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:
February 7, 2008 (Date of earliest event reported: February 7,
2008)
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):
□
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))
Page
1
Item
2.02. Results of Operations and Financial Condition.
On
February 7, 2008 RBC Bearings Incorporated (the “Company”) issued a press
release announcing its financial results for the quarter ended December
29, 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
February 7, 2008.
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 7, 2008
|
|
RBC
BEARINGS INCORPORATED
|
|
|
|
|
|
|
By:
|
/s/
Thomas J. Williams
|
|
|
|
|
Name:
Thomas J. Williams
|
|
|
|
Title:
Corporate General Counsel &
Secretary
|
Press
release
RBC
Bearings Incorporated Announces Fiscal 2008 Third Quarter
Results
Oxford,
CT - February 7, 2008 - 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 December 29, 2007.
Third
Quarter Highlights
|
($
in millions)
|
Q3
Fiscal 2008
|
Q3
Fiscal 2007
|
Change
|
|||||
|
GAAP
|
Adjusted
(1)
|
GAAP
|
Adjusted
(1)
|
GAAP
|
Adjusted
(1)
|
|||
|
Net
sales
|
$80.4
|
|
$76.5
|
|
5.0%
|
|
||
|
Gross
margin
|
$27.6
|
|
$24.5
|
|
12.3%
|
|
||
|
Gross
margin %
|
34.3%
|
|
32.1%
|
|
||||
|
Operating
income
|
$15.1
|
$15.3
|
$14.3
|
$13.6
|
5.4%
|
12.4%
|
||
|
Net
income
|
$9.6
|
$9.5
|
$9.4
|
$8.1
|
2.4%
|
17.9%
|
||
|
Diluted
EPS
|
$0.44
|
$0.44
|
$0.44
|
$0.38
|
0.0%
|
15.8%
|
||
|
(1)
Results exclude items in reconciliation below.
|
||||||||
Nine
Month Highlights
|
($
in millions)
|
Q3
Fiscal 2008
|
|
Q3
Fiscal 2007
|
|
Change
|
|||
|
|
GAAP
|
Adjusted
(1)
|
|
GAAP
|
Adjusted
(1)
|
|
GAAP
|
Adjusted
(1)
|
|
Net
sales
|
$238.5
|
|
$225.0
|
|
6.0%
|
|
||
|
Gross
margin
|
$81.2
|
|
$71.6
|
|
13.5%
|
|
||
|
Gross
margin %
|
34.1%
|
|
31.8%
|
|
||||
|
Operating
income
|
$44.9
|
$45.6
|
$40.4
|
$40.1
|
11.0%
|
13.6%
|
||
|
Net
income
|
$28.2
|
$28.5
|
$21.8
|
$23.1
|
29.4%
|
23.3%
|
||
|
Diluted
EPS
|
$1.29
|
$1.30
|
$1.03
|
$1.09
|
25.2%
|
19.3%
|
||
|
(1)
Results exclude items in reconciliation below.
|
||||||||
“RBC
Bearings achieved strong performance this quarter as we continued to experience
increased demand from many of our end markets," said Dr. Michael J. Hartnett,
Chairman and Chief Executive Officer. "During the third quarter, our business
performed very well on a year-over-year basis highlighted by significant
improvements in gross margin, operating income, net income, and backlog. We
are
also pleased to have delivered EPS growth of 15.8% on an adjusted basis for
the
third quarter. This continued progress is the result of many years of effort
to
improve and expand our manufacturing operations, broaden our product offerings,
and increase our market penetration. I believe that today the Company is showing
excellent momentum in all these areas as we enter our last fiscal quarter of
2008.”
Third
Quarter Results
Net
sales
for the third quarter of fiscal 2008 were $80.4 million, an increase of 5.0%
from $76.5 million in the third quarter of fiscal 2007. Net sales for the third
quarter of fiscal 2008 increased 8.9% excluding the impact of the decrease
in
the class 8 heavy truck market. Gross margin for the third quarter rose 12.3%
to
$27.6 million compared to $24.5 million for the same period last year. Gross
margin as a percentage of net sales improved to 34.3% in the third quarter
of
fiscal 2008 compared to 32.1% for the same period last year.
Operating
income increased 5.4% to $15.1 million for the third quarter of fiscal 2008
compared to $14.3 million for the same period last year. Operating income as
a
percentage of net sales was 18.8% for the third quarter of fiscal 2008 compared
to 18.7% for the same period last year. Operating income, excluding plant moving
and consolidation costs and disposal of fixed assets, was $15.3 million, an
increase of 12.4% compared to adjusted operating income for the same period
last
year. As a percentage of net sales, operating income, excluding these charges,
was 19.0% compared to 17.7% for the same adjusted period last year.
Interest
expense, net for the third quarter of fiscal 2008 was $0.7 million, a decrease
of $0.5 million, from $1.2 million for the same period last year.
For
the
third quarter of fiscal 2008, the Company reported net income of $9.6 million
compared to net income of $9.4 million in the same period last year. Net income
excluding the after tax impact of plant moving and consolidation costs, disposal
of fixed assets, and the CDSOA payment, increased 17.9% to $9.5 million compared
to $8.1 million for the same adjusted period last year.
Nine
Month Results
Net
sales
for the nine month period ended December 29, 2007 were $238.5 million, an
increase of 6.0% from $225.0 million for the nine month period ended December
30, 2006. Net sales for the nine month period ended December 29, 2007 increased
10.6%, excluding the impact of the decrease in the class 8 heavy truck market.
Gross margin rose 13.5% to $81.2 million compared to $71.6 million for the
same
nine month period last year. Gross margin as a percentage of net sales improved
to 34.1% for the first nine months of fiscal 2008 compared to 31.8% for the
same
period last year.
For
the
nine month period ended December 29, 2007, the Company reported operating income
of $44.9 million compared to $40.4 million for the same period last year.
Operating income, excluding plant moving and consolidation costs and disposal
of
fixed assets increased 13.6% to $45.6 million for the nine months ended December
29, 2007 compared to $40.1 million for the same adjusted period last year.
Operating income as a percentage of net sales excluding these charges was 19.1%
for the first nine months of fiscal 2008 compared to 17.8% for the same adjusted
period last year.
Interest
expense, net for the nine month period ended December 29, 2007 was $2.3 million,
a decrease of $2.3 million from $4.6 million for the same period last year.
Net
income for the nine month period ended December 29, 2007 was $28.2 million
compared to net income of $21.8 million for the same period last year. Net
income, excluding the after tax impact of plant moving and consolidation costs,
disposal of fixed assets, and the CDSOA payment, increased 23.3% to $28.5
million for the first nine months of fiscal 2008 compared to $23.1 million
for
the same adjusted period last year.
CDSOA
Payment
In
December 2007, the Company received approximately $0.3 million in payments
under
the U.S. Continued Dumping and Subsidy Offset Act “CDSOA” compared to $1.2
million received in December 2006. 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 Statements of Operations.
Outlook
“As
we
look forward to the end of fiscal 2008, we remain focused on delivering
profitable growth, and our emphasis on new product innovation and continued
process improvement will help us to deliver on both the top and bottom-line.
We
remain committed to delivering outstanding customer service, seeking strategic
growth opportunities, and increasing shareholder value. We believe our market
position and engineering capabilities will allow us to expand our niche
applications and effectively serve our strong customer base,” concluded Dr.
Hartnett.
Based
on
current market conditions, the Company expects financial performance in its
fourth quarter of fiscal 2008 to be as follows:
| § |
Net
sales in the range of $88.0 - $92.0
million
|
| § |
Operating
income in the range of $18.0 - $19.0 million
|
Live
Webcast
RBC
Bearings Incorporated will host a webcast tomorrow, February 8th at 10:30 a.m.
ET to discuss the quarterly results. To access the webcast, go to the investor
relations portion of the Company’s web site, www.rbcbearings.com,
on the
day of the conference call and click on the webcast icon. If you do not have
access to the Internet and wish to listen to the call, dial 888-680-0890
(international callers dial 617-213-4857) and enter conference call ID #
73001813. An audio replay of the call will be available from 12:30 p.m. ET
on
Friday, February 8th until 11:59 p.m. ET on Friday, February 22nd. The replay
can be accessed by dialing 888-286-8010 (international callers dial
617-801-6888) and entering conference call ID # 57020961.
Investors
are advised to dial into the call at least ten minutes prior to the call to
register. Participants may pre-register for the call at:
www.theconferencingservice.com/prereg/key.process?key=PAQUFHH7J
Pre-registrants
will be issued a PIN number to use when dialing into the live call which will
provide quick access to the conference by bypassing the operator upon
connection.
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 the Company believes are unusual.
The
Company 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 2,045 people and
operates 20 manufacturing facilities in 4 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
Ashton
Partners
Michael
Cummings
(800)
281-1163
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
|
|
||||||||||
|
|
|
December
29,
|
|
December
30,
|
|
December
29,
|
|
December
30,
|
|
||||
|
|
|
2007
|
|
2006
|
|
2007
|
|
2006
|
|||||
|
Net
sales
|
$
|
80,407
|
$
|
76,544
|
$
|
238,462
|
$
|
225,023
|
|||||
|
Cost
of sales
|
52,853
|
52,001
|
157,226
|
153,468
|
|||||||||
|
Gross
margin
|
27,554
|
24,543
|
81,236
|
71,555
|
|||||||||
|
Operating
expenses:
|
|||||||||||||
|
Selling,
general and administrative
|
12,042
|
10,762
|
35,232
|
30,999
|
|||||||||
|
Other,
net
|
401
|
(552
|
)
|
1,117
|
115
|
||||||||
|
Total
operating expenses
|
12,443
|
10,210
|
36,349
|
31,114
|
|||||||||
|
Operating
income
|
15,111
|
14,333
|
44,887
|
40,441
|
|||||||||
|
Interest
expense, net
|
744
|
1,225
|
2,291
|
4,590
|
|||||||||
|
Loss
on early extinguishment of debt
|
-
|
-
|
27
|
3,576
|
|||||||||
|
Other
non-operating expense (income)
|
(255
|
)
|
(1,227
|
)
|
(255
|
)
|
(1,227
|
)
|
|||||
|
Income
before income taxes
|
14,622
|
14,335
|
42,824
|
33,502
|
|||||||||
|
Provision
for income taxes
|
5,041
|
4,976
|
14,669
|
11,741
|
|||||||||
|
Net
income
|
$
|
9,581
|
$
|
9,359
|
$
|
28,155
|
$
|
21,761
|
|||||
|
Net
income per common share:
|
|||||||||||||
|
Basic
|
$
|
0.45
|
$
|
0.45
|
$
|
1.31
|
$
|
1.07
|
|||||
|
Diluted
|
$
|
0.44
|
$
|
0.44
|
$
|
1.29
|
$
|
1.03
|
|||||
|
Weighted
average common shares:
|
|||||||||||||
|
Basic
|
21,458,764
|
20,573,670
|
21,422,581
|
20,319,173
|
|||||||||
|
Diluted
|
21,833,870
|
21,439,491
|
21,811,793
|
21,149,868
|
|||||||||
RBC
Bearings Incorporated
Consolidated
Statements of Operations
(dollars
in thousands, except share and per share data)
(Unaudited)
|
Three
Months Ended
|
|
Nine
Months Ended
|
|
||||||||||
|
|
|
December
29,
|
|
December
30,
|
|
December
29,
|
|
December
30,
|
|
||||
|
Reconciliation
of Reported Operating Income to
|
|
2007
|
|
2006
|
|
2007
|
|
2006
|
|||||
|
Adjusted
Operating Income:
|
|||||||||||||
|
Reported
operating income
|
$
|
15,111
|
$
|
14,333
|
$
|
44,887
|
$
|
40,441
|
|||||
|
RBC
API facility moving costs
|
111
|
-
|
589
|
-
|
|||||||||
|
Nice
facility consolidation expense
|
-
|
42
|
-
|
357
|
|||||||||
|
Gain
on sale of Nice building
|
-
|
(797
|
)
|
-
|
(797
|
)
|
|||||||
|
Disposal
of fixed assets
|
42
|
5
|
105
|
121
|
|||||||||
|
Adjusted
operating income
|
$
|
15,264
|
$
|
13,583
|
$
|
45,581
|
$
|
40,122
|
|||||
|
Reconciliation
of Reported Net Income and
|
Three
Months Ended
|
Nine
Months Ended
|
|||||||||||
|
Net
Income Per Common Share to Adjusted Net
|
December
29,
|
December
30,
|
December
29,
|
December
30,
|
|||||||||
|
Income
and Adjusted Net Income Per Common Share:
|
2007
|
2006
|
2007
|
2006
|
|||||||||
|
Reported
net income
|
$
|
9,581
|
$
|
9,359
|
$
|
28,155
|
$
|
21,761
|
|||||
|
RBC
API facility moving costs (1)
|
73
|
-
|
387
|
-
|
|||||||||
|
Nice
facility consolidation expense (1)
|
-
|
27
|
-
|
232
|
|||||||||
|
Gain
on sale of Nice building (1)
|
-
|
(520
|
)
|
-
|
(518
|
)
|
|||||||
|
Disposal
of fixed assets (1)
|
28
|
3
|
69
|
79
|
|||||||||
|
Loss
on early extinguishment of debt (1)
|
-
|
-
|
18
|
2,324
|
|||||||||
|
CDSOA
payment (1)
|
(167
|
)
|
(801
|
)
|
(168
|
)
|
(798
|
)
|
|||||
|
Adjusted
net income
|
$
|
9,515
|
$
|
8,068
|
$
|
28,461
|
$
|
23,080
|
|||||
|
(1)
Item was tax effected at the effective tax rate.
|
|||||||||||||
|
Adjusted
net income per common share:
|
|||||||||||||
|
Basic
|
$
|
0.44
|
$
|
0.39
|
$
|
1.33
|
$
|
1.14
|
|||||
|
Diluted
|
$
|
0.44
|
$
|
0.38
|
$
|
1.30
|
$
|
1.09
|
|||||
|
Adjusted
weighted average common shares:
|
|||||||||||||
|
Basic
|
21,458,764
|
20,573,670
|
21,422,581
|
20,319,173
|
|||||||||
|
Diluted
|
21,833,870
|
21,439,491
|
21,811,793
|
21,149,868
|
|||||||||
RBC
Bearings Incorporated
Consolidated
Statements of Operations
(dollars
in thousands, except share and per share data)
(Unaudited)
|
Three
Months Ended
|
|
Nine
Months Ended
|
|
||||||||||
|
|
|
December
29,
|
|
December
30,
|
|
December
29,
|
|
December
30,
|
|
||||
|
Segment
Data, Net External Sales:
|
|
2007
|
|
2006
|
|
2007
|
|
2006
|
|||||
|
Roller
bearings segment
|
$
|
22,832
|
$
|
21,348
|
$
|
69,582
|
$
|
68,945
|
|||||
|
Plain
bearings segment
|
38,653
|
37,166
|
112,548
|
104,250
|
|||||||||
|
Ball
bearings segment
|
13,004
|
13,382
|
40,257
|
37,722
|
|||||||||
|
Other
segment
|
5,918
|
4,648
|
16,075
|
14,106
|
|||||||||
|
$
|
80,407
|
$
|
76,544
|
$
|
238,462
|
$
|
225,023
|
||||||
|
Three
Months Ended
|
|
Nine
Months Ended
|
|
||||||||||
|
|
|
December
29,
|
|
December
30,
|
|
December
29,
|
|
December
30,
|
|
||||
|
Selected
Financial Data:
|
|
2007
|
|
2006
|
|
2007
|
|
2006
|
|||||
|
Depreciation
and amortization
|
$
|
2,670
|
$
|
2,583
|
$
|
7,616
|
$
|
7,531
|
|||||
|
Cash
provided by operating activities
|
$
|
1,016
|
$
|
14,789
|
$
|
24,606
|
$
|
42,200
|
|||||
|
Capital
expenditures
|
$
|
3,159
|
$
|
3,448
|
$
|
14,288
|
$
|
8,031
|
|||||
|
Total
debt
|
$
|
51,250
|
$
|
72,681
|
|||||||||
|
Cash
on hand
|
$
|
9,194
|
$
|
13,456
|
|||||||||
|
Total
debt minus cash on hand
|
$
|
42,056
|
$
|
59,225
|
|||||||||
|
Backlog
|
$
|
192,663
|
$
|
178,087
|
|||||||||