UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of
1934
Date
of
report:
August 9, 2007 (Date of earliest event reported: August 9,
2007)
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, Including 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):
o Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
o Soliciting
material pursuant to Rule 14a-12 under
the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement
communications pursuant to Rule
14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o 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
August
9, 2007 RBC Bearings Incorporated (the “Company”) issued a press release
announcing its financial results for the quarter ended June 30, 2007 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 9,
2007.
|
2
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 9, 2007
|
RBC
BEARINGS INCORPORATED
|
||
| |
|
|
| By: |
/s/
Thomas J. Williams
|
|
|
Name:
Thomas J. Williams
|
||
|
Title:
Corporate General Counsel &
Secretary
|
||
3
Exhibit
99.1
Press
release
RBC
Bearings Incorporated Announces Fiscal 2008 First Quarter
Results
Oxford,
CT - August 9, 2007 - 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 2008.
First
Quarter Highlights
|
($
in millions)
|
Q1
Fiscal 2008
|
Q1
Fiscal 2007
|
Change
|
||||||||||||||||
|
GAAP
|
Adjusted
(1)
|
GAAP
|
Adjusted
(1)
|
GAAP
|
Adjusted
(1)
|
||||||||||||||
|
Net
sales
|
$
|
79.8
|
$
|
75.2
|
6.1
|
%
|
|||||||||||||
|
Gross
margin
|
$
|
27.4
|
$
|
23.5
|
16.7
|
%
|
|||||||||||||
|
Gross
margin %
|
34.4
|
%
|
31.2
|
%
|
|||||||||||||||
|
Operating
income
|
$
|
15.8
|
$
|
13.5
|
16.9
|
%
|
|||||||||||||
|
Net
income
|
$
|
9.8
|
$
|
5.0
|
$
|
7.3
|
95.6
|
%
|
33.9
|
%
|
|||||||||
|
Diluted
EPS
|
$
|
0.45
|
$
|
0.24
|
$
|
0.35
|
87.5
|
%
|
28.6
|
%
|
|||||||||
(1)
Results exclude items listed in reconciliation
below.
“We
are
pleased with our overall performance in the first quarter of fiscal 2008, both
in terms of revenue growth and margin expansion,” stated Dr. Michael J.
Hartnett, Chairman, President and Chief Executive Officer. “We are particularly
excited about our recent acquisitions of Phoenix Bearings and Coastal Bearing
Services. These acquisitions, along with our ongoing internal efforts, have
allowed us to continue to expand our product portfolio, enabling stronger
service offerings to our customers.”
First
Quarter Results
Net
sales
for the first quarter of fiscal 2008 were $79.8 million, an increase of 6.1%
from $75.2 million in the first quarter of fiscal 2007. Gross margin for the
first quarter rose 16.7% to $27.4 million compared to $23.5 million for the
same
period last year. Gross margin as a percentage of net sales improved to 34.4%
in
the first quarter of fiscal 2008 compared to 31.2% for the same period last
year. The improvement in gross margin percentage was mainly driven by volume,
mix, and continued cost reduction.
Operating
income for the first quarter of fiscal 2008 was $15.8 million, an increase
of
16.9% compared to operating income of $13.5 million for the same period last
year. As a percentage of net sales, operating income was 19.8% compared to
17.9%
for the same period last year.
Interest
expense, net for the first quarter of fiscal 2008 was $0.9 million, a decrease
of $1.3 million, from $2.2 million for the same period last year. This was
driven primarily by debt reduction in fiscal 2007 and the first quarter of
fiscal 2008.
Net
income increased 95.6% to $9.8 million compared to $5.0 million for the same
period last year. Excluding the after-tax loss of $2.3 million on early
extinguishment of debt recorded in the first quarter of last year, net income
increased 33.9% to $9.8 million compared to $7.3 million for the adjusted period
last year.
Acquisition
of Phoenix Bearings Limited
On
May
22, 2007, the Company acquired the capital stock of Phoenix Bearings Limited
(“Phoenix”) for approximately $4.4 million in cash. Phoenix, located in
Gloucestershire, England, manufactures bearings for the steel and mining
industries as well as other general industrial applications with bore sizes
ranging from 100 millimeters to one meter. Phoenix generated revenues of
approximately $4.5 million in its most recent calendar year. The financial
results of Phoenix will be reported as part of the Company’s Roller Bearings
segment.
Acquisition
of Coastal Bearing Services
On
July
25, 2007, the Company acquired the assets of CBS/Coastal Bearing Services
(“CBS”) for approximately $3.7 million in cash. CBS, located in Houston, Texas,
manufactures, inspects, and refurbishes large bearings for the oil and mining
industries, as well as other general industrial applications with sizes ranging
up to 124 inches in diameter. CBS generated revenues of approximately $3.1
million in its most recent calendar year. The financial results of CBS will
be
reported as part of the Company’s Ball Bearings segment.
Outlook
“We
continue to broaden our customer base and we expect that our performance for
the
balance of the fiscal year will continue to be strong. As we move through fiscal
2008, I am confident we can continue to build on the record year we posted
in
fiscal 2007. I would like to emphasize our commitment to enhancing shareholder
value by delivering on our core growth initiatives, applying discipline to
enhance margins, and managing our capital with a keen eye to maximize
shareholder value,” concluded Dr. Hartnett.
Based
on
current market conditions, the Company expects financial performance in its
second quarter of fiscal 2008 to be as follows:
|
§
|
Net
sales in the range of $78.0 - $80.0
million
|
|
§
|
Operating
income in the range of $13.0 - $14.0 million
|
Live
Webcast
RBC
Bearings Incorporated will host a webcast at 10:30 a.m. ET today to discuss
the
quarterly results. To access the webcast, go to the investor relations portion
of the Company’s web site, 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
888-680-0894 (international callers dial 617-213-4860) and enter conference
call
ID # 59140531. An audio replay of the call will be available from 12:30 p.m.
ET
on Thursday, August 9th, until 11:59 p.m. ET on Thursday, August 23th. The
replay can be accessed by dialing 888-286-8010 (international callers dial
617-801-6888) and entering conference call ID # 21786797.
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 1,900 people and
operates 18 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
Ashton
Partners
Steve
Calk
800-281-1163
investors@rbcbearings.com
|
RBC
Bearings Incorporated
|
|||||||
|
Consolidated
Statements of Operations
|
|||||||
|
(dollars
in thousands, except share and per share data)
|
|||||||
|
(unaudited)
|
|||||||
|
|
|||||||
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Three
Months Ended
|
|||||||
|
June
30,
|
July
1,
|
||||||
|
2007
|
2006
|
||||||
|
Net
sales
|
$
|
79,823
|
$
|
75,231
|
|||
|
Cost
of sales
|
52,378
|
51,722
|
|||||
|
Gross
margin
|
27,445
|
23,509
|
|||||
|
Operating
expenses:
|
|||||||
|
Selling,
general and administrative
|
11,302
|
9,627
|
|||||
|
Other,
net
|
362
|
384
|
|||||
|
Total
operating expenses
|
11,664
|
10,011
|
|||||
|
Operating
income
|
15,781
|
13,498
|
|||||
|
Interest
expense, net
|
866
|
2,162
|
|||||
|
Loss
on early extinguishment of debt
|
-
|
3,576
|
|||||
|
Income
before income taxes
|
14,915
|
7,760
|
|||||
|
Provision
for income taxes
|
5,090
|
2,736
|
|||||
|
Net
income
|
$
|
9,825
|
$
|
5,024
|
|||
|
Net
income per common share:
|
|||||||
|
Basic
|
$
|
0.46
|
$
|
0.25
|
|||
|
Diluted
|
$
|
0.45
|
$
|
0.24
|
|||
|
Weighted
average common shares:
|
|||||||
|
Basic
|
21,377,482
|
20,088,482
|
|||||
|
Diluted
|
21,882,470
|
20,913,218
|
|||||
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
|
|||||||
|
June
30,
|
July
1,
|
||||||
|
2007
|
2006
|
||||||
|
Reported
net income
|
$
|
9,825
|
$
|
5,024
|
|||
|
Loss
on early extinguishment of debt, tax effected
|
-
|
2,315
|
|||||
|
Net
income
|
$
|
9,825
|
$
|
7,339
|
|||
|
|
|||||||
|
Adjusted
net income per common share:
|
|||||||
|
Basic
|
$
|
0.46
|
$
|
0.37
|
|||
|
Diluted
|
$
|
0.45
|
$
|
0.35
|
|||
|
|
|||||||
|
Weighted
average common shares:
|
|||||||
|
Basic
|
21,377,482
|
20,088,482
|
|||||
|
Diluted
|
21,882,470
|
20,913,218
|
|||||
|
Three
Months Ended
|
|||||||
|
June
30,
|
July
1,
|
||||||
|
Segment
Data, Net External Sales:
|
2007
|
2006
|
|||||
|
Roller
bearing segment
|
$
|
23,643
|
$
|
24,241
|
|||
|
Plain
bearing segment
|
37,720
|
34,029
|
|||||
|
Ball
bearing segment
|
13,421
|
12,162
|
|||||
|
Other
segment
|
5,039
|
4,799
|
|||||
|
$
|
79,823
|
$
|
75,231
|
||||
|
Three
Months Ended
|
|||||||
|
June
30,
|
July
1,
|
||||||
|
Selected
Financial Data:
|
2007
|
2006
|
|||||
|
Depreciation
and amortization
|
$
|
2,413
|
$
|
2,403
|
|||
|
Cash
provided by operating activities
|
$
|
13,430
|
$
|
12,909
|
|||
|
Capital
expenditures
|
$
|
6,623
|
$
|
2,611
|
|||
|
Total
debt
|
$
|
55,405
|
$
|
90,715
|
|||
|
Cash
|
$
|
4,615
|
$
|
9,057
|
|||
|
Total
debt minus cash
|
$
|
50,790
|
$
|
81,658
|
|||
|
Backlog
|
$
|
185,034
|
$
|
167,457
|
|||