UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of
1934
Date
of
report:
August 7, 2008 (Date
of
earliest event reported:
August 7, 2008)
RBC
BEARINGS INCORPORATED
(Exact
name of registrant as specified in its charter)
|
Delaware
|
333-124824
|
95-4372080
|
|
(State
or other jurisdiction
of
incorporation)
|
(Commission
File
Number)
|
(IRS
Employer
Identification
No.)
|
One
Tribology Center
Oxford,
CT 06478
(Address
of principal executive offices) (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))
|
Page
1
Section
2 - Financial Information
Item
2.02. Results of Operations and Financial Condition.
On
August
7, 2008 RBC Bearings Incorporated (the “Company”) issued a press release
announcing its financial results for the quarter ended June
28,
2008 and
certain other information. This press release has been furnished as Exhibit 99.1 to this report and is incorporated
herein by this reference.
The
information in this report, including the exhibit hereto, is furnished pursuant
to Item 2.02 of Form 8-K, and is not deemed to be “filed” for purposes of
Section 18 of the Securities Exchange Act of 1934 or otherwise subject to
the liabilities of that section. The information contained herein and in the
accompanying exhibit is not incorporated by reference in any filing of the
Company under the Securities Act of 1933 or the Securities Exchange Act of
1934,
whether made before or after the date hereof and irrespective of any general
incorporation language in any filings.
Item 9.01
Financial Statements and Exhibits.
| (d) |
Exhibits
|
| Exhibit 99.1 |
Press
Release of RBC Bearings Incorporated dated August 7,
2008.
|
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:
August 7, 2008
|
|
RBC
BEARINGS INCORPORATED
|
|
|
|
|
|
|
By:
|
/s/
Thomas J. Williams
|
|
|
|
|
Name:
Thomas J. Williams
|
|
|
|
Title:
Corporate General Counsel & Secretary
|
Page
2
EXHIBIT
99.1
PRESS
RELEASE
RBC
Bearings Incorporated Announces Fiscal 2009 First Quarter
Results
Oxford,
CT - August 7, 2008 - 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 reported
results for the first quarter of fiscal year 2009.
First
Quarter Highlights
|
Q1
Fiscal 2009
|
Q1
Fiscal 2008
|
Change
|
|||||||||||||||||
|
($
in millions)
|
GAAP
|
Adjusted
(1)
|
GAAP
|
Adjusted
(1)
|
GAAP
|
Adjusted
(1)
|
|||||||||||||
|
Net
sales
|
$
|
92.4
|
$
|
79.8
|
15.7
|
%
|
|||||||||||||
|
Gross
margin
|
$
|
30.6
|
$
|
27.4
|
11.3
|
%
|
|||||||||||||
|
Gross
margin %
|
33.1
|
%
|
34.4
|
%
|
|||||||||||||||
|
Operating
income
|
$
|
17.0
|
$
|
17.6
|
$
|
15.8
|
$
|
15.8
|
8.0
|
%
|
11.3
|
%
|
|||||||
|
Net
income
|
$
|
10.7
|
$
|
11.2
|
$
|
9.8
|
$
|
9.8
|
8.7
|
%
|
14.4
|
%
|
|||||||
|
Diluted
EPS
|
$
|
0.49
|
$
|
0.52
|
$
|
0.45
|
$
|
0.45
|
8.9
|
%
|
15.6
|
%
|
|||||||
| (1) |
Results
exclude items listed in reconciliation
below.
|
“RBC
Bearings delivered strong performance in its first fiscal quarter of 2009,
highlighted by sales growth of 15.7% and adjusted net income growth of 14.4%
on
a year-over-year basis. We are pleased with the results of our first quarter
and
feel we are on track to deliver record performance this year,” said Dr. Michael
J. Hartnett, Chairman and Chief Executive Officer.
First
Quarter Results
Net
sales
for the first quarter of fiscal 2009 were $92.4 million, an increase of 15.7%
from $79.8 million in the first quarter of fiscal 2008. Gross margin for the
first quarter rose 11.3% to $30.6 million compared to $27.4 million for the
same
period last year. Gross margin as a percentage of net sales was 33.1% in the
first quarter of fiscal 2009 compared to 34.4% for the same period last year.
The decline in gross margin percentage was mainly driven by start-up costs
associated with the Company’s expansion into large bearings and the inclusion of
five recent acquisitions which are currently operating at lower gross margin
levels.
Operating
income for the first quarter of fiscal 2009 was $17.0 million, an increase
of
8.0% compared to operating income of $15.8 million for the same period last
year. As a percentage of net sales, operating income was 18.5% compared to
19.8%
for the same period last year. Operating income, excluding start-up costs
associated with the expansion into large bearings, facility moving costs, and
disposal of fixed assets, was $17.6 million, an increase of
11.3%
compared
to the same period last year. As a percentage of sales, operating income,
excluding these charges, was 19.0% compared to 19.8% for the same period last
year.
Interest
expense, net for the first quarter of fiscal 2009 was $0.7 million, a decrease
of $0.3 million, from $1.0 million for the same period last year.
In
the
first quarter of fiscal 2009, the Company redeemed $15.5 million of industrial
revenue bonds and recorded a loss of $0.3 million on early extinguishment of
debt.
Net
income increased 8.7% to $10.7 million compared to $9.8 million for the same
period last year. Excluding the after-tax start-up costs associated with the
expansion into large bearings, moving costs and disposal of fixed assets, and
the loss on early extinguishment of debt, net income increased 14.4% to $11.2
million compared to $9.8 million for the same period last year.
Acquisition
of Precision Industrial Components
On
June
6, 2008, the Company acquired the assets of Precision Industrial Components
(“PIC Design”) for approximately $6.6 million in cash and the assumption of
certain liabilities. PIC Design, located in Middlebury, Connecticut is a
manufacturer and supplier of tight-tolerance, precision mechanical components
for use in the motion control industry. PIC Design generated revenues of
approximately $10.0 million in its most recent calendar year. The financial
results of PIC Design will be reported as part of the Company’s Other
segment.
Plant
Move and Consolidation
In
the
first quarter of fiscal 2009 the Company moved one of its small aerospace
manufacturing facilities on the West Coast to a new leased space. This move
resulted in a one time charge of approximately $0.2 million of which $0.1
million was recorded in the first quarter. The remaining $0.1 million will
be
recorded in the second quarter. The Company is working to consolidate a second
facility during the second and third quarters of this fiscal year which may
result in a charge of $1.0 - $2.0 million, most of which would be non-cash
items.
Outlook
“We
remain optimistic about the strength of demand from our core markets and our
business plan for fiscal 2009. Today, we are very well positioned in terms
of
product offering, new product introductions, and key customer relationships.
Consequently, I am confident that we can meet our long-term objectives and
continue to build on our strong track record of delivering customer service
and
increasing value for our shareholders,” concluded Dr. Hartnett.
Based
on
current market conditions, the Company expects financial performance in its
second quarter of fiscal 2009 to be as follows:
|
§
|
Net
sales in the range of $95.0 - $97.0
million
|
|
§
|
Operating
income in the range of $16.5 - $17.5 million
|
Live
Webcast
RBC
Bearings Incorporated will host a webcast at 10:00 a.m. ET today to discuss
the
quarterly results. To access the webcast, go to the investor relations portion
of the Company’s website, www.rbcbearings.com, and click on the webcast icon. If
you do not have access to the Internet and wish to listen to the call, dial
877-545-1403 (international callers dial 719-325-4913). An audio replay of
the
call will be available from 1:00 p.m. ET on Thursday, August 7th, until 11:59
p.m. ET on Thursday, August 21st. The replay can be accessed by dialing
888-203-1112 (international callers dial 719-457-0820) and entering conference
call ID # 2974123.
Non-GAAP
Financial Measures
In
addition to disclosing results of operations that are determined in accordance
with generally accepted accounting principles (“GAAP”), this press release 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. A
reconciliation of the non-GAAP measures disclosed in the press release with
the
most comparable GAAP measures are included in the financial table attached
to
this press release.
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 2,257 people and
operates 23 manufacturing facilities in four countries.
Safe
Harbor for Forward Looking Statements
Certain
statements in this press release contain “forward-looking statements.” All
statements other than statements of historical fact are “forward-looking
statements” for purposes of federal and state securities laws, including the
section of this press release entitled “Outlook”; any 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. The Company does not intend, and undertakes
no
obligation, to update or alter any forward-looking statements.
Contacts
RBC
Bearings
Daniel
A.
Bergeron
203-267-5028
dbergeron@rbcbearings.com
FD
Ashton
Partners
Michael
Cummings
800-281-1163
investors@rbcbearings.com
|
RBC
Bearings Incorporated
|
|
Consolidated
Statements of Operations
|
|
(dollars
in thousands, except share and per share data)
|
|
(Unaudited)
|
|
Three
Months Ended
|
|||||||
|
June
28,
|
June
30,
|
||||||
|
2008
|
2007
|
||||||
|
Net
sales
|
$
|
92,380
|
$
|
79,823
|
|||
|
Cost
of sales
|
61,825
|
52,378
|
|||||
|
Gross
margin
|
30,555
|
27,445
|
|||||
|
Operating
expenses:
|
|||||||
|
Selling,
general and administrative
|
13,127
|
11,302
|
|||||
|
Other,
net
|
382
|
362
|
|||||
|
Total
operating expenses
|
13,509
|
11,664
|
|||||
|
Operating
income
|
17,046
|
15,781
|
|||||
|
Interest
expense, net
|
681
|
980
|
|||||
|
Loss
on early extinguishment of debt
|
319
|
-
|
|||||
|
Other
non-operating income
|
(83
|
)
|
(114
|
)
|
|||
|
Income
before income taxes
|
16,129
|
14,915
|
|||||
|
Provision
for income taxes
|
5,446
|
5,090
|
|||||
|
Net
income
|
$
|
10,683
|
$
|
9,825
|
|||
|
Net
income per common share:
|
|||||||
|
Basic
|
$
|
0.50
|
$
|
0.46
|
|||
|
Diluted
|
$
|
0.49
|
$
|
0.45
|
|||
|
Weighted
average common shares:
|
|||||||
|
Basic
|
21,561,375
|
21,377,482
|
|||||
|
Diluted
|
21,782,020
|
21,882,470
|
|||||
|
RBC
Bearings Incorporated
|
|
Consolidated
Statements of Operations
|
|
(dollars
in thousands, except share and per share data)
|
|
(Unaudited)
|
|
Three
Months Ended
|
|||||||
|
June
28,
|
June
30,
|
||||||
|
Reconciliation
of Reported Operating Income to
|
2008
|
2007
|
|||||
|
Adjusted
Operating Income:
|
|||||||
|
Reported
operating income
|
$
|
17,046
|
$
|
15,781
|
|||
|
Large
bearing start-up costs
|
398
|
-
|
|||||
|
Facility
moving costs
|
98
|
-
|
|||||
|
Disposal
of fixed assets
|
30
|
-
|
|||||
|
Adjusted
operating income
|
$
|
17,572
|
$
|
15,781
|
|||
|
Reconciliation
of Reported Net Income and
|
Three
Months Ended
|
||||||
|
Net
Income Per Common Share to Adjusted Net
|
June
28,
|
June
30,
|
|||||
|
Income
and Adjusted Net Income Per Common Share:
|
2008
|
2007
|
|||||
|
Reported
net income
|
$
|
10,683
|
$
|
9,825
|
|||
|
Large
bearing start-up costs (1)
|
264
|
-
|
|||||
|
Facility
moving costs (1)
|
65
|
-
|
|||||
|
Disposal
of fixed assets (1)
|
20
|
-
|
|||||
|
Loss
on early extinguishment of debt (1)
|
211
|
-
|
|||||
|
Adjusted
net income
|
$
|
11,243
|
$
|
9,825
|
|||
|
(1)
Item was tax effected at the effective tax rate.
|
|||||||
|
Adjusted
net income per common share:
|
|||||||
|
Basic
|
$
|
0.52
|
$
|
0.46
|
|||
|
Diluted
|
$
|
0.52
|
$
|
0.45
|
|||
|
Adjusted
weighted average common shares:
|
|||||||
|
Basic
|
21,561,375
|
21,377,482
|
|||||
|
Diluted
|
21,782,020
|
21,882,470
|
|||||
|
RBC
Bearings Incorporated
|
|
Consolidated
Statements of Operations
|
|
(dollars
in thousands, except share and per share data)
|
|
(Unaudited)
|
|
Three
Months Ended
|
|||||||
|
June
28,
|
June
30,
|
||||||
|
Segment
Data, Net External Sales:
|
2008
|
2007
|
|||||
|
Roller
bearings segment
|
$
|
24,957
|
$
|
23,643
|
|||
|
Plain
bearings segment
|
43,715
|
37,720
|
|||||
|
Ball
bearings segment
|
15,046
|
13,421
|
|||||
|
Other
segment
|
8,662
|
5,039
|
|||||
|
$
|
92,380
|
$
|
79,823
|
||||
|
Three
Months Ended
|
|||||||
|
June
28,
|
June
30,
|
||||||
|
Selected
Financial Data:
|
2008
|
2007
|
|||||
|
Depreciation
and amortization
|
$
|
3,166
|
$
|
2,413
|
|||
|
Cash
provided by operating activities
|
$
|
21,713
|
$
|
13,430
|
|||
|
Capital
expenditures
|
$
|
4,569
|
$
|
6,623
|
|||
|
Total
debt
|
$
|
51,250
|
$
|
55,405
|
|||
|
Cash
on hand
|
$
|
13,397
|
$
|
4,615
|
|||
|
Total
debt minus cash on hand
|
$
|
37,853
|
$
|
50,790
|
|||
|
Backlog
|
$
|
239,892
|
$
|
185,034
|
|||