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: May 27, 2009
(Date of earliest event reported: May 27,
2009)
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):
¨
Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
¨
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
¨
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
(17 CFR 240.14d-2(b))
¨
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act
(17 CFR 240.13e-4(c))
Item
2.02. Results of Operations and Financial Condition.
On May
27, 2009, RBC Bearings
Incorporated (the “Company”) issued a press release announcing its financial
results for the quarter and fiscal year ended March 28, 2009 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 May 27,
2009.
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: May
27, 2009
|
RBC
BEARINGS INCORPORATED
|
||
|
By:
|
/s/
Thomas J. Williams
|
|
|
Name:
Thomas J. Williams
|
||
|
Title:
Corporate General Counsel &
Secretary
|
||
Page
2
Press
release
RBC
Bearings Incorporated Announces Fiscal 2009 Fourth Quarter Results
Oxford,
CT – May 27, 2009 – 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 fourth quarter ended March 28, 2009.
Fourth Quarter
Highlights
|
Q4
Fiscal 2009
|
Q4
Fiscal 2008
|
Change
|
||||||||||||||||||||||
|
($
in millions)
|
GAAP
|
Adjusted
(1)
|
GAAP
|
Adjusted
(1)
|
GAAP
|
Adjusted
(1)
|
||||||||||||||||||
|
Net
sales
|
$ | 83.8 | $ | 92.1 | -9.0 | % | ||||||||||||||||||
|
Gross
margin
|
$ | 28.9 | $ | 29.4 | $ | 32.3 | $ | 32.3 | -10.5 | % | -9.2 | % | ||||||||||||
|
Gross
margin %
|
34.5 | % | 35.0 | % | 35.1 | % | 35.1 | % | ||||||||||||||||
|
Operating
income
|
$ | 10.0 | $ | 14.3 | $ | 18.0 | $ | 18.4 | -44.5 | % | -22.1 | % | ||||||||||||
|
Net
income
|
$ | 6.5 | $ | 9.6 | $ | 12.0 | $ | 12.3 | -46.2 | % | -21.8 | % | ||||||||||||
|
Diluted
EPS
|
$ | 0.30 | $ | 0.44 | $ | 0.55 | $ | 0.57 | -45.5 | % | -22.8 | % | ||||||||||||
(1) Results
exclude items in reconciliation below.
Twelve Month
Highlights
|
Fiscal
Year 2009
|
Fiscal
Year 2008
|
Change
|
||||||||||||||||||||||
|
($
in millions)
|
GAAP
|
Adjusted
(1)
|
GAAP
|
Adjusted
(1)
|
GAAP
|
Adjusted
(1)
|
||||||||||||||||||
|
Net
sales
|
$ | 355.8 | $ | 330.6 | 7.6 | % | ||||||||||||||||||
|
Gross
margin
|
$ | 118.2 | $ | 120.5 | $ | 113.6 | $ | 113.6 | 4.1 | % | 6.1 | % | ||||||||||||
|
Gross
margin %
|
33.2 | % | 33.9 | % | 34.4 | % | 34.4 | % | ||||||||||||||||
|
Operating
income
|
$ | 55.0 | $ | 62.9 | $ | 62.9 | $ | 64.0 | -12.5 | % | -1.6 | % | ||||||||||||
|
Net
income
|
$ | 34.5 | $ | 40.4 | $ | 40.2 | $ | 40.8 | -14.3 | % | -0.8 | % | ||||||||||||
|
Diluted
EPS
|
$ | 1.58 | $ | 1.86 | $ | 1.84 | $ | 1.87 | -14.1 | % | -0.5 | % | ||||||||||||
(1) Results
exclude items in reconciliation below.
“I am
pleased with the progress and results of our business in light of the economic
downturn that evolved throughout the year,” said Dr. Michael J. Hartnett,
Chairman and Chief Executive Officer. “Our sales for the fiscal year grew
modestly while we took strategic actions to expand our offering both organically
and through the integration of recent acquisitions. We are committed
to sustaining the profitability of our broad portfolio of products and our team
did an exceptional job preparing and responding to the challenges that arose in
late fiscal 2009.”
Fourth Quarter
Results
Net sales
for the fourth quarter of fiscal 2009 were $83.8 million, a decrease of 9.0%
from $92.1 million in the fourth quarter of fiscal 2008. The decrease of 9.0%
was driven by a decrease of 28.1% in our industrial business offset by a 6.6%
increase in net sales in our aerospace and defense business. Gross
margin for the fourth quarter was $28.9 million compared to $32.3 million for
the same period last year. Gross margin as a percentage of net sales was 34.5%
in the fourth quarter of fiscal 2009 compared to 35.1% 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 new bearing products and the
inclusion of recent acquisitions which are currently operating at lower gross
margin levels. Gross margin as a percentage of sales, excluding $0.4
million of start-up costs, was 35.0% compared to 35.1% for the same period last
year.
Operating
income decreased 44.5% to $10.0 million for the fourth quarter of fiscal 2009
compared to $18.0 million for the same period last year. As a percentage of net
sales, operating income was 11.9% compared to 19.5% for the same period last
year. Operating income excluding start-up costs associated with the expansion
into new bearing products, facility moving and consolidation expenses and a
non-cash fixed asset impairment charge was $14.3 million, a decrease of 22.1%
compared to adjusted operating income for the same period last
year. As a percentage of net sales, operating income, excluding these
charges, was 17.1% compared to 19.9% for the same adjusted period last
year.
Interest
expense, net for the fourth quarter of fiscal 2009 was $0.5 million, compared to
$0.7 million for the same period last year.
Other
non-operating expense was $0.2 million for the fourth quarter of fiscal
2009. This was mainly comprised of $0.2 million of foreign exchange
losses on British Pound Sterling inter-company loans to our Phoenix division in
the United Kingdom. Since these loans are not considered long-term in
nature, the resulting translation losses are included in net
income.
For the
fourth quarter of fiscal 2009, the Company reported net income of $6.5 million
compared to net income of $12.0 million in the same period last
year. Excluding the after-tax start-up costs associated with the
expansion into new bearing products, facility moving and consolidation expenses,
fixed asset impairment charge, and the foreign exchange loss, net income
decreased 21.8% to $9.6 million compared to $12.3 million for the same adjusted
period last year.
Twelve Month
Results
Net sales
for the twelve month period ended March 28, 2009 were $355.8 million, an
increase of 7.6% from $330.6 million for the twelve month period ended March 29,
2008. Gross margin for the twelve month period ended March 28, 2009 rose 4.1% to
$118.2 million compared to $113.6 million for the same period last year. Gross
margin as a percentage of net sales was 33.2% for the twelve month period 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 new bearing products and the inclusion of recent
acquisitions which are currently operating at lower gross margin
levels. Gross margin as a percentage of sales, excluding $2.3 million
of start-up costs, was 33.9% compared to 34.4% for the same period last
year.
For the
twelve month period ended March 28, 2009, the Company reported operating income
of $55.0 million compared to $62.9 million for the same period last
year. Operating income excluding start-up costs associated with the
expansion into new bearing products, facility moving and consolidation expenses
and disposal and impairment of fixed assets was $62.9 million for the twelve
month period ended March 28, 2009 compared to $64.0 million for the same
adjusted period last year. Operating income as a percentage of sales
excluding these charges was 17.7% for the twelve month period ended March 28,
2009 compared to 19.3% for the same adjusted period last year.
Interest
expense, net for the twelve month period ended March 28, 2009 was $2.6 million,
a decrease of $0.8 million, from $3.4 million for the same period last
year.
Other
non-operating expense was $0.6 million for the twelve month period ended March
28, 2009. This was mainly comprised of $0.4 million of income from
the CDSOA payment offset by $1.0 million of foreign exchange losses on British
Pound Sterling inter-company loans to our Phoenix division in the United
Kingdom. Since these loans are not considered long-term in nature,
the resulting translation losses are included in net income.
Net
income for the twelve month period ended March 28, 2009 was $34.5 million
compared to net income of $40.2 million for the same period last
year. Excluding the after-tax start-up costs associated with the
expansion into new bearing products, facility moving and consolidation expenses,
disposal and impairment of fixed assets, the loss on early extinguishment of
debt, exclusion of the CDSOA payment and the foreign exchange loss, net income
was $40.4 million compared to $40.8 million for the same adjusted period last
year.
Fixed Asset Impairment
Charge
The
Company had a non-cash fixed asset impairment charge of $3.8 million in the
fourth quarter of fiscal 2009. This charge was associated with a
change in production capacity for the Class 8 Truck market.
CDSOA
Payment
In
December 2008, the Company received approximately $0.4 million in payments under
the U.S. Continued Dumping and Subsidy Offset Act “CDSOA” compared to $0.3
million received in December 2007. The CDSOA distributes antidumping
duties paid by overseas companies to qualified domestic firms hurt by unfair
trade. This payment has been classified below Operating income in
“Other non-operating expense (income)” on the Consolidated Statements of
Operations.
Outlook
“Looking
ahead, we anticipate continued challenges in fiscal 2010. The
industrial sector is expected to remain soft for us, but we believe our solid
position in the aerospace and defense markets will certainly offset some of this
decline. I am confident that we can sustain our operating margins at or near
recent historic levels throughout the year. Our strong balance sheet
has put us in a unique position to evaluate new growth opportunities and we feel
we are in a very good position to capitalize on an improving economy in all of
the sectors we serve,” concluded Dr. Hartnett.
Live
Webcast
RBC
Bearings Incorporated will host a webcast at 11:00 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 877-879-6203 (international
callers dial 719-325-4803). An audio replay of the call will be
available from 2:00 p.m. ET on Wednesday, May 27th until 11:59 p.m. ET on
Wednesday, June 10th. The replay can be accessed by dialing 888-203-1112
(international callers dial 719-457-0820) and entering conference call ID #
3477425. Investors are advised to dial into the call at least ten
minutes prior to the call to register.
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 2,018 people and operates 22 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 statement.
Contacts
RBC
Bearings
Daniel A.
Bergeron
203-267-5028
dbergeron@rbcbearings.com
FD
Michael
Cummings
617-747-1796
investors@rbcbearings.com
RBC
Bearings Incorporated
Consolidated
Statements of Operations
(dollars
in thousands, except share and per share data)
(Unaudited)
|
Three Months Ended
|
Twelve Months Ended
|
|||||||||||||||
|
March
28,
|
March
29,
|
March
28,
|
March
29,
|
|||||||||||||
|
2009
|
2008
|
2009
|
2008
|
|||||||||||||
|
Net
sales
|
$ | 83,841 | $ | 92,138 | $ | 355,796 | $ | 330,600 | ||||||||
|
Cost
of sales
|
54,895 | 59,796 | 237,576 | 217,022 | ||||||||||||
|
Gross
margin
|
28,946 | 32,342 | 118,220 | 113,578 | ||||||||||||
|
Operating
expenses:
|
||||||||||||||||
|
Selling,
general and administrative
|
14,297 | 13,672 | 55,779 | 48,904 | ||||||||||||
|
Other,
net
|
4,688 | 707 | 7,471 | 1,824 | ||||||||||||
|
Total
operating expenses
|
18,985 | 14,379 | 63,250 | 50,728 | ||||||||||||
|
Operating
income
|
9,961 | 17,963 | 54,970 | 62,850 | ||||||||||||
|
Interest
expense, net
|
525 | 659 | 2,605 | 3,407 | ||||||||||||
|
Loss
on early extinguishment of debt
|
- | - | 319 | 27 | ||||||||||||
|
Other
non-operating expense (income)
|
154 | 249 | 645 | (463 | ) | |||||||||||
|
Income
before income taxes
|
9,282 | 17,055 | 51,401 | 59,879 | ||||||||||||
|
Provision
for income taxes
|
2,799 | 5,016 | 16,947 | 19,685 | ||||||||||||
|
Net
income
|
$ | 6,483 | $ | 12,039 | $ | 34,454 | $ | 40,194 | ||||||||
|
Net
income per common share:
|
||||||||||||||||
|
Basic
|
$ | 0.30 | $ | 0.56 | $ | 1.60 | $ | 1.87 | ||||||||
|
Diluted
|
$ | 0.30 | $ | 0.55 | $ | 1.58 | $ | 1.84 | ||||||||
|
Weighted
average common shares:
|
||||||||||||||||
|
Basic
|
21,579,235 | 21,563,478 | 21,570,979 | 21,457,846 | ||||||||||||
|
Diluted
|
21,665,935 | 21,774,818 | 21,738,812 | 21,802,711 | ||||||||||||
RBC
Bearings Incorporated
Consolidated
Statements of Operations
(dollars
in thousands, except share and per share data)
(Unaudited)
|
Three Months Ended
|
Twelve Months Ended
|
|||||||||||||||
|
March
28,
|
March
29,
|
March
28,
|
March
29,
|
|||||||||||||
|
2009
|
2008
|
2009
|
2008
|
|||||||||||||
|
Reconciliation
of Reported Operating Income to Adjusted Operating Income:
|
||||||||||||||||
|
Reported
operating income
|
$ | 9,961 | $ | 17,963 | $ | 54,970 | $ | 62,850 | ||||||||
|
Large
bearing start-up costs
|
425 | - | 2,300 | - | ||||||||||||
|
Facility
moving and consolidation expenses
|
163 | 145 | 1,231 | 734 | ||||||||||||
|
Disposal
of fixed assets
|
3,769 | 261 | 4,445 | 366 | ||||||||||||
|
Adjusted
operating income
|
$ | 14,318 | $ | 18,369 | $ | 62,946 | $ | 63,950 | ||||||||
|
Three Months Ended
|
Twelve Months Ended
|
|||||||||||||||
|
March
28,
|
March
29,
|
March
28,
|
March
29,
|
|||||||||||||
|
2009
|
2008
|
2009
|
2008
|
|||||||||||||
|
Reconciliation
of Reported Net Income and Net Income Per Common Share to Adjusted Net
Income and Adjusted Net Income Per Common Share:
|
||||||||||||||||
|
Reported
net income
|
$ | 6,483 | $ | 12,039 | $ | 34,454 | $ | 40,194 | ||||||||
|
Large
bearing start-up costs (1)
|
297 | - | 1,542 | - | ||||||||||||
|
Facility
moving and consolidation expenses (1)
|
114 | 102 | 825 | 493 | ||||||||||||
|
Disposal
of fixed assets (1)
|
2,632 | 184 | 2,979 | 246 | ||||||||||||
|
Loss
on early extinguishment of debt (1)
|
- | - | 214 | 18 | ||||||||||||
|
CDSOA
payment (1)
|
- | - | (253 | ) | (171 | ) | ||||||||||
|
Foreign
exchange loss on inter-company loans (1)
|
108 | - | 685 | - | ||||||||||||
|
Adjusted
net income
|
$ | 9,634 | $ | 12,325 | $ | 40,446 | $ | 40,780 | ||||||||
|
(1)
Item was tax effected at the effective tax rate.
|
||||||||||||||||
|
Adjusted
net income per common share:
|
||||||||||||||||
|
Basic
|
$ | 0.45 | $ | 0.57 | $ | 1.88 | $ | 1.90 | ||||||||
|
Diluted
|
$ | 0.44 | $ | 0.57 | $ | 1.86 | $ | 1.87 | ||||||||
|
Adjusted
weighted average common shares:
|
||||||||||||||||
|
Basic
|
21,579,235 | 21,563,478 | 21,570,979 | 21,457,846 | ||||||||||||
|
Diluted
|
21,665,935 | 21,774,818 | 21,738,812 | 21,802,711 | ||||||||||||
RBC
Bearings Incorporated
Consolidated
Statements of Operations
(dollars
in thousands, except share and per share data)
(Unaudited)
|
Three Months Ended
|
Twelve Months Ended
|
|||||||||||||||
|
March
28,
|
March
29,
|
March
28,
|
March
29,
|
|||||||||||||
|
2009
|
2008
|
2009
|
2008
|
|||||||||||||
|
Segment
Data, Net External Sales:
|
||||||||||||||||
|
Roller
bearings segment
|
$ | 22,836 | $ | 27,437 | $ | 94,428 | $ | 97,019 | ||||||||
|
Plain
bearings segment
|
39,864 | 41,987 | 166,658 | 154,535 | ||||||||||||
|
Ball
bearings segment
|
15,867 | 16,420 | 63,625 | 56,677 | ||||||||||||
|
Other
segment
|
5,274 | 6,294 | 31,085 | 22,369 | ||||||||||||
| $ | 83,841 | $ | 92,138 | $ | 355,796 | $ | 330,600 | |||||||||
|
Three Months Ended
|
Twelve Months Ended
|
|||||||||||||||
|
March
28,
|
March
29,
|
March
28,
|
March
29,
|
|||||||||||||
|
2009
|
2008
|
2009
|
2008
|
|||||||||||||
|
Selected
Financial Data:
|
||||||||||||||||
|
Depreciation
and amortization
|
$ | 2,614 | $ | 2,849 | $ | 12,160 | $ | 10,465 | ||||||||
|
Incentive
stock compensation expense
|
$ | 746 | $ | 485 | $ | 2,502 | $ | 1,255 | ||||||||
|
Cash
provided by operating activities
|
$ | 12,176 | $ | 2,471 | $ | 44,741 | $ | 27,077 | ||||||||
|
Capital
expenditures
|
$ | 9,856 | $ | 3,470 | $ | 27,583 | $ | 17,758 | ||||||||
|
Total
debt
|
$ | 68,151 | $ | 57,750 | ||||||||||||
|
Cash
on hand
|
$ | 30,557 | $ | 9,859 | ||||||||||||
|
Total
debt minus cash on hand
|
$ | 37,594 | $ | 47,891 | ||||||||||||
|
Backlog
|
$ | 179,316 | $ | 217,709 | ||||||||||||