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: June 2, 2010
(Date of earliest event reported: June 2,
2010)
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 June
2, 2010, RBC Bearings
Incorporated (the “Company”) issued a press release announcing its financial
results for the quarter and fiscal year ended April 3, 2010 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
June 2, 2010.
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:
June 2, 2010
|
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 2010 Fourth Quarter Results
Oxford,
CT – June 2, 2010 – 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 April 3, 2010.
Fourth Quarter
Highlights
|
Q4 Fiscal 2010
|
Q4 Fiscal 2009
|
Change
|
||||||||||||||||||||||
|
($
in millions)
|
GAAP
|
Adjusted (1)
|
GAAP
|
Adjusted (1)
|
GAAP
|
Adjusted (1)
|
||||||||||||||||||
|
Net
sales
|
$ | 79.8 | $ | 83.8 | -4.8 | % | ||||||||||||||||||
|
Gross
margin
|
$ | 25.1 | $ | 25.8 | $ | 28.9 | $ | 29.4 | -13.2 | % | -12.3 | % | ||||||||||||
|
Gross
margin %
|
31.5 | % | 32.3 | % | 34.5 | % | 35.0 | % | ||||||||||||||||
|
Operating
income
|
$ | 11.5 | $ | 12.9 | $ | 10.0 | $ | 14.3 | 15.6 | % | -10.2 | % | ||||||||||||
|
Net
income
|
$ | 9.7 | $ | 8.1 | $ | 6.5 | $ | 9.6 | 49.1 | % | -16.3 | % | ||||||||||||
|
Diluted
EPS
|
$ | 0.44 | $ | 0.37 | $ | 0.30 | $ | 0.44 | 46.7 | % | -15.9 | % | ||||||||||||
(1)
Results exclude items in reconciliation
below.
Twelve Month
Highlights
|
Fiscal Year
2010
|
Fiscal Year
2009
|
Change
|
||||||||||||||||||||||
|
($
in millions)
|
GAAP
|
Adjusted (1)
|
GAAP
|
Adjusted (1)
|
GAAP
|
Adjusted (1)
|
||||||||||||||||||
|
Net
sales
|
$ | 274.7 | $ | 355.8 | -22.8 | % | ||||||||||||||||||
|
Gross
margin
|
$ | 84.6 | $ | 87.2 | $ | 118.2 | $ | 120.5 | -28.5 | % | -27.6 | % | ||||||||||||
|
Gross
margin %
|
30.8 | % | 31.7 | % | 33.2 | % | 33.9 | % | ||||||||||||||||
|
Operating
income
|
$ | 34.7 | $ | 38.7 | $ | 55.0 | $ | 62.9 | -36.9 | % | -38.5 | % | ||||||||||||
|
Net
income
|
$ | 24.4 | $ | 24.3 | $ | 34.5 | $ | 40.4 | -29.2 | % | -39.9 | % | ||||||||||||
|
Diluted
EPS
|
$ | 1.12 | $ | 1.12 | $ | 1.58 | $ | 1.86 | -29.1 | % | -39.8 | % | ||||||||||||
(1)
Results exclude items in reconciliation
below.
“I am
encouraged by the strong expansion we saw in our industrial business during the
fourth quarter and the industry wide outlook for our aerospace and defense
products,” said Dr. Michael J. Hartnett, Chairman and Chief Executive
Officer. “Our strategy of preserving operating capacity and
flexibility allowed us to quickly revive our industrial volumes and we are in
good position to support this increased demand in our new fiscal
year.”
Fourth Quarter
Results
Net sales
for the fourth quarter of fiscal 2010 were $79.8 million, a decrease of 4.8%
from $83.8 million in the fourth quarter of fiscal 2009 and an 18.3% increase
over the third quarter of fiscal 2010. The decrease of 4.8% was driven by a
24.3% decrease in net sales in our aerospace and defense business, partially
offset by an increase of 30.6% in our industrial business. Gross
margin for the fourth quarter was $25.1 million compared to $28.9 million for
the same period last year. Gross margin as a percentage of net sales was 31.5%
in the fourth quarter of fiscal 2010 compared to 34.5% for the same period last
year. Gross margin as a percentage of net sales, excluding $0.6 million of costs
associated with the expansion into large bearing products, was 32.3% compared to
35.0% for the same adjusted period last year.
Operating
income increased 15.6% to $11.5 million for the fourth quarter of fiscal 2010
compared to $10.0 million for the same period last year. As a percentage of net
sales, operating income was 14.4% compared to 11.9% for the same period last
year. Operating income excluding costs associated with the expansion into large
bearing products, restructuring and moving costs and the disposal of fixed
assets was $12.9 million, a decrease of 10.2% compared to adjusted operating
income for the same period last year. As a percentage of net sales,
operating income, excluding these charges, was 16.1% compared to 17.1% for the
same adjusted period last year.
Interest
expense, net for the fourth quarter of fiscal 2010 was $0.5 million, compared to
$0.5 million for the same period last year.
Other
non-operating expense was $0.3 million for the fourth quarter of fiscal
2010. This was mainly comprised of foreign exchange loss on
intercompany loans.
For the
fourth quarter of fiscal 2010, the Company reported net income of $9.7 million
compared to net income of $6.5 million in the same period last
year. Excluding the after-tax costs associated with the expansion
into large bearing products, restructuring and moving costs, disposal of fixed
assets, foreign exchange (gain)/loss on intercompany loans, and the benefit from
the advanced energy manufacturing tax credit, net income decreased 16.3% to $8.1
million compared to $9.6 million for the same adjusted period last
year.
Twelve Month
Results
Net sales
for the twelve month period ended April 3, 2010 were $274.7 million, a decrease
of 22.8% from $355.8 million for the twelve month period ended March 28, 2009.
Gross margin for the twelve month period ended April 3, 2010 was $84.6 million
compared to $118.2 million for the same period last year. Gross margin as a
percentage of net sales was 30.8% for the twelve month period of fiscal 2010
compared to 33.2% for the same period last year. Gross margin as a
percentage of net sales, excluding $2.6 million of costs associated with the
expansion into large bearing products, was 31.7% compared to 33.9% for the same
adjusted period last year.
For the
twelve month period ended April 3, 2010, the Company reported operating income
of $34.7 million compared to $55.0 million for the same period last
year. Operating income excluding costs associated with the expansion
into large bearing products, restructuring and moving costs and the disposal of
fixed assets was $38.7 million for the twelve month period ended April 3, 2010
compared to $62.9 million for the same adjusted period last
year. Operating income as a percentage of net sales excluding these
charges was 14.1% for the twelve month period ended April 3, 2010 compared to
17.7% for the same adjusted period last year.
Interest
expense, net for the twelve month period ended April 3, 2010 was $1.8 million, a
decrease of $0.8 million, from $2.6 million for the same period last
year.
Other
non-operating income was $0.1 million for the twelve month period ended April 3,
2010. This was mainly comprised of foreign exchange losses on
intercompany loans between our U.S. division and International division offset
by a CDSOA payment of $0.2 million.
Net
income for the twelve month period ended April 3, 2010 was $24.4 million
compared to net income of $34.5 million for the same period last
year. Excluding the after-tax costs associated with the expansion
into large bearing products, restructuring and moving costs, disposal of fixed
assets, the CDSOA payment, foreign exchange (gain)/loss, loss on early
extinguishment of debt, and the benefit from the advanced energy manufacturing
tax credit, net income was $24.3 million compared to $40.4 million for the same
adjusted period last year.
CDSOA
Payment
In
December 2009, the Company received approximately $0.2 million in payments under
the U.S. Continued Dumping and Subsidy Offset Act (“CDSOA”) compared to $0.4
million received in December 2008. 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 Statement of Operations.
Advanced Energy
Manufacturing Tax Credit
In
January 2010, the Company received an investment tax credit award for $4.2
million under the Advanced Energy Manufacturing Tax Credit Program to support
the development of its wind turbine bearing facility in Houston,
Texas. The effect on the tax provision for the fourth quarter fiscal
year 2010 is a benefit of $2.7 million net of the impact of the basis reduction
of the invested assets. The Company is eligible for a second award
under this program of $4.1 million if the current wind facility is expanded by
calendar year 2013.
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 800-261-3417 (international
callers dial 617-614-3673) and enter conference ID # 91306466. An
audio replay of the call will be available from 2:00 p.m. ET on Wednesday, June
2nd until 11:59 p.m. ET on Wednesday, June 9th. The replay can be accessed by
dialing 888-286-8010 (international callers dial 617-801-6888) and entering
conference call ID # 32244291. 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 1,791 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 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
|
|||||||||||||||
|
April 3,
|
March 28,
|
April 3,
|
March 28,
|
|||||||||||||
|
2010
|
2009
|
2010
|
2009
|
|||||||||||||
|
Net
sales
|
$ | 79,832 | $ | 83,841 | $ | 274,702 | $ | 355,796 | ||||||||
|
Cost
of sales
|
54,702 | 54,895 | 190,136 | 237,576 | ||||||||||||
|
Gross
margin
|
25,130 | 28,946 | 84,566 | 118,220 | ||||||||||||
|
Operating
expenses:
|
||||||||||||||||
|
Selling,
general and administrative
|
12,680 | 14,297 | 47,367 | 55,779 | ||||||||||||
|
Other,
net
|
935 | 4,688 | 2,529 | 7,471 | ||||||||||||
|
Total
operating expenses
|
13,615 | 18,985 | 49,896 | 63,250 | ||||||||||||
|
Operating
income
|
11,515 | 9,961 | 34,670 | 54,970 | ||||||||||||
|
Interest
expense, net
|
484 | 525 | 1,807 | 2,605 | ||||||||||||
|
Loss
on early extinguishment of debt
|
- | - | - | 319 | ||||||||||||
|
Other
non-operating expense (income)
|
295 | 154 | (147 | ) | 645 | |||||||||||
|
Income
before income taxes
|
10,736 | 9,282 | 33,010 | 51,401 | ||||||||||||
|
Provision
for income taxes
|
1,071 | 2,799 | 8,625 | 16,947 | ||||||||||||
|
Net
income
|
$ | 9,665 | $ | 6,483 | $ | 24,385 | $ | 34,454 | ||||||||
|
Net
income per common share:
|
||||||||||||||||
|
Basic
|
$ | 0.45 | $ | 0.30 | $ | 1.13 | $ | 1.60 | ||||||||
|
Diluted
|
$ | 0.44 | $ | 0.30 | $ | 1.12 | $ | 1.58 | ||||||||
|
Weighted
average common shares:
|
||||||||||||||||
|
Basic
|
21,590,597 | 21,579,235 | 21,590,421 | 21,570,979 | ||||||||||||
|
Diluted
|
21,781,792 | 21,665,935 | 21,747,082 | 21,738,812 | ||||||||||||
RBC
Bearings Incorporated
Consolidated
Statements of Operations
(dollars
in thousands, except share and per share data)
(Unaudited)
|
Three Months Ended
|
Twelve Months Ended
|
|||||||||||||||
|
Reconciliation of Reported Operating Income to
|
April 3,
|
March 28,
|
April 3,
|
March 28,
|
||||||||||||
|
Adjusted Operating Income:
|
2010
|
2009
|
2010
|
2009
|
||||||||||||
|
Reported
operating income
|
$ | 11,515 | $ | 9,961 | $ | 34,670 | $ | 54,970 | ||||||||
|
Large
bearings start-up costs
|
629 | 425 | 2,640 | 2,300 | ||||||||||||
|
Restructuring
and moving costs
|
525 | 163 | 1,197 | 1,231 | ||||||||||||
|
Disposal
of fixed assets
|
186 | 3,769 | 215 | 4,445 | ||||||||||||
|
Adjusted
operating income
|
$ | 12,855 | $ | 14,318 | $ | 38,722 | $ | 62,946 | ||||||||
|
Reconciliation of Reported Net Income and
|
Three Months Ended
|
Twelve Months Ended
|
||||||||||||||
|
Net Income Per Common Share to Adjusted Net
|
April 3,
|
March 28,
|
April 3,
|
March 28,
|
||||||||||||
|
Income and Adjusted Net Income Per Common Share:
|
2010
|
2009
|
2010
|
2009
|
||||||||||||
|
Reported
net income
|
$ | 9,665 | $ | 6,483 | $ | 24,385 | $ | 34,454 | ||||||||
|
Large
bearing start-up costs (1)
|
410 | 297 | 1,737 | 1,542 | ||||||||||||
|
Restructuring
and moving costs (1)
|
342 | 114 | 788 | 825 | ||||||||||||
|
Disposal
of fixed assets (1)
|
121 | 2,632 | 141 | 2,979 | ||||||||||||
|
Loss
on early extinguishment of debt (1)
|
- | - | - | 214 | ||||||||||||
|
CDSOA
payment (1)
|
- | - | (122 | ) | (253 | ) | ||||||||||
|
Foreign
exchange loss (gain) on inter-company loans (1)
|
192 | 108 | 26 | 685 | ||||||||||||
|
Advanced
energy manufacturing tax credit
|
(2,665 | ) | - | (2,665 | ) | - | ||||||||||
|
Adjusted
net income
|
$ | 8,065 | $ | 9,634 | $ | 24,290 | $ | 40,446 | ||||||||
(1) Item
was tax effected at the effective tax rate excluding the benefit of the advanced
energy manufacturing tax credit.
|
Adjusted
net income per common share:
|
||||||||||||||||
|
Basic
|
$ | 0.37 | $ | 0.45 | $ | 1.13 | $ | 1.88 | ||||||||
|
Diluted
|
$ | 0.37 | $ | 0.44 | $ | 1.12 | $ | 1.86 | ||||||||
|
Adjusted
weighted average common shares:
|
||||||||||||||||
|
Basic
|
21,590,597 | 21,579,235 | 21,590,421 | 21,570,979 | ||||||||||||
|
Diluted
|
21,781,792 | 21,665,935 | 21,747,082 | 21,738,812 | ||||||||||||
RBC
Bearings Incorporated
Consolidated
Statements of Operations
(dollars
in thousands, except share and per share data)
(Unaudited)
|
Three Months Ended
|
Twelve Months Ended
|
|||||||||||||||
|
April 3,
|
March 28,
|
April 3,
|
March 28,
|
|||||||||||||
|
Segment Data, Net External Sales:
|
2010
|
2009
|
2010
|
2009
|
||||||||||||
|
Roller
bearings segment
|
$ | 21,330 | $ | 22,836 | $ | 73,164 | $ | 94,428 | ||||||||
|
Plain
bearings segment
|
40,324 | 39,864 | 134,303 | 166,658 | ||||||||||||
|
Ball
bearings segment
|
11,718 | 15,867 | 45,442 | 63,625 | ||||||||||||
|
Other
segment
|
6,460 | 5,274 | 21,793 | 31,085 | ||||||||||||
| $ | 79,832 | $ | 83,841 | $ | 274,702 | $ | 355,796 | |||||||||
|
Three Months Ended
|
Twelve Months Ended
|
|||||||||||||||
|
April 3,
|
March 28,
|
April 3,
|
March 28,
|
|||||||||||||
|
Selected Financial Data:
|
2010
|
2009
|
2010
|
2009
|
||||||||||||
|
Depreciation
and amortization
|
$ | 2,875 | $ | 2,614 | $ | 11,830 | $ | 12,160 | ||||||||
|
Incentive
stock compensation expense
|
$ | 904 | $ | 746 | $ | 3,182 | $ | 2,502 | ||||||||
|
Cash
provided by operating activities
|
$ | 6,180 | $ | 12,176 | $ | 41,153 | $ | 44,741 | ||||||||
|
Capital
expenditures
|
$ | 2,398 | $ | 9,856 | $ | 9,906 | $ | 27,583 | ||||||||
|
Total
debt
|
$ | 38,453 | $ | 68,151 | ||||||||||||
|
Cash
and short-term investments
|
$ | 28,623 | $ | 30,557 | ||||||||||||
|
Total
debt minus cash and short-term investments
|
$ | 9,830 | $ | 37,594 | ||||||||||||
|
Backlog
|
$ | 157,918 | $ | 179,316 | ||||||||||||