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: October, 30 2009
(Date of earliest event reported: October 30,
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
October 30, 2009, RBC
Bearings Incorporated (the “Company”) issued a press release announcing its
financial results for the quarter ended September 26, 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
October 30, 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:
October 30, 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 2010 Second Quarter Results
Oxford,
CT – October 30, 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 second quarter ended September 26, 2009.
Second Quarter
Highlights
|
Q2 Fiscal 2010
|
Q2 Fiscal 2009
|
Change
|
||||||||||||||||||||||
|
($ in millions)
|
GAAP
|
Adjusted (1)
|
GAAP
|
Adjusted (1)
|
GAAP
|
Adjusted (1)
|
||||||||||||||||||
|
Net
sales
|
$ | 63.7 | $ | 94.3 | -32.5 | % | ||||||||||||||||||
|
Gross
margin
|
$ | 19.1 | $ | 20.0 | $ | 30.2 | $ | 30.9 | -36.8 | % | -35.2 | % | ||||||||||||
|
Gross
margin %
|
30.0 | % | 31.4 | % | 32.0 | % | 32.7 | % | ||||||||||||||||
|
Operating
income
|
$ | 7.2 | $ | 8.5 | $ | 15.2 | $ | 16.6 | -52.3 | % | -48.8 | % | ||||||||||||
|
Net
income
|
$ | 4.4 | $ | 5.3 | $ | 9.6 | $ | 10.7 | -54.1 | % | -50.6 | % | ||||||||||||
|
Diluted
EPS
|
$ | 0.20 | $ | 0.24 | $ | 0.44 | $ | 0.49 | -54.5 | % | -51.0 | % | ||||||||||||
(1) Results
exclude items in reconciliation below.
Six Month
Highlights
|
Q2 Fiscal 2010
|
Q2 Fiscal 2009
|
Change
|
||||||||||||||||||||||
|
($ in millions)
|
GAAP
|
Adjusted (1)
|
GAAP
|
Adjusted (1)
|
GAAP
|
Adjusted (1)
|
||||||||||||||||||
|
Net
sales
|
$ | 127.4 | $ | 186.7 | -31.8 | % | ||||||||||||||||||
|
Gross
margin
|
$ | 39.0 | $ | 40.4 | $ | 60.8 | $ | 61.8 | -35.8 | % | -34.7 | % | ||||||||||||
|
Gross
margin %
|
30.6 | % | 31.7 | % | 32.6 | % | 33.1 | % | ||||||||||||||||
|
Operating
income
|
$ | 15.0 | $ | 17.0 | $ | 32.2 | $ | 34.1 | -53.4 | % | -50.3 | % | ||||||||||||
|
Net
income
|
$ | 9.5 | $ | 10.6 | $ | 20.3 | $ | 21.9 | -53.3 | % | -51.5 | % | ||||||||||||
|
Diluted
EPS
|
$ | 0.44 | $ | 0.49 | $ | 0.93 | $ | 1.01 | -52.7 | % | -51.5 | % | ||||||||||||
(1) Results
exclude items in reconciliation below.
“We are
extremely proud of the way management responded to the sudden and unprecedented
changes in market demand for our products that were the direct consequence of
the international financial crisis. A sharp focus was maintained on sales,
service, and profitability while a simultaneous restructuring of the business to
the new reality of demand took place,” said Dr. Michael J. Hartnett, Chairman
and Chief Executive Officer. “Our outlook today is for a business expansion over
the balance of the year in most of our served markets.”
Second Quarter
Results
Net sales
for the second quarter of fiscal 2010 were $63.7 million, a decrease of 32.5%
from $94.3 million in the second quarter of fiscal 2009. The decrease of 32.5%
was driven by a decrease of 43.4% in our industrial business and by a 23.5%
decrease in net sales in our aerospace and defense business. Gross margin
for the second quarter was $19.1 million compared to $30.2 million for the same
period last year. Gross margin as a percentage of net sales was 30.0% in the
second quarter of fiscal 2010 compared to 32.0% for the same period last year.
The decline in gross margin percentage was mainly driven by the current economic
downturn combined with start-up costs associated with the Company’s expansion
into new bearing products. Gross margin as a percentage of net sales,
excluding $0.9 million of start-up costs, was 31.4% compared to 32.7% for the
same adjusted period last year.
Operating
income decreased 52.3% to $7.2 million for the second quarter of fiscal 2010
compared to $15.2 million for the same period last year. As a percentage of net
sales, operating income was 11.4% compared to 16.1% for the same period last
year. Operating income excluding start-up costs associated with the expansion
into new bearing products and restructuring and moving costs was $8.5 million, a
decrease of 48.8% compared to adjusted operating income for the same period last
year. As a percentage of net sales, operating income, excluding these
charges, was 13.3% compared to 17.6% for the same adjusted period last
year.
Interest
expense, net for the second quarter of fiscal 2010 was $0.5 million, compared to
$0.7 million for the same period last year.
Other
non-operating expense was $0.1 million for the second quarter of fiscal
2010. This was mainly comprised of foreign exchange losses 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 losses are included in net income.
For the
second quarter of fiscal 2010, the Company reported net income of $4.4 million
compared to net income of $9.6 million in the same period last year.
Excluding the after-tax start-up costs associated with the expansion into new
bearing products, restructuring and moving costs, and the foreign exchange loss,
net income decreased 50.6% to $5.3 million compared to $10.7 million for the
same adjusted period last year.
Six Month
Results
Net sales
for the six month period ended September 26, 2009 were $127.4 million, a
decrease of 31.8% from $186.7 million for the six month period ended September
27, 2008. Gross margin for the six month period ended September 26, 2009 was
$39.0 million compared to $60.8 million for the same period last year. Gross
margin as a percentage of net sales was 30.6% for the six month period of fiscal
2010 compared to 32.6% for the same period last year. The decline in gross
margin percentage was mainly driven by the current economic downturn combined
with start-up costs associated with the Company’s expansion into new bearing
products. Gross margin as a percentage of net sales, excluding $1.4
million of start-up costs, was 31.7% compared to 33.1% for the same adjusted
period last year.
For the
six month period ended September 26, 2009, the Company reported operating income
of $15.0 million compared to $32.2 million for the same period last year.
Operating income excluding start-up costs associated with the expansion into new
bearing products and restructuring and moving costs was $17.0 million for the
six month period ended September 26, 2009 compared to $34.1 million for the same
adjusted period last year. Operating income as a percentage of net sales
excluding these charges was 13.3% for the six month period ended September 26,
2009 compared to 18.3% for the same adjusted period last year.
Interest
expense, net for the six month period ended September 26, 2009 was $0.9 million,
a decrease of $0.4 million, from $1.3 million for the same period last
year.
Other
non-operating expense was a gain of $0.2 million for the six month period ended
September 26, 2009. 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 are included in net income.
Net
income for the six month period ended September 26, 2009 was $9.5 million
compared to net income of $20.3 million for the same period last year.
Excluding the after-tax start-up costs associated with the expansion into new
bearing products, restructuring and moving costs, and the foreign exchange gain,
net income was $10.6 million compared to $21.9 million for the same adjusted
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 866-783-2141 (international callers dial
857-350-1600) and enter conference ID # 27465595. An audio replay of the
call will be available from 2:00 p.m. ET on Friday, October 30th until 11:59
p.m. ET on Friday, November 6th. The replay can be accessed by dialing
888-286-8010 (international callers dial 617-801-6888) and entering conference
call ID # 82308929. 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 1,724 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
|
Six Months Ended
|
|||||||||||||||
|
September 26,
|
September 27,
|
September 26,
|
September 27,
|
|||||||||||||
|
2009
|
2008
|
2009
|
2008
|
|||||||||||||
|
Net
sales
|
$ | 63,657 | $ | 94,294 | $ | 127,389 | $ | 186,674 | ||||||||
|
Cost
of sales
|
44,564 | 64,077 | 88,392 | 125,902 | ||||||||||||
|
Gross
margin
|
19,093 | 30,217 | 38,997 | 60,772 | ||||||||||||
|
Operating
expenses:
|
||||||||||||||||
|
Selling,
general and administrative
|
11,132 | 13,952 | 22,751 | 27,079 | ||||||||||||
|
Other,
net
|
724 | 1,097 | 1,230 | 1,479 | ||||||||||||
|
Total
operating expenses
|
11,856 | 15,049 | 23,981 | 28,558 | ||||||||||||
|
Operating
income
|
7,237 | 15,168 | 15,016 | 32,214 | ||||||||||||
|
Interest
expense, net
|
460 | 650 | 929 | 1,331 | ||||||||||||
|
Loss
on early extinguishment of debt
|
- | - | - | 319 | ||||||||||||
|
Other
non-operating expense (income)
|
85 | 249 | (240 | ) | 166 | |||||||||||
|
Income
before income taxes
|
6,692 | 14,269 | 14,327 | 30,398 | ||||||||||||
|
Provision
for income taxes
|
2,288 | 4,681 | 4,856 | 10,127 | ||||||||||||
|
Net
income
|
$ | 4,404 | $ | 9,588 | $ | 9,471 | $ | 20,271 | ||||||||
|
Net
income per common share:
|
||||||||||||||||
|
Basic
|
$ | 0.20 | $ | 0.44 | $ | 0.44 | $ | 0.94 | ||||||||
|
Diluted
|
$ | 0.20 | $ | 0.44 | $ | 0.44 | $ | 0.93 | ||||||||
|
Weighted
average common shares:
|
||||||||||||||||
|
Basic
|
21,591,779 | 21,567,551 | 21,587,193 | 21,564,463 | ||||||||||||
|
Diluted
|
21,746,552 | 21,761,677 | 21,718,805 | 21,771,849 | ||||||||||||
RBC
Bearings Incorporated
Consolidated
Statements of Operations
(dollars
in thousands, except share and per share data)
(Unaudited)
|
Three
Months Ended
|
Six
Months Ended
|
|||||||||||||||
|
September
26,
|
September
27,
|
September
26,
|
September
27,
|
|||||||||||||
|
Reconciliation
of Reported Operating Income to
|
2009
|
2008
|
2009
|
2008
|
||||||||||||
|
Adjusted
Operating Income:
|
||||||||||||||||
|
Reported
operating income
|
$ | 7,237 | $ | 15,168 | $ | 15,016 | $ | 32,214 | ||||||||
|
Large
bearing start-up costs
|
892 | 645 | 1,374 | 1,043 | ||||||||||||
|
Restructuring
and moving costs
|
354 | 389 | 562 | 487 | ||||||||||||
|
Disposal
of fixed assets
|
- | 370 | 19 | 400 | ||||||||||||
|
Adjusted
operating income
|
$ | 8,483 | $ | 16,572 | $ | 16,971 | $ | 34,144 | ||||||||
|
Reconciliation
of Reported Net Income and
|
Three
Months Ended
|
Six
Months Ended
|
||||||||||||||
|
Net
Income Per Common Share to Adjusted Net
|
September
26,
|
September
27,
|
September
26,
|
September
27,
|
||||||||||||
|
Income
and Adjusted Net Income Per Common Share:
|
2009
|
2008
|
2009
|
2008
|
||||||||||||
|
Reported
net income
|
$ | 4,404 | $ | 9,588 | $ | 9,471 | $ | 20,271 | ||||||||
|
Large
bearing start-up costs (1)
|
587 | 433 | 908 | 696 | ||||||||||||
|
Restructuring
and moving costs (1)
|
233 | 261 | 372 | 325 | ||||||||||||
|
Disposal
of fixed assets (1)
|
- | 249 | 13 | 267 | ||||||||||||
|
Loss
on early extinguishment of debt (1)
|
- | - | - | 213 | ||||||||||||
|
Foreign
exchange loss (gain) on inter-company loans (1)
|
56 | 167 | (159 | ) | 111 | |||||||||||
|
Adjusted
net income
|
$ | 5,280 | $ | 10,698 | $ | 10,605 | $ | 21,883 | ||||||||
|
(1)
Item was tax effected at the effective tax rate.
|
||||||||||||||||
|
Adjusted
net income per common share:
|
||||||||||||||||
|
Basic
|
$ | 0.24 | $ | 0.50 | $ | 0.49 | $ | 1.01 | ||||||||
|
Diluted
|
$ | 0.24 | $ | 0.49 | $ | 0.49 | $ | 1.01 | ||||||||
|
Adjusted
weighted average common shares:
|
||||||||||||||||
|
Basic
|
21,591,779 | 21,567,551 | 21,587,193 | 21,564,463 | ||||||||||||
|
Diluted
|
21,746,552 | 21,761,677 | 21,718,805 | 21,771,849 | ||||||||||||
RBC
Bearings Incorporated
Consolidated
Statements of Operations
(dollars
in thousands, except share and per share data)
(Unaudited)
|
Three
Months Ended
|
Six
Months Ended
|
|||||||||||||||
|
September
26,
|
September
27,
|
September
26,
|
September
27,
|
|||||||||||||
|
Segment
Data, Net External Sales:
|
2009
|
2008
|
2009
|
2008
|
||||||||||||
|
Roller
bearings segment
|
$ | 17,311 | $ | 25,666 | $ | 32,879 | $ | 50,623 | ||||||||
|
Plain
bearings segment
|
30,262 | 43,181 | 61,262 | 86,896 | ||||||||||||
|
Ball
bearings segment
|
11,370 | 16,555 | 23,612 | 31,601 | ||||||||||||
|
Other
segment
|
4,714 | 8,892 | 9,636 | 17,554 | ||||||||||||
| $ | 63,657 | $ | 94,294 | $ | 127,389 | $ | 186,674 | |||||||||
|
Three
Months Ended
|
Six
Months Ended
|
|||||||||||||||
|
September
26,
|
September
27,
|
September
26,
|
September
27,
|
|||||||||||||
|
Selected
Financial Data:
|
2009
|
2008
|
2009
|
2008
|
||||||||||||
|
Depreciation
and amortization
|
$ | 2,976 | $ | 3,250 | $ | 5,867 | $ | 6,416 | ||||||||
|
Incentive
stock compensation expense
|
$ | 707 | $ | 553 | $ | 1,453 | $ | 1,105 | ||||||||
|
Cash
provided by operating activities
|
$ | 4,610 | $ | 2,230 | $ | 21,379 | $ | 23,943 | ||||||||
|
Capital
expenditures
|
$ | 1,751 | $ | 6,451 | $ | 6,021 | $ | 11,020 | ||||||||
|
Total
debt
|
$ | 63,005 | $ | 51,190 | ||||||||||||
|
Cash
and short-term investments
|
$ | 41,620 | $ | 9,262 | ||||||||||||
|
Total
debt minus cash and short-term investments
|
$ | 21,385 | $ | 41,928 | ||||||||||||
|
Backlog
|
$ | 160,530 | $ | 239,939 | ||||||||||||