HUBBELL INC - Quarter Report: 2021 June (Form 10-Q)
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 June 30, 2021
☐ 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 July 26, 2021 was 54,380,483.
HUBBELL INCORPORATED-Form 10-Q 1
Index
| Table of contents | ||||||||
HUBBELL INCORPORATED-Form 10-Q 2
| PART I | FINANCIAL INFORMATION | ||||
| ITEM 1 | Financial Statements | ||||
Condensed Consolidated Statements of Income (unaudited)
| Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||
| (in millions, except per share amounts) | 2021 | 2020 | 2021 | 2020 | ||||||||||
| Net sales | $ | 1,191.8 | $ | 949.2 | $ | 2,270.2 | $ | 2,039.5 | ||||||
| Cost of goods sold | 861.0 | 668.7 | 1,649.6 | 1,445.5 | ||||||||||
| Gross profit | 330.8 | 280.5 | 620.6 | 594.0 | ||||||||||
| Selling & administrative expenses | 178.1 | 149.0 | 350.3 | 343.7 | ||||||||||
| Operating income | 152.7 | 131.5 | 270.3 | 250.3 | ||||||||||
| Interest expense, net | (12.7) | (15.7) | (27.9) | (30.8) | ||||||||||
| Loss on disposition of business (Note 5) | (6.8) | — | (6.8) | — | ||||||||||
| Loss on extinguishment of debt (Note 16) | (16.8) | — | (16.8) | — | ||||||||||
| Other expense, net | (1.0) | (2.8) | (1.9) | (6.6) | ||||||||||
| Total other expense | (37.3) | (18.5) | (53.4) | (37.4) | ||||||||||
| Income before income taxes | 115.4 | 113.0 | 216.9 | 212.9 | ||||||||||
| Provision for income taxes | 18.8 | 23.9 | 41.2 | 48.1 | ||||||||||
| Net income | 96.6 | 89.1 | 175.7 | 164.8 | ||||||||||
| Less: Net income attributable to noncontrolling interest | 0.8 | 0.9 | 2.2 | 1.6 | ||||||||||
| Net income attributable to Hubbell Incorporated | $ | 95.8 | $ | 88.2 | $ | 173.5 | $ | 163.2 | ||||||
| Earnings per share | ||||||||||||||
| Basic | $ | 1.76 | $ | 1.62 | $ | 3.19 | $ | 3.00 | ||||||
| Diluted | $ | 1.74 | $ | 1.62 | $ | 3.16 | $ | 2.99 | ||||||
| Cash dividends per common share | $ | 0.98 | $ | 0.91 | $ | 1.96 | $ | 1.82 | ||||||
See notes to unaudited Condensed Consolidated Financial Statements.
HUBBELL INCORPORATED-Form 10-Q 3
Condensed Consolidated Statements of Comprehensive Income (unaudited)
| Three Months Ended June 30, | ||||||||
| (in millions) | 2021 | 2020 | ||||||
| Net income | $ | 96.6 | $ | 89.1 | ||||
| Other comprehensive (loss) income: | ||||||||
| Foreign currency translation adjustments | 9.3 | 1.8 | ||||||
Defined benefit pension and post-retirement plans, net of taxes of $(0.7) and $(0.5) | 2.1 | 1.8 | ||||||
Available-for-sale investments, net of taxes of $0.0 and $(0.1) | — | 0.5 | ||||||
Unrealized gain (loss) on cash flow hedges, net of taxes of $(0.1) and $0.3 | 0.2 | (0.7) | ||||||
| Other comprehensive (loss) income | 11.6 | 3.4 | ||||||
| Total comprehensive income | 108.2 | 92.5 | ||||||
| Less: Comprehensive income attributable to noncontrolling interest | 0.8 | 0.9 | ||||||
| Comprehensive income attributable to Hubbell Incorporated | $ | 107.4 | $ | 91.6 | ||||
See notes to unaudited Condensed Consolidated Financial Statements.
| Six Months Ended June 30, | ||||||||
| (in millions) | 2021 | 2020 | ||||||
| Net income | $ | 175.7 | $ | 164.8 | ||||
| Other comprehensive (loss) income: | ||||||||
| Foreign currency translation adjustments | 2.7 | (23.8) | ||||||
Defined benefit pension and post-retirement plans, net of taxes of $(1.4) and $(1.1) | 4.1 | 3.5 | ||||||
Available-for-sale investments, net of taxes of $0.0 and $(0.1) | (0.1) | 0.4 | ||||||
Unrealized gain on cash flow hedges, net of taxes of $(0.1) and $(0.3) | 0.3 | 0.9 | ||||||
| Other comprehensive (loss) income | 7.0 | (19.0) | ||||||
| Total comprehensive income | 182.7 | 145.8 | ||||||
| Less: Comprehensive income attributable to noncontrolling interest | 2.2 | 1.6 | ||||||
| Comprehensive income attributable to Hubbell Incorporated | $ | 180.5 | $ | 144.2 | ||||
See notes to unaudited Condensed Consolidated Financial Statements.
HUBBELL INCORPORATED-Form 10-Q 4
Condensed Consolidated Balance Sheets (unaudited)
(in millions) | June 30, 2021 | December 31, 2020 | ||||||
| ASSETS | ||||||||
| Current Assets | ||||||||
Cash and cash equivalents | $ | 265.4 | $ | 259.6 | ||||
Short-term investments | 12.6 | 9.3 | ||||||
Accounts receivable (net of allowances of $11.8 and $12.5) | 762.3 | 634.7 | ||||||
Inventories, net | 638.3 | 607.3 | ||||||
| Other current assets | 66.5 | 76.7 | ||||||
Total Current Assets | 1,745.1 | 1,587.6 | ||||||
| Property, Plant, and Equipment, net | 518.7 | 519.2 | ||||||
| Other Assets | ||||||||
Investments | 69.7 | 71.1 | ||||||
Goodwill | 1,922.9 | 1,923.3 | ||||||
Other intangible assets, net | 758.3 | 810.6 | ||||||
Other long-term assets | 158.1 | 173.3 | ||||||
| TOTAL ASSETS | $ | 5,172.8 | $ | 5,085.1 | ||||
| LIABILITIES AND EQUITY | ||||||||
| Current Liabilities | ||||||||
| Short-term debt | $ | 137.6 | $ | 153.1 | ||||
Accounts payable | 465.7 | 378.0 | ||||||
Accrued salaries, wages and employee benefits | 79.0 | 91.5 | ||||||
Accrued insurance | 76.4 | 71.6 | ||||||
Other accrued liabilities | 240.7 | 254.0 | ||||||
Total Current Liabilities | 999.4 | 948.2 | ||||||
| Long-Term Debt | 1,434.2 | 1,436.9 | ||||||
| Other Non-Current Liabilities | 598.3 | 614.6 | ||||||
| TOTAL LIABILITIES | 3,031.9 | 2,999.7 | ||||||
| Hubbell Incorporated Shareholders’ Equity | 2,125.7 | 2,070.0 | ||||||
| Noncontrolling interest | 15.2 | 15.4 | ||||||
| Total Equity | 2,140.9 | 2,085.4 | ||||||
| TOTAL LIABILITIES AND EQUITY | $ | 5,172.8 | $ | 5,085.1 | ||||
See notes to unaudited Condensed Consolidated Financial Statements.
HUBBELL INCORPORATED-Form 10-Q 5
Condensed Consolidated Statements of Cash Flows (unaudited)
| Six Months Ended June 30, | ||||||||
| (in millions) | 2021 | 2020 | ||||||
| Cash Flows from Operating Activities | ||||||||
| Net income | $ | 175.7 | $ | 164.8 | ||||
| Adjustments to reconcile net income to net cash provided by operating activities: | ||||||||
Depreciation and amortization | 83.5 | 77.6 | ||||||
| Deferred income taxes | 6.1 | (0.5) | ||||||
| Stock-based compensation | 13.4 | 15.9 | ||||||
| Provision for bad debt expense | (0.3) | 6.8 | ||||||
| Loss on disposition of business | 6.8 | — | ||||||
| Loss on extinguishment of debt | 16.8 | — | ||||||
| Changes in assets and liabilities, excluding effects of acquisitions: | ||||||||
| Decrease (increase) in accounts receivable, net | (125.6) | 25.0 | ||||||
| Decrease (increase) in inventories, net | (33.2) | 24.5 | ||||||
| Increase in accounts payable | 92.2 | 13.1 | ||||||
| Decrease in current liabilities | (15.7) | (45.7) | ||||||
| Changes in other assets and liabilities, net | (5.2) | 17.8 | ||||||
| Contribution to qualified defined benefit pension plans | (0.1) | (1.4) | ||||||
| Other, net | (5.1) | 5.8 | ||||||
| Net cash provided by operating activities | 209.3 | 303.7 | ||||||
| Cash Flows from Investing Activities | ||||||||
| Capital expenditures | (39.1) | (35.0) | ||||||
| Proceeds from disposal of business | 8.5 | — | ||||||
| Acquisition of businesses, net of cash acquired | 0.1 | (2.0) | ||||||
| Purchases of available-for-sale investments | (6.2) | (4.7) | ||||||
| Proceeds from available-for-sale investments | 3.3 | 11.1 | ||||||
| Other, net | 6.6 | 3.7 | ||||||
| Net cash used in investing activities | (26.8) | (26.9) | ||||||
| Cash Flows from Financing Activities | ||||||||
| Long-term debt borrowings | 298.7 | 225.0 | ||||||
| Long-term debt repayments | (300.0) | (115.6) | ||||||
| Short-term debt (repayments) borrowings, net | (15.6) | 73.5 | ||||||
| Payment of dividends to shareholders | (106.5) | (98.9) | ||||||
| Payment of dividends to noncontrolling interest | (2.3) | (1.6) | ||||||
| Repurchase of common stock | (11.2) | (41.3) | ||||||
| Debt issuance costs | (4.5) | — | ||||||
| Make whole payment for retirement of long-term debt | (16.0) | — | ||||||
| Other, net | (20.9) | (6.5) | ||||||
| Net cash (used) provided by financing activities | (178.3) | 34.6 | ||||||
| Effect of exchange rate changes on cash and cash equivalents | 1.6 | (8.4) | ||||||
| Increase in cash and cash equivalents | 5.8 | 303.0 | ||||||
| Cash and cash equivalents | ||||||||
| Beginning of period | 259.6 | 182.0 | ||||||
| End of period | $ | 265.4 | $ | 485.0 | ||||
See notes to unaudited Condensed Consolidated Financial Statements.
HUBBELL INCORPORATED-Form 10-Q 6
Notes to Condensed Consolidated Financial Statements (unaudited)
NOTE 1 Basis of Presentation
The accompanying unaudited Condensed Consolidated Financial Statements of Hubbell Incorporated (“Hubbell”, the “Company”, “registrant”, “we”, “our” or “us”, which references include its divisions and subsidiaries) have been prepared in accordance with generally accepted accounting principles (“GAAP”) for interim financial information. Accordingly, they do not include all of the information and footnotes required by United States of America (“U.S.”) GAAP for audited financial statements. In the opinion of management, all adjustments consisting only of normal recurring adjustments considered necessary for a fair statement of the results of the periods presented have been included. Operating results for the six months ended June 30, 2021 are not necessarily indicative of the results that may be expected for the full year ending December 31, 2021.
Effective January 1, 2021 the Company consolidated the three business groups within its Electrical segment and renamed the segment as Hubbell Electrical Solutions ("Electrical Solutions"). The Electrical Solutions segment unites businesses with similar operating models, products, and go to market strategies under one operating banner and common leadership to drive synergies and long-term growth opportunities.
Also effective January 1, 2021, the Company moved its Hubbell Gas Connectors and Accessories business from the Electrical Solutions segment to the Utility Solutions segment to create synergies with the existing gas products already offered within the Utility Solutions segment and to better serve its utility customers. The information provided in the Condensed Consolidated Financial Statements and the related notes reflects the impact of this change for all periods presented.
The balance sheet at December 31, 2020 has been derived from the audited financial statements at that date but does not include all of the information and footnotes required by U.S. GAAP 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, 2020.
Impact of the COVID-19 Pandemic
During March 2020, a global pandemic was declared by the World Health Organization related to the rapidly growing outbreak of a novel strain of coronavirus (COVID-19). The pandemic has had, and may continue to have, a significant effect on global economic conditions. U.S. Federal, state, local, and foreign governments have reacted to the public health crisis with mitigation measures, creating significant uncertainties in the U.S. and global economies. The extent to which the coronavirus pandemic will continue to affect our business, operations and financial results will depend on numerous evolving factors that we may not be able to accurately predict and which may cause the actual results to differ from the estimates and assumptions we are required to make in the preparation of financial statements according to GAAP.
Recently Adopted Accounting Pronouncements
No accounting standards were adopted during the six months ended June 30, 2021 that had a material impact on the Company's consolidated financial position, results of operations, or cash flows.
Recently Issued Accounting Pronouncements
In March 2020, the FASB issued ASU No. 2020-04, "Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting", which provides optional expedients and exceptions for applying generally accepted accounting principles to contracts, hedging relationships, and other transactions affected by reference rate reform if certain criteria are met. The amendments are effective for all entities beginning on March 12, 2020 through December 31, 2022. The Company may elect to apply the amendments prospectively through December 31, 2022. The Company has not adopted this ASU as of June 30, 2021. The Company is currently assessing the impact of adopting this standard on its financial statements and the timing of adoption.
HUBBELL INCORPORATED-Form 10-Q 7
NOTE 2 Revenue
The Company recognizes revenue when performance obligations identified under the terms of contracts with its customers are satisfied, which generally occurs, for products, upon the transfer of control in accordance with the contractual terms and conditions of the sale. The majority of the Company’s revenue associated with products is recognized at a point in time when the product is shipped to the customer, with a relatively small amount of transactions primarily in the Utility Solutions segment recognized upon delivery of the product at the destination. Revenue from service contracts and post-shipment performance obligations are approximately three percent of total annual consolidated net revenue and those service contracts and post-shipment obligations are primarily within the Utility Solutions segment. Revenue from service contracts and post-shipment performance obligations is recognized when or as those obligations are satisfied. The Company primarily offers assurance-type standard warranties that do not represent separate performance obligations and on occasion will separately offer and price extended warranties that are separate performance obligations for which the associated revenue is recognized over-time based on the extended warranty period. The Company records amounts billed to customers for reimbursement of shipping and handling costs within revenue. Shipping and handling costs associated with outbound freight after control over a product has transferred to a customer are accounted for as fulfillment costs and are included in cost of goods sold. Sales taxes and other usage-based taxes are excluded from revenue.
Within the Electrical Solutions segment, certain businesses require a portion of the transaction price to be paid in advance of transfer of control. Advance payments are not considered a significant financing component as they are received less than one year before the related performance obligations are satisfied. In addition, in the Utility Solutions segment, certain businesses offer annual maintenance service contracts that require payment at the beginning of the contract period. These payments are treated as a contract liability and are classified in Other accrued liabilities in the Condensed Consolidated Balance Sheets. Once control transfers to the customer and the Company meets the revenue recognition criteria, the deferred revenue is recognized in the Condensed Consolidated Statements of Income. The deferred revenue relating to the annual maintenance service contracts is recognized in the Condensed Consolidated Statements of Income on a straight-line basis over the expected term of the contract.
The following table presents disaggregated revenue by business group. Prior period amounts have been reclassified to conform to our organizational changes as described in Note 1 - Basis of Presentation:
| Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||
| in millions | 2021 | 2020 | 2021 | 2020 | ||||||||||
| Net sales | ||||||||||||||
| Commercial and Industrial | $ | 423.6 | $ | 312.5 | $ | 802.1 | $ | 693.5 | ||||||
| Heavy Industrial | 85.8 | 67.2 | 162.1 | 153.5 | ||||||||||
| Residential and Retail | 93.5 | 89.7 | 184.9 | 186.1 | ||||||||||
| Total Electrical Solutions | $ | 602.9 | $ | 469.4 | $ | 1,149.1 | $ | 1,033.1 | ||||||
| Utility T&D Components | 421.3 | 337.5 | 796.2 | 692.4 | ||||||||||
| Utility Communications and Controls | 167.6 | 142.3 | 324.9 | 314.0 | ||||||||||
| Total Utility Solutions | $ | 588.9 | $ | 479.8 | $ | 1,121.1 | $ | 1,006.4 | ||||||
| TOTAL | $ | 1,191.8 | $ | 949.2 | $ | 2,270.2 | $ | 2,039.5 | ||||||
HUBBELL INCORPORATED-Form 10-Q 8
The following table presents disaggregated revenue by geographic location (on a geographic basis, the Company defines "international" as operations based outside of the United States and its possessions):
| Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||
| in millions | 2021 | 2020 | 2021 | 2020 | ||||||||||
| Net sales | ||||||||||||||
| United States | $ | 534.0 | $ | 424.2 | $ | 1,022.0 | $ | 931.5 | ||||||
| International | 68.9 | 45.2 | 127.1 | 101.6 | ||||||||||
| Total Electrical Solutions | $ | 602.9 | $ | 469.4 | $ | 1,149.1 | $ | 1,033.1 | ||||||
| United States | 560.3 | 456.5 | 1,061.7 | 954.4 | ||||||||||
| International | 28.6 | 23.3 | 59.4 | 52.0 | ||||||||||
| Total Utility Solutions | $ | 588.9 | $ | 479.8 | $ | 1,121.1 | $ | 1,006.4 | ||||||
| TOTAL | $ | 1,191.8 | $ | 949.2 | $ | 2,270.2 | $ | 2,039.5 | ||||||
Contract Balances
Our contract liabilities consist of advance payments for products as well as deferred revenue on service obligations and extended warranties. The current portion of deferred revenue is included in Other accrued liabilities and the non-current portion of deferred revenue is included in Other non-current liabilities in the Condensed Consolidated Balance Sheets.
Contract liabilities were $14.5 million as of June 30, 2021 compared to $30.9 million as of December 31, 2020. The $16.4 million decrease in our contract liabilities balance was primarily due to the recognition of $25.8 million in revenue related to amounts that were recorded in contract liabilities at January 1, 2021 and a $1.5 million decline in contract liabilities relating to the disposition of a business, partially offset by a $10.9 million net increase in current year deferrals primarily due to timing of advance payments on certain orders. The Company has an immaterial amount of contract assets relating to performance obligations satisfied prior to payment that is recorded in Other long-term assets in the Condensed Consolidated Balance Sheets. Impairment losses recognized on our receivables and contract assets were immaterial for the three and six months ended June 30, 2021.
Unsatisfied Performance Obligations
As of June 30, 2021, the Company had approximately $430 million of unsatisfied performance obligations for contracts with an original expected length of greater than one year, primarily relating to long-term contracts of the Utility Solutions segment to deliver and install meters, metering communications and grid monitoring sensor technology. The Company expects that a majority of the unsatisfied performance obligations will be completed and recognized over the next three years.
HUBBELL INCORPORATED-Form 10-Q 9
NOTE 3 Segment Information
The Company's reporting segments consist of the Electrical Solutions segment and the Utility Solutions segment. Effective January 1, 2021, the Company moved its Hubbell Gas Connectors and Accessories business, from the Electrical Solutions segment to the Utility Solutions segment, consolidated the former three business groups within its Electrical segment and renamed the segment as Hubbell Electrical Solutions ("Electrical Solutions"). The Hubbell Gas Connectors and Accessories business has been moved to Utility Solutions to create synergies with the existing gas products already offered within the Utility Solutions segment and to better serve its utility customers. Comparable prior period segment results have been re-cast to reflect this change. The consolidation of business groups within the Electrical Solutions segment unites businesses with similar operating models, products, and go to market strategies under one operating banner and common leadership to drive synergies and long-term growth opportunities.
The Electrical Solutions segment comprises businesses that sell stock and custom products including standard and special application wiring device products, rough-in electrical products, connector and grounding products, lighting fixtures and controls, and other electrical equipment. The products are typically used in and around industrial, commercial and institutional facilities by electrical contractors, maintenance personnel, electricians, utilities, and telecommunications companies. In addition, certain of our businesses design and manufacture industrial controls and communication systems used in the non-residential and industrial markets. Many of these products are designed such that they can also be used in harsh and hazardous locations where a potential for fire and explosion exists due to the presence of flammable gasses and vapors. Harsh and hazardous products are primarily used in the oil and gas (onshore and offshore) and mining industries. There are also a variety of lighting fixtures, wiring devices and electrical products that have residential and utility applications, including residential products with Internet-of-Things ("IoT") enabled technologies. These products are primarily sold through electrical and industrial distributors, home centers, retail and hardware outlets, lighting showrooms and residential product-oriented internet sites. Special application products are primarily sold through wholesale distributors to contractors, industrial customers and OEMs.
The Utility Solutions segment consists of businesses that design and manufacture various distribution, transmission, substation and telecommunications products primarily used by the electric, water, gas, and telecommunication utility industries. These offerings include advanced metering infrastructure, meter and edge devices, software and infrastructure services, which are primarily sold to the electric, water, and gas utility industries, as well as components and assemblies for the natural gas distribution market. In addition, certain of these products are used in the civil construction, water utility, and transportation industries. Products are sold to distributors and directly to users such as utilities, telecommunication companies, industrial firms, construction and engineering firms.
The following table sets forth financial information by business segment (in millions):
| Net Sales | Operating Income | Operating Income as a % of Net Sales | ||||||||||||||||||
| 2021 | 2020 | 2021 | 2020 | 2021 | 2020 | |||||||||||||||
| Three Months Ended June 30, | ||||||||||||||||||||
| Electrical Solutions | $ | 602.9 | $ | 469.4 | $ | 76.3 | $ | 52.8 | 12.7 | % | 11.2 | % | ||||||||
| Utility Solutions | 588.9 | 479.8 | 76.4 | 78.7 | 13.0 | % | 16.4 | % | ||||||||||||
| TOTAL | $ | 1,191.8 | $ | 949.2 | $ | 152.7 | $ | 131.5 | 12.8 | % | 13.9 | % | ||||||||
| Six Months Ended June 30, | ||||||||||||||||||||
| Electrical Solutions | $ | 1,149.1 | $ | 1,033.1 | $ | 129.3 | $ | 105.2 | 11.3 | % | 10.2 | % | ||||||||
| Utility Solutions | 1,121.1 | 1,006.4 | 141.0 | 145.1 | 12.6 | % | 14.4 | % | ||||||||||||
| TOTAL | $ | 2,270.2 | $ | 2,039.5 | $ | 270.3 | $ | 250.3 | 11.9 | % | 12.3 | % | ||||||||
HUBBELL INCORPORATED-Form 10-Q 10
NOTE 4 Inventories, net
Inventories, net consists of the following (in millions):
| June 30, 2021 | December 31, 2020 | |||||||
| Raw material | $ | 236.0 | $ | 219.5 | ||||
| Work-in-process | 120.5 | 108.3 | ||||||
| Finished goods | 369.2 | 366.8 | ||||||
| Subtotal | 725.7 | 694.6 | ||||||
| Excess of FIFO over LIFO cost basis | (87.4) | (87.3) | ||||||
| TOTAL | $ | 638.3 | $ | 607.3 | ||||
HUBBELL INCORPORATED-Form 10-Q 11
NOTE 5 Goodwill and Other Intangible Assets, net
Changes in the carrying values of goodwill for the six months ended June 30, 2021, were as follows (in millions):
| Segment | |||||||||||
| Electrical Solutions | Utility Solutions | Total | |||||||||
| BALANCE DECEMBER 31, 2020 | $ | 663.9 | $ | 1,259.4 | $ | 1,923.3 | |||||
| Prior year acquisitions | — | 1.8 | 1.8 | ||||||||
| Current year dispositions | — | (1.9) | (1.9) | ||||||||
| Foreign currency translation | 0.6 | (0.9) | (0.3) | ||||||||
| BALANCE JUNE 30, 2021 | $ | 664.5 | $ | 1,258.4 | $ | 1,922.9 | |||||
In June of 2021, the Company completed the sale of the Consumer Analytics Solutions business for $9.8 million. The Consumer Analytics Solutions business was part of Aclara and was previously included in the Utility Solutions segment. Upon disposition, the Consumer Analytics Solutions business had assets of $15.9 million, including definite-lived intangibles of $8.7 million (primarily customer relationships and developed technology), goodwill of $1.9 million and total liabilities of $1.5 million (primarily comprised of deferred revenue). As a result of the sale of the Consumer Analytics Solutions business, we recognized a pre-tax loss of $6.8 million that is included in Total other expense in the Condensed Consolidated Statements of Income.
The carrying value of other intangible assets included in Other intangible assets, net in the Condensed Consolidated Balance Sheets is as follows (in millions):
| June 30, 2021 | December 31, 2020 | |||||||||||||
| Gross Amount | Accumulated Amortization | Gross Amount | Accumulated Amortization | |||||||||||
| Definite-lived: | ||||||||||||||
| Patents, tradenames and trademarks | $ | 213.3 | $ | (78.6) | $ | 213.4 | $ | (73.8) | ||||||
| Customer relationships, developed technology and other | 942.9 | (373.1) | 958.0 | (340.6) | ||||||||||
| TOTAL DEFINITE-LIVED INTANGIBLES | $ | 1,156.2 | $ | (451.7) | $ | 1,171.4 | $ | (414.4) | ||||||
| Indefinite-lived: | ||||||||||||||
| Tradenames and other | 53.8 | — | 53.6 | — | ||||||||||
| TOTAL OTHER INTANGIBLE ASSETS | $ | 1,210.0 | $ | (451.7) | $ | 1,225.0 | $ | (414.4) | ||||||
Amortization expense associated with definite-lived intangible assets was $19.9 million and $18.6 million during the three months ended June 30, 2021 and 2020, respectively, and $40.7 million and $37.7 million during the six months ended June 30, 2021 and 2020, respectively. Future amortization expense associated with these intangible assets is estimated to be $39.1 million for the remainder of 2021, $73.1 million in 2022, $68.4 million in 2023, $63.5 million in 2024, $58.9 million in 2025, and $55.2 million in 2026. The Company amortizes intangible assets with definite lives using either an accelerated method that reflects the pattern in which economic benefits of the intangible assets are consumed and results in higher amortization in the earlier years of the assets useful life, or using a straight line method. Approximately 76% of the gross value of definite-lived intangible assets follow an accelerated amortization method.
The Company completed its annual goodwill impairment test as of April 1, 2021. The Company applied the "Step-zero" test to one of its five reporting units, which allows the Company to first assess qualitative factors to determine whether it is more likely than not that a reporting unit's fair value is greater than its carrying amount. Based on the qualitative assessment, the Company concluded that it was more likely than not that the fair value of this reporting unit substantially exceeded its carrying value and, therefore, further quantitative analysis was not required. For the other four reporting units, the Company elected to utilize the quantitative goodwill impairment testing process, as permitted in the accounting guidance, by comparing the estimated fair value of the reporting units to their carrying values. If the estimated fair value of a reporting unit exceeds its carrying value, no impairment exists.
Goodwill impairment testing requires judgment, including the identification of reporting units, assigning assets and liabilities to reporting units and determining the fair value of each reporting unit. Significant judgment is required to estimate the fair value of reporting units including estimating future cash flows, determining appropriate discount rates and other assumptions, including assumptions about secular economic and market conditions, such as the potential continuing effects of the COVID-19 pandemic. The Company uses internal discounted cash flow models to estimate fair value. These cash flow estimates are derived from historical experience, third party end market data, and future long-term business plans and include assumptions of future sales growth, gross margin, operating margin, terminal growth rate, and the application of an appropriate discount rate.
HUBBELL INCORPORATED-Form 10-Q 12
Significant changes in these estimates and assumptions could affect the determination of fair value and/or goodwill impairment for each reporting unit.
As of April 1, 2021, the impairment testing resulted in implied fair values for each reporting unit that exceeded such reporting unit's carrying value, including goodwill. The Company did not have any reporting units at risk of failing the quantitative impairment test as the excess of the implied fair value significantly exceeded the carrying value of each of the reporting units. Additionally, the Company did not have any reporting units with zero or negative carrying amounts.
The Company performs its impairment assessment of indefinite-lived intangible assets as of April 1st of each year, unless circumstances dictate the need for more frequent assessments. For the 2021 test, the Company elected to utilize the quantitative impairment testing process as permitted in the accounting guidance, by comparing the fair value of the indefinite-lived intangible assets to their carrying values. If the fair value of the indefinite-lived intangible assets exceeds their carrying value, no impairment exists. The fair value was determined utilizing an income approach (relief from royalty method). Significant judgment is required to estimate the fair value of the indefinite-lived intangible assets including assumptions for future revenues, discount rates, royalty rates, and other assumptions, including assumptions about secular economic and market conditions, such as the potential continuing effects of the COVID-19 pandemic. Significant changes in these estimates and assumptions could affect the determination of fair value and/or impairment for each indefinite-lived intangible asset. As of April 1, 2021, the impairment testing resulted in fair values for each indefinite-lived intangible asset that significantly exceeded the carrying values and there were no indefinite-lived intangible assets at risk of failing the quantitative impairment test.
HUBBELL INCORPORATED-Form 10-Q 13
NOTE 6 Other Accrued Liabilities
Other accrued liabilities consists of the following (in millions):
| June 30, 2021 | December 31, 2020 | |||||||
| Customer program incentives | $ | 42.5 | $ | 40.7 | ||||
| Accrued income taxes | 5.8 | 4.6 | ||||||
| Contract liabilities - deferred revenue | 14.5 | 30.9 | ||||||
| Customer refund liability | 17.6 | 17.4 | ||||||
Accrued warranties(1) | 24.0 | 28.7 | ||||||
| Current operating lease liabilities | 29.8 | 32.1 | ||||||
| Other | 106.5 | 99.6 | ||||||
| TOTAL | $ | 240.7 | $ | 254.0 | ||||
(1) Refer to Note 21 - Guarantees, in the Notes to Consolidated Financial Statements in our Annual Report on Form 10-K for the year ended December 31, 2020 for additional information regarding warranties.
NOTE 7 Other Non-Current Liabilities
Other non-current liabilities consists of the following (in millions):
| June 30, 2021 | December 31, 2020 | |||||||
| Pensions | $ | 190.3 | $ | 199.0 | ||||
| Other post-retirement benefits | 21.2 | 21.2 | ||||||
| Deferred tax liabilities | 142.8 | 135.3 | ||||||
Accrued warranties long-term(1) | 51.5 | 51.8 | ||||||
| Non-current operating lease liabilities | 66.6 | 74.9 | ||||||
| Other | 125.9 | 132.4 | ||||||
| TOTAL | $ | 598.3 | $ | 614.6 | ||||
(1) Refer to Note 21 - Guarantees, in the Notes to Consolidated Financial Statements in our Annual Report on Form 10-K for the year ended December 31, 2020 for additional information regarding warranties.
HUBBELL INCORPORATED-Form 10-Q 14
NOTE 8 Total Equity
A summary of changes in total equity for the three and six months ended June 30, 2021 and the three and six months ended June 30, 2020 is provided below (in millions, except per share amounts):
| Common Stock | Additional Paid-in Capital | Retained Earnings | Accumulated Other Comprehensive Income (Loss) | Total Hubbell Shareholders' Equity | Non- controlling interest | |||||||||||||||
| BALANCE AT DECEMBER 31, 2020 | $ | 0.6 | $ | 4.9 | $ | 2,393.7 | $ | (329.2) | $ | 2,070.0 | $ | 15.4 | ||||||||
| Net income | — | — | 77.7 | — | 77.7 | 1.4 | ||||||||||||||
| Other comprehensive (loss) income | — | — | — | (4.6) | (4.6) | — | ||||||||||||||
| Stock-based compensation | — | 9.5 | — | — | 9.5 | — | ||||||||||||||
Acquisition/surrender of common shares(1) | — | (14.0) | (2.7) | — | (16.7) | — | ||||||||||||||
Cash dividends declared ($0.98 per share) | — | — | (53.3) | — | (53.3) | — | ||||||||||||||
| Dividends to noncontrolling interest | — | — | — | — | — | (1.5) | ||||||||||||||
| Directors deferred compensation | — | 0.1 | — | — | 0.1 | — | ||||||||||||||
| BALANCE AT MARCH 31, 2021 | $ | 0.6 | $ | 0.5 | $ | 2,415.4 | $ | (333.8) | $ | 2,082.7 | $ | 15.3 | ||||||||
| Net income | — | — | 95.8 | — | 95.8 | 0.8 | ||||||||||||||
| Other comprehensive (loss) income | — | — | — | 11.6 | 11.6 | — | ||||||||||||||
| Stock-based compensation | — | 3.9 | — | — | 3.9 | — | ||||||||||||||
Acquisition/surrender of common shares(1) | — | (4.5) | (10.5) | — | (15.0) | — | ||||||||||||||
Cash dividends declared ($0.98 per share) | — | — | (53.4) | — | (53.4) | — | ||||||||||||||
| Dividends to noncontrolling interest | — | — | — | — | — | (0.9) | ||||||||||||||
| Directors deferred compensation | — | 0.1 | — | — | 0.1 | — | ||||||||||||||
| BALANCE AT JUNE 30, 2021 | $ | 0.6 | $ | — | $ | 2,447.3 | $ | (322.2) | $ | 2,125.7 | $ | 15.2 | ||||||||
HUBBELL INCORPORATED-Form 10-Q 15
| Common Stock | Additional Paid-in Capital | Retained Earnings | Accumulated Other Comprehensive Income (Loss) | Total Hubbell Shareholders' Equity | Non- controlling interest | |||||||||||||||
| BALANCE AT DECEMBER 31, 2019 | $ | 0.6 | $ | — | $ | 2,279.4 | $ | (332.9) | $ | 1,947.1 | $ | 13.4 | ||||||||
| Net income | — | — | 75.0 | — | 75.0 | 0.7 | ||||||||||||||
| Other comprehensive (loss) income | — | — | — | (22.4) | (22.4) | — | ||||||||||||||
| Stock-based compensation | — | 11.6 | — | — | 11.6 | — | ||||||||||||||
Acquisition/surrender of common shares(1) | — | (10.4) | (34.1) | — | (44.5) | — | ||||||||||||||
Cash dividends declared ($0.91 per share) | — | — | (49.7) | — | (49.7) | — | ||||||||||||||
| Dividends to noncontrolling interest | — | — | — | — | — | (0.5) | ||||||||||||||
| Directors deferred compensation | — | (1.2) | — | — | (1.2) | — | ||||||||||||||
| — | — | (1.0) | — | (1.0) | — | |||||||||||||||
| BALANCE AT MARCH 31, 2020 | $ | 0.6 | $ | — | $ | 2,269.6 | $ | (355.3) | $ | 1,914.9 | $ | 13.6 | ||||||||
| Net income | — | — | 88.2 | — | 88.2 | 0.9 | ||||||||||||||
| Other comprehensive (loss) income | — | — | — | 3.4 | 3.4 | — | ||||||||||||||
| Stock-based compensation | — | 4.3 | — | — | 4.3 | — | ||||||||||||||
Acquisition/surrender of common shares(1) | — | (1.6) | — | — | (1.6) | — | ||||||||||||||
Cash dividends declared ($0.91 per share) | — | — | (49.4) | — | (49.4) | — | ||||||||||||||
| Dividends to noncontrolling interest | — | — | — | — | — | (0.9) | ||||||||||||||
| Directors deferred compensation | — | 0.1 | — | — | 0.1 | — | ||||||||||||||
| BALANCE AT JUNE 30, 2020 | $ | 0.6 | $ | 2.8 | $ | 2,308.4 | $ | (351.9) | $ | 1,959.9 | $ | 13.6 | ||||||||
(1) For accounting purposes, the Company treats repurchased shares as constructively retired when acquired and accordingly charges the purchase price against common stock par value, Additional paid-in capital, to the extent available, and Retained earnings. The change in Retained earnings of $13.2 million and $34.1 million in the first six months of 2021 and 2020, respectively, reflects this accounting treatment.
The detailed components of total comprehensive income are presented in the Condensed Consolidated Statements of Comprehensive Income.
HUBBELL INCORPORATED-Form 10-Q 16
NOTE 9 Accumulated Other Comprehensive Loss
A summary of the changes in Accumulated other comprehensive loss (net of tax) for the six months ended June 30, 2021 is provided below (in millions):
| (debit) credit | Cash flow hedge (loss) gain | Unrealized gain (loss) on available-for- sale securities | Pension and post retirement benefit plan adjustment | Cumulative translation adjustment | Total | ||||||||||||
| BALANCE AT DECEMBER 31, 2020 | $ | (0.7) | $ | 1.0 | $ | (212.0) | $ | (117.5) | $ | (329.2) | |||||||
| Other comprehensive income (loss) before reclassifications | (0.5) | (0.1) | — | 2.7 | 2.1 | ||||||||||||
| Amounts reclassified from accumulated other comprehensive loss | 0.8 | — | 4.1 | — | 4.9 | ||||||||||||
| Current period other comprehensive income (loss) | 0.3 | (0.1) | 4.1 | 2.7 | 7.0 | ||||||||||||
| BALANCE AT JUNE 30, 2021 | $ | (0.4) | $ | 0.9 | $ | (207.9) | $ | (114.8) | $ | (322.2) | |||||||
A summary of the gain (loss) reclassifications out of Accumulated other comprehensive loss for the three and six months ended June 30, 2021 and 2020 is provided below (in millions):
| Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||||||
| Details about Accumulated Other Comprehensive Loss Components | 2021 | 2020 | 2021 | 2020 | Location of Gain (Loss) Reclassified into Income | |||||||||||||||
| Cash flow hedges gain (loss): | ||||||||||||||||||||
| Forward exchange contracts | $ | — | $ | 0.2 | $ | (0.1) | $ | 0.3 | Net sales | |||||||||||
| (0.5) | 0.3 | (0.8) | 0.5 | Cost of goods sold | ||||||||||||||||
| (0.2) | — | (0.2) | — | Other expense, net | ||||||||||||||||
| (0.7) | 0.5 | (1.1) | 0.8 | Total before tax | ||||||||||||||||
| 0.2 | (0.1) | 0.3 | (0.2) | Tax benefit (expense) | ||||||||||||||||
| $ | (0.5) | $ | 0.4 | $ | (0.8) | $ | 0.6 | Gain (loss) net of tax | ||||||||||||
| Amortization of defined benefit pension and post retirement benefit items: | ||||||||||||||||||||
| Prior-service costs (a) | $ | (0.1) | $ | — | $ | (0.1) | $ | 0.1 | ||||||||||||
| Actuarial gains/(losses) (a) | (2.7) | (2.3) | (5.4) | (4.7) | ||||||||||||||||
| (2.8) | (2.3) | (5.5) | (4.6) | Total before tax | ||||||||||||||||
| 0.7 | 0.5 | 1.4 | 1.1 | Tax benefit (expense) | ||||||||||||||||
| $ | (2.1) | $ | (1.8) | $ | (4.1) | $ | (3.5) | Gain (loss) net of tax | ||||||||||||
| Gains (losses) reclassified into earnings | $ | (2.6) | $ | (1.4) | $ | (4.9) | $ | (2.9) | ||||||||||||
(a) These accumulated other comprehensive loss components are included in the computation of net periodic pension cost (see Note 11 - Pension and Other Benefits in the Notes to Condensed Consolidated Financial Statements for additional details).
HUBBELL INCORPORATED-Form 10-Q 17
NOTE 10 Earnings Per Share
The Company computes earnings per share using the two-class method, which is an earnings allocation formula that determines earnings per share for common stock and participating securities. Service-based and performance-based restricted stock awards granted by the Company are considered participating securities as these awards contain a non-forfeitable right to dividends.
The following table sets forth the computation of earnings per share for the three and six months ended June 30, 2021 and 2020 (in millions, except per share amounts):
| Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||
| 2021 | 2020 | 2021 | 2020 | |||||||||||
| Numerator: | ||||||||||||||
| Net income attributable to Hubbell Incorporated | $ | 95.8 | $ | 88.2 | $ | 173.5 | $ | 163.2 | ||||||
| Less: Earnings allocated to participating securities | (0.3) | (0.3) | (0.6) | (0.6) | ||||||||||
| Net income available to common shareholders | $ | 95.5 | $ | 87.9 | $ | 172.9 | $ | 162.6 | ||||||
| Denominator: | ||||||||||||||
| Average number of common shares outstanding | 54.3 | 54.1 | 54.3 | 54.2 | ||||||||||
| Potential dilutive common shares | 0.4 | 0.2 | 0.4 | 0.2 | ||||||||||
| Average number of diluted shares outstanding | 54.7 | 54.3 | 54.7 | 54.4 | ||||||||||
| Earnings per share: | ||||||||||||||
| Basic | $ | 1.76 | $ | 1.62 | $ | 3.19 | $ | 3.00 | ||||||
| Diluted | $ | 1.74 | $ | 1.62 | $ | 3.16 | $ | 2.99 | ||||||
The Company did not have any significant anti-dilutive securities outstanding during the three and six months ended June 30, 2021 and 2020.
HUBBELL INCORPORATED-Form 10-Q 18
NOTE 11 Pension and Other Benefits
The following table sets forth the components of net pension and other benefit costs for the three and six months ended June 30, 2021 and 2020 (in millions):
| Pension Benefits | Other Benefits | |||||||||||||
| 2021 | 2020 | 2021 | 2020 | |||||||||||
| Three Months Ended June 30, | ||||||||||||||
| Service cost | $ | 0.3 | $ | 0.2 | $ | — | $ | — | ||||||
| Interest cost | 6.0 | 7.2 | 0.2 | 0.2 | ||||||||||
| Expected return on plan assets | (9.2) | (8.4) | — | — | ||||||||||
| Amortization of prior service cost | 0.1 | 0.1 | — | (0.1) | ||||||||||
| Amortization of actuarial losses | 2.7 | 2.3 | — | — | ||||||||||
| NET PERIODIC BENEFIT COST | $ | (0.1) | $ | 1.4 | $ | 0.2 | $ | 0.1 | ||||||
| Six Months Ended June 30, | ||||||||||||||
| Service cost | $ | 0.5 | $ | 0.5 | $ | — | $ | — | ||||||
| Interest cost | 12.0 | 14.4 | 0.3 | 0.4 | ||||||||||
| Expected return on plan assets | (18.3) | (16.9) | — | — | ||||||||||
| Amortization of prior service cost | 0.1 | 0.1 | — | (0.2) | ||||||||||
| Amortization of actuarial losses | 5.4 | 4.7 | — | — | ||||||||||
| NET PERIODIC BENEFIT COST | $ | (0.3) | $ | 2.8 | $ | 0.3 | $ | 0.2 | ||||||
Employer Contributions
The Company has made no material required contributions to its foreign pension plans during 2021. As of June 30, 2021 the Company has contributed $0.1 million. Although not required by ERISA and the Internal Revenue Code, the Company may elect to make an additional voluntary contribution to its qualified domestic defined benefit pension plan in 2021. Additionally, we anticipate making cash payments of $5.0 million due in 2021, related to the previously disclosed settlement agreement with a multi-employer pension plan.
HUBBELL INCORPORATED-Form 10-Q 19
NOTE 12 Guarantees
The Company records a liability equal to the fair value of guarantees in accordance with the accounting guidance for guarantees. When it is probable that a liability has been incurred and the amount can be reasonably estimated, the Company accrues for costs associated with guarantees. The most likely costs to be incurred are accrued based on an evaluation of currently available facts and, where no amount within a range of estimates is more likely, the minimum is accrued. As of June 30, 2021 and December 31, 2020, the fair value and maximum potential payment related to the Company’s guarantees were not material.
The Company offers product warranties that cover defects on most of its products. These warranties primarily apply to products that are properly installed, maintained and used for their intended purpose. The Company accrues estimated warranty costs at the time of sale. Estimated warranty expenses, recorded in cost of goods sold, are based upon historical information such as past experience, product failure rates, or the estimated number of units to be repaired or replaced. Adjustments are made to the product warranty accrual as claims are incurred, additional information becomes known, or as historical experience indicates.
Changes in the accrual for product warranties during the six months ended June 30, 2021 and 2020 are set forth below (in millions):
| 2021 | 2020 | |||||||
BALANCE AT JANUARY 1, (a) | $ | 80.5 | $ | 82.1 | ||||
| Provision | 5.8 | 7.5 | ||||||
| Expenditures/payments/other | (10.8) | (7.6) | ||||||
BALANCE AT JUNE 30, (a) | $ | 75.5 | $ | 82.0 | ||||
(a) Refer to Note 6 – Other Accrued Liabilities and Note 7 – Other Non-Current Liabilities for a breakout of short-term and long-term warranties.
HUBBELL INCORPORATED-Form 10-Q 20
NOTE 13 Fair Value Measurement
Financial Instruments
Financial instruments which potentially subject the Company to significant concentrations of credit loss risk consist of trade receivables, cash equivalents and investments. The Company grants credit terms in the normal course of business to its customers. Due to the diversity of its product lines, the Company has an extensive customer base including electrical distributors and wholesalers, electric utilities, equipment manufacturers, electrical contractors, telecommunication companies and retail and hardware outlets. As part of its ongoing procedures, the Company monitors the credit worthiness of its customers. Bad debt write-offs have historically been minimal. The Company places its cash and cash equivalents with financial institutions and limits the amount of exposure in any one institution.
At June 30, 2021 our accounts receivable balance was $762.3 million, net of allowances of $11.8 million. During the six months ended June 30, 2021 our allowances decreased approximately $0.7 million. The decrease is primarily the result of the improvement in general economic conditions.
Investments
At June 30, 2021 and December 31, 2020, the Company had $58.5 million and $57.7 million, respectively, of available-for-sale municipal debt securities. These investments had an amortized cost of $57.4 million and $56.4 million, respectively. No allowance for credit losses related to our available-for-sale debt securities was recorded for the six months ended June 30, 2021. As of June 30, 2021 and December 31, 2020 the unrealized losses attributable to our available-for-sale debt securities was $0.1 million. The fair value of available-for-sale debt securities with unrealized losses was $5.8 million at June 30, 2021 and $6.1 million at December 31, 2020.
The Company also had trading securities of $23.8 million at June 30, 2021 and $22.7 million at December 31, 2020 that are carried on the balance sheet at fair value. Unrealized gains and losses associated with available-for-sale debt securities are reflected in Accumulated other comprehensive loss, net of tax, while unrealized gains and losses associated with trading securities are reflected in the results of operations.
Fair value measurements
Fair value is defined as the amount that would be received for selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The FASB fair value measurement guidance established a fair value hierarchy that prioritizes the inputs used to measure fair value. The three broad levels of the fair value hierarchy are as follows:
Level 1 – Quoted prices (unadjusted) in active markets for identical assets or liabilities.
Level 2 – Quoted prices for similar assets and liabilities in active markets or inputs that are observable for the asset or liability, either directly or indirectly.
Level 3 – Unobservable inputs for which little or no market data exists, therefore requiring a company to develop its own assumptions.
HUBBELL INCORPORATED-Form 10-Q 21
The following table shows, by level within the fair value hierarchy, our financial assets and liabilities that are accounted for at fair value on a recurring basis at June 30, 2021 and December 31, 2020 (in millions):
| Asset (Liability) | Quoted Prices in Active Markets for Identical Assets (Level 1) | Quoted Prices in Active Markets for Similar Assets (Level 2) | Unobservable inputs for which little or no market data exists (Level 3) | Total | ||||||||||
| June 30, 2021 | ||||||||||||||
Money market funds(a) | $ | 41.5 | $ | — | $ | — | $ | 41.5 | ||||||
| Available for sale investments | — | 58.5 | — | 58.5 | ||||||||||
| Trading securities | 23.8 | — | — | 23.8 | ||||||||||
| Deferred compensation plan liabilities | (23.8) | — | — | (23.8) | ||||||||||
| Derivatives: | ||||||||||||||
Forward exchange contracts-Assets(b) | — | 0.1 | — | 0.1 | ||||||||||
Forward exchange contracts-(Liabilities)(c) | — | (0.6) | — | (0.6) | ||||||||||
| TOTAL | $ | 41.5 | $ | 58.0 | $ | — | $ | 99.5 | ||||||
| Asset (Liability) | Quoted Prices in Active Markets for Identical Assets (Level 1) | Quoted Prices in Active Markets for Similar Assets (Level 2) | Unobservable inputs for which little or no market data exists (Level 3) | Total | ||||||||||
| December 31, 2020 | ||||||||||||||
Money market funds(a) | $ | 26.6 | $ | — | $ | — | $ | 26.6 | ||||||
| Available for sale investments | — | 57.7 | — | 57.7 | ||||||||||
| Trading securities | 22.7 | — | — | 22.7 | ||||||||||
| Deferred compensation plan liabilities | (22.7) | — | — | (22.7) | ||||||||||
| Derivatives: | ||||||||||||||
Forward exchange contracts-(Liabilities)(c) | — | (0.8) | — | (0.8) | ||||||||||
| TOTAL | $ | 26.6 | $ | 56.9 | $ | — | $ | 83.5 | ||||||
(a) Money market funds are reflected in Cash and cash equivalents in the Condensed Consolidated Balance Sheets.
(b) Forward exchange contracts-Assets are reflected in Other current assets in the Condensed Consolidated Balance Sheets.
(c) Forward exchange contracts-(Liabilities) are reflected in Other accrued liabilities in the Condensed Consolidated Balance Sheets.
The methods and assumptions used to estimate the Level 2 fair values were as follows:
Forward exchange contracts – The fair value of forward exchange contracts was based on quoted forward foreign exchange prices at the reporting date.
Available-for-sale municipal bonds classified in Level 2 – The fair value of available-for-sale investments in municipal bonds is based on observable market-based inputs, other than quoted prices in active markets for identical assets.
Deferred compensation plans
The Company offers certain employees the opportunity to participate in non-qualified deferred compensation plans. A participant’s deferrals are invested in a variety of participant-directed debt and equity mutual funds that are classified as trading securities. The Company purchased $2.3 million and $2.5 million of trading securities related to these deferred compensation plans during the six months ended June 30, 2021 and 2020, respectively. As a result of participant distributions, the Company sold $3.0 million of these trading securities during the six months ended June 30, 2021 and $1.6 million during the six months ended June 30, 2020. The unrealized gains and losses associated with these trading securities are directly offset by the changes in the fair value of the underlying deferred compensation plan obligation.
Long Term Debt
As of June 30, 2021 and December 31, 2020, the carrying value of long-term debt, net of unamortized discount and debt issuance costs, was $1,434.2 million and $1,436.9 million, respectively. The estimated fair value of the long-term debt as of June 30, 2021 and December 31, 2020 was $1,548.9 million and $1,569.5 million, respectively, using quoted market prices in active markets for similar liabilities (Level 2).
HUBBELL INCORPORATED-Form 10-Q 22
NOTE 14 Commitments and Contingencies
The Company is subject to various legal proceedings arising in the normal course of its business. These proceedings include claims for damages arising out of use of the Company’s products, intellectual property, workers’ compensation and environmental matters. The Company is self-insured up to specified limits for certain types of claims, including product liability and workers’ compensation, and is fully self-insured for certain other types of claims, including environmental and intellectual property matters. The Company recognizes a liability for any contingency that in management’s judgment is probable of occurrence and can be reasonably estimated. We continually reassess the likelihood of adverse judgments and outcomes in these matters, as well as estimated ranges of possible losses based upon an analysis of each matter which includes advice of outside legal counsel and, if applicable, other experts.
HUBBELL INCORPORATED-Form 10-Q 23
NOTE 15 Restructuring Costs and Other
In the three and six months ended June 30, 2021, we incurred costs for restructuring actions initiated in 2021 as well as costs for restructuring actions initiated in the prior years. Our restructuring actions are associated with cost reduction efforts that include the consolidation of manufacturing and distribution facilities as well as workforce reductions. Restructuring costs include severance and employee benefits, asset impairments, accelerated depreciation, as well as facility closure, contract termination and certain pension costs that are directly related to restructuring actions. These costs are predominantly settled in cash from our operating activities and are generally settled within one year, with the exception of asset impairments, which are non-cash.
Pre-tax restructuring costs incurred in each of our reporting segments and the location of the costs in the Condensed Consolidated Statements of Income for the three and six months ended June 30, 2021 and 2020 is as follows (in millions):
| Three Months Ended June 30, | ||||||||||||||||||||
| 2021 | 2020 | 2021 | 2020 | 2021 | 2020 | |||||||||||||||
| Cost of goods sold | Selling & administrative expense | Total | ||||||||||||||||||
| Electrical Solutions | $ | 0.8 | $ | 2.6 | $ | 0.3 | $ | 1.5 | $ | 1.1 | $ | 4.1 | ||||||||
| Utility Solutions | 0.3 | 1.4 | 0.1 | 0.2 | 0.4 | 1.6 | ||||||||||||||
| Total Pre-Tax Restructuring Costs | $ | 1.1 | $ | 4.0 | $ | 0.4 | $ | 1.7 | $ | 1.5 | $ | 5.7 | ||||||||
| Six Months Ended June 30, | ||||||||||||||||||||
| 2021 | 2020 | 2021 | 2020 | 2021 | 2020 | |||||||||||||||
| Cost of goods sold | Selling & administrative expense | Total | ||||||||||||||||||
| Electrical Solutions | $ | 1.3 | $ | 2.7 | $ | 0.1 | $ | 1.9 | $ | 1.4 | $ | 4.6 | ||||||||
| Utility Solutions | 0.6 | 4.3 | 0.1 | 0.3 | 0.7 | 4.6 | ||||||||||||||
| Total Pre-Tax Restructuring Costs | $ | 1.9 | $ | 7.0 | $ | 0.2 | $ | 2.2 | $ | 2.1 | $ | 9.2 | ||||||||
The following table summarizes the accrued liabilities for our restructuring actions (in millions):
| Beginning Accrued Restructuring Balance 1/1/21 | Pre-tax Restructuring Costs | Utilization and Foreign Exchange | Ending Accrued Restructuring Balance 6/30/2021 | |||||||||||
| 2021 Restructuring Actions | ||||||||||||||
| Severance | $ | — | $ | 0.3 | $ | (0.2) | $ | 0.1 | ||||||
| Asset write-downs | — | — | — | — | ||||||||||
| Facility closure and other costs | — | — | — | — | ||||||||||
| Total 2021 Restructuring Actions | $ | — | $ | 0.3 | $ | (0.2) | $ | 0.1 | ||||||
| 2020 and Prior Restructuring Actions | ||||||||||||||
| Severance | $ | 8.9 | $ | 0.2 | $ | (3.5) | $ | 5.6 | ||||||
| Asset write-downs | — | — | — | — | ||||||||||
| Facility closure and other costs | 1.7 | 1.6 | (1.9) | 1.4 | ||||||||||
| Total 2020 and Prior Restructuring Actions | $ | 10.6 | $ | 1.8 | $ | (5.4) | $ | 7.0 | ||||||
| Total Restructuring Actions | $ | 10.6 | $ | 2.1 | $ | (5.6) | $ | 7.1 | ||||||
HUBBELL INCORPORATED-Form 10-Q 24
The actual costs incurred and total expected cost in each of our reporting segments of our on-going restructuring actions are as follows (in millions):
| Total expected costs | Costs incurred during 2020 | Costs incurred in the first six months of 2021 | Remaining costs at 6/30/2021 | |||||||||||
| 2021 Restructuring Actions | ||||||||||||||
| Electrical Solutions | $ | 0.3 | $ | — | $ | 0.3 | $ | — | ||||||
| Utility Solutions | — | — | — | — | ||||||||||
| Total 2021 Restructuring Actions | $ | 0.3 | $ | — | $ | 0.3 | $ | — | ||||||
| 2020 and Prior Restructuring Actions | ||||||||||||||
| Electrical Solutions | $ | 21.8 | $ | 16.0 | $ | 1.1 | $ | 4.7 | ||||||
| Utility Solutions | 10.2 | 8.1 | 0.7 | 1.4 | ||||||||||
| Total 2020 and Prior Restructuring Actions | $ | 32.0 | $ | 24.1 | $ | 1.8 | $ | 6.1 | ||||||
| Total Restructuring Actions | $ | 32.3 | $ | 24.1 | $ | 2.1 | $ | 6.1 | ||||||
HUBBELL INCORPORATED-Form 10-Q 25
NOTE 16 Debt and Financing Arrangements
Long-term debt consists of the following (in millions):
| Maturity | June 30, 2021 | December 31, 2020 | |||||||||
Senior notes at 3.625% | 2022 | $ | — | $ | 299.2 | ||||||
Senior notes at 3.35% | 2026 | 396.8 | 396.5 | ||||||||
Senior notes at 3.15% | 2027 | 296.7 | 296.4 | ||||||||
Senior notes at 3.50% | 2028 | 445.1 | 444.8 | ||||||||
Senior notes at 2.300% | 2031 | 295.6 | — | ||||||||
TOTAL LONG-TERM DEBT(a) | $ | 1,434.2 | $ | 1,436.9 | |||||||
(a)Long-term debt is presented net of debt issuance costs and unamortized discounts.
2.300% Senior Notes due 2031
On March 12, 2021, the Company completed a public offering of $300 million aggregate principal amount of its 2.300% Senior Notes due 2031 (the “2031 Notes”). The net proceeds from the offering were approximately $295.5 million after deducting the underwriting discount and estimated offering expenses payable by the Company. The Company used the net proceeds from the offering of the 2031 Notes, together with cash on hand, to redeem in full all of the Company’s outstanding 3.625% Senior Notes due 2022 in an aggregate principal amount of $300 million, which had a stated maturity date of November 15, 2022 (the “2022 Notes”), and to pay any premium and accrued interest in respect thereof, which redemption was completed on April 2, 2021. The redemption resulted in a $16.8 million loss on extinguishment of indebtedness that was recognized in the second quarter of 2021. The loss on extinguishment includes a cash premium of $16.0 million paid upon redemption in accordance with the terms of the 2022 Notes.
The 2031 Notes bear interest at a rate of 2.300% per annum from March 12, 2021. Interest on the 2031 Notes is payable semi-annually in arrears on March 15 and September 15 of each year, beginning on September 15, 2021. The 2031 Notes will mature on March 15, 2031.
The 2031 Notes are callable at any time with a make whole premium and are only subject to accelerated payment prior to maturity in the event of a default (including as a result of the Company's failure to meet certain non-financial covenants) under the indenture governing the notes or upon a change in control triggering event as defined in such indenture. The Company was in compliance with all non-financial covenants as of June 30, 2021.
2021 Credit Facility
On March 12, 2021, the Company, as borrower, and its subsidiaries Hubbell Power Holdings S.à r.l. and Harvey Hubbell Holdings S.à r.l., each as a subsidiary borrower (collectively, the “Subsidiary Borrowers”), entered into a new five-year credit agreement with a syndicate of lenders and JPMorgan Chase, N.A., as administrative agent, that provides a $750 million committed revolving credit facility (the “2021 Credit Facility"). Commitments under the 2021 Credit Facility may be increased to an aggregate amount not to exceed $1.25 billion. The 2021 Credit Facility includes a $50 million sub-limit for the issuance of letters of credit. The sum of the dollar amount of loans and letters of credits to the Subsidiary Borrowers under the 2021 Credit Facility may not exceed $75 million.
The interest rate applicable to borrowings under the 2021 Credit Facility is either (i) the alternate base rate (as defined in the Revolving Credit Agreement) or (ii) the adjusted LIBOR rate (as defined in the 2021 Credit Facility) plus, in the case of this clause (ii), an applicable margin based on the Company’s credit ratings. All revolving loans outstanding under the 2021 Credit Facility will be due and payable on March 12, 2026.
The 2021 Credit Facility contains a financial covenant requiring that, as of the last day of each fiscal quarter, the ratio of total indebtedness to total capitalization shall not be greater than 65%. The Company was in compliance with this covenant as of June 30, 2021. As of June 30, 2021, the 2021 Credit Facility was undrawn.
In connection with entry into the 2021 Credit Facility, the Company terminated all commitments under the existing credit facility dated as of January 31, 2018.
Short-Term Debt
The Company had $137.6 million and $153.1 million of short-term debt outstanding at June 30, 2021 and December 31, 2020, respectively, primarily of commercial paper borrowings.
HUBBELL INCORPORATED-Form 10-Q 26
NOTE 17 Stock-Based Compensation
As of June 30, 2021, the Company had various stock-based awards outstanding which were issued to executives and other key employees. The Company recognizes the grant-date fair value of all stock-based awards to employees over their respective requisite service periods (generally equal to an award’s vesting period), net of estimated forfeitures. A stock-based award is considered vested for expense attribution purposes when the employee’s retention of the award is no longer contingent on providing subsequent service. For those awards that vest immediately upon retirement eligibility, the Company recognizes compensation cost immediately for retirement-eligible individuals or over the period from the grant date to the date retirement eligibility is achieved, if less than the stated vesting period.
The Company’s long-term incentive program for awarding stock-based compensation includes a combination of restricted stock, stock appreciation rights (“SARs”), and performance shares of the Company’s common stock pursuant to the Hubbell Incorporated 2005 Incentive Award Plan as amended and restated (the "Award Plan"). Under the Award Plan, the Company may authorize up to 9.7 million shares of common stock to settle awards of restricted stock, performance shares, or SARs. The Company issues new shares to settle stock-based awards. During the three months ended March 31, 2021, the Company's grant of stock-based awards included restricted stock, SARs and performance shares. There were no material awards granted during the three months ended June 30, 2021.
Each of the compensation arrangements is discussed below.
Restricted Stock
The Company issues various types of restricted stock awards, all of which are considered outstanding at the time of grant, as the award holders are entitled to dividends and voting rights. Unvested restricted stock awards are considered participating securities when computing earnings per share. Restricted stock grants are not transferable and are subject to forfeiture in the event of the recipient’s termination of employment prior to vesting.
Restricted Stock Issued to Employees - Service Condition
Restricted stock awards that vest based upon a service condition are expensed on a straight-line basis over the requisite service period. These awards generally vest in three equal installments on each of the first three anniversaries of the grant date; however starting in December 2018, the Company granted a certain number of these awards that generally vest on the third-year anniversary of the grant date. The fair value of these awards is measured by the average of the high and low trading prices of the Company’s common stock on the most recent trading day immediately preceding the grant date (“measurement date”).
In February 2021, the Company granted 67,166 restricted stock awards with a fair value per share of $163.26.
Stock Appreciation Rights
SARs grant the holder the right to receive, once vested, the value in shares of the Company's common stock equal to the positive difference between the grant price, as determined using the mean of the high and low trading prices of the Company’s common stock on the measurement date, and the fair market value of the Company’s common stock on the date of exercise. This amount is payable in shares of the Company’s common stock. SARs vest and become exercisable in three equal installments during the first three years following the grant date and expire ten years from the grant date.
In February 2021, the Company granted 182,441 SAR awards. The fair value of each SAR award was measured using the Black-Scholes option pricing model.
The following table summarizes the weighted-average assumptions used in estimating the fair value of the SARs granted during the first three months of 2021:
| Grant Date | Expected Dividend Yield | Expected Volatility | Risk Free Interest Rate | Expected Term | Weighted Avg. Grant Date Fair Value of 1 SAR | ||||||||||||
| February 2021 | 2.4% | 26.5% | 0.6% | 5.5 years | $29.43 | ||||||||||||
The expected dividend yield was calculated by dividing the Company’s expected annual dividend by the average stock price for the past three months. Expected volatilities are based on historical volatilities of the Company’s stock for a period consistent with the expected term. The expected term of SARs granted was based upon historical exercise behavior of stock options and SARs.
HUBBELL INCORPORATED-Form 10-Q 27
The risk-free interest rate is based on the U.S. Treasury yield curve in effect at the time of grant for the expected term of the award.
Performance Shares
Performance shares represent the right to receive a share of the Company’s common stock subject to the achievement of certain market or performance conditions established by the Company’s Compensation Committee and measured over a three-year period. Partial vesting in these awards may occur after separation from the Company for retirement eligible employees. Shares are not vested until approved by the Company’s Compensation Committee.
Performance Shares - Market Condition
In February 2021, the Company granted 15,741 performance shares that will vest subject to a market condition and service condition through the performance period. The market condition associated with the awards is the Company's total shareholder return ("TSR") compared to the TSR generated by the companies that comprise the S&P Capital Goods 900 index over a three year performance period. Performance at target will result in vesting and issuance of the number of performance shares granted, equal to 100% payout. Performance below or above target can result in issuance in the range of 0%-200% of the number of shares granted. Expense is recognized irrespective of the market condition being achieved.
The fair value of the performance share awards with a market condition for the 2021 grant was determined based upon a lattice model.
The following table summarizes the related assumptions used to determine the fair values of the performance share awards with a market condition granted during February 2021:
| Grant Date | Stock Price on Measurement Date | Dividend Yield | Expected Volatility | Risk Free Interest Rate | Expected Term | Weighted Avg. Grant Date Fair Value | ||||||||||||||
| February 2021 | $163.26 | 2.4% | 40.6% | 0.2% | 3 years | $198.89 | ||||||||||||||
Expected volatilities are based on historical volatilities of the Company’s and members of the peer group's stock over a three year period. The risk free interest rate is based on the U.S. Treasury yield curve in effect at the time of the grant for the expected term of the award.
Performance Shares - Performance Condition
In February 2021, the Company granted 31,543 performance shares that will vest subject to an internal Company-based performance condition and service requirement.
Fifty percent of these performance shares granted will vest based on Hubbell’s compounded annual growth rate of Net sales as compared to that of the companies that comprise the S&P Capital Goods 900 index. Fifty percent of these performance shares granted will vest based on achieved operating profit margin performance as compared to internal targets. Each of these performance conditions is measured over the same three-year performance period. The cumulative result of these performance conditions can result in a number of shares earned in the range of 0% - 200% of the target number of shares granted.
The fair value of the award is measured based upon the average of the high and low trading prices of the Company's common stock on the measurement date reduced by the present value of dividends expected to be paid during the requisite service period. The Company expenses these awards on a straight-line basis over the requisite service period and including an assessment of the performance achieved to date. The weighted average fair value per share was $151.92 for the awards granted in the first quarter of 2021.
| Grant Date | Fair Value | Performance Period | Payout Range | ||||||||||||||
| February 2021 | $151.92 | Jan 2021 - Dec 2023 | 0-200% | ||||||||||||||
HUBBELL INCORPORATED-Form 10-Q 28
| 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. The Company's mission is to enable its customers to operate critical infrastructure safely, reliably, and efficiently. Products are either sourced complete, manufactured or assembled by subsidiaries in the United States, Canada, Puerto Rico, Mexico, China, the United Kingdom, 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 19,500 individuals worldwide as of June 30, 2021.
The Company’s reporting segments consist of the Electrical Solutions segment and the Utility Solutions segment.
Effective January 1, 2021, the Company consolidated the three business groups within its Electrical segment, and renamed the segment as Hubbell Electrical Solutions ("Electrical Solutions"). The Electrical Solutions segment unites businesses with similar operating models, products, and go to market strategies under one operating banner and common leadership to drive synergies and long-term growth opportunities.
Also effective January 1, 2021, the Company moved its Hubbell Gas Connectors and Accessories business, from the Electrical Solutions segment to the Utility Solutions segment to create synergies with the existing gas products offered within the Utility Solutions segment and to better serve its utility customers. The Hubbell Gas Connectors and Accessories business represented approximately $157.1 million of net sales and $19.4 million of operating profit in 2020. The Company began reporting its segment results under this revised reporting structure beginning with the filing of its Quarterly Report on Form 10-Q for the first quarter ended March 31, 2021.
Results for the three and six months ended June 30, 2021 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.
Because material costs are approximately two-thirds of our cost of goods sold, volatility in this area can 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 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.
Productivity programs affect virtually all functional areas within the Company by reducing or eliminating waste and improving processes. We continue to expand our efforts surrounding 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.
HUBBELL INCORPORATED-Form 10-Q 29
Impact of the COVID-19 Pandemic
During March 2020, a global pandemic was declared by the World Health Organization related to the rapidly growing outbreak of a novel strain of coronavirus (COVID-19). U.S. federal, state, local, and foreign governments reacted to the public health crisis with mitigation measures, creating significant uncertainties in the U.S. and global economies, including the shutdown of large portions of, or imposition of restrictions on, the U.S. and global economies. Notwithstanding a general improvement in conditions and reduction of pandemic effects, as of June 30, 2021 there continues to be significant uncertainty around the scope, severity, and duration of the pandemic, as well as the breadth and duration of business disruptions related to it and the overall impact on the U.S., global economies, and our operating results in future periods.
The extent to which the coronavirus pandemic continues to affect our business, operations and financial results will depend on numerous evolving factors that we may not be able to accurately predict including new information that may emerge concerning the severity of the COVID-19 pandemic, additional outbreaks or resurgence of COVID-19, the availability and use of vaccines across different regions and effective treatments and the actions taken to contain it or respond to its health and economic effects.
Despite our ongoing efforts to protect the health and safety of our employees, the COVID-19 pandemic continues to pose the risk that our employees, contractors, suppliers, customers and other business partners may be prevented from conducting business activities, partially or completely, for an indefinite period of time, including due to shutdowns that may be requested or mandated by governmental authorities or imposed by our management, or that the pandemic may otherwise interrupt or impair business activities.
The disruption in economic activity as a result of the COVID-19 pandemic also affected customer demand across our end markets in 2020, including temporary stoppage of certain large meter installations and other regulatory restrictions on smart infrastructure projects and deployments. While market conditions have moderated and a strengthening of order rates through the first half of 2021 indicate improving conditions, it continues to be difficult to predict with specificity or quantify the future impact on our business, including our costs, the effect on our suppliers and availability of materials, and the extent and timing of a recovery in end-market demand. In addition, the relatively widespread recovery in economic activity resulting from a reduction in pandemic-related shutdowns has resulted in some shortages, as well as increased costs in certain commodities, transportation and labor, the persistence of which cannot be determined at this time.
Results of Operations – Second Quarter of 2021 compared to the Second Quarter of 2020
SUMMARY OF CONSOLIDATED RESULTS (IN MILLIONS, EXCEPT PER SHARE DATA):
| Three Months Ended June 30, | ||||||||||||||
| 2021 | % of Net sales | 2020 | % of Net sales | |||||||||||
| Net sales | $ | 1,191.8 | $ | 949.2 | ||||||||||
| Cost of goods sold | 861.0 | 72.2 | % | 668.7 | 70.4 | % | ||||||||
| Gross profit | 330.8 | 27.8 | % | 280.5 | 29.6 | % | ||||||||
| Selling & administrative ("S&A") expense | 178.1 | 14.9 | % | 149.0 | 15.7 | % | ||||||||
| Operating income | 152.7 | 12.8 | % | 131.5 | 13.9 | % | ||||||||
| Net income attributable to Hubbell Incorporated | 95.8 | 8.0 | % | 88.2 | 9.3 | % | ||||||||
| EARNINGS PER SHARE – DILUTED | $ | 1.74 | $ | 1.62 | ||||||||||
In the following discussion of results of operations, we refer to "adjusted" operating measures. We believe those adjusted measures, which exclude the impact of certain costs, gains and losses, may provide investors with useful information regarding our underlying performance from period to period and allow investors to understand our results of operations without regard to items we do not consider a component of our core operating performance.
Adjusted operating measures exclude amortization of all intangible assets associated with our business acquisitions, including inventory step-up amortization associated with those acquisitions. The intangible assets associated with our business acquisitions arise from the allocation of the purchase price using the acquisition method of accounting in accordance with Accounting Standards Codification 805, “Business Combinations.” These assets consist primarily of customer relationships, developed technology, trademarks and tradenames, and patents, as reported in Note 6 – Goodwill and Other Intangible Assets, under the heading “Total Definite-Lived Intangibles,” within the Company’s audited consolidated financial statements set forth in its Annual Report on Form 10-K for Fiscal Year Ended December 31, 2020.
HUBBELL INCORPORATED-Form 10-Q 30
The Company believes that the exclusion of these non-cash expenses (i) enhances management’s and investors’ ability to analyze underlying business performance, (ii) facilitates comparisons of our financial results over multiple periods, and (iii) provides more relevant comparisons of our results with the results of other companies as the amortization expense associated with these assets may fluctuate significantly from period to period based on the timing, size, nature, and number of acquisitions. Although we exclude amortization of these acquired intangible assets and inventory step-up from our non-GAAP results, we believe that it is important for investors to understand that revenue generated, in part, from such intangibles is included within revenue in determining adjusted net income attributable to Hubbell Incorporated.
Adjusted net income in 2021 also excludes a $16.8 million pre-tax loss on the early extinguishment of long-term debt from the redemption of all of the Company's outstanding 3.625% Senior Notes due 2022 in the aggregate principal amount of $300 million and a $6.8 million loss on the disposal of a business, the sale of which closed during the second quarter of 2021. Those items are reported in Total other expense (below Operating income) in the Condensed Consolidated Statement of Income. Refer to the reconciliation of non-GAAP measurers presented below, Note 5 - Goodwill and Other Intangible Assets, net and Note 16 - Debt and Financing Arrangements in the Notes to the Condensed Consolidated Financial Statements, for additional information. The Company excludes these losses because we believe it enhances management's and investors' ability to analyze underlying business performance and facilitates comparisons of our financial results over multiple periods.
Organic net sales, a non-GAAP measure, represent Net sales according to U.S. GAAP, less Net sales from acquisitions and divestitures during the first twelve months of ownership or divestiture, respectively, less the effect of fluctuations in Net sales from foreign currency exchange. The period-over-period effect of fluctuations in Net sales from foreign currency exchange is calculated as the difference between local currency Net sales of the prior period translated at the current period exchange rate as compared to the same local currency Net sales translated at the prior period exchange rate. We believe this measure provides management and investors with a more complete understanding of the underlying operating results and trends of established, ongoing operations by excluding the effect of acquisitions, dispositions and foreign currency as these activities can obscure underlying trends. When comparing Net sales growth between periods excluding the effects of acquisitions, business dispositions and currency exchange rates, those effects are different when comparing results for different periods. For example, because Net sales from acquisitions are considered inorganic from the date we complete an acquisition through the end of the first year following the acquisition, Net sales from such acquisition are reflected as organic net sales thereafter.
There are limitations to the use of non-GAAP measures. Non-GAAP measures do not present complete financial results. We compensate for this limitation by providing a reconciliation between our non-GAAP financial measures and the respective most directly comparable financial measure calculated and presented in accordance with GAAP. Because non-GAAP financial measures are not standardized, it may not be possible to compare these financial measures with other companies’ non-GAAP financial measures having the same or similar names. These financial measures should not be considered in isolation from, as substitutes for, or alternative measures of, reported GAAP financial results, and should be viewed in conjunction with the most comparable GAAP financial measures and the provided reconciliations thereto. We believe, however, that these non-GAAP financial measures, when viewed together with our GAAP results and related reconciliations, provide a more complete understanding of our business. We strongly encourage investors to review our consolidated financial statements and publicly filed reports in their entirety and not rely on any single financial measure.
HUBBELL INCORPORATED-Form 10-Q 31
The following table reconciles each of our adjusted financial measures to the directly comparable GAAP financial measure (in millions, except per share amounts):
| Three Months Ended June 30, | ||||||||||||||
| 2021 | % of Net sales | 2020 | % of Net sales | |||||||||||
| Gross profit (GAAP measure) | $ | 330.8 | 27.8 | % | $ | 280.5 | 29.6 | % | ||||||
| Amortization of acquisition-related intangible assets | 7.0 | 6.4 | ||||||||||||
| Adjusted gross profit | $ | 337.8 | 28.3 | % | $ | 286.9 | 30.2 | % | ||||||
| S&A expenses (GAAP measure) | $ | 178.1 | 14.9 | % | $ | 149.0 | 15.7 | % | ||||||
| Amortization of acquisition-related intangible assets | 13.5 | 12.2 | ||||||||||||
| Adjusted S&A expenses | $ | 164.6 | 13.8 | % | $ | 136.8 | 14.4 | % | ||||||
| Operating income (GAAP measure) | $ | 152.7 | 12.8 | % | $ | 131.5 | 13.9 | % | ||||||
| Amortization of acquisition-related intangible assets | 20.5 | 18.6 | ||||||||||||
| Adjusted operating income | $ | 173.2 | 14.5 | % | $ | 150.1 | 15.8 | % | ||||||
| Net income attributable to Hubbell Incorporated (GAAP measure) | $ | 95.8 | $ | 88.2 | ||||||||||
| Amortization of acquisition-related intangible assets | 20.5 | 18.6 | ||||||||||||
| Loss on disposition of business | 6.8 | — | ||||||||||||
| Loss on extinguishment of debt | 16.8 | — | ||||||||||||
| Subtotal | $ | 139.9 | $ | 106.8 | ||||||||||
Income tax effects(1) | 10.5 | 4.7 | ||||||||||||
| Adjusted net income attributable to Hubbell Incorporated | $ | 129.4 | $ | 102.1 | ||||||||||
| Less: Earnings allocated to participating securities | (0.5) | (0.4) | ||||||||||||
| Adjusted net income available to common shareholders | $ | 128.9 | $ | 101.7 | ||||||||||
| Average number of diluted shares outstanding | 54.7 | 54.3 | ||||||||||||
| ADJUSTED EARNINGS PER SHARE – DILUTED | $ | 2.36 | $ | 1.87 | ||||||||||
(1) The income tax effects are calculated using the statutory tax rate, taking into consideration the nature of the item and the relevant taxing jurisdiction, unless otherwise noted.
The following table reconciles our Organic net sales to the directly comparable GAAP financial measure (in millions and percentage change):
| For the Three Months Ended June 30, | ||||||||||||||
| 2021 | Inc/(Dec) % | 2020 | Inc/(Dec) % | |||||||||||
| Net sales growth (GAAP measure) | $ | 242.6 | 25.6 | $ | (247.2) | (20.7) | ||||||||
| Impact of acquisitions | 35.8 | 3.8 | 10.9 | 0.9 | ||||||||||
| Impact of divestitures | (0.6) | (0.1) | (6.3) | (0.5) | ||||||||||
| Foreign currency exchange | 8.1 | 0.9 | (6.9) | (0.6) | ||||||||||
| Organic net sales growth (non-GAAP measure) | $ | 199.3 | 21.0 | $ | (244.9) | (20.5) | ||||||||
Net Sales
Net sales of $1.19 billion in the second quarter of 2021 increased by $242.6 million compared to the second quarter of 2020. Organic net sales increased by 21.0% primarily due to higher volume and favorable price realization, along with an increase in Net Sales of 3.8% from acquisitions and a 0.9% increase from foreign exchange. Organic net sales in the second quarter of 2020 reflect the unfavorable effects of the COVID-19 pandemic on demand, as well as from supply chain disruptions due to the temporary closure of manufacturing facilities and restrictions on project installations within our Aclara business associated with the COVID-19 pandemic.
Cost of Goods Sold
As a percentage of Net sales, cost of goods sold increased by 180 basis points to 72.2% in the second quarter of 2021, as compared to 70.4% in the second quarter of 2020. The increase was primarily driven by material cost inflation that exceeded favorable price realization, higher freight and manufacturing costs, and unfavorable Net sales mix within our Utility Solutions segment, partially offset by savings from our restructuring and related actions and certain cost increases in the second quarter of 2020 due to the COVID-19 pandemic that did not repeat in 2021 as operations normalized.
HUBBELL INCORPORATED-Form 10-Q 32
Gross Profit
The gross profit margin in the second quarter of 2021 decreased by 180 basis points to 27.8% as compared to 29.6% in the second quarter of 2020. Excluding amortization of acquisition-related intangible assets, the adjusted gross profit margin was 28.3% in the second quarter of 2021 as compared to 30.2% in the same period of the prior year. The decrease in the adjusted gross profit margin primarily reflects material cost inflation that exceeded favorable price realization, higher freight and manufacturing costs, and unfavorable Net sales mix within our Utility Solutions segment, partially offset by savings from our restructuring and related actions and certain cost increases in the second quarter of 2020 due to the COVID-19 pandemic that did not repeat in 2021 as operations normalized.
Selling & Administrative Expenses
S&A expense in the second quarter of 2021 was $178.1 million and increased by $29.1 million compared to the prior year period. S&A expense as a percentage of Net sales decreased by 80 basis points to 14.9% in the second quarter of 2021. Excluding amortization of acquisition-related intangible assets, adjusted S&A expense as a percentage of Net sales decreased by 60 basis points to 13.8% in the second quarter of 2021. The decrease in adjusted S&A expense as a percentage of Net sales is primarily due to higher sales volume, partially offset by the impact of compensation actions and other cost reductions in the second quarter of 2020 due to the COVID-19 pandemic that did not repeat in 2021 as operations normalized.
Total Other Expense
Total other expense increased by $18.8 million in the second quarter of 2021 to $37.3 million primarily due to a $16.8 million pre-tax loss on the early extinguishment of long-term debt recognized in the second quarter of 2021 from the redemption of the Company's $300 million long-term notes, which were scheduled to mature in 2022 and a $6.8 million loss on the disposal of a business, partially offset by lower interest expense and non-service pension costs.
Income Taxes
The effective tax rate in the second quarter of 2021 decreased to 16.3% as compared to 21.2% in the second quarter of 2020 primarily due to favorable tax effects from stock based compensation and statute of limitation expirations on certain tax reserves as compared to the same period of the prior year.
Net Income Attributable to Hubbell Incorporated and Earnings Per Diluted Share
Net income attributable to Hubbell Incorporated was $95.8 million in the second quarter of 2021 and increased 8.6% as compared to the same period of the prior year. Adjusted net income attributable to Hubbell Incorporated, which excludes amortization of acquisition-related intangibles from both periods, and the loss on extinguishment of debt and loss on the disposition of business in the 2021 period, was $129.4 million in the second quarter of 2021 and increased by 26.7% as compared to the second quarter of 2020. As a result, earnings per diluted share in the second quarter of 2021 increased 7.4% as compared to the second quarter of 2020. Adjusted earnings per diluted share in the second quarter of 2021 increased by 26.2% as compared to the second quarter of 2020.
Segment Results
ELECTRICAL SOLUTIONS
| Three Months Ended June 30, | ||||||||
| (In millions) | 2021 | 2020 | ||||||
| Net sales | $ | 602.9 | $ | 469.4 | ||||
| Operating income (GAAP measure) | 76.3 | 52.8 | ||||||
| Amortization of acquisition-related intangible assets | 4.2 | 4.2 | ||||||
| Adjusted operating income | $ | 80.5 | $ | 57.0 | ||||
| Operating margin (GAAP measure) | 12.7 | % | 11.2 | % | ||||
| Adjusted operating margin | 13.4 | % | 12.1 | % | ||||
HUBBELL INCORPORATED-Form 10-Q 33
The following table reconciles our Organic net sales to the directly comparable GAAP financial measure (in millions and percentage change):
| For the Three Months Ended June 30, | ||||||||||||||
| Electrical Solutions | 2021 | Inc/(Dec) % | 2020 | Inc/(Dec) % | ||||||||||
| Net sales growth (GAAP measure) | $ | 133.5 | 28.5 | $ | (165.5) | (26.1) | ||||||||
| Impact of acquisitions | 5.5 | 1.2 | 4.5 | 0.7 | ||||||||||
| Impact of divestitures | — | — | (6.3) | (1.0) | ||||||||||
| Foreign currency exchange | 6.4 | 1.4 | (3.6) | (0.6) | ||||||||||
| Organic net sales growth (non-GAAP measure) | $ | 121.6 | 25.9 | $ | (160.1) | (25.2) | ||||||||
Net sales in the Electrical Solutions segment in the second quarter of 2021 were $602.9 million and increased by $133.5 million, or 28.5%, as compared to the second quarter of 2020. Organic net sales in the second quarter of 2021 increased by 25.9% as compared to the same prior year period, primarily due to higher unit volume and favorable price realization, a 1.2% increase in Net sales from acquisitions, and 1.4% increase from foreign exchange. Higher unit volume was primarily driven by strong growth in the industrial markets during 2021 and a recovery from the unfavorable impact of the COVID-19 pandemic on demand and supply chain disruptions caused by the temporary closure of a limited number of manufacturing facilities in the second quarter of 2020.
Operating income in the Electrical Solutions segment for the second quarter of 2021 was $76.3 million and increased approximately 45% compared to the second quarter of 2020, while operating margin in the second quarter of 2021 increased by 150 basis points to 12.7%. Excluding amortization of acquisition-related intangibles, adjusted operating margin increased 130 basis points to 13.4%, as compared to the same prior year period. The increase in the adjusted operating margin in the second quarter of 2021 is primarily due to higher net sales volume and savings from our restructuring and related actions. The effect of those items was partially offset by material cost inflation that was greater than favorable price realization, higher freight and manufacturing costs, as well as prior year temporary cost actions. Acquisitions contributed 10 basis points to adjusted operating margin in the second quarter of 2021 as compared to the same period of the prior year.
HUBBELL INCORPORATED-Form 10-Q 34
UTILITY SOLUTIONS
| Three Months Ended June 30, | ||||||||
| (In millions) | 2021 | 2020 | ||||||
| Net sales | $ | 588.9 | $ | 479.8 | ||||
| Operating income (GAAP measure) | 76.4 | 78.7 | ||||||
| Amortization of acquisition-related intangible assets | 16.3 | 14.4 | ||||||
| Adjusted operating income | $ | 92.7 | $ | 93.1 | ||||
| Operating margin (GAAP measure) | 13.0 | % | 16.4 | % | ||||
| Adjusted operating margin | 15.7 | % | 19.4 | % | ||||
The following table reconciles our Organic net sales to the directly comparable GAAP financial measure (in millions and percentage change):
| For the Three Months Ended June 30, | ||||||||||||||
| Utility Solutions | 2021 | Inc/(Dec) % | 2020 | Inc/(Dec) % | ||||||||||
| Net sales growth (GAAP measure) | $ | 109.1 | 22.8 | $ | (81.7) | (14.7) | ||||||||
| Impact of acquisitions | 30.3 | 6.3 | 6.4 | 1.1 | ||||||||||
| Impact of divestitures | (0.6) | (0.1) | — | — | ||||||||||
| Foreign currency exchange | 1.7 | 0.4 | (3.3) | (0.6) | ||||||||||
| Organic net sales growth (non-GAAP measure) | $ | 77.7 | 16.2 | $ | (84.8) | (15.2) | ||||||||
Net sales in the Utility Solutions segment in the second quarter of 2021 were $588.9 million, an increase of $109.1 million, or 22.8%, as compared to the second quarter of 2020. This increase was due to a 16.2% increase in organic net sales driven by higher unit volumes and favorable price realization, acquisitions which contributed 6.3% to Net sales growth, and a 0.4% increase in Net sales from foreign exchange.
Within the Utility Solutions segment, Net sales of our Utility T&D components businesses increased by 24.8% in the second quarter of 2021 as compared to the prior year, primarily driven by 19.1% organic net sales growth, a 5.3% increase in Net sales growth from acquisitions and 0.4% favorable impact of foreign exchange. Net sales of our Utility communications and controls businesses increased by 17.8% in the second quarter of 2021 as compared to the prior year primarily due to a 9.1% increase in organic net sales, largely as a result of an increase in meter installations which were previously affected by the pandemic related project delays, and an increase in Net sales of 8.7% due to the net impact of acquisitions and dispositions.
Operating income in the Utility Solutions segment for the second quarter of 2021 was $76.4 million, down by 2.9% compared to the second quarter of 2020 as a result of lower operating margin in the second quarter of 2021, which decreased to 13.0% as compared to 16.4% in the same period of 2020. Excluding amortization of acquisition-related intangibles, the adjusted operating margin decreased to 15.7%, primarily driven by increased materials costs in excess of price realization, higher freight and manufacturing costs, unfavorable Net sales mix, as well as prior year temporary cost actions. The effect of those items was partially offset by higher volume. Adjusted operating income from acquisitions was modest, but contributed 80 basis points to the decline in adjusted operating margin, also due to higher manufacturing costs.
HUBBELL INCORPORATED-Form 10-Q 35
Results of Operations – Six Months Ended June 30, 2021 compared to the Six Months Ended June 30, 2020
SUMMARY OF CONSOLIDATED RESULTS (IN MILLIONS, EXCEPT PER SHARE DATA):
| Six Months Ended June 30, | ||||||||||||||
| 2021 | % of Net sales | 2020 | % of Net sales | |||||||||||
| Net sales | $ | 2,270.2 | $ | 2,039.5 | ||||||||||
| Cost of goods sold | 1,649.6 | 72.7 | % | 1,445.5 | 70.9 | % | ||||||||
| Gross profit | 620.6 | 27.3 | % | 594.0 | 29.1 | % | ||||||||
| Selling & administrative ("S&A") expense | 350.3 | 15.4 | % | 343.7 | 16.9 | % | ||||||||
| Operating income | 270.3 | 11.9 | % | 250.3 | 12.3 | % | ||||||||
| Net income attributable to Hubbell Incorporated | 173.5 | 7.6 | % | 163.2 | 8.0 | % | ||||||||
| EARNINGS PER SHARE – DILUTED | $ | 3.16 | $ | 2.99 | ||||||||||
The following table reconciles each of our adjusted financial measures to the directly comparable GAAP financial measure (in millions, except per share amounts):
| Six Months Ended June 30, | ||||||||||||||
| 2021 | % of Net sales | 2020 | % of Net sales | |||||||||||
| Gross profit (GAAP measure) | $ | 620.6 | 27.3 | % | $ | 594.0 | 29.1 | % | ||||||
| Amortization of acquisition-related intangible assets | 15.6 | 13.3 | ||||||||||||
| Adjusted gross profit | $ | 636.2 | 28.0 | % | $ | 607.3 | 29.8 | % | ||||||
| S&A expenses (GAAP measure) | $ | 350.3 | 15.4 | % | $ | 343.7 | 16.9 | % | ||||||
| Amortization of acquisition-related intangible assets | 27.1 | 24.8 | ||||||||||||
| Adjusted S&A expenses | $ | 323.2 | 14.2 | % | $ | 318.9 | 15.6 | % | ||||||
| Operating income (GAAP measure) | $ | 270.3 | 11.9 | % | $ | 250.3 | 12.3 | % | ||||||
| Amortization of acquisition-related intangible assets | 42.7 | 38.1 | ||||||||||||
| Adjusted operating income | $ | 313.0 | 13.8 | % | $ | 288.4 | 14.1 | % | ||||||
| Net income attributable to Hubbell Incorporated (GAAP measure) | $ | 173.5 | $ | 163.2 | ||||||||||
| Amortization of acquisition-related intangible assets | 42.7 | 38.1 | ||||||||||||
| Loss on disposition of business | 6.8 | — | ||||||||||||
| Loss on extinguishment of debt | 16.8 | — | ||||||||||||
| Subtotal | $ | 239.8 | $ | 201.3 | ||||||||||
Income tax effects(1) | 16.0 | 9.6 | ||||||||||||
| Adjusted net income attributable to Hubbell Incorporated | $ | 223.8 | $ | 191.7 | ||||||||||
| Less: Earnings allocated to participating securities | (0.8) | (0.7) | ||||||||||||
| Adjusted net income available to common shareholders | $ | 223.0 | $ | 191.0 | ||||||||||
| Average number of diluted shares outstanding | 54.7 | 54.4 | ||||||||||||
| ADJUSTED EARNINGS PER SHARE – DILUTED | $ | 4.08 | $ | 3.51 | ||||||||||
(1) The income tax effects are calculated using the statutory tax rate, taking into consideration the nature of the item and the relevant taxing jurisdiction, unless otherwise noted.
HUBBELL INCORPORATED-Form 10-Q 36
The following table reconciles our Organic net sales to the directly comparable GAAP financial measure (in millions and percentage change):
| For the Six Months Ended June 30, | ||||||||||||||
| 2021 | Inc/(Dec) % | 2020 | Inc/(Dec) % | |||||||||||
| Net sales growth (GAAP measure) | $ | 230.7 | 11.3 | $ | (244.2) | (10.5) | ||||||||
| Impact of acquisitions | 68.7 | 3.4 | 21.9 | 1.0 | ||||||||||
| Impact of divestitures | (0.6) | — | (15.8) | (0.6) | ||||||||||
| Foreign currency exchange | 9.1 | 0.4 | (7.9) | (0.3) | ||||||||||
| Organic net sales growth (non-GAAP measure) | $ | 153.5 | 7.5 | $ | (242.4) | (10.6) | ||||||||
Net Sales
Net sales of $2.3 billion in the first six months of 2021 increased by $230.7 million compared to the first six months of 2020. Organic net sales increased by 7.5% primarily due to higher volume and favorable price realization along with an increase in Net sales of 3.4% from acquisitions and a 0.4% increase from foreign exchange, mostly reflecting the factors discussed in the above discussion of second quarter results.
Cost of Goods Sold
As a percentage of Net sales, cost of goods sold increased by 180 basis points to 72.7% in the first six months of 2021, as compared to 70.9% in the first six months of 2020. The increase was primarily driven by material cost inflation that exceeded favorable price realization, higher freight and manufacturing costs, and unfavorable Net sales mix within our Utility Solutions segment, partially offset by savings from our restructuring and related actions and certain cost increases in the second quarter of 2020 due to the COVID-19 pandemic that did not repeat in 2021 as operations normalized.
Gross Profit
The gross profit margin in the first six months quarter of 2021 decreased by 180 basis points to 27.3% as compared to 29.1% in the first six months of 2020. Excluding amortization of acquisition-related intangible assets, the adjusted gross profit margin was 28.0% in the first six months of 2021 as compared to 29.8% in the same period of the prior year. The decrease in the adjusted gross profit margin primarily reflects material cost inflation that exceeded favorable price realization, higher freight and manufacturing costs, and unfavorable Net sales mix within our Utility Solutions segment, partially offset by savings from our restructuring and related actions and certain cost increases in the second quarter of 2020 due to the COVID-19 pandemic that did not repeat in 2021 as operations normalized.
Selling & Administrative Expenses
S&A expense in the first six months of 2021 was $350.3 million and increased by $6.6 million compared to the prior year period. S&A expense as a percentage of Net sales decreased by 150 basis points to 15.4% in the first six months of 2021. Excluding amortization of acquisition-related intangible assets, adjusted S&A expense as a percentage of Net sales decreased by 140 basis points to 14.2% in the first six months of 2021. The decrease in adjusted S&A expense as a percentage of Net sales is primarily due to higher sales volume and a reduction of bad debt expense in 2021 compared to the same period in 2020, partially offset by the impact of compensation actions and other cost reductions in the second quarter of 2020 due to the COVID-19 pandemic that did not repeat in 2021 as operations normalized.
Total Other Expense
Total other expense increased by $16.0 million in the first six months of 2021 to $53.4 million primarily due to a $16.8 million pre-tax loss on the early extinguishment of long-term debt recognized in the second quarter of 2021 from the redemption of the Company's $300 million long-term notes, which were scheduled to mature in 2022 and a $6.8 million loss on the disposal of a business, partially offset by a $2.9 million decrease in interest expense and lower non-service pension costs.
HUBBELL INCORPORATED-Form 10-Q 37
Income Taxes
The effective tax rate in the first six months of 2021 decreased to 19.0% as compared to 22.6% in the first six months of 2020 primarily due to favorable tax effects from stock based compensation and statute of limitation expirations on certain tax reserves as compared to the same period of the prior year.
Net Income Attributable to Hubbell Incorporated and Earnings Per Diluted Share
Net income attributable to Hubbell Incorporated was $173.5 million in the first six months of 2021 and increased 6.3% as compared to the same period of the prior year. Adjusted net income attributable to Hubbell Incorporated, which excludes amortization of acquisition-related intangibles for both periods, and the loss on extinguishment of debt and loss on the disposition of business in the 2021 period, was $223.8 million in the first six months of 2021 and increased by 16.7% as compared to the first six months of 2020. As a result, earnings per diluted share in the first six months of 2021 increased 5.7% as compared to the first six months of 2020. Adjusted earnings per diluted share in the first six months of 2021 increased by 16.2% as compared to the first six months of 2020.
Segment Results
ELECTRICAL SOLUTIONS
| Six Months Ended June 30, | ||||||||
| (In millions) | 2021 | 2020 | ||||||
| Net sales | $ | 1,149.1 | $ | 1,033.1 | ||||
| Operating income (GAAP measure) | 129.3 | 105.2 | ||||||
| Amortization of acquisition-related intangible assets | 8.4 | 9.0 | ||||||
| Adjusted operating income | $ | 137.7 | $ | 114.2 | ||||
| Operating margin (GAAP measure) | 11.3 | % | 10.2 | % | ||||
| Adjusted operating margin | 12.0 | % | 11.1 | % | ||||
The following table reconciles our Organic net sales to the directly comparable GAAP financial measure (in millions and percentage change):
| For the Six Months Ended June 30, | ||||||||||||||
| Electrical Solutions | 2021 | Inc/(Dec) % | 2020 | Inc/(Dec) % | ||||||||||
| Net sales growth (GAAP measure) | $ | 116.0 | 11.2 | $ | (181.8) | (14.8) | ||||||||
| Impact of acquisitions | 11.2 | 1.1 | 8.0 | 0.7 | ||||||||||
| Impact of divestitures | — | — | (15.8) | (1.2) | ||||||||||
| Foreign currency exchange | 8.4 | 0.8 | (3.4) | (0.3) | ||||||||||
| Organic net sales growth (non-GAAP measure) | $ | 96.4 | 9.3 | $ | (170.6) | (14.0) | ||||||||
Net sales in the Electrical Solutions segment in the first six months of 2021 were $1,149.1 million and increased by $116.0 million, or 11.2%, as compared to the first six months of 2020. Organic net sales in the first six months of 2021 increased by 9.3% as compared to the same prior year period, primarily due to higher unit volume, favorable price realization and a 1.1% increase in Net sales from acquisitions and 0.8% increase from foreign exchange. Higher unit volume was primarily driven by strong growth in the industrial markets during the 2021 period and the recovery from the unfavorable impact during the 2020 period of the COVID-19 pandemic on demand and from supply chain disruptions caused by the temporary closure of a limited number of manufacturing facilities.
Operating income in the Electrical Solutions segment for the first six months of 2021 was $129.3 million and increased approximately 22.9% compared to the first six months of 2020, while operating margin in the first six months of 2021 increased by 110 basis points to 11.3%. Excluding amortization of acquisition-related intangibles, adjusted operating margin increased 90 basis points to 12.0%, as compared to the same prior year period. The increase in the adjusted operating margin in the first six months of 2021 is primarily due to higher net sales volume and higher savings from restructuring and related actions in 2021, including a gain on the sale of a facility, partially offset by material cost inflation that was greater than favorable price realization and higher freight and manufacturing costs. Acquisitions contributed 20 basis points to adjusted operating margin in the first six months of 2021 as compared to the same period of the prior year.
HUBBELL INCORPORATED-Form 10-Q 38
UTILITY SOLUTIONS
| Six Months Ended June 30, | ||||||||
| (In millions) | 2021 | 2020 | ||||||
| Net sales | $ | 1,121.1 | $ | 1,006.4 | ||||
| Operating income (GAAP measure) | 141.0 | 145.1 | ||||||
| Amortization of acquisition-related intangible assets | 34.3 | 29.1 | ||||||
| Adjusted operating income | $ | 175.3 | $ | 174.2 | ||||
| Operating margin (GAAP measure) | 12.6 | % | 14.4 | % | ||||
| Adjusted operating margin | 15.6 | % | 17.3 | % | ||||
The following table reconciles our Organic net sales to the directly comparable GAAP financial measure (in millions and percentage change):
| For the Six Months Ended June 30, | ||||||||||||||
| Utility Solutions | 2021 | Inc/(Dec) % | 2020 | Inc/(Dec) % | ||||||||||
| Net sales growth (GAAP measure) | $ | 114.7 | 11.5 | $ | (62.4) | (5.7) | ||||||||
| Impact of acquisitions | 57.5 | 5.7 | 13.9 | 1.3 | ||||||||||
| Impact of divestitures | (0.6) | — | — | — | ||||||||||
| Foreign currency exchange | 0.7 | 0.1 | (4.5) | (0.3) | ||||||||||
| Organic net sales growth (non-GAAP measure) | $ | 57.1 | 5.7 | $ | (71.8) | (6.7) | ||||||||
Net sales in the Utility Solutions segment in the first six months of 2021 were $1,121.1 million, up $114.7 million, or 11.5%, as compared to the first six months of 2020. The increase was primarily due to acquisitions net of divestitures, which contributed 5.7% to Net sales growth, and by a 5.7% increase in organic net sales, due to higher unit volume and favorable price realization.
Within the Utility Solutions segment, Net sales of our Utility T&D components businesses increased by 15.0% in the first six months of 2021 as compared to the prior year period, primarily driven by 10.0% organic net sales growth, and 5.0% Net sales growth from acquisitions. Net sales of our Utility communications and controls businesses increased by 3.5% in the first six months of 2021 as compared to the prior year primarily due to a 7.5% Net sales growth from acquisitions net of divestitures and a 0.3% increase in Net sales from foreign exchange, partially offset by a 4.3% decline in organic net sales as a result of the continued effect of restrictions and delays associated with the pandemic on project installations.
Operating income in the Utility Solutions segment for the first six months of 2021 was $141.0 million and decreased by 2.8% compared to the first six months of 2020. Operating margin in the first six months of 2021 decreased to 12.6% as compared to 14.4% in the same period of 2020. Excluding amortization of acquisition-related intangibles, the adjusted operating margin for the 2021 period decreased by 170 basis points to 15.6%, primarily driven by increased material cost in excess of price realization, higher freight and manufacturing costs, and unfavorable Net sales mix, partially offset by higher volume. Adjusted operating income increased from acquisitions, but contributed 60 basis points to the decline in adjusted operating margin, also due to higher manufacturing costs.
HUBBELL INCORPORATED-Form 10-Q 39
Financial Condition, Liquidity and Capital Resources
Cash Flow
| Six Months Ended June 30, | ||||||||
| (In millions) | 2021 | 2020 | ||||||
| Net cash provided by (used in): | ||||||||
Operating activities | $ | 209.3 | $ | 303.7 | ||||
Investing activities | (26.8) | (26.9) | ||||||
Financing activities | (178.3) | 34.6 | ||||||
Effect of foreign currency exchange rate changes on cash and cash equivalents | 1.6 | (8.4) | ||||||
| NET CHANGE IN CASH AND CASH EQUIVALENTS | $ | 5.8 | $ | 303.0 | ||||
Cash provided by operating activities for the six months ended June 30, 2021 was $209.3 million compared to cash provided by operating activities of $303.7 million for the same period in 2020 and decreased primarily due to changes in the components of working capital, including accounts receivable and inventories, partially offset by higher net income and increases in accounts payable and other current liabilities in the first six months of 2021 as compared to the same prior year period.
Cash used for investing activities was $26.8 million in the six months ended June 30, 2021 compared to cash used of $26.9 million during the comparable period in 2020 and was flat primarily as a result of the proceeds received in conjunction with the disposal of the Consumer Analytics Solutions business, partially offset by the net purchases and sales of available for sale securities and increased capital expenditures in the first six months of 2021 as compared to the prior year period.
Cash used by financing activities was $178.3 million in the six months ended June 30, 2021 as compared to cash provided of $34.6 million in the comparable period of 2020. The change in cash flows from financing activities primarily reflects a decrease in proceeds from net issuance and borrowings of debt in 2021 compared to 2020. Additionally cash flows from financing activities decreased due to the make whole premium of $16.0 million incurred in 2021 due to the redemption of the 2022 Notes (as defined below), offset by a decrease of $30.1 million in share repurchases.
The favorable impact of foreign currency exchange rates on cash was $1.6 million for the six months ended June 30, 2021 and is primarily related to strengthening in the Canadian Dollar and Brazilian Real versus the U.S. Dollar.
Investments in the Business
Investments in our business include cash outlays for the acquisition of businesses as well as expenditures to maintain the operation of our equipment and facilities and invest in restructuring activities.
We continue to invest in restructuring and related programs to maintain a competitive cost structure, to drive operational efficiencies and to mitigate the impact of rising material costs and administrative cost inflation. We expect our investment in restructuring and related activities to continue in 2021 as we continue to invest in previously initiated actions and initiate further footprint consolidation and other cost reduction initiatives.
In connection with our restructuring and related actions, we have incurred restructuring costs as defined by U.S. GAAP, which are primarily severance and employee benefits, asset impairments, accelerated depreciation, as well as facility closure, contract termination and certain pension costs that are directly related to restructuring actions. We also incurred restructuring-related costs, which are costs associated with our business transformation initiatives, including the consolidation of back-office functions and streamlining of our processes, and certain other costs and gains associated with restructuring actions. We refer to these costs on a combined basis as "restructuring and related costs", which is a non-GAAP measure. We believe this non-GAAP measure provides investors with useful information regarding our underlying performance from period to period. Restructuring costs are predominantly settled in cash from our operating activities and are generally settled within one year, with the exception of asset impairments, which are non-cash.
HUBBELL INCORPORATED-Form 10-Q 40
The table below presents the restructuring and related costs incurred in the first six months of 2021, additional expected costs, and the expected completion date of restructuring actions that have been initiated as of June 30, 2021 and in prior years (in millions):
| Costs incurred in the six months ended June 30, 2021 | Additional expected costs | Expected completion date | |||||||||
| 2021 Restructuring Actions | $ | 0.3 | $ | — | 2021 | ||||||
| 2020 and Prior Restructuring Actions | 1.8 | 6.1 | 2022 | ||||||||
| Total Restructuring cost (GAAP measure) | $ | 2.1 | $ | 6.1 | |||||||
| Restructuring-related costs | 1.0 | 2.2 | |||||||||
| Restructuring and related costs (Non-GAAP) | $ | 3.1 | $ | 8.3 | |||||||
During the first six months of 2021, we invested $39.1 million in capital expenditures, an increase of $4.1 million from the comparable period of 2020 as we were selective with our 2020 capital expenditures as a result of the general slowdown in economic activity associated with the COVID-19 pandemic.
Stock Repurchase Program
On October 23, 2020 the Board of Directors approved a new stock repurchase program that authorized the repurchase of up to $300 million of common stock and expires in October 2023 (the "October 2020 program"). In the first six months of 2021, the Company repurchased $11.2 million of shares of common stock authorized under the October 2020 program. At June 30, 2021, our remaining share repurchase authorization under the October 2020 program is $288.8 million. 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.
Debt to Capital
At June 30, 2021 and December 31, 2020, the Company had $1,434.2 million and $1,436.9 million, respectively, of long-term debt outstanding, net of the unamortized balance of capitalized debt issuance costs.
Revolving Credit Facility
On March 12, 2021, the Company, as borrower, and its subsidiaries Hubbell Power Holdings S.à r.l. and Harvey Hubbell Holdings S.à r.l., each as a subsidiary borrower (collectively, the “Subsidiary Borrowers”) entered into a new five-year credit agreement with a syndicate of lenders and JPMorgan Chase Bank, N.A., as administrative agent, that provides a $750 million committed revolving credit facility (the “2021 Credit Facility"). Commitments under the 2021 Credit Facility may be increased to an aggregate amount not to exceed $1.25 billion. The 2021 Credit Facility includes a $50 million sub-limit for the issuance of letters of credit. The sum of the dollar amount of loans and letters of credits to the Subsidiary Borrowers under the 2021 Credit Facility may not exceed $75 million. There were no borrowings outstanding under the 2021 Credit Facility at June 30, 2021.
The interest rate applicable to borrowings under the 2021 Credit Facility is (i) either the alternate base rate (as defined in the 2021 Credit Facility) or (ii) the adjusted LIBOR rate (as defined in the 2021 Credit Facility) plus an applicable margin based on the Company’s credit ratings. All revolving loans outstanding under the 2021 Credit Facility will be due and payable on March 12, 2026.
The 2021 Credit Facility contains a financial covenant requiring that, as of the last day of each fiscal quarter, the ratio of total indebtedness to total capitalization shall not be greater than 65%. The Company was in compliance with this covenant as of June 30, 2021. As of June 30, 2021, the 2021 Credit Facility was undrawn.
In connection with entry into the 2021 Credit Facility, the Company terminated all commitments under the existing credit facility dated as of January 31, 2018 (the "2018 Credit Facility"). In March 2020, the Company borrowed $100.0 million under the 2018 Credit Facility and subsequently repaid those borrowings in the second quarter of 2020.
Term Loan Agreement
The Company was also party to a Term Loan Agreement (the “Term Loan Agreement”) with a syndicate of lenders under which the Company borrowed $500 million on an unsecured basis to partially finance the Aclara acquisition on February 2, 2018. During the third quarter of 2020, the Company repaid in full the remaining principal outstanding under the Term Loan Agreement.
HUBBELL INCORPORATED-Form 10-Q 41
Unsecured Senior Notes
On March 12, 2021, the Company completed a public offering of $300 million aggregate principal amount of its 2.300% Senior Notes due 2031 (the “2031 Notes” and collectively with those described below, the "Notes"). The net proceeds from the offering were approximately $295.5 million after deducting the underwriting discount and estimated offering expenses payable by the Company. The 2031 Notes bear interest at a rate of 2.300% per annum from March 12, 2021. Interest on the 2031 Notes is payable semi-annually in arrears on March 15 and September 15 of each year, beginning on September 15, 2021. The 2031 Notes will mature on March 15, 2031.
The Company used the net proceeds from the offering of the 2031 Notes, together with cash on hand, on April 2, 2021 to redeem in full all of the Company’s outstanding 3.625% Senior Notes due in 2022 for an aggregate principal amount of $300 million, which had a stated maturity date of November 15, 2022, and to pay the premium and accrued interest in respect thereof. The redemption of the 2022 Notes resulted in a $16.8 million loss on extinguishment that was recognized in the second quarter of 2021.
At December 31, 2020, the Company had outstanding unsecured, senior notes in principal amounts of $300 million due in 2022 (the "2022 Notes"), $400 million due in 2026, $300 million due in 2027, and $450 million due in 2028. At June 30, 2021 the 2026, 2027 and 2028 notes were still outstanding in addition to the principal amounts of the 2031 Notes of $300 million.
The carrying value of the Notes, net of unamortized discount and the unamortized balance of capitalized debt issuance costs, was $1,434.2 million and $1,436.9 million at June 30, 2021 and December 31, 2020, respectively.
The Notes are callable at any time at specified prices and are only subject to accelerated payment prior to maturity upon customary events of default, or upon a change in control triggering event as defined in the indenture governing the Notes, as supplemented. The Company was in compliance with all covenants (none of which are financial) as of June 30, 2021.
Short-term Debt
At June 30, 2021 and December 31, 2020 the Company had $137.6 million and $153.1 million, respectively, of short-term debt outstanding composed of:
◦$136.0 million of commercial paper borrowings outstanding at June 30, 2021 and $150.0 million of commercial paper borrowings outstanding at December 31, 2020.
◦$1.6 million at June 30, 2021 and $3.1 million at December 31, 2020, respectively, of borrowings to support our international operations in China.
Net debt, defined as total debt less cash and investments, is a non-GAAP measure that may not be comparable to definitions used by other companies. We consider net debt to be a useful measure of our financial leverage for evaluating the Company’s ability to meet its funding needs.
| (In millions) | June 30, 2021 | December 31, 2020 | ||||||
| Total Debt | $ | 1,571.8 | $ | 1,590.0 | ||||
| Total Hubbell Incorporated Shareholders’ Equity | 2,125.7 | 2,070.0 | ||||||
| TOTAL CAPITAL | $ | 3,697.5 | $ | 3,660.0 | ||||
| Total Debt to Total Capital | 43 | % | 43 | % | ||||
| Cash and Investments | 347.7 | 340.0 | ||||||
| Net Debt | $ | 1,224.1 | $ | 1,250.0 | ||||
| Net Debt to Total Capital | 33 | % | 34 | % | ||||
Liquidity
We measure liquidity on the basis of our ability to meet short-term and long-term operational funding needs, to fund additional investments, including acquisitions, and to make dividend payments to shareholders. Significant factors affecting the management of liquidity are cash flows from operating activities, capital expenditures, cash dividend payments, stock repurchases, access to bank lines of credit and our ability to attract long-term capital with satisfactory terms. In the first six months of 2021, we returned capital to our shareholders by paying $106.5 million of dividends on our common stock and using $11.2 million of cash for share repurchases.
HUBBELL INCORPORATED-Form 10-Q 42
We also require cash outlays to fund our operations, capital expenditures, and working capital requirements to accommodate anticipated levels of business activity, as well as our rate of cash dividends, and potential future acquisitions. We have contractual obligations for long-term debt, operating leases, purchase obligations, and certain other long-term liabilities that are summarized in the table of Contractual Obligations in our Annual Report on Form 10-K for the year ended December 31, 2020. As a result of the Tax Cuts and Jobs Acts of 2017 (the "TCJA"), we also have an obligation to fund, by annual installments through 2025, the Company's liability for the transition tax on the deemed repatriation of foreign earnings.
Our sources of funds and available resources to meet these funding needs are as follows:
◦Cash flows from operating activities and existing cash resources: In addition to cash flows from operating activities, we also had $265.4 million of cash and cash equivalents at June 30, 2021, of which approximately 13% was held inside the United States and the remainder held internationally.
◦Our 2021 Credit Facility provides a $750.0 million committed revolving credit facility and commitments under the 2021 Credit Facility may be increased (subject to certain conditions) to an aggregate amount not to exceed $1.250 billion. Annual commitment fees to support availability under the 2021 Credit Facility are not material. Although not the principal source of liquidity, we believe our 2021 Credit Facility is capable of providing significant financing flexibility at reasonable rates of interest and is an attractive alternative source of funding in the event that commercial paper markets experience disruption. However, an increase in usage of the 2021 Credit Facility related to growth or a significant deterioration in the results of our operations or cash flows could cause our borrowing costs to increase and/or our ability to borrow could be restricted. We have not entered into any guarantees that could give rise to material unexpected cash requirements. The full $750.0 million of borrowing capacity under the 2021 Credit Facility was available to the Company at June 30, 2021.
◦In addition to our commercial paper program and existing revolving credit facility, we also have the ability to obtain additional financing through the issuance of long-term debt. Considering our current credit rating, historical earnings performance, and financial position, we believe that we would be able to obtain additional long-term debt financing on attractive terms.
Critical Accounting Estimates
A summary of our critical accounting estimates is included in Management’s Discussion and Analysis of Financial Condition and Results of Operations contained in our Annual Report on Form 10-K for the year ended December 31, 2020. We are required to make estimates and judgments in the preparation of our financial statements that affect the reported amounts of assets and liabilities, revenues and expenses and related disclosures. We continually review these estimates and their underlying assumptions to ensure they are appropriate for the circumstances. Changes in the estimates and assumptions we use could have a material impact on our financial results. During the six months ended June 30, 2021, there were no material changes in our estimates and critical accounting policies.
HUBBELL INCORPORATED-Form 10-Q 43
Forward-Looking Statements
Some of the information included in this Management’s Discussion and Analysis of Financial Condition and Results of Operations, and elsewhere in this Form 10-Q, contain “forward-looking statements” as defined by the Private Securities Litigation Reform Act of 1995. These include statements about our expectations regarding our financial results, condition and outlook, anticipated end markets, expected capital resources, liquidity, financial performance, pension funding, and results of operations and are based on our reasonable current expectations. In addition, all statements regarding the anticipated effects of the COVID-19 pandemic and the responses thereto, including the pandemic’s impact on general economic and market conditions, as well as on our business, customers, end markets, results of operations and financial condition and anticipated actions to be taken by management in response to the pandemic and related governmental and business actions, as well as other statements that are not strictly historic in nature are forward looking. In addition, all statements regarding anticipated growth, changes in operating results, market conditions and economic conditions, adoption of updated accounting standards and any expected effects of such adoption, restructuring plans and expected associated costs and benefits, intent to repurchase shares of common stock, and changes in operating results, anticipated market conditions and productivity initiatives, including those regarding the adverse impact of the COVID-19 pandemic on the Company's end markets, are forward looking. Forward-looking statements may be identified by the use of words, such as “believe”, “expect”, “anticipate”, “intend”, “depend”, “should”, “plan”, “estimated”, “predict”, “could”, “may”, “subject to”, “continues”, “growing”, “prospective”, “forecast”, “projected”, “purport”, “might”, “if”, “contemplate”, “potential”, “pending,” “target”, “goals”, “scheduled”, “will likely be”, and similar words and phrases. Discussions of strategies, plans or intentions often contain forward-looking statements. Important factors, among others, that could cause our actual results and future actions to differ materially from those described in forward-looking statements include, but are not limited to:
•Availability, costs and quantity of raw materials, purchased components, energy and freight, particularly as global economic activity recovers from the effects of the COVID-19 pandemic.
•The scope, duration, or resurgence of the COVID-19 pandemic and its impact on global economic systems, our employees, sites, operations, customers, and supply chain.
•Changes in demand for our products, market conditions, product quality, or product availability adversely affecting sales levels.
•Ability to effectively develop and introduce new products.
•Changes in markets or competition adversely affecting realization of price increases.
•Failure to achieve projected levels of efficiencies, cost savings and cost reduction measures, including those expected as a result of our lean initiatives and strategic sourcing plans.
•Impacts of trade tariffs, import quotas or other trade restrictions or measures taken by the U.S., U.K. and other countries, including the recent and potential changes in U.S. trade policies.
•Failure to comply with import and export laws.
•Changes relating to impairment of our goodwill and other intangible assets.
•Inability to access capital markets or failure to maintain our credit ratings.
•Changes in expected or future levels of operating cash flow, indebtedness and capital spending.
•General economic and business conditions in particular industries, markets or geographic regions, as well as inflationary trends.
•Regulatory issues, changes in tax laws, including revisions or clarifications of the TCJA, or changes in geographic profit mix affecting tax rates and availability of tax incentives.
•A major disruption in one or more of our manufacturing or distribution facilities or headquarters, including the impact of plant consolidations and relocations.
•Changes in our relationships with, or the financial condition or performance of, key distributors and other customers, agents or business partners which could adversely affect our results of operations.
•Impact of productivity improvements on lead times, quality and delivery of product.
•Anticipated future contributions and assumptions including changes in interest rates and plan assets with respect to pensions and other retirement benefits, as well as pension withdrawal liabilities.
•Adjustments to product warranty accruals in response to claims incurred, historical experiences and known costs.
•Unexpected costs or charges, certain of which might be outside of our control.
•Changes in strategy, economic conditions or other conditions outside of our control affecting anticipated future global product sourcing levels.
•Ability to carry out future acquisitions and strategic investments in our core businesses as well as the acquisition related costs.
•Ability to successfully execute, manage and integrate key acquisitions, mergers, and other transactions, as well as the failure to realize expected synergies and benefits anticipated when we make an acquisition.
•Unanticipated difficulties integrating acquisitions as well as the realization of expected synergies and benefits anticipated when we make an acquisition.
•The ability to effectively implement Enterprise Resource Planning systems without disrupting operational and financial processes.
•The ability of government customers to meet their financial obligations.
•Political unrest in foreign countries.
•The impact of Brexit and other world economic and political issues.
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•The impact of natural disasters or public health emergencies, such as the COVID-19 global pandemic, on our financial condition and results of operations.
•Failure of information technology systems, security breaches, cyber threats, malware, phishing attacks, break-ins and similar events resulting in unauthorized disclosure of confidential information or disruptions or damage to information technology systems that could cause interruptions to our operations or adversely affect our internal control over financial reporting.
•Incurring significant and/or unexpected costs to avoid, manage, defend and litigate intellectual property matters.
•Future repurchases of common stock under our common stock repurchase program.
•Changes in accounting principles, interpretations, or estimates.
•Failure to comply with any laws and regulations, including those related to data privacy and information security, environmental and conflict-free minerals.
•The outcome of environmental, legal and tax contingencies or costs compared to amounts provided for such contingencies, including contingencies or costs with respect to pension withdrawal liabilities.
•Improper conduct by any of our employees, agents or business partners that damage our reputation or subjects us to civil or criminal liability.
•Our ability to hire, retain and develop qualified personnel.
•Adverse changes in foreign currency exchange rates and the potential use of hedging instruments to hedge the exposure to fluctuating rates of foreign currency exchange on inventory purchases.
•Transitioning from LIBOR to a replacement alternative reference rate.
•Other factors described in our Securities and Exchange Commission filings, including the “Business”, “Risk Factors” and “Quantitative and Qualitative Disclosures about Market Risk” sections in the Company’s Annual Report on Form 10-K for the year ended December 31, 2020 and in the Company's Quarterly Reports on Form 10-Q.
Any such forward-looking statements are not guarantees of future performances and actual results, developments and business decisions may differ from those contemplated by such forward-looking statements. The Company disclaims any duty to update any forward-looking statement, all of which are expressly qualified by the foregoing, other than as required by law.
| 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 six months ended June 30, 2021. 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, 2020.
HUBBELL INCORPORATED-Form 10-Q 45
| 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 June 30, 2021, 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 46
| 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, 2020.
HUBBELL INCORPORATED-Form 10-Q 47
| ITEM 2 | Unregistered Sales of Equity Securities and Use of Proceeds | ||||
Issuer Purchases of Equity Securities
On October 23, 2020 the Board of Directors approved a new stock repurchase program that authorized the repurchase of up to $300 million of common stock and expires in October 2023. In the three months ended June 30, 2021, the Company repurchased shares for an aggregate purchase price of $1.2 million. Our remaining share repurchase authorization under the October 2020 program is $288.8 million. 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 June 30, 2021:
| 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 Programs (in millions) | ||||||||
| BALANCE AS OF MARCH 31, 2021 | $ | 290.0 | |||||||||
| April 2021 | — | $ | — | $ | 290.0 | ||||||
| May 2021 | 6 | $ | 194.05 | $ | 288.8 | ||||||
| June 2021 | — | $ | — | $ | 288.8 | ||||||
| TOTAL FOR THE QUARTER ENDED JUNE 30, 2021 | 6 | $ | 194.05 | ||||||||
(a) Purchased under our 2020 share repurchase program authorizing the repurchase of up to $300 million shares of common stock, which was publicly announced in October 2020.
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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 | * | |||||||||||||||||||
| 31.2 | * | |||||||||||||||||||
| 32.1 | ** | |||||||||||||||||||
| 32.2 | ** | |||||||||||||||||||
| 101.INS | Inline XBRL Instance Document - The instance document does not appear in the interactive data file because its XBRL tags are embedded within the inline XBRL document | |||||||||||||||||||
| 101.SCH | Inline XBRL Taxonomy Extension Schema Document | * | ||||||||||||||||||
| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document | * | ||||||||||||||||||
| 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document | * | ||||||||||||||||||
| 101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document | * | ||||||||||||||||||
| 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document | * | ||||||||||||||||||
| 104 | The cover page of this Quarterly Report on Form 10-Q for the quarter ended June 30, 2021, formatted in Inline XBRL (included within the Exhibit 101 attachments) | * | ||||||||||||||||||
| * | Filed herewith | ||||
| ** | Furnished herewith | ||||
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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: July 28, 2021
| 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) | |||||||||||||
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