information found
* THE VALUE IS THE MARKET VALUE AS OF THE LAST DAY OF THE QUARTER FOR WHICH THE 13F WAS FILED.
| FUND | NUMBER OF SHARES | VALUE ($) | PUT OR CALL |
|---|
| DIRECTORS | AGE | BIO | OTHER DIRECTOR MEMBERSHIPS |
|---|
No information found
No Customers Found
No Suppliers Found
Price
Yield
| Owner | Position | Direct Shares | Indirect Shares |
|---|