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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10Q
/X/ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2001
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/ / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from to
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Commission File Number 1-2958
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HUBBELL INCORPORATED
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(Exact name of registrant as specified in its charter)
STATE OF CONNECTICUT 06-0397030
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
584 DERBY MILFORD ROAD, ORANGE, CT 06477
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(Address of principal executive offices) (Zip Code)
(203) 799-4100
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(Registrant's telephone number, including area code)
N/A
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(Former name, former address and former fiscal year,
if changed since last report.)
Indicate by check mark whether the registrant: (1) has filed all reports
required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
YES X NO
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The number of shares of registrant's classes of common stock outstanding
as of May 7, 2001 were:
Class A ($.01 par value) 9,671,600
Class B ($.01 par value) 48,836,700
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INDEX
HUBBELL INCORPORATED
Part I. Financial Information PAGE
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Item 1. Financial Statements - (unaudited)
Consolidated statement of income - Three months ended
March 31, 2001 and 2000 3
Consolidated balance sheets - March 31, 2001 and December 31, 2000 4
Consolidated statement of cash flows - Three months ended March
31, 2001 and 2000 5
Notes to consolidated financial statements - March 31, 2001 6-10
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations 11-15
Part II. Other Information
Item 1. Legal Proceedings N/A
Item 2. Changes In Securities and Use of Proceeds N/A
Item 3. Defaults upon Senior Securities N/A
Item 4. Submission of Matters to a Vote of Security Holders N/A
Item 5. Other Information N/A
Item 6. Exhibits and Report on Form 8-K 16
Signature 16
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HUBBELL INCORPORATED
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
CONSOLIDATED STATEMENT OF INCOME
(UNAUDITED)
(IN MILLIONS, EXCEPT PER SHARE AMOUNTS)
THREE MONTHS ENDED
MARCH 31
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2001 2000
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NET SALES $ 344.1 $ 360.7
Cost of goods sold 257.6 257.5
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GROSS PROFIT 86.5 103.2
Special charge, net -- .2
Selling & administrative expenses 56.6 58.6
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OPERATING INCOME 29.9 44.4
OTHER INCOME (EXPENSE):
Investment income 3.4 3.7
Interest expense (5.3) (4.1)
Other income, net .2 3.4
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TOTAL OTHER INCOME (EXPENSE) (1.7) 3.0
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INCOME BEFORE INCOME TAXES 28.2 47.4
Provision for income taxes 7.1 12.3
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NET INCOME $ 21.1 $ 35.1
======= =======
EARNINGS PER SHARE - BASIC $ 0.36 $ 0.55
======= =======
EARNINGS PER SHARE - DILUTED $ 0.36 $ 0.55
======= =======
CASH DIVIDENDS PER COMMON SHARE $ 0.33 $ 0.32
======= =======
See notes to consolidated financial statements.
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HUBBELL INCORPORATED
CONSOLIDATED BALANCE SHEET
(IN MILLIONS)
(unaudited)
March 31, 2001 December 31, 2000
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ASSETS
Current Assets:
Cash and temporary cash investments $ 32.8 $ 74.8
Accounts receivable (net) 218.7 209.8
Inventories 298.7 298.6
Prepaid taxes and other 28.0 36.8
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TOTAL CURRENT ASSETS 578.2 620.0
Property, plant and equipment (net) 301.8 305.3
Other Assets:
Investments 187.6 192.9
Goodwill, less accumulated amortization 259.8 262.0
Other 73.9 74.3
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$1,401.3 $1,454.5
======== ========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities:
Commercial paper and notes $ 217.6 $ 259.5
Accounts payable 70.5 69.9
Accrued salaries, wages and employee benefits 18.6 21.0
Accrued income taxes 48.6 43.9
Dividends payable 19.3 19.5
Other accrued liabilities 71.2 75.6
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TOTAL CURRENT LIABILITIES 445.8 489.4
Long-Term Debt 99.7 99.7
Other Non-Current Liabilities 90.5 89.9
Deferred Income Taxes 6.2 6.0
Shareholders' Equity 759.1 769.5
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$1,401.3 $1,454.5
======== ========
See notes to consolidated financial statements
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HUBBELL INCORPORATED
CONSOLIDATED STATEMENT OF CASH FLOWS
(UNAUDITED)
(IN MILLIONS)
THREE MONTHS ENDED
MARCH 31
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CASH FLOWS FROM OPERATING ACTIVITIES 2001 2000
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Net income $21.1 $35.1
Adjustments to reconcile net income to
net cash provided by operating activities:
Gain on sale of assets -- (11.3)
Depreciation and amortization 14.5 14.5
Deferred income taxes .2 (3.2)
Expenditures/reversals - streamlining and special charges (1.2) (4.8)
Special Charge - 2000 -- 3.7
Changes in assets and liabilities, net of business
acquisitions/dispositions:
(Increase)/Decrease in accounts receivable (8.9) (11.2)
(Increase)/Decrease in inventories (.1) (8.8)
(Increase)/Decrease in other current assets 8.9 6.9
Increase/(Decrease) in current operating liabilities (1.2) 15.9
(Increase)/Decrease in other, net (1.7) (1.3)
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Net cash provided by operating activities 31.6 35.5
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CASH FLOWS FROM INVESTING ACTIVITIES
Proceeds from disposition of assets -- 20.1
Additions to property, plant and equipment (9.2) (10.9)
Purchases of investments (1.1) (.5)
Repayments and sales of investments 6.5 4.8
Other, net .9 5.8
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Net cash provided by (used in) investing activities (2.9) 19.3
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CASH FLOWS FROM FINANCING ACTIVITIES
Payment of dividends (19.5) (20.8)
Commercial paper and notes - borrowings (41.9) 29.7
Exercise of stock options .6 --
Acquisition of treasury shares (9.9) (32.1)
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Net cash used in financing activities (70.7) (23.2)
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Increase (decrease) in cash and temporary cash investments (42.0) 31.6
CASH AND TEMPORARY CASH INVESTMENTS
Beginning of period 74.8 24.0
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End of period $32.8 $55.6
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See notes to consolidated financial statements.
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HUBBELL INCORPORATED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2001
(UNAUDITED)
1. BASIS OF PRESENTATION
The accompanying unaudited consolidated financial statements have been
prepared in accordance with generally accepted accounting principles
for interim financial information. Accordingly, they do not include all
of the information and footnotes required by generally accepted
accounting principles for complete financial statements. In the opinion
of management, all adjustments (consisting of normal recurring items)
considered necessary for a fair presentation have been included.
Operating results for the three months ending March 31, 2001 are not
necessarily indicative of the results that may be expected for the year
ended December 31, 2001.
The balance sheet at December 31, 2000 has been derived from the
audited financial statements at that date but does not include all of
the information and footnotes required by generally accepted accounting
principles for complete financial statements.
For further information, refer to the consolidated financial statements
and footnotes thereto included in the Hubbell Incorporated Annual
Report on Form 10-K for the year ended December 31, 2000.
2. SPECIAL AND NON-RECURRING CHARGES
Special Charge, net, in the first quarter of 2000 reflects an
adjustment of estimated program costs and a corresponding reversal of
$3.5 million of accrued cost associated with the 1997 streamlining
plan. Offsetting this income was a $3.7 million charge for new programs
consisting primarily of the consolidation of a Lighting operation,
discontinuing participation in certain joint ventures and severance
costs.
Full year 2000 operating results reflect a special charge of $10.4
million. The following table sets forth the status of the 2000 special
charge at March 31, 2001 (in millions):
Employee Asset Exit
Benefits Disposals Costs Total
----- ----- ----- -----
2000 special charge $ 1.6 $ 6.0 $ 2.8 $10.4
Non-cash write-offs -- (6.0) -- (6.0)
Cash expenditures (1.6) -- (2.8) (4.4)
----- ----- ----- -----
Remaining reserve $ -- $ -- $ -- $ --
===== ===== ===== =====
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HUBBELL INCORPORATED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2001
(UNAUDITED)
1997 Streamlining Program
The following table sets forth the status of the 1997 streamlining
program at March 31, 2001 (in millions):
Employee Disposal Accrued
Benefits and Exit Costs Charge
-------- -------------- -------
1997 streamlining program $15.6 $16.8 $32.4
Amounts reversed in 2000 (5.4) (5.1) (10.5)
Amount utilized (8.4) (9.2) (17.6)
----- ----- -----
Remaining reserve
$ 1.8 $ 2.5 $ 4.3
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3. BUSINESS COMBINATIONS
Dispositions
In April 2000, the Company completed the sale of its WavePacer Digital
Subscriber Line assets, part of Pulse Communications, Inc. ("Pulse"),
to ECI Telecom Ltd. for a purchase price of $61.0 million. The
transaction produced a gain on sale of $36.2 million in the 2000 second
quarter.
4. INVENTORIES ARE CLASSIFIED AS FOLLOWS: (IN MILLIONS)
MARCH 31, DECEMBER 31,
2001 2000
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Raw Material $ 97.4 $ 93.1
Work-in-Process 72.4 75.0
Finished Goods 171.3 172.9
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341.1 341.0
Excess of current
costs over LIFO basis 42.4 42.4
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$298.7 $298.6
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HUBBELL INCORPORATED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2001
(UNAUDITED)
5. SHAREHOLDERS' EQUITY COMPRISES: (IN MILLIONS)
MARCH 31, DECEMBER 31,
2001 2000
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Common Stock, $.01 par value:
Class A-authorized 50,000,000 shares,
outstanding 9,604,238 and 9,637,338 shares $ .1 $ .1
Class B-authorized 150,000,000 shares
outstanding 48,824,444 and 49,120,453 shares .5 .5
Additional paid-in-capital 201.7 211.0
Retained earnings 579.1 577.4
Cumulative translation adjustments (22.3) (19.5)
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$759.1 $769.5
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6. The following table sets forth the computation of earnings per share
for the three months ended March 31, (in millions except per share data):
THREE MONTHS ENDED
MARCH 31
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2001 2000
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Net Income $ 21.1 $ 35.1
====== ======
Weighted average number of common
shares outstanding during the period 58.4 63.4
Potential dilutive shares .4 .2
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Average number of shares outstanding - diluted 58.8 63.6
Earnings per share:
Basic $ 0.36 $ 0.55
Diluted $ 0.36 $ 0.55
7. COMPREHENSIVE INCOME (IN MILLIONS)
Total comprehensive income was $18.3 for the three months ended March
31, 2001 and $32.3 for the three months ended March 31, 2000. The
difference between Net Income and Comprehensive Income relates primarily
to translation adjustments.
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HUBBELL INCORPORATED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2001
(UNAUDITED)
8. INDUSTRY SEGMENTS
The following table sets forth financial information by industry
segment for the three months ended March 31 (in millions):
THREE MONTHS ENDED
MARCH 31
---------------------------
2001 2000
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Net Sales
Electrical $219.3 $242.9
Power 88.0 92.8
Industrial Technology 36.8 25.0
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Total $344.1 $360.7
====== ======
Operating Income
Electrical* $ 20.3 $ 34.4
Special and nonrecurring
charge, net -- (1.6)
Power 7.7 8.4
Special and nonrecurring
charge, net -- 1.4
Industrial Technology 1.9 1.8
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Segment Total 29.9 44.4
Interest Expense (5.3) (4.1)
Investment and Other
Income, Net 3.6 7.1
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Income Before Income Taxes $ 28.2 $ 47.4
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* - ELECTRICAL SEGMENT OPERATING INCOME FOR THE THREE MONTHS ENDED
MARCH 31, 2000 INCLUDES $8.1 MILLION OF GAIN ON SALE OF A
FULLY-DEPRECIATED WEST COAST WAREHOUSE.
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HUBBELL INCORPORATED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2001
(UNAUDITED)
9. In June 1999, the Financial Accounting Standards Board issued statement
of Financial Accounting Standard ("SFAS") No. 137, "Accounting for
Derivative Instruments and Hedging Activities - Deferral of the
Effective Date of FASB Statement No. 133", which delayed the effective
date of SFAS No. 133, "Accounting for Derivative Instruments and
Hedging Activities", by one year. SFAS No. 133 is now effective for all
fiscal quarters of all fiscal years beginning after June 15, 2000
(January 1, 2001 for the Company). SFAS No. 133 requires that all
derivative instruments be recorded on the balance sheet at their fair
value. This will change the current practices of the Company, but is
not expected to have a significant impact on financial position or
results of operations given the Company's past practice of having
limited transactions involving use of derivative financial instruments.
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HUBBELL INCORPORATED
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
MARCH 31, 2001
RESULTS OF OPERATIONS
Consolidated net sales for the first quarter declined 4.6% versus the same
period of the prior year. Comparable sales in a majority of the Company's
businesses within its three segments experienced declines. However, the
Industrial Technology Segment (renamed from "Other" during 2000) reported an
overall 47% increase in sales as a result of the July 2000 acquisition of
GAI-Tronics. Sales in the Electrical and Power Segments were lower due to
reduced demand throughout the Company's principal industrial markets caused by a
general economic slowdown.
Operating income for the quarter declined 33%. However, operating income in 2000
included a gain of $8.1 million from the sale of a west coast warehouse in
connection with the relocation of this facility. Excluding the gain, operating
income declined 18% resulting from the decline in sales and the impact of
unabsorbed fixed manufacturing costs. Cost reduction actions, which started in
the 2000 fourth quarter and are continuing, were effective at minimizing the
margin decline by eliminating variable costs and partially eliminating fixed
costs associated with lower sales.
Segment Results
Electrical Segment sales declined 9.7% in the quarter versus the comparable
period of 2000. Despite reporting a slight improvement in sales of commodity and
harsh and hazardous application electrical products, overall volume declined due
to a reduction in orders for specification-grade lighting and wiring products.
In addition, the Pulse Communications business continued to experience a decline
in demand for that business' core multiplexing products. Operating income fell
23%, excluding the gain from the sale of the west coast warehouse, as a result
of the impact of the volume decline on higher margin products within the segment
and unabsorbed fixed manufacturing expenses. However, despite lower orders and
sales, operating results within commodity electrical products and at Pulse
improved with both businesses reporting modest profits in 2001 versus losses in
the 2000 first quarter. Within commodity electrical products, the improvement
resulted from completing actions needed to reduce logistics costs and to restore
service levels to historical levels. At Pulse, losses were eliminated as a
result of the April 2000 sale of this business' digital subscriber line assets.
Power Segment sales declined 5% versus the 2000 first quarter as a result of
lower order input levels, from primarily utility industry customers, which began
in the second half of 2000. Lower demand from utility industry customers is
attributable to disruptions in their procurement patterns caused by business
combinations, the California energy crisis and general economic conditions. In
addition, the decline reflects unusually strong order levels in the prior year
first quarter which were not sustained. Operating income declined due to the
lower sales and resultant unabsorbed fixed expenses. However,
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HUBBELL INCORPORATED
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
MARCH 31, 2001
(CONTINUED)
partially offsetting the impact of lower volume was the favorable impact of
having completed the complex series of changes, started in 1998, to consolidate
operations and move to lower cost sites. Completion of these actions primarily
benefited profit comparisons within the segment's connectors product line. New
cost reductions, including lower employment levels, have been completed in
response to the lower volume and further measures are being identified to keep
costs in line with order input levels.
Industrial Technology Segment reported substantially increased sales in the
quarter as a result of the July 2000 acquisition of GAI-Tronics Corporation.
GAI-Tronics is a leading supplier of specialized communications systems designed
for indoor, outdoor and hazardous environments. The segment's other businesses
faced slower industrial demand resulting in lower sales compared with 2000.
Operating profits improved as a result of the strong profit contribution from
GAI-Tronics, offset by lower margins in each of the segment's other businesses
including high voltage test and measurement products, industrial control
products and cable management systems.
Special Charge, net, in 2000 reflects an adjustment of estimated program costs
and a corresponding reversal of $3.5 million of accrued cost associated with the
1997 streamlining plan. Offsetting this income was a $3.7 million charge for new
programs consisting primarily of the consolidation of a Lighting operation,
discontinuing participation in certain joint ventures and severance costs.
Interest expense increased in the quarter versus the 2000 first quarter
primarily due to higher average debt levels.
Other income, net, declined as a result of the prior year balance including $3.2
million of gain on sale of leveraged lease investments in contemplation of their
pending expiration.
The effective income tax rate for 2001 remained at 25%, consistent with the
full year of 2000. However, this rate compares to a 26% rate utilized in the
first quarter of 2000. The quarter over quarter decline primarily results from
a greater proportion of income being derived from tax advantaged Puerto Rican
operations.
First quarter net income and diluted earnings per share declined due to the
lower operating income and lower other income (expense), offset by lower average
shares outstanding versus the comparable year-ago period.
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HUBBELL INCORPORATED
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
MARCH 31, 2001
(CONTINUED)
RESTRUCTURING AND SPECIAL CHARGES
2000 special charge
In 2000, the Company recorded a special charge comprised of asset impairments of
$6.0 million and facility consolidation and downsizing, severance, and other
provisions of $4.4 million. The following table sets forth the original
components and status at March 31, 2001 of the 2000 special charge (in
millions):
Employee Asset Exit
Benefits Disposals Costs Total
----- ----- ----- -----
2000 special charge $ 1.6 $ 6.0 $ 2.8 $10.4
Non-cash write-offs -- (6.0) -- (6.0)
Cash expenditures (1.6) -- (2.8) (4.4)
----- ----- ----- -----
Remaining reserve $ -- $ -- $ -- $ --
===== ===== ===== =====
All actions contemplated under this charge have been completed at March 31,
2001.
1997 Streamlining Plan
In 1997, the Company recorded a special charge of $52.0 million, comprised of
$32.4 million of accrued consolidation and streamlining costs, $9.5 million of
facility asset impairments, a $7.4 million goodwill asset impairment, and other
current employee and product line exit costs of $2.7 million. The Company's
consolidation and streamlining initiatives were undertaken to optimize the
organization and cost structure primarily within the Electrical and Power
Segments.
The components of the initial reserve at December 31, 1997, amounts utilized in
1997-March 2001 and reversed in 2000, and the accrued consolidation and
streamlining reserve balances remaining at March 31, 2001 were (in millions):
Employee Disposal Accrued
Benefits and Exit Costs Charge
----- ----- -----
1997 streamlining program $15.6 $16.8 $32.4
Amounts reversed in 2000 (5.4) (5.1) (10.5)
Amounts utilized (8.4) (9.2) (17.6)
----- ----- -----
Remaining reserve $ 1.8 $ 2.5 $ 4.3
===== ===== =====
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HUBBELL INCORPORATED
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
MARCH 31, 2001
(CONTINUED)
One plant closing remains, which is scheduled to be completed in 2001. This
action is consistent with the timing established in the plan. Following
completion of this action, the overall program will be substantially concluded.
LIQUIDITY AND CAPITAL RESOURCES
Management views liquidity on the basis of the Company's ability to meet
operational funding needs, fund additional investments, including acquisitions,
and make dividend payments to shareholders. The Company's working capital
position at March 31, 2001 was $132.4 million versus $130.6 million at December
31, 2000. Total borrowings at March 31, 2001, were $317.3 million, 42% of
shareholders equity. The debt to equity ratio has declined versus December 31,
2000 primarily due to use of first quarter 2001 operating cash flow to lower
commercial paper outstanding.
The Company's overall cash and investment balances of $220.4 declined at March
31, 2001 versus December 31, 2000 primarily due to payment of the quarterly
dividend to shareholders and completion of the 1997 share repurchase program.
During the quarter, the Company purchased 400,000 Class A and Class B shares for
$9.9 million. Through March 31, 2001, the Company has completed the purchase of
9.7 million shares aggregating $300.1 million.
At its meeting in December 2000, the Company's Board of Directors authorized
repurchase of an additional $300 million of Class A and Class B shares. This
authorization is expected to be completed over a three-year period, however,
management has not yet executed any purchases under this program through March
31, 2001.
Cash provided by operations declined in the first quarter of 2001 versus the
first quarter of 2000 primarily due to lower net income and the timing of tax
payments, offset by better management of inventory. Cash flow in the prior year
also reflects proceeds from the liquidation of an investment in leveraged leases
and the sale of a west coast warehouse.
The Company believes that currently available cash, available borrowing
facilities, and its ability to increase its credit lines if needed, combined
with internally generated funds should be more than sufficient to fund capital
expenditures, share repurchases as well as any increase in working capital that
would be required to accommodate a higher level of business activity. The
Company actively seeks to expand by acquisition as well as through the growth of
its present businesses. While a significant acquisition may require additional
borrowings, the Company believes it would be able to obtain financing based on
its favorable historical earnings performance and strong financial position.
MARKET RISKS
In the operation of its business, the Company has identified market risk
exposures to foreign currency exchange rates, raw material prices and interest
rates. There have not been any material changes affecting the identified risks
or the Company's strategy for managing the exposures from the preceding year.
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HUBBELL INCORPORATED
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
MARCH 31, 2001
(CONTINUED)
FORWARD-LOOKING STATEMENTS
Certain statements made in this Management's Discussion and Analysis of
Financial Condition and Results of Operations, and elsewhere in this report, are
forward-looking and are based on the Company's reasonable current expectations.
These forward-looking statements may be identified by the use of words, such as
"believe", "expect", "anticipate", "should", "plan", "estimated", "potential",
"target", "goals", and "scheduled", among others. In connection with the "safe
harbor" provisions of the Private Securities Litigation Reform Act of 1995, the
Company is hereby identifying important factors that could cause actual results
to differ materially from those contained in the specified statements. Such
factors include, but are not limited to: the projection of improvement in the
rate of progress made in lowering costs and the timing of completion of actions
in connection with the 1997 streamlining plan.
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HUBBELL INCORPORATED
PART II -- OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORT ON FORM 8-K
EXHIBITS
NUMBER DESCRIPTION
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27. Financial Data Schedule (Electronic filings only)
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REPORTS ON FORM 8-K
There were no reports on Form 8-K filed for the three months ended March 31,
2001.
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.
HUBBELL INCORPORATED
Dated: May 11, 2001 /s/ T. H. Powers
Timothy H. Powers
Senior Vice President and
Chief Financial Officer
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