UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

 

FORM 8-K

 

CURRENT REPORT

 

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

Date of report: November 9, 2006 (Date of earliest event reported:  November 8, 2006)

 

RBC BEARINGS INCORPORATED

 (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

 

Delaware

 

333-124824

 

95-4372080

(State or other jurisdiction

 

(Commission

 

(IRS Employer

of incorporation)

 

File Number)

 

Identification No.)

 

One Tribology Center

Oxford, CT 06478

(Address of Principal Executive Offices, Including Zip Code)

 

(203) 267-7001

(Registrant’s Telephone Number, Including Area Code)

 

N/A

(Former Name or Former Address, if Changed Since Last Report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

o            Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

o            Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

o            Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

o            Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 



 

Item 3.01(d). Transfer of Listing.

 

On November 9, 2006 RBC Bearings Incorporated (the “Company”) issued a press release announcing its inclusion, as of November 8, 2006, in the NASDAQ Global Select Market, a premier listing tier within The NASDAQ Stock Market for companies that satisfy the highest financial and liquidity qualifications. This press release has been furnished as Exhibit 99.1 to this report and is incorporated herein by this reference.

 

Item 8.01. Other Events.

 

On November 8, 2006 Bearings Incorporated (the “Company”) presented at the Baird Industrial Conference in Chicago, Illinois. A copy of the presentation has been furnished as Exhibit 99.2 to this report and is incorporated herein by this reference.

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits

 

Exhibit 99.1

Press Release of RBC Bearings Incorporated dated November 9, 2006.

Exhibit 99.2

Presentation of RBC Bearings Incorporated made November 8, 2006.

 

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SIGNATURES

 

According to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.

 

Date: November 9, 2006

 

 

RBC BEARINGS INCORPORATED

 

 

 

 

By:

/s/ Thomas J. Williams

 

 

Name:  Thomas J. Williams

 

 

Title: Corporate General Counsel & Secretary

 

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Exhibit 99.1

 

Press Release

 

RBC Bearings Announces Inclusion in the NASDAQ Global Select Market

 

Oxford, CT – November 9, 2006 – RBC Bearings Incorporated (Nasdaq: ROLL), a leading international manufacturer of highly-engineered precision plain, roller and ball bearings for the industrial, defense and aerospace industries, today announced its inclusion, as of November 8, 2006, in the NASDAQ Global Select Market, a premier listing tier within The NASDAQ Stock Market for companies that satisfy the highest financial and liquidity qualifications.

 

“We are pleased to be added to the NASDAQ Global Select Market listing,” said Dr. Michael J. Hartnett, Chairman, President and Chief Executive Officer of RBC Bearings. “We believe that our inclusion is a result of our solid track record of performance and our ability to meet stringent financial listing qualifications. This move will increase our market visibility as we continue to execute on our strategic growth plan.”

 

In July, NASDAQ-listed companies were reclassified under three listing tiers — NASDAQ Global Select Market, NASDAQ Global Market and NASDAQ Capital Market. NASDAQ has created two new indexes to track the NASDAQ Global Select Market and NASDAQ Global Market tiers. For more information about the NASDAQ Global Select Market, please visit http://www.nasdaq.com/GlobalSelect.

 

About RBC Bearings

RBC Bearings Incorporated is an international manufacturer and marketer of highly engineered precision bearings and components. Founded in 1919, the Company is primarily focused on producing highly technical or regulated bearing products requiring sophisticated design, testing, and manufacturing capabilities for the diversified industrial, aerospace and defense markets. Headquartered in Oxford, Connecticut, RBC Bearings currently employs approximately 1,800 people and operates 16 manufacturing facilities in three countries.

 

Contacts

RBC Bearings

Daniel A. Bergeron

203-267-5028

dbergeron@rbcbearings.com

 

Ashton Partners

Lauren Murphy

617-275-8745

investors@rbcbearings.com

 


Exhibit 99.2

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Baird Industrial Conference Dr. Michael J. Hartnett, President and CEO November 8, 2006

 


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Safe Harbor Statement This document contains, or may be deemed to contain, “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. All statements other than statements of historical fact are “forward-looking statements” for purposes of federal and state securities laws, including outlooks, projections of earnings, revenue or other financial items relating to the Company, any statement of the plans, strategies and objectives of management for future operations; any statements concerning proposed future growth rates in the markets we serve; any statements of belief; any characterization of and the Company’s ability to control contingent liabilities; anticipated trends in the Company’s businesses; and any statements of assumptions underlying any of the foregoing. Forward-looking statements may include the words “may”, “estimate”, “intend”, “continue”, “believe”, “expect”, “anticipate” and other similar words. Although the Company believes that the expectations reflected in any forward-looking statements are reasonable, actual results could differ materially from those projected or assumed in any of our forward-looking statements. Our future financial condition and results of operations, as well as any forward-looking statements, are subject to change and to inherent risks and uncertainties beyond the control of the Company. These risks and uncertainties include, but are not limited to, risks and uncertainties relating to general economic conditions, geopolitical factors, future levels of general industrial manufacturing activity, future financial performance, market acceptance of new or enhanced versions of the Company’s products, the pricing of raw materials, changes in the competitive environments in which the Company’s businesses operate, the outcome of pending or future litigation and governmental proceedings and approvals, estimated legal costs, increases in interest rates, the Company’s ability to meet its debt obligations, and risks and uncertainties listed or disclosed in the Company’s reports filed with the Securities and Exchange Commission, including, without limitation, the risks identified under the heading “Risk Factors” set forth in the Company’s Annual Report filed on Form 10-K on June 16, 2006. The Company does not intend, and undertakes no obligation, to update or alter any forward-looking statement.

 


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RBC Overview

 


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RBC Overview Leading international manufacturer of highly–engineered, custom, performance–critical bearings IPO in August 2005 Secondary in April 2006 18 facilities worldwide 1,800 employees worldwide 15 acquisitions in 15 years Fiscal 2006: Net Sales up13%, Adjusted Operating Income up 30% Fiscal 2007 YTD (Six Months): Net Sales up 13%, Adjusted Operating Income up 27%

 


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Two-thirds of net sales from products with #1 or #2 market position Significant barriers to entry Stable recurring revenue base Broad diversification across customers and end markets Strong growth drivers for core business Multiple new growth opportunities Track record of successfully integrating new acquisitions Deep and experienced management team Investment Highlights

 


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Business Overview

 


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Precision Industrial Applications

 


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Precision Aircraft Bearings

 


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Significant Barriers to Entry – “The Moat” Specialized products Market requires high service levels, extensive technical support, short lead times and small production runs Highly engineered and proprietary products Approximately 40% of sales from sole–source or proprietary products requiring difficult approval process High customer switching costs Custom designed and certification approval process Stringent certification process Lengthy approval process required for many OEM, FAA and defense market products

 


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Stable Recurring Revenue Base – “The Franchise” Extensive installed base of proprietary products Require frequent replacement Strong, long–term customer relationships Focus on customer service and aftermarket support Long–term contracts and sole–source agreements Aftermarket sales represent approximately 56% of revenues by design High sales visibility

 


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Strong Customer Base Aerospace Defense Industrial Aftermarket Serve a broad range of end markets and many blue chip customers, adding value through specialty precision bearing applications

 


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Demonstrated Acquisition Model Acquisition Track Record: 15 successful acquisitions in 15 years Average purchase multiple of 6.0x at acquisition and 2.1x pro forma Acquisition Criteria: Small, undervalued Complementary products / channels Significant margin potential Cash flow enhancing Post Acquisition Strategy: Adjust pricing to reflect value delivered – “80/20” Redesign manufacturing to achieve cost savings – “financial architecture” Achieve purchasing economies, increasing reach to broad national and international markets

 


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Growth Strategy

 


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Strong Outlook for RBC’s Core Business Poor Good Excellent P G E ______________ Note: Shading indicates RBC revenue driver. Market SegmentFY'07CycleDirectionIndustrial OEMMachine Tool and Specific EquipmentG+MidSteady++Constructionand MiningEMidSteady +Pumps and HydraulicsESemiconductor EquipmentG+EarlyVolume BuildingMaterial HandlingGOil and Natural ResourcesEMidSteadyAgricultureGHeavy TruckP/GLateDecliningAftermarketAerospaceEMidVolume BuildingIndustrialGMidSteadyAerospace OEMAirframe OEMEMidVolume BuildingAero Engine (Europe and US)ESpaceP+DefenseEMidVolume Building

 


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Multiple New Growth Opportunities Large pipeline of important new platforms New products for existing platforms Increasing aftermarket penetration Boeing 787 Airbus A380 Airbus A400 Air Cargo GE90 SNECMA GE90 Black Hawk Apache Harrier Aircraft J Star JSF PWA F100 McMaster Carr Applied Materials

 


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Selected Growth Opportunities Airbus Boeing Commercial Airplanes Primary supplier of wing bearings Sole US provider of airframe bearing products A400, A380 program under development 456 planes to be delivered in CY'06 (+21% yoy) Primary supplier of wing bearings Major supplier of airframe bearings for subcomponents 787 applications under development 395 planes to be delivered in CY’06 (+36% yoy), and 443 in CY’07 (+12% yoy) RBC’s Position $1.9 trillion of jet aircraft demand over the next 20 years Firm orders increased 70% to 1,791 at end of 2005, with $124bn of contractual backlog Record backlog of 2,177 aircraft valued at $220bn at end of 2005 ______________ Source: Boeing public filings and management guidance issued on Feb. 1, 2006. Airbus “Annual Review 2005” from its website. Airbus expects to reach a monthly production rate of eight A330s/A340s and 30 A320 family aircraft in 2006.

 


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Selected Growth Opportunities Strategically manage inventory to better respond to, and capitalize on, distributor demand (“one-stop supplier”) Expand our base of independent distributors through RBC e-Shop™ Geographically expand our sales force Increase use of Internet-based sales RBC’s Position 35% growth rate demonstrated year-over-year

 


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Financial Overview

 


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A Track Record of Growth 10-Year Net Sales CAGR = 13% ($mm) Global Recession Net Sales Fiscal Year Ended March __________________ ( $82.2$93.4$136.0$147.9$177.1$176.4$168.3$172.9$187.3$243.0$274.5$0.0$50.0$100.0$150.0$200.0$250.0$300.019961997199819992000200120022003200420052006

 


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Strong Current Momentum Revenue ($mm) 13% Adjusted Operating Income (1) Adjusted Net Income (2) __________________ See reconciliation of Reported Operating Income to Adjusted Operating Income – slide 23 See reconciliation of Reported Net Income to Adjusted Net Income – slide 23 44% 30% ($mm) ($mm) $243.0$274.5$0$50$100$150$200$250$30020052006$35.0$45.4$0$10$20$30$40$50$6020052006$13.5$19.3$0$5$10$15$20$25$3020052006

 


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Strong Current Momentum Revenue ($mm) 13% Adjusted Operating Income (1) Adjusted Net Income (2) 102% 27% ($mm) ($mm) __________________ See reconciliation of Reported Operating Income to Adjusted Operating Income – slide 24 See reconciliation of Reported Net Income to Adjusted Net Income – slide 24 $131.4$148.5$0$20$40$60$80$100$120$140$1601H'061H'07$21.0$26.8$0$5$10$15$20$25$30$351H'061H'07$7.5$15.2$0$2$4$6$8$10$12$14$16$18$201H'061H'07

 


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Appendix

 


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Non-GAAP Financial Measures In addition to disclosing results of operations that are determined in accordance with generally accepted accounting principles (“GAAP”), this document also discloses non-GAAP results of operations that exclude certain charges. These non-GAAP measures adjust for charges that Management believes are unusual. Management believes that the presentation of these non-GAAP measures provides useful information to investors regarding the Company’s results of operations, as these non-GAAP measures allow investors to better evaluate ongoing business performance. Investors should consider non-GAAP measures in addition to, not as a substitute for, financial measures prepared in accordance with GAAP. Reconciliations of the non-GAAP measures disclosed in this document with the most comparable GAAP measures are included in the Appendix to this document.

 


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Reconciliation of Non-GAAP Financial MeasuresApril 1,April 2,Reconciliation of Reported Operating20062005Income to Adjusted Operating Income:Reported operating income38,579$ 32,139$ Stock options compensation expense365420Non-recurring compensation expense5,200-Management service fees173474Disposal of fixed assets241,989Plant consolidation costs1,024-Adjusted operating income45,365$ 35,022$ Reconciliation of Reported Net Income toAdjusted Net Income:Reported net income12,439$ 7,260$ Stock options compensation expense (1)238265Non-recurring compensation expense (1)3,390-Management service fees (1)113299Disposal of fixed assets (1)161,253Loss on early extinguishment of debt (1)2,4594,379Plant consolidation costs (1)668-Adjusted net income19,322$ 13,455$ (1) Item was tax effected at the effective tax rate.Fiscal Year Ended

 


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Reconciliation of Non-GAAP Financial MeasuresSeptember 30,October 1,Reconciliation of Reported Operating Income to20062005Adjusted Operating Income:Reported operating income26,108$ 15,491$ Stock options compensation expense252142Non-recurring compensation expense-5,200Management service fees-173Nice facility consolidation expense315-Disposal of fixed assets11630Adjusted operating income26,791 $ 21,036$ Reconciliation of Reported Net Income andNet Income Per Common Share to Adjusted NetSeptember 30,October 1,Income and Adjusted Net Income Per Common Share:20062005Reported net income (loss)12,402$ 1,385$ Stock options compensation expense (1)16393Non-recurring compensation expense (1)-3,406Management service fees (1)-113Nice facility consolidation expense204-Disposal of fixed assets (1)7520Loss on early extinguishment of debt (1)2,3152,470Adjusted net income15,159$ 7,487$ (1) Item was tax effected at the effective tax rate.Six Months EndedSix Months Ended