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: February 10, 2011
(Date of earliest event reported: February 10,
2011)
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
February 10, 2011, RBC
Bearings Incorporated (the “Company”) issued a press release announcing its
financial results for the quarter ended January 1, 2011 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
February 10, 2011.
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:
February 10, 2011
|
RBC
BEARINGS INCORPORATED
|
||
|
By:
|
/s/
Thomas J. Williams
|
|
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Name:
Thomas J. Williams
|
||
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Title:
Corporate General Counsel &
Secretary
|
||
Press
release
RBC
Bearings Incorporated Announces Fiscal 2011 Third Quarter Results
Oxford,
CT – February 10, 2011 – 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 third quarter ended January 1, 2011.
Third Quarter
Highlights
|
Q3 Fiscal 2011
|
Q3 Fiscal 2010
|
Change
|
||||||||||||||||||||||
|
($ in millions)
|
GAAP
|
Adjusted (1)
|
GAAP
|
Adjusted (1)
|
GAAP
|
Adjusted (1)
|
||||||||||||||||||
|
Net
sales
|
$ | 81.3 | $ | 67.5 | 20.4 | % | ||||||||||||||||||
|
Gross
margin
|
$ | 26.0 | $ | 26.6 | $ | 20.4 | $ | 21.1 | 27.0 | % | 26.2 | % | ||||||||||||
|
Gross
margin %
|
32.0 | % | 32.7 | % | 30.3 | % | 31.2 | % | ||||||||||||||||
|
Operating
income
|
$ | 12.2 | $ | 12.9 | $ | 8.1 | $ | 8.9 | 49.9 | % | 45.0 | % | ||||||||||||
|
Net
income
|
$ | 7.4 | $ | 8.1 | $ | 5.2 | $ | 5.6 | 40.7 | % | 43.8 | % | ||||||||||||
|
Diluted
EPS
|
$ | 0.33 | $ | 0.37 | $ | 0.24 | $ | 0.26 | 37.5 | % | 42.3 | % | ||||||||||||
(1)
Results exclude items in reconciliation below.
Nine Month
Highlights
|
Q3 Fiscal 2011
|
Q3 Fiscal 2010
|
Change
|
||||||||||||||||||||||
|
($ in millions)
|
GAAP
|
Adjusted (1)
|
GAAP
|
Adjusted (1)
|
GAAP
|
Adjusted (1)
|
||||||||||||||||||
|
Net
sales
|
$ | 246.7 | $ | 194.9 | 26.6 | % | ||||||||||||||||||
|
Gross
margin
|
$ | 79.5 | $ | 81.6 | $ | 59.4 | $ | 61.4 | 33.7 | % | 32.8 | % | ||||||||||||
|
Gross
margin %
|
32.2 | % | 33.1 | % | 30.5 | % | 31.5 | % | ||||||||||||||||
|
Operating
income
|
$ | 40.1 | $ | 41.4 | $ | 23.2 | $ | 25.9 | 73.3 | % | 60.0 | % | ||||||||||||
|
Net
income
|
$ | 25.0 | $ | 26.6 | $ | 14.7 | $ | 16.2 | 69.8 | % | 63.9 | % | ||||||||||||
|
Diluted
EPS
|
$ | 1.14 | $ | 1.21 | $ | 0.68 | $ | 0.75 | 67.6 | % | 61.3 | % | ||||||||||||
(1)
Results exclude items in reconciliation below.
“We are
pleased to report continued strong demand across our end markets in the third
quarter of 2011,” said Dr. Michael J. Hartnett, Chairman and Chief Executive
Officer. “Sales to the industrial markets remain robust and we are encouraged to
see our aerospace and defense markets return to growth in the
quarter. We delivered 150 basis points of improvement to adjusted
gross margins and 270 basis points of improvement to adjusted operating margins
on a year over year basis and remain optimistic in the strength of our end
markets.”
Third Quarter
Results
Net sales
for the third quarter of fiscal 2011 were $81.3 million, an increase of 20.4%
from $67.5 million in the third quarter of fiscal 2010. The increase of 20.4%
was driven by an increase of 44.0% in our industrial business and 2.6% in net
sales in our aerospace and defense business. Gross margin for the
third quarter was $26.0 million compared to $20.4 million for the same period
last year. Gross margin as a percentage of net sales was 32.0% in the third
quarter of fiscal 2011 compared to 30.3% for the same period last year. The
increase in gross margin percentage was mainly driven by the current recovery in
our industrial business offset by costs associated with our expansion into large
bearing products. Gross margin as a percentage of net sales,
excluding $0.6 million of large bearing expansion costs, was 32.7% compared to
31.2% for the same adjusted period last year.
Operating
income increased 49.9% to $12.2 million for the third quarter of fiscal 2011
compared to $8.1 million for the same period last year. As a percentage of net
sales, operating income was 15.0% compared to 12.1% for the same period last
year. Operating income excluding costs associated with the expansion into large
bearing products and restructuring and moving costs was $12.9 million, an
increase of 45.0% compared to adjusted operating income for the same period last
year. As a percentage of net sales, operating income, excluding these
charges, was 15.9% compared to 13.2% for the same adjusted period last
year.
Interest
expense, net for the third quarter of fiscal 2011 was $0.4 million compared to
$0.4 million for the same period last year.
Other
non-operating expense was $0.5 million for the third quarter of fiscal
2011. This was mainly comprised of foreign exchange losses of $0.7
million offset by a $0.2 million payment under the CDSOA.
For the
third quarter of fiscal 2011, the Company reported net income of $7.4 million
compared to net income of $5.2 million in the same period last
year. Excluding the after-tax costs associated with the expansion
into large bearing products, restructuring and moving costs, the foreign
exchange loss offset by the CDSOA payment, net income increased 43.8% to $8.1
million compared to $5.6 million for the same adjusted period last
year.
Nine Month
Results
Net sales
for the nine month period ended January 1, 2011 were $246.7 million, an increase
of 26.6% from $194.9 million for the nine month period ended December 26, 2009.
Gross margin for the nine month period ended January 1, 2011 was $79.5 million
compared to $59.4 million for the same period last year. Gross margin as a
percentage of net sales was 32.2% for the nine month period of fiscal 2011
compared to 30.5% for the same period last year. The increase in gross margin
percentage was mainly driven by the current recovery in our industrial business
offset by costs associated with the expansion into large bearing products. Gross
margin as a percentage of net sales, excluding $2.1 million of large bearing
expansion costs, was 33.1% compared to 31.5% for the same adjusted period last
year.
For the
nine month period ended January 1, 2011, the Company reported operating income
of $40.1 million compared to $23.2 million for the same period last
year. Operating income excluding costs associated with the expansion
into large bearing products and restructuring and moving costs offset by a net
gain on sale of assets was $41.4 million for the nine month period ended January
1, 2011 compared to $25.9 million for the same adjusted period last
year. Operating income as a percentage of net sales excluding these
charges was 16.8% for the nine month period ended January 1, 2011 compared to
13.3% for the same adjusted period last year.
Interest
expense, net for the nine month period ended January 1, 2011 was $1.2 million, a
decrease of $0.1 million, from $1.3 million for the same period last
year.
Other
non-operating expense was a loss of $1.3 million for the nine month period ended
January 1, 2011. This was mainly comprised of foreign exchange
losses.
Net
income for the nine month period ended January 1, 2011 was $25.0 million
compared to net income of $14.7 million for the same period last
year. Excluding the after-tax costs associated with the expansion
into large bearing products, restructuring and moving costs and the foreign
exchange loss offset by a net gain on sale of assets and the CDSOA payment, net
income was $26.6 million compared to $16.2 million for the same adjusted period
last year.
CDSOA
Payment
In
December 2010, the Company received approximately $0.2 million in payments under
the U.S. Continued Dumping and Subsidy Offset Act “CDSOA” compared to $0.2
million received in December 2009. 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” on the Consolidated Statement of
Operations.
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 800-260-8140 (international
callers dial 617-614-3672) and enter conference ID # 34252268. An
audio replay of the call will be available from 2:00 p.m. ET on Thursday,
February 10th until 11:59 p.m. ET on Thursday, February 17th. The replay can be
accessed by dialing 888-286-8010 (international callers dial 617-801-6888) and
entering conference call ID #89183562. 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 1,920 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
617-897-1542
investors@rbcbearings.com
RBC
Bearings Incorporated
Consolidated
Statements of Operations
(dollars
in thousands, except share and per share data)
(Unaudited)
|
Three Months Ended
|
Nine Months Ended
|
|||||||||||||||
|
January 1,
|
December 26,
|
January 1,
|
December 26,
|
|||||||||||||
|
2011
|
2009
|
2011
|
2009
|
|||||||||||||
|
Net
sales
|
$ | 81,258 | $ | 67,481 | $ | 246,727 | $ | 194,870 | ||||||||
|
Cost
of sales
|
55,294 | 47,042 | 167,272 | 135,434 | ||||||||||||
|
Gross
margin
|
25,964 | 20,439 | 79,455 | 59,436 | ||||||||||||
|
Operating
expenses:
|
||||||||||||||||
|
Selling,
general and administrative
|
13,328 | 11,936 | 38,808 | 34,687 | ||||||||||||
|
Other,
net
|
432 | 364 | 508 | 1,594 | ||||||||||||
|
Total
operating expenses
|
13,760 | 12,300 | 39,316 | 36,281 | ||||||||||||
|
Operating
income
|
12,204 | 8,139 | 40,139 | 23,155 | ||||||||||||
|
Interest
expense, net
|
375 | 394 | 1,165 | 1,323 | ||||||||||||
|
Other
non-operating expense (income)
|
456 | (202 | ) | 1,273 | (442 | ) | ||||||||||
|
Income
before income taxes
|
11,373 | 7,947 | 37,701 | 22,274 | ||||||||||||
|
Provision
for income taxes
|
3,987 | 2,698 | 12,700 | 7,554 | ||||||||||||
|
Net
income
|
$ | 7,386 | $ | 5,249 | $ | 25,001 | $ | 14,720 | ||||||||
|
Net
income per common share:
|
||||||||||||||||
|
Basic
|
$ | 0.34 | $ | 0.24 | $ | 1.16 | $ | 0.68 | ||||||||
|
Diluted
|
$ | 0.33 | $ | 0.24 | $ | 1.14 | $ | 0.68 | ||||||||
|
Weighted
average common shares:
|
||||||||||||||||
|
Basic
|
21,690,144 | 21,596,344 | 21,641,997 | 21,590,362 | ||||||||||||
|
Diluted
|
22,113,754 | 21,768,570 | 22,027,525 | 21,735,512 | ||||||||||||
RBC
Bearings Incorporated
Consolidated
Statements of Operations
(dollars
in thousands, except share and per share data)
(Unaudited)
Reconciliation
of Reported Gross Margin to Adjusted Gross Margin:
|
Three Months Ended
|
Nine Months Ended
|
|||||||||||||||
|
January 1,
|
December 26,
|
January 1,
|
December 26,
|
|||||||||||||
|
2011
|
2009
|
2011
|
2009
|
|||||||||||||
|
Reported
gross margin
|
$ | 25,964 | $ | 20,439 | $ | 79,455 | $ | 59,436 | ||||||||
|
Large
bearing expansion costs
|
628 | 637 | 2,138 | 2,011 | ||||||||||||
|
Adjusted
gross margin
|
$ | 26,592 | $ | 21,076 | $ | 81,593 | $ | 61,447 | ||||||||
Reconciliation
of Reported Operating Income to Adjusted Operating
Income:
|
Three Months Ended
|
Nine Months Ended
|
|||||||||||||||
|
January 1,
|
December 26,
|
January 1,
|
December 26,
|
|||||||||||||
|
2011
|
2009
|
2011
|
2009
|
|||||||||||||
|
Reported
operating income
|
$ | 12,204 | $ | 8,139 | $ | 40,139 | $ | 23,155 | ||||||||
|
Large
bearing expansion costs
|
628 | 637 | 2,138 | 2,011 | ||||||||||||
|
Restructuring
and moving costs
|
64 | 110 | 184 | 672 | ||||||||||||
|
(Gain)
loss on disposition or sale of assets
|
- | 10 | (1,066 | ) | 29 | |||||||||||
|
Adjusted
operating income
|
$ | 12,896 | $ | 8,896 | $ | 41,395 | $ | 25,867 | ||||||||
Reconciliation
of Reported Net Income and Net Income Per Common Share to Adjusted Net Income
and Adjusted Net Income Per Common Share:
|
Three Months Ended
|
Nine Months Ended
|
|||||||||||||||
|
January 1,
|
December 26,
|
January 1,
|
December 26,
|
|||||||||||||
|
2011
|
2009
|
2011
|
2009
|
|||||||||||||
|
Reported
net income
|
$ | 7,386 | $ | 5,249 | $ | 25,001 | $ | 14,720 | ||||||||
|
Large
bearing expansion costs (1)
|
408 | 421 | 1,418 | 1,329 | ||||||||||||
|
Restructuring
and moving costs (1)
|
42 | 73 | 122 | 444 | ||||||||||||
|
(Gain)
loss on disposition or sale of assets (1)
|
- | 7 | (707 | ) | 19 | |||||||||||
|
CDSOA
payment (1)
|
(107 | ) | (123 | ) | (109 | ) | (123 | ) | ||||||||
|
Foreign
exchange loss (gain) (1)
|
349 | (10 | ) | 865 | (169 | ) | ||||||||||
|
Adjusted
net income
|
$ | 8,078 | $ | 5,617 | $ | 26,590 | $ | 16,220 | ||||||||
|
(1)
Item was tax effected at the effective tax rate.
|
||||||||||||||||
|
Adjusted
net income per common share:
|
||||||||||||||||
|
Basic
|
$ | 0.37 | $ | 0.26 | $ | 1.23 | $ | 0.75 | ||||||||
|
Diluted
|
$ | 0.37 | $ | 0.26 | $ | 1.21 | $ | 0.75 | ||||||||
|
Adjusted
weighted average common shares:
|
||||||||||||||||
|
Basic
|
21,690,144 | 21,596,344 | 21,641,997 | 21,590,362 | ||||||||||||
|
Diluted
|
22,113,754 | 21,768,570 | 22,027,525 | 21,735,512 | ||||||||||||
RBC
Bearings Incorporated
Consolidated
Statements of Operations
(dollars
in thousands, except share and per share data)
(Unaudited)
Segment Data, Net External Sales:
|
Three Months Ended
|
Nine Months Ended
|
|||||||||||||||
|
January 1,
|
December 26,
|
January 1,
|
December 26,
|
|||||||||||||
|
2011
|
2009
|
2011
|
2009
|
|||||||||||||
|
Roller
bearings segment
|
$ | 24,988 | $ | 18,955 | $ | 73,280 | $ | 51,834 | ||||||||
|
Plain
bearings segment
|
39,919 | 32,717 | 123,515 | 93,979 | ||||||||||||
|
Ball
bearings segment
|
9,561 | 10,112 | 30,537 | 33,724 | ||||||||||||
|
Other
segment
|
6,790 | 5,697 | 19,395 | 15,333 | ||||||||||||
| $ | 81,258 | $ | 67,481 | $ | 246,727 | $ | 194,870 | |||||||||
Selected Financial Data:
|
Three Months Ended
|
Nine Months Ended
|
|||||||||||||||
|
January 1,
|
December 26,
|
January 1,
|
December 26,
|
|||||||||||||
|
2011
|
2009
|
2011
|
2009
|
|||||||||||||
|
Depreciation
and amortization
|
$ | 3,284 | $ | 3,088 | $ | 9,767 | $ | 8,955 | ||||||||
|
Incentive
stock compensation expense
|
$ | 1,017 | $ | 825 | $ | 3,040 | $ | 2,278 | ||||||||
|
Cash
provided by operating activities
|
$ | 14,723 | $ | 13,594 | $ | 40,375 | $ | 34,973 | ||||||||
|
Capital
expenditures
|
$ | 2,666 | $ | 1,487 | $ | 7,252 | $ | 7,508 | ||||||||
|
Total
debt
|
$ | 31,367 | $ | 53,702 | ||||||||||||
|
Cash
and short-term investments
|
$ | 60,775 | $ | 40,463 | ||||||||||||
|
Backlog
|
$ | 179,997 | $ | 155,582 | ||||||||||||