-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, B+3U7GZHBSrUKv2zHI5B5lJuFaEYvJAO9ScO/9HPNjzYVMlcGn4d8yFtUfyOsnAy SDfYPz7KggaPxLPs8rnWsg== 0000082811-03-000006.txt : 20030421 0000082811-03-000006.hdr.sgml : 20030421 20030421103916 ACCESSION NUMBER: 0000082811-03-000006 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20030331 ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20030421 FILER: COMPANY DATA: COMPANY CONFORMED NAME: REGAL BELOIT CORP CENTRAL INDEX KEY: 0000082811 STANDARD INDUSTRIAL CLASSIFICATION: MOTORS & GENERATORS [3621] IRS NUMBER: 390875718 STATE OF INCORPORATION: WI FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-07283 FILM NUMBER: 03656405 BUSINESS ADDRESS: STREET 1: 200 STATE ST CITY: BELOIT STATE: WI ZIP: 53511 BUSINESS PHONE: 6083648800 MAIL ADDRESS: STREET 1: 200 STATE STREET CITY: BELOIT STATE: WI ZIP: 53511-6254 FORMER COMPANY: FORMER CONFORMED NAME: RECORD A PUNCH CORP DATE OF NAME CHANGE: 19690320 FORMER COMPANY: FORMER CONFORMED NAME: BELOIT TOOL CORP DATE OF NAME CHANGE: 19730522 8-K 1 fk81q.htm SECURITIES AND EXCHANGE COMMISSION



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 (Date of earliest event reported) April 21, 2003











REGAL-BELOIT CORPORATION

(Exact name of registrant as specified in its charter)






Wisconsin


1-7283


39-0875718

(State or other jurisdiction

of incorporation)

(Commission File Number)


(IRS Employer Identification No.)







200 State Street, Beloit, Wisconsin

53511


(Address of principal executive offices)

(Zip Code)







(608) 364-8800


Registrant’s telephone number, including area code










Item 7.

Financial Statements and Exhibits.


(a)

Not applicable.



(b)

Not applicable.



(c)

Exhibits. The following exhibit is being filed herewith.



(99) Press Release of REGAL-BELOIT CORPORATION

dated April 21, 2003





Item 9. Regulation FD Disclosure.

On April 21, 2003, REGAL-BELOIT CORPORATION (the “Company”) issued a press release disclosing, among other things, the Company’s first quarter financial results for the reporting period ended March 31, 2003. A copy of the Company’s press release is attached as Exhibit 99 to this Current Report on Form 8-K (this “Current Report”).



The Company intends that certain matters disclosed in this Current Report (including the exhibit hereto) are “forward-looking statements” intended to qualify for the safe harbor from liability established by the Private Securities Litigation Reform Act of 1995. All statements, other than statements of historical fact, are forward-looking statements. These forward-looking statements are not guarantees of future performance and are subject to certain risks, uncertainties, assumptions and other factors, some of which are beyond the Company’s control, that could cause actual results to differ materially from those anticipated as of April 21, 2003. Factors that could cause such a variance include, but are not limited to, cyclical downturns affecting the markets for capital goods, substantial increases in interest rates which impact the cost of the Company’s outstanding debt, the success of the Company’s management in increasing sales and maintaining or improving the operating margins of its business, the availability of or material increases in the costs of select raw materials or parts, actions taken by competitors, and the Company’s ability to satisfy various covenant requirements under its credit facility. Shareholders, potential investors, and other readers are urged to consider these factors in evaluating the forward-looking statements and are cautioned not to place undue reliance on such forward-looking statements. The forward-looking statements included in this Current Report (including the exhibit hereto) are made only as of April 21, 2003, and the Company undertakes no obligation to update publicly such forward-looking statements to reflect subsequent events or circumstances.



SIGNATURES





Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.







REGAL-BELOIT CORPORATION







By:

/s/ Kenneth F. Kaplan




Kenneth F. Kaplan




Vice President, Chief Financial Officer and Secretary

Dated: April 21, 2003










-2-








REGAL-BELOIT CORPORATION



Exhibit Index to Current Report on Form 8-K

Dated April 21, 2003





Exhibit


Number


(99)

Press Release of REGAL-BELOIT CORPORATION, dated April 21, 2003.







EX-99 3 pr-rel.htm REGAL BELOIT CORPORATION

Exhibit 99



REGAL-BELOIT CORPORATION

NEWS RELEASE


FOR RELEASE ON OR AFTER: April 21, 2003


FOR ADDITIONAL INFORMATION CONTACT:



Kenneth F. Kaplan


Vice President, Chief Financial Officer and Secretary


Phone: 608-364-8800

“At the Heart of What Drives Your World.”


Page 1 of 4









REGAL-BELOIT CORPORATION REPORTS

FIRST QUARTER 2003 EARNINGS OF $.24 PER SHARE



April 21, 2003 (Beloit, WI): James L. Packard, Chairman and Chief Executive Officer of REGAL-BELOIT CORPORATION (AMEX:RBC), today reported financial results for the first quarter of 2003.



Net income in the first quarter of 2003 increased 5% to $6.1 million from $5.8 million in the first quarter of 2002 and 33% from $4.6 million in the fourth quarter last year. Earnings per share were $.24 in 2003 compared to $.27 a year ago and $.18 in the fourth quarter of 2002. The Company’s public stock offering of 4.1 million shares in last year’s first quarter accounted for the lower 2003 EPS despite increased 2003 net income.



Net sales of the Company were $153.3 million in the first quarter, a 2% increase from comparable 2002 and a 5% sequential improvement from the fourth quarter of 2002. Sales in the Company’s Mechanical Group were 1% below the first quarter of 2002 and virtually unchanged from the fourth quarter of 2002, while the Electrical Group’s 2003 sales were 3% higher than comparable 2002 and showed a 7% sequential improvement from the fourth quarter last year.



Both Groups showed sequential operating margin improvements in the first quarter of 2003 from the fourth quarter of 2002, the Mechanical Group increasing to 6.1% of sales from 1.9% (4.4% excluding a $1.2 million fourth quarter plant consolidation charge) and the Electrical Group to 7.9% from 7.6%, respectively. Income from operations of the Company was $11.2 million in the first quarter of 2003, a decrease of 11% from comparable 2002, but a 32% increase from the fourth quarter of 2002. The operating margin increase from the fourth quarter was due to a combination of increased sales and higher gross profit margin. (See accompanying financial schedules for segment data.)



The Company’s long-term debt was $223.0 million at March 31, 2003, virtually unchanged from year-end 2002. Cash flow from operations was $6.4 million during the quarter, led by $6.1 million of net income, depreciation of $5.3 million, and $6.6 million of increased current liabilities, partially offset by a $9.5 million increase in accounts receivable due to the 5% sequential sales increase.



“In our 2002 year-end earnings release, we indicated that we did not believe recovery in our markets would commence in the first quarter of this year,” said James Packard, Chairman and CEO. “It did not, though our sales and earnings did improve and were in line with our expectations for the quarter. Economic uncertainty, enhanced by the war in Iraq, continues to keep restraints on the start of economic recovery.”



REGAL-BELOIT CORPORATION

NEWS RELEASE


FOR RELEASE ON OR AFTER: April 21, 2003


FOR ADDITIONAL INFORMATION CONTACT:



Kenneth F. Kaplan


Vice President, Chief Financial Officer and Secretary


Phone: 608-364-8800

“At the Heart of What Drives Your World.”


Page 2 of 4





“Our people are using this time wisely,” Mr. Packard added. “The progress we are making with our many profit improvement initiatives, including plant rationalization programs, new product introductions, sales promotion programs, foreign sourcing and joint ventures, among others, should provide significant benefits in the coming quarters and years.”



“We continue to have optimism that we will see meaningful recovery begin in our markets in 2003. However, in light of the economic news of recent weeks, it is uncertain if we will see such improvement in the second quarter of 2003. Accordingly, we estimate that our second quarter earnings will be in a range of $.24 - $.28 per share.”



REGAL-BELOIT CORPORATION is a leading manufacturer of mechanical and electrical motion control and power generation products serving markets throughout the world. REGAL-BELOIT is headquartered in Beloit, Wisconsin, and has manufacturing, sales, and service facilities throughout the United States and Canada, and in Europe and Asia.





REGAL-BELOIT will be holding a telephone conference call pertaining to this news release at 10:00 AM CDT (11:00 AM EDT) on Monday, April 21, 2003. Interested parties should call 1-800-450-0821 a few minutes before the call is scheduled, referencing the REGAL-BELOIT conference call.



CAUTIONARY STATEMENT

The following is a cautionary statement made under the Private Securities Litigation Reform Act of 1995: With the exception of historical facts, the statements contained in this news release may be forward looking statements. Actual results may differ from those contemplated. Forward looking statements involve risks and uncertainties, including but not limited to, the following risks: 1) cyclical downturns affecting the markets for capital goods, 2) substantial increases in interest rates that impact the cost of the Company’s outstanding debt, 3) our success in increasing sales and maintaining or improving the operating margins of our businesses, 4) the availability of or material increases in the costs of select raw materials or parts, 5) actions taken by our competitors, and 6) our ability to satisfy various covenant requirements under our credit facility. Investors are directed to the Company’s documents, such as our Annual Report on Form 10-K and Form 10-Q’s filed with the Securities and Exchange Commission.





# # #


Corporate Offices

200 State Street ● Beloit, WI 53511-6254

608-364-8800 ● Fax: 608-364-8818






REGAL BELOIT CORPORATION

NEWS RELEASE


FOR RELEASE ON OR AFTER: April 21, 2003


FOR ADDITIONAL INFORMATION CONTACT:



Kenneth F. Kaplan


Vice President, Chief Financial Officer and Secretary


Phone: 608-364-8800

“At the Heart of What Drives Your World.”


Page 3 of 4



STATEMENTS OF INCOME


In Thousands of Dollars Except Per Share Data

(Unaudited)



Three Months Ended



March 31,



2003


2002

Net Sales


$ 153,324


$ 150,380

Cost of Sales


117,091


114,054

Gross Profit


36,233


36,326

Operating Expenses


24,990


23,765

Income From Operations


11,243


12,561

Interest Expense


1,576


3,469

Interest Income


36


20

Income Before Taxes


9,703


9,112

Provision For Income Taxes


3,635


3,324

Net Income


$ 6,068


$ 5,788

Per Share of Common Stock





Earnings Per Share


$ .24


$ .27

Earnings Per Share – Assuming Dilution


$ .24


$ .27

Cash Dividends Declared


$ .12


$ .12

Average Number of Shares Outstanding


25,025,115


21,663,170

Average Number of Shares – Assuming Dilution


25,204,257


21,758,905





CONDENSED BALANCE SHEETS





In Thousands Of Dollars







(Unaudited)


(Audited)



March 31, 2003


December 31, 2002

Assets





Current Assets:





Cash and Cash Equivalents


$ 6,474


$ 5,591

Receivables, less reserves of $1,286 in

2003 and $1,465 in 2002


89,043


79,099

Inventories


138,317


134,037

Other Current Assets


12,089


10,805

Total Current Assets


245,923


229,532

Net Property, Plant and Equipment


173,294


173,740

Goodwill


313,265


313,265

Other Noncurrent Assets


16,432


17,451

Total Assets


$ 748,914


$ 733,988






Liabilities and Shareholder’s Investment





Current Liabilities


$ 80,658


$ 72,127

Long-Term Debt


222,968


222,812

Other Noncurrent Liabilities


60,020


57,626

Shareholders’ Investment


385,268


381,423

Total Liabilities and Shareholders’ Investment


$ 748,914


$ 733,988




REGAL BELOIT CORPORATION

NEWS RELEASE


FOR RELEASE ON OR AFTER: April 21, 2003


FOR ADDITIONAL INFORMATION CONTACT:



Kenneth F. Kaplan


Vice President, Chief Financial Officer and Secretary


Phone: 608-364-8800

“At the Heart of What Drives Your World.”


Page 4 of 4





NOTES TO FINANCIAL STATEMENTS



1.

Certain footnotes and other information normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States have been condensed or omitted from these statements, and therefore these statements should be read in conjunction with the Company’s 2002 Annual Report and Securities and Exchange Commission filings.



2.

The results of operations for the interim periods are not necessarily indicative of the results to be expected for the year. Certain items, such as income taxes, LIFO charges and various other accruals, are included in these statements based on estimates for the entire year.









SEGMENT INFORMATION









In Thousands of Dollars




















(Unaudited)



Mechanical Group


Electrical Group



Three Months Ended


Three Months Ended



March 31,


March 31,



2003


2002


2003


2002

Net Sales


$ 45,675


$ 46,274


$ 107,649


$ 104,106

Income From Operations


$ 2,773


$ 3,806


$ 8,470


$ 8,755





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