1
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 SEPTEMBER 30, 1998
/ / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from TO
Commission File Number 1-2958
HUBBELL INCORPORATED
(Exact name of registrant as specified in its charter)
STATE OF CONNECTICUT 06-0397030
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
584 DERBY MILFORD ROAD, ORANGE, CT 06477
(Address of principal executive offices) (Zip Code)
(203) 799-4100
(Registrant's telephone number, including area code)
N/A
(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
----------- ------------
The number of shares of registrant's classes of common stock outstanding as of
November 9, 1998 were:
Class A ($.01 par value) 10,833,000
Class B ($.01 par value) 54,924,000
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HUBBELL INCORPORATED
PART I - FINANCIAL INFORMATION
ITEM 1 FINANCIAL STATEMENTS
CONSOLIDATED BALANCE SHEET
(UNAUDITED)
(IN THOUSANDS)
SEPTEMBER 30, 1998 DECEMBER 31, 1997
ASSETS
Current Assets:
Cash and temporary cash investments ............................... $ 87,174 $ 75,217
Accounts receivable (net) ......................................... 200,302 191,027
Inventories ....................................................... 287,993 275,886
Prepaid taxes ..................................................... 28,509 30,179
Other ............................................................. 5,329 23,864
---------- ----------
TOTAL CURRENT ASSETS ................................................ 609,307 596,173
Property, Plant and Equipment (net) ................................. 285,209 251,933
Other Assets:
Investments ....................................................... 202,340 205,578
Purchase price in excess of net assets of companies acquired (net) 192,018 190,514
Property held as investment ....................................... 11,530 11,249
Other ............................................................. 29,444 29,337
---------- ----------
$1,329,848 $1,284,784
========== ==========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities:
Commercial paper and notes ........................................ $ 54,800 $ 250
Accounts payable .................................................. 63,992 60,909
Accrued salaries, wages and employee benefits ..................... 37,267 34,069
Accrued income taxes .............................................. 40,352 38,338
Dividends payable ................................................. 20,434 19,483
Accrued consolidation and streamlining charge ..................... 14,000 14,000
Other accrued liabilities ......................................... 77,380 89,252
---------- ----------
TOTAL CURRENT LIABILITIES ........................................... 308,225 256,301
Long-Term Debt ...................................................... 99,566 99,519
Other Non-Current Liabilities ....................................... 95,269 95,810
Deferred Income Taxes ............................................... 614 2,898
Shareholders' Equity ................................................ 826,174 830,256
---------- ----------
$1,329,848 $1,284,784
========== ==========
See notes to consolidated financial statements
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HUBBELL INCORPORATED
CONSOLIDATED STATEMENT OF INCOME
(UNAUDITED)
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
THREE MONTHS ENDED NINE MONTHS ENDED
SEPTEMBER 30 SEPTEMBER 30
1998 1997 1998 1997
----------- ----------- ----------- -----------
NET SALES ....................... $ 361,590 $ 351,765 $ 1,073,811 $ 1,029,360
Cost of goods sold .............. 250,681 243,722 742,105 710,023
----------- ----------- ----------- -----------
GROSS PROFIT .................... 110,909 108,043 331,706 319,337
Selling & administrative expenses 53,265 51,105 160,792 154,859
----------- ----------- ----------- -----------
OPERATING INCOME ................ 57,644 56,938 170,914 164,478
----------- ----------- ----------- -----------
OTHER INCOME (EXPENSE):
Investment income .......... 4,159 4,686 12,334 13,527
Interest expense ........... (2,636) (1,898) (6,972) (5,481)
Other income (expense), net (845) (213) (2,044) (1,991)
----------- ----------- ----------- -----------
TOTAL OTHER INCOME, NET ......... 678 2,575 3,318 6,055
----------- ----------- ----------- -----------
INCOME BEFORE INCOME TAXES ...... 58,322 59,513 174,232 170,533
Provision for income taxes ...... 15,168 17,856 47,043 51,162
----------- ----------- ----------- -----------
NET INCOME ...................... $ 43,154 $ 41,657 $ 127,189 $ 119,371
=========== =========== =========== ===========
EARNINGS PER SHARE - BASIC ...... $ 0.66 $ 0.62 $ 1.92 $ 1.78
=========== =========== =========== ===========
EARNINGS PER SHARE - DILUTED .... $ 0.64 $ 0.60 $ 1.87 $ 1.73
=========== =========== =========== ===========
See notes to consolidated financial statements.
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4
HUBBELL INCORPORATED
CONSOLIDATED STATEMENT OF CASH FLOWS
(UNAUDITED)
(IN THOUSANDS)
NINE MONTHS ENDED
SEPTEMBER 30
CASH FLOWS FROM OPERATING ACTIVITIES 1998 1997
- ------------------------------------ --------- ---------
Net income ................................................................... $ 127,189 $ 119,371
Adjustments to reconcile net income to
net cash provided by operating activities:
Depreciation and amortization ............................................. 38,083 36,565
Deferred income taxes ..................................................... (698) 4,607
Expenditures for streamlining and consolidation ........................... (2,878) (7,269)
Chages in assets and liabilities, net of the effect of business
acquisitions:
(Increase)/Decrease in accounts receivable ............................. (8,535) (21,565)
(Increase)/Decrease in inventories ..................................... 2,573 (9,244)
(Increase)/Decrease in other current assets ............................ 18,562 3,916
Increase/(Decrease) in current operating liabilities ................... (14,810) (1,712)
(Increase)/Decrease in other, net ...................................... 1,028 3,266
--------- ---------
Net cash provided by operating activities .................................... 160,514 127,935
--------- ---------
CASH FLOWS FROM INVESTING ACTIVITIES
- ------------------------------------
Acquisition of businesses .................................................... (20,498) (3,077)
Additions to property, plant and equipment ................................... (64,850) (44,756)
Purchases of investments ..................................................... (21,746) (4,443)
Repayments and sales of investments .......................................... 24,984 8,075
Other, net ................................................................... 3,838 16,103
--------- ---------
Net cash used in investing activities ........................................ (78,272) (28,098)
--------- ---------
CASH FLOWS FROM FINANCING ACTIVITIES
- ------------------------------------
Payment of dividends ......................................................... (59,314) (54,159)
Commercial paper and notes - borrowings (repayments) ......................... 54,550 (18,385)
Exercise of stock options .................................................... 5,315 3,160
Acquisition of treasury shares ............................................... (70,836) (8,674)
--------- ---------
Net cash provided (used) in financing activities ............................. (70,285) (78,058)
--------- ---------
Increase (Decrease) in cash and temporary cash investments ................... 11,957 21,779
CASH AND TEMPORARY CASH INVESTMENTS
- -----------------------------------
Beginning of period .......................................................... 75,217 134,397
--------- ---------
End of period ................................................................ $ 87,174 $ 156,176
========= =========
See notes to consolidated financial statements
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HUBBELL INCORPORATED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 1998
(UNAUDITED)
1. Inventories are classified as follows: (in thousands)
SEPTEMBER 30, DECEMBER 31,
1998 1997
-------- --------
Raw Material $101,358 $ 96,455
Work-in-Process 82,596 74,284
Finished Goods 148,485 148,939
-------- --------
332,439 319,678
Excess of current
Production costs over
LIFO cost basis 44,446 43,792
-------- --------
$287,993 $275,886
======== ========
2. Shareholders' Equity comprises: (in thousands)
SEPTEMBER 30, DECEMBER 31,
1998 1997
---- ----
Common Stock, $.01 par value:
Class A-authorized 50,000,000 shares,
outstanding 10,868,221 and 11,146,062 shares $ 109 $ 111
Class B-authorized 150,000,000 shares
outstanding 54,958,397 and 55,880,945 shares 550 559
Additional paid-in-capital 404,791 472,729
Retained earnings 433,824 366,887
Unrealized gains (losses) on securities 37 86
Cumulative translation adjustments (13,137) (10,116)
------- --------
$826,174 $830,256
======== ========
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HUBBELL INCORPORATED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 1998
(UNAUDITED)
3.The Company has acquired three product lines and associated assets during
1998 for a cash purchase price of $20,498,000. The most recent of these
acquisitions was the business and assets of Siescor Technologies, Inc. at the
beginning of the second quarter. On February 14, 1997, Hubbell acquired Fargo
Manufacturing Company, Inc. ("Fargo") based in Poughkeepsie, New York. Fargo
manufactures distribution and transmission line products primarily for the
electric utility market. Each share of Fargo common stock was converted into
a right to receive shares or fractions thereof of Hubbell's Class B Common
Stock and accordingly 1,170,572 shares of Class B Common Stock were issued.
The acquisition of Fargo has been recorded under the purchase method of
accounting with a cost of $43,100,000 net of cash acquired. Additionally,
three product lines and associated assets were acquired during 1997 for
$21,130,000 in cash.
The costs of the acquired businesses have been allocated to assets acquired
and liabilities assumed based on fair values with the residual amount
assigned to goodwill, which is being amortized over forty years. The
businesses have been included in the financial statements as of their
respective acquisition date and had no material effect on the Company's
financial position and reported earnings.
4.The following table sets forth the computation of earnings per share and
comprehensive income for the three and nine months ended September 30, (in
thousands except per share data):
THREE MONTHS ENDED NINE MONTHS ENDED
SEPTEMBER 30 SEPTEMBER 30
------------ ------------
EARNINGS PER SHARE 1998 1997 1998 1997
------------------ --------- --------- --------- ---------
Net Income .................................. $ 43,154 $ 41,657 $127,189 $119,371
--------- --------- --------- ---------
Weighted average number of common
shares outstanding during the period, basic.. 65,827 67,211 66,318 67,211
Common equivalent shares .................... 1,414 1,857 1,734 1,621
--------- --------- --------- ---------
Average number of shares outstanding, diluted 67,241 69,068 68,052
68,832
Earnings per share
Basic ..................................... $ 0.66 $ 0.62 $ 1.92 $ 1.78
--------- --------- --------- ---------
Diluted ................................... $ 0.64 $ 0.60 $ 1.87 $ 1.73
--------- --------- --------- ---------
COMPREHENSIVE INCOME
- --------------------
Net Income ................................ $ 43,154 $ 41,657 $ 127,189 $ 119,371
Changes in:
Cumulative Translation Adjustment (1,082) (167) (3,021) (643)
Unrealized gains (losses) on securities (7) 11 (49) (163)
--------- --------- --------- ---------
Comprehensive Income ................... $ 42,065 $ 41,501 $ 124,119 $ 118,565
--------- --------- --------- ---------
5.In the opinion of management, the information furnished in Part I-Financial
Information on Form 10-Q reflects all adjustments (which include only normal
recurring adjustments) necessary to present fairly the financial statements
for the periods indicated.
6.The results of operations for the three and nine months ended September 30,
1998 and 1997 are not necessarily indicative of the results to be expected
for the full year.
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HUBBELL INCORPORATED
ITEM 2 MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
SEPTEMBER 30, 1998
FINANCIAL CONDITION
At September 30, 1998, the Company's financial position remained strong with
working capital of $301.1 million and a current ratio of 2.0 to 1. Total
borrowings at September 30, 1998, were $154.4 million, 18.7% of shareholders
equity.
The net increase in cash and temporary cash investments of $12.0 million for
the nine months ended September 30, 1998, reflects the following: expenditures
for plant and equipment as part of the consolidation and streamlining
initiative, the acquisition of treasury shares under the Company's share
repurchase program, and quarterly dividend payment offset by cash provided from
operating activities and the issuance of commercial paper.
Net cash provided by operating activities reflects higher net income and a
reduction in other current assets. Accounts receivable increased in line with
higher sales.
The Company believes that currently available cash, 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 as
well as any increase in working capital that would be required to accommodate a
higher level of business activity.
RESULTS OF OPERATIONS
Consolidated net sales increased by 3% for the third quarter and 4%
year-to-date, on improved shipments for Premise Wiring, Lighting and Pulse
Communications combined with the acquisition of six product lines (three in 1997
and three in 1998). Operating income increased 1% for the quarter and 4%
year-to-date. Operating margins were essentially even with last year as
profitability improvements offset the effects of workforce and production
redeployment costs under the Company's consolidation and streamlining initiative
which are being expensed as incurred; combined with increasing price competition
and unfavorable foreign currency exchange rates.
Low Voltage segment sales increased by 4% for the third quarter and 5%
year-to-date on higher shipments of generally all products within the segment.
Operating income increased approximately 1% for the quarter and 3% year-to-date
reflecting the growth in sales.
High Voltage segment sales declined 1% in the quarter and were slightly below
last year for the first nine months. The effect of the acquisition of Fargo in
February 1997 was offset by lower sales in the Asian and Canadian markets.
Operating income increased 10% for the quarter and for year-to-date periods on
improved operating efficiencies from the streamlining initiative and completing
the assimilation of the Fargo acquisition.
The Other Industry segment sales increased 4% for the quarter and 7% for the
first nine months on increased sales of telecommunications and wire management
products combined with the acquisition of the Siescor Technologies product line
in April 1998. Operating profits remained essentially even with last year for
the quarter and increased 4% year-to-date reflecting the growth in sales and the
impact of redeployment expenses associated with the streamlining and
consolidation of the fittings, switch and outlet box businesses.
Sales through the Company's international units declined by 4% in the third
quarter and 3% year-to-date reflecting the weakened economies in Asia and
Canada. Profitability was effected by unfavorable translation rates due to the
strengthening of the US dollar against foreign currencies and combined with the
lower sales volumes resulted in operating income declining by 5% year-to-date.
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HUBBELL INCORPORATED
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
SEPTEMBER 30, 1998
(CONTINUED)
The effective income tax rate for 1998 was 27% versus 30% in 1997. The
decrease in the effective tax rate reflects a higher level of tax benefit from
Puerto Rico operations. Year-to-date net income increased 7% and diluted
earnings per share increased 8%.
CONSOLIDATION AND STREAMLINING INITIATIVES
The Company's consolidation and streamlining program is proceeding
according to management's plan. At September 30, 1998, the accrual balance was
$28,808,000. Through September 30, 1998, cumulative costs charged to the
consolidation and streamlining accrual were $15,800,000 as follows (in
millions):
Employee Asset Exit Other
Benefits Disposals Costs Costs Total
----- ----- ----- ----- ------
1997 Streamlining Charge $15.6 $18.0 $ 6.1 $ 4.9 $44.6
Amounts Utilized in 1997 (.6) (7.3) (0.1) (4.9) (12.9)
Amounts Utilized in 1998 (2.0) (0.5) (0.4) -- (2.9)
----- ----- ----- ----- -----
Remaining Reserve ...... $13.0 $10.2 $ 5.6 $-- $28.8
===== ===== ===== ===== =====
IMPACT OF THE YEAR 2000 ISSUE
The Year 2000 Issue is the result of computer programs being written using two
digits rather than four to define the applicable year. Any of the Company's
computer programs that have date-sensitive software may recognize a date using
"00" as the Year 1900 rather than the Year 2000. This could result in a system
failure or miscalculations causing disruptions of operations, including, among
other things, a temporary inability to process transactions, send invoices, or
engage in similar normal business activities.
During 1995, the Company established a task force which assessed the impact the
Year 2000 could have on the Company's operations and its relationship with
customers and vendors. The assessment resulted in development of appropriate
corrective action plans which addressed the following areas:
- Internal business support systems (operations, engineering, accounting,
etc.)
- Equipment and controls used in the factory and offices (presses,
injection molders, photocopiers, phone systems, etc.)
- Products sold that include electronic components
- Third party suppliers for materials and supplies
- Key Service providers (banks, transportation companies, gas and electric
utilities, communication networks, etc.)
- Customers' ability to place orders electronically with the Company
The corrective action plan for the Company's business support systems included
(a) identification of software and data processing equipment that was not Year
2000 ready, (b) the necessary modification, upgrade or replacement, (c) testing
and (d) establishing a timetable with estimated costs. The identification phase
was completed in 1996 and corrective activity has progressed within each of the
business platforms as follows:
Wiring Systems: Software and equipment upgrades are in place with
--------------- testing in process. Work is scheduled to be
completed in the first quarter of 1999.
Lighting: Completed Year 2000 modification of its main
--------- business system in 1997. Supplemental software
packages are being upgraded with completion targeted
for the fourth quarter of 1998.
Electrical Products: Business units are migrating to a common operating
-------------------- environment that is Year 2000 compliant. Work has
been completed on all business units except for Raco
which is scheduled for completion in first quarter
of 1999.
Power Systems: All business units are on Year 2000 compliant
-------------- systems except for the A.B. Chance Company which is
targeted to complete its migration to the Year 2000
compliant system during the first quarter of 1999.
Special Technology: All operations have upgraded their business
------------------- operating system to be Year 2000 compliant except
for Hubbell Industrial Controls and Gleason Reel
which are making modifications to their systems with
a completion scheduled for second quarter of 1999.
International: The Canadian business systems were replaced during
-------------- 1997 with Year 2000 compliant products. England,
1997 with Year 2000 compliant products. England,
S.E. Asia and Mexico are upgrading their system and
should be completed by the second quarter of 1999.
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All equipment and controls used by the Company in its factories, offices and
warehouses have been inventoried for Year 2000 risk. No critical equipment was
identified that needs Year 2000 update. Testing and verification is on-going,
and as needed, equipment is being upgraded or replaced.
The Company's business units have reviewed their product lines for Year 2000
compliance, with the exception of Hipotronics, which will be finished by the
end of 1998. To date, no Year 2000 compliance issues with regard to the
Company's products have been identified.
The action plans also address the impact that Year 2000 issues may have on
vendors for materials and supplies with respect to the Company. Efforts are
underway to evaluate supplier's Year 2000 readiness and to determine
alternatives and contingency plans such as alternate supply sources and
accumulation of inventory. Approaches to reducing supply disruptions will vary
by business and facility and are intended as a means of managing the risk but
cannot eliminate the potential for disruption due to a third party. Corrective
actions are to be completed or contingency plans initiated by the third quarter
of 1999.
The Company's key service providers have been contacted to determine their Year
2000 readiness and, where appropriate, testing of transactions are being made.
With regard to utilities, such as gas and electric, the Company is relying on
their statement of Year 2000 compliance as testing is not necessarily feasible.
The Company is also dependent upon its customers for sales and cashflow.
Interruptions in our customers' ability to place orders with the Company
electronically due to Year 2000 issues could result in reduced sales, increased
inventories or receivables and lower cashflows. While these events are possible,
the diversity of the Company's customer base is broad enough to minimize the
effects of a single occurrence. Steps are being taken to monitor customers' Year
2000 readiness, including testing of transactions, as a means of determining
risks and alternatives with a target completing of the second quarter 1999.
Estimated expenditures for the corrective actions plan of the Company are $20
million with approximately 60% having been spent to date. Cost for replacement
of software and equipment are capitalized in accordance with Company policies
while costs of modifications are expensed as incurred. The Company does not
seperately track the internal labor costs incurred for the year 2000 issues.
At this time, activities have been progressing in accordance with the action
plans and executive management is monitoring programs. Critical milestones in
the plans are to be completed by the end of the first quarter of 1999. Failure
to meet the milestones would provide advance notice and steps will be taken to
minimize potential affects and implement alternative actions including manual
processing.
While the Company believes its efforts to address the Year 2000 Issue will be
successful in avoiding any material adverse effect on the Company's operations
or financial condition, it recognizes that failing to resolve Year 2000 issues
on a timely basis would, in a "most reasonably likely worst case scenario",
significantly limit its ability to manufacture and distribute its products and
process its daily business transactions for a period of time, especially if
such failure is coupled with third party or infrastructure failures. Similarly,
the Company could be significantly affected by the failure of one or more
significant suppliers, customers or components of the infrastructure to conduct
their respective operations after 1999. Adverse affects on the Company could
include, among other things, business disruption, increased costs, loss of
business and other similar risks.
FORWARD LOOKING STATEMENTS
Certain statements under the caption "Impact of the Year 2000 Issues" are
forward looking. These may be identified by the use of forward-looking words or
phrases, such as "believe", "expect", "anticipate", "should", "plan",
"estimated", "potential", "target", "goals" and "scheduled", among others. The
Private Securities Litigation Reform Act of 1995 provides a "safe harbor" for
such forward looking statements. In order to comply with the terms of the safe
harbor, the Company notes that a variety of factors could cause the Company's
assessment of Year 2000 issues to differ materially from the actual impact of
Year 2000 issues. The risks and uncertainties that may affect the Company's
assessment of Year 2000 issues includes (1) the complexity involved in
ascertaining all situations in which Year 2000 issues may arise; (2) the
ability of the Company to obtain the services of sufficient personnel to
implement the program; (3) possible increases in the cost of personnel required
to implement the program; (4) absence of delays in scheduled deliveries of new
hardware and software from third party suppliers; (5) the receipt and the
reliability of responses from suppliers, customers and others to whom
compliance inquiries are being made; (6) the ability of material third parties
to bring their affected system into compliance and (7) absence of unforeseen
events which could delay timely implementation of the program.
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HUBBELL INCORPORATED
PART II -- OTHER INFORMATION
ITEM 6 EXHIBITS AND REPORTS ON FORM 8-K
EXHIBITS
NUMBER DESCRIPTION
27. Financial Data Schedule (Electronic filings only)
-----------------------------
* Filed hereunder
REPORTS ON FORM 8-K
There were no reports on Form 8-K filed for the nine months ended September 30,
1998.
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: November 16, 1998 /s/ Timothy H. Powers
--------------------- ---------------------------
Timothy H. Powers
Senior Vice President and
Chief Financial Officer
10
5
1,000
9-MOS
DEC-31-1998
SEP-30-1998
87,174
0
208,109
7,807
287,993
609,307
573,946
288,737
1,329,848
308,225
99,566
0
0
659
825,515
1,329,848
1,073,811
1,073,811
742,105
742,105
2,044
1,002
6,972
174,232
47,043
127,189
0
0
0
127,189
1.92
1.87
