Hubbell 10-Q 2023-09-30
Filed 2023-11-01. 8 sections, 197K characters. Original on sec.gov · Markdown · JSON
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-Q
☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2023
☐ 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)
| Connecticut | 06-0397030 | |||||||
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | |||||||
| 40 Waterview Drive | ||||||||
| Shelton, | CT | 06484 | ||||||
| (Address of principal executive offices) | (Zip Code) | |||||||
| (475) | 882-4000 | |||||||
| (Registrant’s telephone number, including area code) |
| N/A | ||
| (Former name, former address and former fiscal year, if changed since last report.) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||
| Common Stock - par value $0.01 per share | HUBB | New York Stock Exchange |
| 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 | ☑ | No | ☐ | |||||||||||||||||||||||||
| •whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). | Yes | ☑ | No | ☐ | |||||||||||||||||||||||||
| •whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer”, “accelerated filer”, “smaller reporting company”, and "emerging growth company" in Rule 12b-2 of the Exchange Act. (Check one): | |||||||||||||||||||||||||||||
| Large accelerated filer | ☑ | Accelerated filer | ☐ | Non-accelerated filer | ☐ | Smaller reporting company | ☐ | ||||||||||||||||||||||
| Emerging growth company | ☐ | If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standard provided pursuant to Section 13(a) of the Exchange Act. ☐ | |||||||||||||||||||||||||||
| •whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). | Yes | ☐ | No | ☑ |
The number of shares outstanding of Hubbell common stock as of October 25, 2023 was 53,622,050.
HUBBELL INCORPORATED-Form 10-Q 1
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Index
HUBBELL INCORPORATED-Form 10-Q 2
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| PART I | FINANCIAL INFORMATION |
Item 1. Financial Statements
Condensed Consolidated Statements of Income (unaudited)
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| (in millions, except per share amounts) | 2023 | 2022 | 2023 | 2022 | |||||||||||||||||||
| Net sales | $ | 1,375.8 | $ | 1,316.2 | $ | 4,027.1 | $ | 3,728.3 | |||||||||||||||
| Cost of goods sold | 888.4 | 917.7 | 2,595.2 | 2,623.5 | |||||||||||||||||||
| Gross profit | 487.4 | 398.5 | 1,431.9 | 1,104.8 | |||||||||||||||||||
| Selling & administrative expenses | 211.1 | 194.9 | 619.0 | 567.7 | |||||||||||||||||||
| Operating income | 276.3 | 203.6 | 812.9 | 537.1 | |||||||||||||||||||
| Interest expense, net | (7.8) | (12.1) | (26.7) | (37.9) | |||||||||||||||||||
| Pension charge (Note 13) | — | (1.5) | — | (5.9) | |||||||||||||||||||
| Other (expense) income, net | (3.5) | 0.8 | (12.4) | 6.9 | |||||||||||||||||||
| Total other expense | (11.3) | (12.8) | (39.1) | (36.9) | |||||||||||||||||||
| Income from continuing operations before income taxes | 265.0 | 190.8 | 773.8 | 500.2 | |||||||||||||||||||
| Provision for income taxes | 63.0 | 38.8 | 180.2 | 107.3 | |||||||||||||||||||
| Net income from continuing operations | 202.0 | 152.0 | 593.6 | 392.9 | |||||||||||||||||||
| Less: Net income from continuing operations attributable to noncontrolling interest | (1.9) | (1.7) | (4.8) | (4.5) | |||||||||||||||||||
| Net income from continuing operations attributable to Hubbell Incorporated | 200.1 | 150.3 | 588.8 | 388.4 | |||||||||||||||||||
| (Loss) Income from discontinued operations, net of tax (Note 2) | — | (11.2) | — | 52.9 | |||||||||||||||||||
| Net Income attributable to Hubbell Incorporated | $ | 200.1 | $ | 139.1 | $ | 588.8 | $ | 441.3 | |||||||||||||||
| Earnings per share: | |||||||||||||||||||||||
| Basic earnings per share from continuing operations | $ | 3.72 | $ | 2.79 | $ | 10.96 | $ | 7.20 | |||||||||||||||
| Basic earnings per share from discontinued operations | — | (0.21) | — | 0.98 | |||||||||||||||||||
| Basic earnings per share | $ | 3.72 | $ | 2.58 | $ | 10.96 | $ | 8.18 | |||||||||||||||
| Diluted earnings per share from continuing operations | $ | 3.70 | $ | 2.78 | $ | 10.89 | $ | 7.16 | |||||||||||||||
| Diluted earnings per share from discontinued operations | — | (0.21) | — | 0.98 | |||||||||||||||||||
| Diluted earnings per share | $ | 3.70 | $ | 2.57 | $ | 10.89 | $ | 8.14 | |||||||||||||||
| Cash dividends per common share | $ | 1.12 | $ | 1.05 | $ | 3.36 | $ | 3.15 |
See notes to unaudited Condensed Consolidated Financial Statements.
HUBBELL INCORPORATED-Form 10-Q 3
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Condensed Consolidated Statements of Comprehensive Income (unaudited)
| Three Months Ended September 30, | ||||||||
| (in millions) | 2023 | 2022 | ||||||
| Net income | $ | 202.0 | $ | 140.8 | ||||
| Other comprehensive income (loss): | ||||||||
| Currency translation adjustments: | ||||||||
| Foreign currency translation adjustments | (12.8) | (26.4) | ||||||
| Reclassification of currency translation losses included in net income | — | — | ||||||
| Defined benefit pension and post-retirement plans, net of taxes of $(0.7) and $(1.1) | 1.9 | 3.3 | ||||||
| Unrealized gain (loss) on investments, net of taxes of $0.1 and $0.3 | (0.3) | (0.9) | ||||||
| Unrealized gain (loss) on cash flow hedges, net of taxes of $(0.1) and $(0.3) | 0.4 | 1.0 | ||||||
| Other comprehensive income (loss) | (10.8) | (23.0) | ||||||
| Comprehensive income | 191.2 | 117.8 | ||||||
| Less: Comprehensive income attributable to noncontrolling interest | 1.9 | 1.7 | ||||||
| Comprehensive income attributable to Hubbell Incorporated | $ | 189.3 | $ | 116.1 |
See notes to unaudited Condensed Consolidated Financial Statements.
| Nine Months Ended September 30, | ||||||||
| (in millions) | 2023 | 2022 | ||||||
| Net income | $ | 593.6 | $ | 445.8 | ||||
| Other comprehensive income (loss): | ||||||||
| Currency translation adjustment: | ||||||||
| Foreign currency translation adjustments | 0.5 | (51.5) | ||||||
| Reclassification of currency translation losses included in net income | — | 0.5 | ||||||
| Defined benefit pension and post-retirement plans, net of taxes of $(2.5) and $(2.9) | 5.3 | 8.8 | ||||||
| Unrealized gain (loss) on investments, net of taxes of $0.1 and $0.7 | (0.3) | (2.1) | ||||||
| Unrealized gain (loss) on cash flow hedges, net of taxes of $0.2 and $(0.3) | (0.5) | 0.9 | ||||||
| Other comprehensive income (loss) | 5.0 | (43.4) | ||||||
| Comprehensive income | 598.6 | 402.4 | ||||||
| Less: Comprehensive income attributable to noncontrolling interest | 4.8 | 4.5 | ||||||
| Comprehensive income attributable to Hubbell Incorporated | $ | 593.8 | $ | 397.9 |
enotes to unaudited Condensed Consolidated Financial Statements.
See notes to unaudited Condensed Consolidated Financial Statements.
HUBBELL INCORPORATED-Form 10-Q 4
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Condensed Consolidated Balance Sheets (unaudited)
| (in millions) | September 30, 2023 | December 31, 2022 | ||||||
| ASSETS | ||||||||
| Current Assets | ||||||||
| Cash and cash equivalents | $ | 572.8 | $ | 440.5 | ||||
| Short-term investments | 17.9 | 14.3 | ||||||
| Accounts receivable (net of allowances of $13.2 and $14.3) | 852.9 | 741.6 | ||||||
| Inventories, net | 788.4 | 740.7 | ||||||
| Other current assets | 86.4 | 84.3 | ||||||
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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Executive Overview of the Business
Hubbell is a global manufacturer of quality electrical products and utility solutions for a broad range of customer and end market applications. We provide utility and electrical solutions that enable our customers to operate critical infrastructure reliably and efficiently, and we empower and energize communities through innovative solutions supporting energy infrastructure In Front of the Meter, on The Edge, and Behind the Meter. In Front of the Meter is where utilities transmit and distribute energy to their customers. The Edge connects utilities with owner/operators and allows energy and data to be distributed back and forth. Behind the Meter is where owners and operators of buildings and other critical infrastructure consume energy. Products are either sourced complete, manufactured or assembled by subsidiaries in the United States, Canada, Puerto Rico, Mexico, China, the UK, Brazil, Australia, Spain and Ireland. The Company also participates in joint ventures in Hong Kong and the Philippines, and maintains offices in Singapore, Italy, China, India, Mexico, South Korea, Chile, and countries in the Middle East. The Company employed approximately 17,100 individuals worldwide as of September 30, 2023.
The Company’s reporting segments consist of the Utility Solutions segment and Electrical Solutions segment.
Results for the nine months ended September 30, 2023 by segment are included under “Segment Results” within this Management’s Discussion and Analysis.
The Company's long-term strategy is to serve its customers with reliable and innovative electrical and related infrastructure solutions with desired brands and high-quality service, delivered through a competitive cost structure; to complement organic revenue growth with acquisitions that enhance its product offerings; and to allocate capital effectively to create shareholder value.
Our strategy to complement organic revenue growth with acquisitions is focused on acquiring assets that extend our capabilities, expand our product offerings, and present opportunities to compete in core, adjacent or complementary markets. Our acquisition strategy also provides the opportunity to advance our revenue growth objectives during periods of weakness or inconsistency in our end-markets.
Our strategy to deliver products through a competitive cost structure has resulted in past and ongoing restructuring and related activities. Our restructuring and related efforts include the consolidation of manufacturing and distribution facilities, and workforce actions, as well as streamlining and consolidating our back-office functions. The primary objectives of our restructuring and related activities are to optimize our manufacturing footprint, cost structure, and effectiveness and efficiency of our workforce.
Productivity improvement also continues to be a key area of focus for the Company and efforts to drive productivity complement our restructuring and related activities to minimize the impact of rising material costs and other administrative cost inflation. Because material costs are approximately two thirds of our cost of goods sold, continued volatility in this area could significantly impact profitability. Our goal is to have pricing and productivity programs that offset material and other inflationary cost increases as well as pay for investments in key growth areas.
Productivity programs affect virtually all functional areas within the Company by reducing or eliminating waste and improving processes. We continue to expand our efforts related to global product and component sourcing and supplier cost reduction programs. Value engineering efforts, product transfers and the use of lean process improvement techniques are expected to continue to increase manufacturing efficiency. In addition, we continue to build upon the benefits of our enterprise resource planning system across all functions.
Our sales are also subject to market conditions that may cause customer demand for our products to be volatile and unpredictable, particularly in our Electrical Solutions segment. Product demand can be affected by fluctuations in domestic and international economic conditions, as well as currency fluctuations, commodity costs, and a variety of other factors. Since early 2021, we have experienced significant inflationary pressure across much of our business. As a result, we have taken various pricing actions to cover the higher costs and protect our profitability. Although there has been some mitigation in the rate of inflation in recent months, we expect inflation to remain a factor for the foreseeable future and we expect to continue to take these pricing actions subject to demand and market conditions. Accordingly, there can be no assurance that we will be able to maintain our margins in response to further changes in inflationary pressures. In addition, macroeconomic effects such as increases in interest rates and other measures taken by central banks and other policy makers could have a negative effect on overall economic activity which could reduce our customers’ demand for our products.
HUBBELL INCORPORATED-Form 10-Q 30
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Discontinued Operations
On February 1, 2022, the Company completed the sale of the C&I Lighting business to GE Current, a Daintree Company, for total net cash consideration of $332.8 million. The sale of this business is reported as a discontinued operation in our Condensed Consolidated Financial Statements. For additional information regarding this transaction and its effect on our financial reporting, see Note 2 – Discontinued Operations, in the accompanying Condensed Consolidated Financial Statements, which note is incorporated herein by reference.
The following is a discussion and analysis of our business, financial condition and results of operations as of and for the three and nine month periods ended September 30, 2023 and 2022. This discussion and analysis should be read in conjunction with our Condensed Consolidated Financial Statements and notes thereto in Item 1 of this Quarterly Report on Form 10-Q, and the audited consolidated financial statements, accompanying notes and Management’s Discussion and Analysis of Financial Condition and Results of Operations contained in our Annual Report on Form 10-K for the fiscal year ended December 31, 2022.
Results of Operations – Third Quarter of 2023 compared to the Third Quarter of 2022
Overview
Hubbell delivered another strong quarter of margin expansion and earnings growth. Grid modernization and electrification continue to drive demand for our products and solutions. Margin expansion in the quarter was driven primarily by favorable price realization and modestly lower material costs. Improvements in productivity were more than offset by non-material cost inflation and investments in our business.
Utility Solutions segment sales growth was strong in the quarter, driven by price realization, improved availability of semiconductors and strong backlog, partially offset by softness in the telcom market. Improved lead times drove further channel inventory normalization in the utility distribution markets, though end customer demand remained solid. In the Electrical Solutions segment, commercial markets remained modest driven by channel inventory management and residential markets showed continued softness, partially offset by broad-based strength across industrial end markets and strong growth in renewables and datacenters.
SUMMARY OF CONDENSED CONSOLIDATED RESULTS (IN MILLIONS, EXCEPT PER SHARE DATA):
| Three Months Ended September 30, |
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Item 3. Quantitative and Qualitative Disclosures About Market Risk
In the operation of its business, the Company has exposures to fluctuating foreign currency exchange rates, availability of purchased finished goods and raw materials, changes in material prices, foreign sourcing issues, and changes in interest rates. There have been no significant changes in our exposure to these market risks during the nine months ended September 30, 2023. For a complete discussion of the Company’s exposure to market risk, refer to Item 7A, “Quantitative and Qualitative Disclosures about Market Risk”, contained in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022.
HUBBELL INCORPORATED-Form 10-Q 47
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Item 4. Controls and Procedures
The Company maintains disclosure controls and procedures that are designed to ensure that information required to be disclosed under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), is recorded, processed, summarized and reported within the time periods specified and that such information is accumulated and communicated to management, including the Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. There are inherent limitations to the effectiveness of any system of disclosure controls and procedures. Accordingly, even effective disclosure controls and procedures can only provide reasonable assurance of achieving their control objectives.
Our management carried out an evaluation, with the participation of our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the Company’s disclosure controls and procedures as defined in Exchange Act Rules 13a-15(e) and 15d-15(e), as of the end of the period covered by this Quarterly Report on Form 10-Q. Based upon that evaluation, each of the Chief Executive Officer and Chief Financial Officer concluded that, as of September 30, 2023, the Company’s disclosure controls and procedures were effective at the reasonable assurance level.
There have been no changes in the Company’s internal control over financial reporting that occurred during the Company’s most recently completed quarter that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.
HUBBELL INCORPORATED-Form 10-Q 48
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| PART II | OTHER INFORMATION |
Item 1A. Risk Factors
There have been no material changes in the Company's risk factors from those disclosed under the heading "Risk Factors" in our Annual Report on Form 10-K for the year ended December 31, 2022.
HUBBELL INCORPORATED-Form 10-Q 49
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| Item 2. Unregistered Sales of Equity Securities and Use of Proceeds |
Issuer Purchases of Equity Securities
We currently have a total authorization to repurchase up to $300 million of shares of our common stock. On October 21, 2022, the Board of Directors approved a new share repurchase program (the "October 2022 program") that authorized the repurchase of up to $300 million of common stock, which expires in October 2025. On October 23, 2020, the Board of Directors approved a share repurchase program (the "2020 program") that authorized the repurchase of up to $300 million of common stock, which expired in October 2023. There have been no repurchases under the October 2022 program. Subject to numerous factors, including market conditions and alternative uses of cash, we may conduct discretionary repurchases through open market or privately negotiated transactions, which may include repurchases under plans complying with Rules 10b5-1 and 10b-18 under the Securities Exchange Act of 1934, as amended.
The following table summarizes the Company's repurchase activity of common stock during the quarter ended September 30, 2023.
| Period | Total Number of Shares of Common Stock Purchased (a) (000s) | Average Price Paid Per Share of Common Stock | Approximate Value of Shares that May Yet be Purchased Under the Plans (b) (in millions) | Total number of shares purchased as part of publicly announced plans (000s) | ||||||||||
| July 1, 2023 - July 31, 2023 | 22 | $ | 309.09 | $ | 380.0 | 22 | ||||||||
| August 1, 2023 - August 31, 2023 | 10 | $ | 316.89 | $ | 376.7 | 10 | ||||||||
| September 1, 2023 - September 30, 2023 | — | $ | — | $ | 376.7 | — | ||||||||
| TOTAL FOR THE QUARTER ENDED SEPTEMBER 30, 2023 | 32 | $ | 311.62 | $ | 376.7 | 32 |
(a) Purchased under our 2020 program authorizing the repurchase of up to $300 million shares of common stock, which was publicly announced in October 2020.
(b) As of September 30, 2023, the remaining amount available for share repurchases included $76.7 million under our 2020 program and the full amount under our October 2022 program authorizing the repurchase of up to $300 million shares of common stock, which was publicly announced on October 21, 2022 and expires in October 2025.
HUBBELL INCORPORATED-Form 10-Q 50
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Item 5. Other Information
During the three months ended September 30, 2023, no director or officer of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.
HUBBELL INCORPORATED-Form 10-Q 51
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Item 6. Exhibits
| Incorporated by Reference | ||||||||||||||||||||
| Exhibit Number | Exhibit Description | Form | File No. | Exhibit | Filing Date | Filed/ Furnished Herewith | ||||||||||||||
| 31.1 | Certification of Chief Executive Officer Pursuant to Item 601(b)(31) of Regulation S-K, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | * | ||||||||||||||||||
| 31.2 | Certification of Chief Financial Officer Pursuant to Item 601(b)(31) of Regulation S-K, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | * | ||||||||||||||||||
| 32.1 | 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 | ** | ||||||||||||||||||
| 32.2 | 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 Hubbell Incorporated's Quarterly Report on Form 10-Q for the quarter ended September 30, 2023 formatted in Inline Extensible Business Reporting Language (iXBRL): (i) the Condensed Consolidated Statements of Income, (ii) the Condensed Consolidated Statements of Comprehensive Income, (iii) the Condensed Consolidated Balance Sheets, (iv) the Condensed Consolidated Statements of Cash Flows, and (v) Notes to the Condensed Consolidated Financial Statements. | * | ||||||||||||||||||
| 104 | The cover page of this Quarterly Report on Form 10-Q for the quarter ended September 30, 2023, formatted in Inline XBRL (included within the Exhibit 101 attachments) | * |
| * | Filed herewith | ||||
| ** | Furnished herewith | ||||
HUBBELL INCORPORATED-Form 10-Q 52
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Signatures
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.
Date: November 1, 2023
| HUBBELL INCORPORATED | ||||||||||||||
| By | /s/ William R. Sperry | By | /s/ Jonathan M. Del Nero | |||||||||||
| William R. Sperry | Jonathan M. Del Nero | |||||||||||||
| Executive Vice President and Chief Financial Officer | Vice President, Controller (Principal Accounting Officer) |
HUBBELL INCORPORATED-Form 10-Q 53