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 5, 2009
(Date of earliest event reported: August 5,
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))
Section 2 - Financial
Information
Item
2.02. Results of Operations and Financial Condition.
On August
5, 2009, RBC Bearings
Incorporated (the “Company”) issued a press release announcing its financial
results for the quarter ended June 27, 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
August 5, 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:
August 5, 2009
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RBC
BEARINGS INCORPORATED
|
||
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By:
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/s/
Thomas J. Williams
|
|
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Name:
Thomas J. Williams
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||
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Title:
Corporate General Counsel &
Secretary
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||
Page
2
Press
release
RBC
Bearings Incorporated Announces Fiscal 2010 First Quarter
Results
Oxford,
CT – August 5, 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 first quarter of fiscal year 2010.
First Quarter
Highlights
|
|
Q1
Fiscal 2010
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Q1
Fiscal 2009
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Change
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|||||||||||||||||||||
|
($
in millions)
|
GAAP
|
Adjusted
(1)
|
GAAP
|
Adjusted
(1)
|
GAAP
|
Adjusted
(1)
|
||||||||||||||||||
|
Net
sales
|
$ | 63.7 | $ | 92.4 | -31.0 | % | ||||||||||||||||||
|
Gross
margin
|
$ | 19.9 | $ | 20.4 | $ | 30.6 | $ | 31.0 | -34.9 | % | -34.1 | % | ||||||||||||
|
Gross
margin %
|
31.2 | % | 32.0 | % | 33.1 | % | 33.5 | % | ||||||||||||||||
|
Operating
income
|
$ | 7.8 | $ | 8.5 | $ | 17.0 | $ | 17.6 | -54.4 | % | -51.7 | % | ||||||||||||
|
Net
income
|
$ | 5.1 | $ | 5.3 | $ | 10.7 | $ | 11.2 | -52.6 | % | -52.4 | % | ||||||||||||
|
Diluted
EPS
|
$ | 0.23 | $ | 0.25 | $ | 0.49 | $ | 0.51 | -53.1 | % | -51.0 | % | ||||||||||||
(1) Results exclude items listed
in reconciliation below.
“During
the period we, like other companies serving our industries, experienced a
decline in demand from many of our primary markets attributed to the current
broad economic conditions,” said Dr. Michael J. Hartnett, Chairman and Chief
Executive Officer. “We took early and pre-emptive action to balance
our revenues and costs while preserving the infrastructure necessary to support
a post crisis expansion. Given these conditions, I am satisfied with
the financial results for our first quarter. Our new product agenda
is healthy, important new accounts are being added, our liquidity is very good
and our debt ratios outstanding. We are well positioned to navigate
through this environment and expect the balance of our year will show improved
results as the national economy improves and many of our important markets
strengthen.”
First Quarter
Results
Net sales
for the first quarter of fiscal 2010 were $63.7 million, a decrease of 31.0%
from $92.4 million in the first quarter of fiscal 2009. The decline in net sales
was mainly the result of a 46.3% drop in industrial sales due to the current
economic climate. Aerospace and defense were less impacted and
decreased by 18.1%. Gross margin for the first quarter was $19.9
million compared to $30.6 million for the same period last year. Gross margin as
a percentage of net sales was 31.2% in the first quarter of fiscal 2010 compared
to 33.1% for the same period last year.
Operating
income for the first quarter of fiscal 2010 was $7.8 million, a decrease of
54.4% compared to operating income of $17.0 million for the same period last
year. As a percentage of net sales, operating income was 12.2% compared to 18.5%
for the same period last year. Operating income, excluding
adjustments, was $8.5 million, a decrease of 51.7% compared to the same period
last year. As a percentage of sales, operating income, excluding
adjustments, was 13.3% compared to 19.0% for the same period last
year.
Interest
expense, net for the first quarter of fiscal 2010 was $0.5 million, a decrease
of $0.2 million, from $0.7 million for the same period last
year.
Other
non-operating expense (income) was ($0.3) million for the first quarter of
fiscal 2010. This was mainly comprised of foreign exchange gains on
inter-company loans between our U.S. division and International
division. Since these loans are not considered long-term in nature,
the resulting translation gains and losses are included in net
income.
Net
income for the first quarter of fiscal 2010 decreased 52.6% to $5.1 million
compared to $10.7 million for the same period last year. Excluding adjustments,
net income decreased 52.4% to $5.3 million compared to $11.2 million for the
same period last year.
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
888-396-2386 (international callers dial 617-847-8712) and enter conference call
ID # 42425600. An audio replay of the call will be available from 2:00 p.m. ET
on Wednesday, August 5th, until 11:59 p.m. ET on Wednesday, August
12th. The replay can be accessed by dialing 888-286-8010
(international callers dial 617-801-6888) and entering conference call ID #
58181049.
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 1,813 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 statements.
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
|
||||||||
|
June
27,
|
June
28,
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|||||||
|
2009
|
2008
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|||||||
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Net
sales
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$ | 63,732 | $ | 92,380 | ||||
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Cost
of sales
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43,828 | 61,825 | ||||||
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Gross
margin
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19,904 | 30,555 | ||||||
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Operating
expenses:
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||||||||
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Selling,
general and administrative
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11,619 | 13,127 | ||||||
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Other,
net
|
506 | 382 | ||||||
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Total
operating expenses
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12,125 | 13,509 | ||||||
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Operating
income
|
7,779 | 17,046 | ||||||
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Interest
expense, net
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469 | 681 | ||||||
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Loss
on early extinguishment of debt
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- | 319 | ||||||
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Other
non-operating income
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(325 | ) | (83 | ) | ||||
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Income
before income taxes
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7,635 | 16,129 | ||||||
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Provision
for income taxes
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2,568 | 5,446 | ||||||
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Net
income
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$ | 5,067 | $ | 10,683 | ||||
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Net
income per common share:
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||||||||
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Basic
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$ | 0.23 | $ | 0.50 | ||||
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Diluted
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$ | 0.23 | $ | 0.49 | ||||
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Weighted
average common shares:
|
||||||||
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Basic
|
21,582,607 | 21,561,375 | ||||||
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Diluted
|
21,691,059 | 21,782,020 | ||||||
RBC
Bearings Incorporated
Consolidated
Statements of Operations
(dollars
in thousands, except share and per share data)
(Unaudited)
|
Three
Months Ended
|
||||||||
|
June
27,
|
June
28,
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|||||||
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Reconciliation
of Reported Operating Income to Adjusted Operating Income:
|
2009
|
2008
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||||||
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Reported
operating income
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$ | 7,779 | $ | 17,046 | ||||
|
Large
bearing start-up costs
|
482 | 398 | ||||||
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Restructuring
and moving costs
|
208 | 98 | ||||||
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Disposal
of fixed assets
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19 | 30 | ||||||
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Adjusted
operating income
|
$ | 8,488 | $ | 17,572 | ||||
|
Reconciliation
of Reported Net Income and
|
Three
Months Ended
|
|||||||
|
Net
Income Per Common Share to Adjusted Net
|
June
27,
|
June
28,
|
||||||
|
Income
and Adjusted Net Income Per Common Share:
|
2009
|
2008
|
||||||
|
Reported
net income
|
$ | 5,067 | $ | 10,683 | ||||
|
Large
bearing start-up costs (1)
|
320 | 264 | ||||||
|
Restructuring
and moving costs (1)
|
138 | 65 | ||||||
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Disposal
of fixed assets (1)
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13 | 20 | ||||||
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Loss
on early extinguishment of debt (1)
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- | 211 | ||||||
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Foreign
exchange loss(gain) on inter-company loans (1)
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(216 | ) | (55 | ) | ||||
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Adjusted
net income
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$ | 5,322 | $ | 11,188 | ||||
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(1)
Item was tax effected at the effective tax rate.
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||||||||
|
Adjusted
net income per common share:
|
||||||||
|
Basic
|
$ | 0.25 | $ | 0.52 | ||||
|
Diluted
|
$ | 0.25 | $ | 0.51 | ||||
|
Adjusted
weighted average common shares:
|
||||||||
|
Basic
|
21,582,607 | 21,561,375 | ||||||
|
Diluted
|
21,691,059 | 21,782,020 | ||||||
RBC
Bearings Incorporated
Consolidated
Statements of Operations
(dollars
in thousands, except share and per share data)
(Unaudited)
|
Three
Months Ended
|
||||||||
|
June
27,
|
June
28,
|
|||||||
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Segment
Data, Net External Sales:
|
2009
|
2008
|
||||||
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Roller
bearings segment
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$ | 15,568 | $ | 24,957 | ||||
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Plain
bearings segment
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31,000 | 43,715 | ||||||
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Ball
bearings segment
|
12,242 | 15,046 | ||||||
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Other
segment
|
4,922 | 8,662 | ||||||
| $ | 63,732 | $ | 92,380 | |||||
|
Three
Months Ended
|
||||||||
|
June
27,
|
June
28,
|
|||||||
|
Selected
Financial Data:
|
2009
|
2008
|
||||||
|
Depreciation
and amortization
|
$ | 2,891 | $ | 3,166 | ||||
|
Incentive
stock compensation expense
|
$ | 746 | $ | 552 | ||||
|
Cash
provided by operating activities
|
$ | 16,769 | $ | 21,713 | ||||
|
Capital
expenditures
|
$ | 4,270 | $ | 4,569 | ||||
|
Total
debt
|
$ | 68,151 | $ | 51,250 | ||||
|
Cash
and short-term investments
|
$ | 43,428 | $ | 13,397 | ||||
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Total
debt minus cash and short-term investments
|
$ | 24,723 | $ | 37,853 | ||||
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Backlog
|
$ | 170,929 | $ | 239,892 | ||||