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EARNINGS CALL TRANSCRIPT
EARNINGS CALL TRANSCRIPT 2021 - Q2
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Operator

Good day, and thank you for standing by. Welcome to the nVent Q2 Earnings Conference Call. At this time, all participants are in a listen-only mode. After the speaker’s presentation, there will be a question-and-answer session. [Operator Instructions] Please be advised that today's conference call is being recorded.

[Operator Instructions] I would now like to hand the conference over to your speaker today J.C. Weigelt. Thank you. Please go ahead..

J. C. Weigelt

Thank you, Stephanie, and welcome everyone to nVent's Second Quarter 2021 Earnings Call. I'm J.C. Weigelt, Vice President of Investor Relations. And on the call are Beth Wozniak, our Chief Executive Officer; and Sara Zawoyski, our Chief Financial Officer.

Today, we will provide details on our second quarter performance and provide an outlook for the third quarter as well as an update to our full year 2021 outlook.

Before we begin, let me remind you that, any statements made about the company's anticipated financial results are forward-looking statements subject to future risks and uncertainties such as the risks outlined in today's press release and nVent's filings with the Securities and Exchange Commission.

Forward-looking statements are made as of today and the company undertakes no obligation to update publicly such statements to reflect subsequent events or circumstances. Actual results could differ materially from anticipated results. Today's webcast is accompanied by a presentation, which can be found in the Investors section of nVent's website.

References to non-GAAP financials are reconciled in the appendix of the presentation. We will have time for questions after our prepared remarks. And now, I will turn the call over to Beth..

Beth Wozniak Chief Executive Officer & Chairman of the Board

Thank you, J.C., and good morning, everyone. It's great to be with you today to share our strong second quarter performance. I first want to thank our nVent team. Our people remain key to our success focused on driving performance for our customers. Our teams are working tirelessly to meet strong global demand. I'm especially proud of our execution.

We've done a tremendous job responding to increasing customer demand by ensuring strong product availability. This has allowed us to acquire new customers and grow our sales. Turning to slide 3, titled Executive Summary.

First, the safety and well-being of our employee's remains our top priority and we continue to learn adapt and respond to this changing environment. We're executing well and seeing broad-based global growth driving our sales and earnings well ahead of guidance.

We completed two acquisitions during the quarter executing on our capital allocation strategy to invest in growth. The first was Vynckier, which expands our Enclosures portfolio more broadly into infrastructure.

The second with CIS Global strengthens our global position in data centers and networking solutions, with advanced capabilities in technologies and power management. These acquisitions are aligned with the mega trend of the electrification of everything, are expected to be accretive this year and generate attractive returns.

We are again – full year guidance given our strong second quarter results the positive impact from acquisitions and an improved outlook supported by strong order growth. Orders grew 38% in the second quarter outpacing sales and we exited the quarter with record backlog.

Our new adjusted EPS guidance represents a 9% increase from the midpoint of our previous guidance, which is a $0.16 improvement. I am confident in our ability to execute on this improved outlook. On slide 4, sales during the quarter were $601 million, up 34% year-over-year and about $60 million ahead of the second quarter in 2019.

Return on sales was 18.3%, up 300 basis points with incrementals of 27%, reflecting our strong execution. We generated $85 million in free cash flow and our adjusted EPS of $0.50 was up 72% from the prior period. Both sales and adjusted EPS were well ahead of the guidance we provided in April.

Our growth initiatives are delivering results with a focus on high-growth verticals new products and digital all supported by the electrification of everything. In addition, our ability to manage our supply chain has resulted in high product availability, which has allowed us to respond to strong customer demand.

Overall, growth was broad-based across key verticals and geographies. Industrial growth accelerated up approximately 35%. Commercial and residential had strong growth across all three segments. Infrastructure also grew double-digits and we expect this to accelerate in the back half driven by strong orders as well as our acquisitions.

Energy continues to recover and saw nice growth this quarter. Geographically, we saw broad-based global growth with strong double-digit growth in Europe and North America. We are pleased with the progress we are making to grow our European distribution network building upon the success we have had in North America.

Our strategic distribution accounts grew more than 35% globally as we continue to position nVent as a strong strategic partner. On new products we launched 14 this quarter spanning all segments and we remain on track to launch more than 50 new products this year. New product introductions contributed over one point of growth in the quarter.

The most significant launch was our new nVent RAYCHEM HTV heating cable. This cable offers superior levels of high-power retention during a design life of more than three decades and meet stringent demands for maximum process integrity, while protecting people processes and infrastructure.

Our execution is playing a critical role with customer conversions as we continue to have better product availability. We believe better than many in the industry. I have been impressed by what a great job our teams are doing to keep up with demand for our high runner standard products with minimal impact to our stated lead times.

We believe this is a contributor to our strong orders growth. Overall, I'm pleased with our performance as we are building momentum and emerging stronger. I will now turn the call over to Sara for some detail on our second quarter results and our updated outlook for 2021. Sara, please go ahead. .

Sara Zawoyski Executive Vice President, Interim President of Enclosures & Chief Financial Officer

First, is our terrific second quarter performance; second, our order book and backlog give us confidence in our continued growth. Orders outpaced sales in the quarter up 38%. Third, we believe our strong operational performance and ability to serve increased demand is a competitive advantage in this environment.

And last, this updated guidance reflects the added benefit of acquisitions, which is approximately two points in sales for the full year. Our updated guidance also includes higher inflation along with increasing costs and investments related to the surgeon demand and stronger recovery.

As a reminder we took a number of temporary cost actions last year totaling roughly $30 million and we expect these to feather back in at a higher rate in the second half of 2021 versus first half. Additionally, our guidance takes into account some of the supply chain inefficiencies that come with rapid growth.

And lastly, we are making additional investments in our workforce, digital and supply chain capacity all, of which we believe will help future growth. Let me take a moment to discuss inflation, in specifically how we are managing price cost.

We are expecting another meaningful uptick in inflation in the back half, including raw materials, labor and logistics. Specifically, we are modeling approximately $40 million of inflation in both the third and fourth quarters, which compares to roughly $30 million in the second quarter.

We expect pricing to largely offset inflation with an updated outlook of over five points of price this year. We managed through these headwinds in the second quarter and believe our pricing actions, strong volume and operational execution had helped deliver solid margins in the second half of the year.

All in, our margins in the second half are expected to be slightly less than the first half margins of roughly 18%. To summarize, our full year outlook we now expect sales growth of 15% to 18%. Organically, this translates into sales growth of 10% to 13% versus our prior guidance of 5% to 8%.

We are raising and tightening our adjusted EPS guidance, which is now expected to be in the range of $1.84 to $1.90 versus our prior guide of $1.67 to $1.75. This new guidance reflects 25% earnings growth versus 2020 at the midpoint.

From a segment perspective, we expect a stronger recovery in the industrial vertical to benefit our Enclosures segment the most. Strength in industrial and infrastructure are expected to drive sales in our Electrical & Fastening segment with continued growth in commercial.

For Thermal Management, industrial MRO continues to improve and should be a bigger contributor in the back half of the year along with continued strength in commercial and residential. On free cash flow, we are at $126 million for the first half of the year, which is $50 million ahead of last year.

We anticipate another year of strong cash flow with cash conversion of adjustment net income at/or above 100%. This translates to roughly $315 million in free cash flow, a 9% increase versus our previous outlook.

And lastly, we expect corporate costs to increase relative to our previous guidance by approximately $5 million mainly due to higher compensation accruals related to our strong results. This updated guidance reflects double-digit sales, earnings and cash flow growth and all above 2019 levels.

Looking at our third quarter outlook on slide 10, we expect reported sales to increase 16% to 20% and organic sales to be up 10% to 13%. This represents a continuation of the broad based growth we saw in the second quarter as well as strong orders and backlog.

We expect acquisitions to add approximately four points to sales growth and we expect adjusted EPS in the third quarter to be between $0.45 and $0.48. Wrapping up I am pleased with our performance at the halfway point and we are well-positioned for a strong year.

We are executing at a high level, demonstrating the strength of our team and our portfolio and deploying capital to growth with great returns. It is certainly an exciting time at nVent. Now I will turn the call back over to Beth..

Beth Wozniak Chief Executive Officer & Chairman of the Board

Thank you Sara. Turning to slide 11. I would like to cover two topics before turning to Q&A. First is our recent acquisition of CIS Global, which helps us accelerate our strategy in data centers and networking solutions now totaling more than $200 million across our portfolio.

CIS Global extends our protection capabilities where we can now offer smart power management along with our high-performance cooling solutions Enclosures and cable management. CIS Global is a leading provider of mission-critical power distribution units and server rack slides that have been growing double digits with attractive margins.

Their 2020 sales were approximately $80 million and this year we are expecting double-digit growth. With CIS Global, we can now provide our customers a greater breadth of solutions with an extended global reach. This is a highly scalable business and opens up a new $2 billion opportunity for us. The second topic is social responsibility.

Slide 12 shows highlights from our recently published 2020 Social Responsibility Report. Our Social Responsibility efforts are centered on three areas; people, products and planet. And for the first time this report details our goals around these pillars. I'm very proud of the progress that we have made to date. Let me spend a moment on people.

Last year during the pandemic our employee engagement scores improved across nVent, indicating we are listening and acting upon our employee feedback. Employee resource groups or ERGs are a key focus area at nVent and continue to expand.

These ERGs are critical in connecting employees globally in helping to support our efforts on sustainability, recruitment and inclusion and diversity. On that topic, I'm very proud that 60% of our Board of Directors are diverse along with half of our executive team.

Our focus on people and our culture are differentiators and are helping us to attract and retain talent. At nVent, our commitment to social responsibility and continuous improvement guides us towards a more sustainable future.

I am proud of our accomplishments and the steps we've taken to strengthen this commitment and I'm excited about the future we're creating and our role in social responsibility. Wrapping up on slide 13. We continue to see broad-based growth across verticals and geographies.

As we look at our portfolio, we are excited by the tremendous growth opportunities around the electrification of everything. With our mission to connect and protect and the need for resiliency in electrical infrastructure, our solutions are critical and are in high demand. We are executing well on our strategy.

New products are adding about one point of growth as we focus on higher performance solutions labor efficiency and global capabilities. Our digital efforts are improving the customer experience as well as making us more productive. Our M&A strategy is adding high-quality assets and strengthening our long-term growth profile.

In summary our future is bright. Our outlook for the year has improved and we are executing at a high level driving growth and strong results. With that I will now turn the call over to the operator to start Q&A. .

Operator

[Operator Instructions] Your first question comes from the line of Julian Mitchell. .

Julian Mitchell

Hi good morning. Just wanted to follow up on the second half guidance. So it looks like the fourth quarter may be a slightly lower sort of sales and earnings perhaps sequentially than Q3 but not very different.

Just wondered if you could talk through any major moving parts between third quarter and fourth quarter as you see it today whether it's in terms of price versus cost or the temporary costs coming back or on a segment level anything that you'd sort of highlight as moving around very differently between the third and fourth quarters?.

Sara Zawoyski Executive Vice President, Interim President of Enclosures & Chief Financial Officer

Yes. I mean let me maybe start by framing it just in terms of the second half. So from a second half perspective we do expect to see those Q2 strength in sales continue in the back half. More from an earnings and from a cost perspective we do expect a couple of different things to be impacting those margins.

One those temporary costs are feathering back in. And so as we would have expected Q3 is actually one of our most difficult just from a year-over-year ROS perspective as well as incrementals.

And we would expect those temporary costs to continue to accelerate really into Q4 and that's where we expect to be at the most robust levels those folding back in around T&E around some of those discretionary costs and professional fees etcetera. So that would be one thing I would point out.

From an inflation price perspective, we did talk about this a little bit in our prepared remarks. We are expecting an uptick from an inflationary perspective just shy of $40 million there in Q3 and we expect that to be just above that $40 million there in Q4. So, we are seeing some compression from an overall ROS perspective.

But from a sales perspective I would say we continue to expect that strength in Q2 for us to see that in Q3 and Q4. We do have some seasonality that comes into play. Thermal it tends to be our strongest overall and then EFS tends to step down from a Q3 to Q4 perspective as well as Enclosures.

So some of that is going to be just a bit more of seasonality. .

Julian Mitchell

Thanks very much.

And then as you look sort of into early next year as things stand today in terms of your pricing actions and where input and labor and logistics costs are sitting is there a major sort of net headwind as you see it today in early next year, or do you think a lot of these headwinds sort of balance out entering '22?.

Sara Zawoyski Executive Vice President, Interim President of Enclosures & Chief Financial Officer

Well, I would start by saying we've done a good job of managing that price-cost equation. You saw that in the first half and even as we talked about that inflation essentially ticking up here in the back half across commodities wages and freight, we are expecting that pricing to largely offset that.

As we roll into next year, we would expect that inflation to essentially carry over in large part into Q1 and Q2 of a year ago. But to be sure our teams are continuing to look at that price-cost equation not just as we kind of end the year but as we go into next year as well. .

Julian Mitchell

Great. Thank you..

Operator

Your next question is from Jeff Hammond. .

Jeff Hammond

Hey good morning..

Sara Zawoyski Executive Vice President, Interim President of Enclosures & Chief Financial Officer

Good morning. .

Jeff Hammond

So maybe Sara, you could give us the temp costs that came back in 2Q and then what it steps up to in 3Q and 4Q? A - Sara Zawoyski Yes. So we've talked about those temporary costs being roughly $30 million.

A lot of that from a comparison perspective showed up in Q2 and Q3 of a year ago, just that's where kind of the height of the impact of the pandemic was and we began to see that really feather in as early as Q4 of a year ago with some of those furloughs and salary reductions being essentially halted if you will.

When you think about those temporary cost actions, roughly one-third of it is related to T&E. one-third of it is more discretionary, professional fees, et cetera, sort of investing in the growth, I mean as those sales recovered and one-third of those are those furloughs and salary reduction.

So when you think about it, we saw a little bit of that in the context of Q2, but most of the temporary costs in terms of feathering back in are really going to be in Q3 and accelerating into Q4..

Jeff Hammond

Okay. Yes, I guess I'm not terribly surprised by the cyclical recovery in Enclosures and Thermal. I know EFS was much more resilient last year. Maybe just speak to what's driving the strength there and maybe speak specifically there to commercial vertical in terms of the momentum that you're seeing on a commercial construction recovery..

Sara Zawoyski Executive Vice President, Interim President of Enclosures & Chief Financial Officer

Yes. And you're right in saying that EFS was our strongest performing segment in 2019. And so we've continued to see that strength. And remember it's not just a portfolio based on commercial. The Electrical Solutions side of that business is really focused on infrastructure power utilities, et cetera.

So we've seen that be very strong in the infrastructure segment, but commercial especially as we started to see some of the restocking and distribution and then we've just seen commercial projects and that can be everything from warehouse and institutional et cetera. And with our product availability I wanted to make a comment on that.

We've done a really good job making sure that for our core products that our lead times have been minimally impacted. So I think as we go forward, we expect to see that continued strength in commercial for -- across our entire portfolio, but also that electrical infrastructure driving some of the other growth that we're seeing in EFS..

Jeff Hammond

Okay. And then just last one on... .

Beth Wozniak Chief Executive Officer & Chairman of the Board

I was just going to say one more point there. As we talked a lot about new products, I would say that we continue to do a good job, innovating with new products in the EFS segment, which always allow us to drive contractor conversions..

Jeff Hammond

Okay. Great. And then just on the supply chain friction and challenges I mean, great job this quarter.

Is there anything in particular that's getting particularly worse as you go into the second half or conversely starting to get better?.

Beth Wozniak Chief Executive Officer & Chairman of the Board

I wouldn't say there's anything that's getting particularly worse. I think we've done a really good job, when we started in Q4 last year, just looking at how we were positioned with inventory. And I'd say over the last several years, we've done a lot of work to regionalize our supply chains and our capacity.

So I think we've done very well in terms of just ensuring that we've got ROS available. As we go forward, I think we're going to see continued challenges with labor, but we've been managing that with a temporary workforce and over time. And I think, it's really much of the same. But I believe that we're managing that very well.

And again I just speak to how we've managed standard product lead times that have been minimally impacted in our ability to service that demand. So, I think it's much the same that we're going to see as we go in the back half of the year..

Jeff Hammond

Okay. Thanks, so much..

Beth Wozniak Chief Executive Officer & Chairman of the Board

Thank you..

Operator

Thank you. Your next question comes from the line of Joe Ritchie..

Joe Ritchie

Thanks. Good morning everyone..

Beth Wozniak Chief Executive Officer & Chairman of the Board

Good morning..

Sara Zawoyski Executive Vice President, Interim President of Enclosures & Chief Financial Officer

Good morning..

Joe Ritchie

Beth, maybe just starting off on that point around product availability, that's something that came up a few times in your prepared remarks. And I remember when EFS struggled a few years ago with ensuring that you guys had enough products to meet demand.

I guess can you just maybe talk a little bit about some of the steps that you're making and you're taking there? And then also like whether you think it's leading to market share gains at this point?.

Beth Wozniak Chief Executive Officer & Chairman of the Board

Yes. I mean, here's what we've done. One it starts with just ensuring that you've got resiliency in your supply chain. And so, for us it was looking at how do we regionalize supply chain, how do we invest in capacity in our factories with equipment with digital.

How do we make sure we've got a good trained skilled labor force? And we've done all of those things with this view of as we're planning our supply chain for our core products. We want to meet these standard lead times and ensuring we built a supply chain to do that.

And I would say that's one of the key things that we've done in EFS, but it's also something that we've done in Enclosures and we've talked to you before about our digital efforts and looking at products with HOFFMAN on Demand and how we configure products from standard products. So we've been driving managing demand that way.

And I think that's paid off for us, right, in the strength of the orders that we're seeing.

And we do know as we talk to our channel partners and our big strategic distributors that they have said that relative to other suppliers we really have done a good job in being within a day or so of meeting lead times right where others have been impacted by weeks if not been on allocation.

So I absolutely think it is a driver for us in terms of our overall orders and hence sales growth and converting customers. .

Joe Ritchie

That's great to hear. And I guess maybe just my follow-on. Obviously, you guys closed on those two acquisitions. Recently we had a large acquisition announced across our coverage yesterday. And I'm just curious as you're kind of thinking about M&A going forward.

Maybe just tell us a little bit about the pipeline right now? Are there are -- like are there some sizable things in the pipeline that you're looking at? Just any color around that would be helpful. .

Beth Wozniak Chief Executive Officer & Chairman of the Board

Yes. Our M&A pipeline has been very robust and we always characterized it that we're just over a $2 billion company in a $60 billion space, which is largely fragmented. And so we see that there are plenty of opportunities in the two deals that we did this year, I think are -- characterize that.

And I would say this Sara made a comment about how well Eldon and WBT have performed for us.

And one of the things that I'm very proud of is our integration process, we've developed a really robust playbook that allows us to not just focus on operational synergies, but really the growth component because that's really the strategy behind why we're doing these deals to help us grow globally or to help us grow in a high-growth vertical, and because of that integration success.

I think we will look at larger-sized deals if they make sense for us and are strategic, because we have the confidence in our ability to execute. So I would say that our portfolio does have some larger deals as well as in the size that we've also done recently. .

Joe Ritchie

Okay. Great. Thank you..

Operator

Your next question comes from the line of Deane Dray. .

Deane Dray

Thank you. Good morning everyone..

Beth Wozniak Chief Executive Officer & Chairman of the Board

Good morning..

Sara Zawoyski Executive Vice President, Interim President of Enclosures & Chief Financial Officer

Good morning..

Deane Dray

Hey, maybe we can start with Thermal. Just very encouraging to see the upside coming through there. And as you look across the businesses in Thermal is this a turning point? Because we've been waiting for this industrial MRO to start to kick in. That looks like it's coming through. Any comments on the energy side as well. Thanks..

Beth Wozniak Chief Executive Officer & Chairman of the Board

Yes, absolutely. I think it's a turning point for us. And we started the year with really good growth in -- well, I'm going to say really great growth in commercial and residential and that has continued. And then we started to see industrial MRO recover, which is the point that we made. So I believe that is a turning point for us.

And we started to see margins expand as well and that's a portion of that mix as we see industrial MRO come back because it's very strong from a margin standpoint. And I think just the other areas of our strategy that we've been working on with new products with digital all of those things are contributing.

And so we have confidence as we go forward that that portfolio has turned the corner there and on a good path with growth and margin expansion. .

Deane Dray

That's really good to hear.

And any comments on how July played out either in total or within comments on specific businesses?.

Sara Zawoyski Executive Vice President, Interim President of Enclosures & Chief Financial Officer

Yeah. Maybe, I'll take that Deane and just talk a bit about orders. I mean, it starts with just a great order growth even in the context of Q2, up 38% with Enclosures really with standout performance showing that strength in industrial. I'll also just get colored in a little bit by geography.

From a geographic standpoint, we really saw broad-based growth across each one of the regions. Enclosures showed particular strength in Q2 in the context of North America. We talked about with electrical and fasting showing particular strength in Europe and Thermal Management again growth all around, but showing particular strength in APAC.

So I would say broad-based growth across the segments as well as across the geographies. In July specifically, we continue to see double-digit order growth really giving us the confidence in our Q3 overall sales trends.

And really strength across each one of the segments with again that particular strength in Enclosures continuing with the industrial side..

Deane Dray

That's good to hear. Just last one if I could. And can you expand on the labor situation? We had a company report this morning who said their issue is not on actual materials or components, but it's labor. And you said that you had -- I'm not surprised about over time, but the use of temporary workers.

Just what's the labor situation? How does this play out over the next couple of quarters?.

Beth Wozniak Chief Executive Officer & Chairman of the Board

Yeah. The labor has been a challenge without a doubt.

Now there are several things that we've done in terms of just looking at hourly increases looking at some bonuses where that made sense as well as looking at how we drive better programs for onboarding, our hourly work or showing the career path for temporary workers to become a permanent employee et cetera.

So we've done a lot at looking at both availability retention. And so we've -- as a result of those actions, we've seen some better progress in terms of attracting and retaining some of our talent. But I do think this is a challenge that every company is facing. And so we're -- we've got several key programs we're working.

I think we're managing right now in terms of our workforce ensuring that we're keeping them safe number one and then really flexing our workforce and over time to ensure that we're responding to the high level of demand..

Deane Dray

That's great color. Thank you..

Beth Wozniak Chief Executive Officer & Chairman of the Board

Thank you..

Operator

[Operator Instructions] Your next question comes from Nigel Coe..

Unidentified Analyst

Federico Marandi [ph] on for Nigel.

My first question is on the price and how does the 6% price compare to prior inflationary cycles? And do you see any pocket of lagging price, or -- and where do you have a stronger pricing power? And for the second half you mentioned that they receive inflation, where do you see -- what do you assume pricing to be in the second half?.

Beth Wozniak Chief Executive Officer & Chairman of the Board

Let me start first by saying, we always target around one point of price every year, just kind of our focus. And in highly inflationary periods and we had one not too long ago, we'll see that even greater than two points of price.

So this is really as we discussed even in the quarter, the price realization that we've had I think it's just indicative of such a highly inflationary environment. And I'll let Sara add some more color on just kind of how we think about inflation as we go forward..

Sara Zawoyski Executive Vice President, Interim President of Enclosures & Chief Financial Officer

Yes. So, a couple of things there. I mean one -- and I think the question was around just how does it compare in terms of prior inflation environment. I think I do believe we're seeing unprecedented inflation as we sit here today.

So, we have been in an inflationary environment where we executed multiple price increases and been above that one to two points of price increase that we would target per year just depending on where inflation sits. But I think we're at unprecedented levels.

Now with that being said, I also think the team has done a tremendous job across all three of our segments really managing that price cost equation and executing on multiple price increases.

And so, as we look for the full year and really with an eye towards that inflationary pressure increasing here in the back half we do expect full year price to add roughly over five points for the full year.

And I think that's largely indicative too of just the overall strength of our portfolio, value proposition and much of our products do go through channel as well that also helps..

Unidentified Analyst

Thank you. And if I can ask a second one, I would ask about the M&A.

And how do you see M&A contribution in the second half of the year from CIS and Vynckier?.

Beth Wozniak Chief Executive Officer & Chairman of the Board

Yes. So earlier in our Q1 call, we had talked about Vynckier adding roughly one point to sales and seeing that contributing more to EPS really in the context of next year. CIS Global, our more recent acquisition, we believe that to add roughly four points to our back half sales growth and see that adding roughly $0.02 to $0.03 of EPS.

That was incorporated in our updated overall EPS guidance which we raised $0.16 really at the midpoint..

Unidentified Analyst

Thank you very much..

Beth Wozniak Chief Executive Officer & Chairman of the Board

All right. And with that, I want to thank you for joining us today. We are emerging stronger and continue to execute on our strategy to make nVent a top-tier high-performance electrical company. We hope you remain safe, and look forward to speaking to you again. This concludes the call. Thank you..

Operator

Thank you. This concludes today's conference call. You may now disconnect..

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