(State or other jurisdiction of (IRS Employer Identification Number)
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.YES _X_ NO ___
Indicate the number of shares outstanding of each of the issuers' classes of common stock as of the latest practicable date.
25,012,851 Shares, Common Stock, $.01 Par Value
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Item 1 - Financial Statements
Condensed Consolidated Balance Sheets
Consolidated Statements of Income
Condensed Consolidated Statements of Cash Flows
Notes to Consolidated Financial Statements
Item 2 - Management's Discussion and Analysis of Financial
Condition and Results of Operations
Item 3 - Quantitative and Qualitative Disclosures about Market Risk
Item 4 - Submission of Matters to a Vote of Security Holders
Item 6 - Exhibits and Reports on Form 8-K
Signature
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FINANCIAL INFORMATIONREGAL-BELOIT CORPORATIONCONDENSED CONSOLIDATED BALANCE SHEETS(In Thousands of Dollars)
ASSETS
Cash and Cash Equivalents
Receivables, less reserves of $1,589 in 2002
and $2,233 in 2001
Inventories
Other Current Assets
Total Current Assets
Less - Accumulated Depreciation
Net Property, Plant and Equipment
Total Assets
Accounts Payable
Federal and State Income Taxes
Other Current Liabilities
Total Current Liabilities
Common Stock, $.01 par value, 50,000,000 shares
authorized, 25,012,351 issued in 2002 and
20,877,249 issued in 2001
Additional Paid-In Capital
Less - Treasury Stock, at cost, 159,900 Shares in
2002 and in 2001
Retained Earnings
Accumulated Other Comprehensive Loss
Total Shareholders' Investment
Total Liabilities and Shareholders'Investment
Investment
See accompanying notes.
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REGAL-BELOIT CORPORATIONCONSOLIDATED STATEMENTS OF INCOME(In Thousands of Dollars, Except Per Share Data)
Gross Profit
Income From Operations
Income Before Taxes
Net Income
Earnings Per Share
Cash Dividends Declared
Dilution
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REGAL-BELOIT CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In Thousands of Dollars)
Net income
Adjustments to reconcile net income to net cash
provided from operating activities:
Depreciation, amortization and deferred income taxes
deferred income taxes
Change in assets and liabilities:
Current assets, other than cash
Current liabilities, other than notes payable
Net cash provided from operating activities
Additions to property, plant and equipment
Business acquisitions
Sale of property, plant and equipment
Other, net
Net cash used in investing activities
Proceeds from Stock Offering
Repayment of long-term debt
Repurchase of common stock
Dividends paid to shareholders
Net cash used in financing activities
Net increase (decrease) in cash and cash equivalents
Cash and cash equivalents at beginning of period
Cash and cash equivalents at end of period
Cash paid during year for:
Interest
Income taxes
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2002
1. BASIS OF PRESENTATION
The condensed financial statements include the accounts of REGAL-BELOIT Corporation and its wholly owned subsidiaries and have been prepared by the Company, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission. All adjustments which management believes are necessary for a fair statement of the results for the interim periods presented have been reflected and are of a normal recurring nature. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States have been condensed or omitted pursuant to such rules and regulations, although the Company believes that the disclosures are adequate to make the information presented not misleading. It is suggested these statements be read in conjunction with the financial statements and the notes thereto included in the Company's latest Annual Report on Form 10-K.
2. INVENTORIES
Cost for approximately 86% of the Company's inventory is determined using the last-in, first-out (LIFO) inventory valuation method. The approximate percentage distribution between major classes of inventories is as follows:
3. COMPREHENSIVE INCOME
The Company's comprehensive income is impacted by the amount of the cumulative translation adjustment recorded to shareholders' equity. This translation adjustment relates to valuing assets and liabilities of non-U.S. operations, accounted for in their country's local currencies, in U.S. dollars. As exchange rates fluctuate, comprehensive income or expense occurs. For the quarter ended June 30, 2002, the impact was $1,581,000 of income resulting in net comprehensive income of $8,618,000 for the quarter. The impact in the second quarter of 2001 was $390,000 of income resulting in net comprehensive income of $5,674,000. In the first six months of 2002 the impact is income of $1,306,000 resulting in net comprehensive income of $14,130,000. The impact in the first six months of 2001 was $679,000 of expense resulting in net comprehensive income of $10,447,000.
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4. GOODWILL AND OTHER INTANGIBLE ASSETS
The Company adopted SFAS 142, "Goodwill and Other Intangible Assets" effective January 1, 2002. In connection with the adoption of SFAS 142, the Company performed the first step of the transitional goodwill impairment test. The Company concluded that there was no impairment of goodwill due to the initial application of SFAS 142. The following reconciles the net income and earnings per share impact that would have resulted for the three and six month periods ended June 30, 2001 if SFAS 142 would have been adopted effective January 1, 2001.
5. BUSINESS SEGMENTS
The Company operates two strategic businesses that are reportable segments: the Mechanical Group and the Electrical Group.
Item 2. Management's Discussion and Analysis of Financial Conditions and Results of Operations
Unless the context requires otherwise,references in this Item 2 to "we" or "our" refer collectively to REGAL-BELOIT Corporation and its subsidiaries.
Despite reporting increased sequential and year over year earnings improvements and very strong cash flow, we were not pleased with our second quarter results. While earnings were within our projected range of $.28 to $.32 per share on our expanded share base (see Liquidity and Capital Resources), sales and therefore earnings did not develop as expected. While both our mechanical and electrical segments experienced less than expected sales, the Electrical Group was impacted significantly by a slowdown in large generator and control sales.
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We expect this to be a temporary situation in view of the overall dynamics in this business. In total our markets continue to be sluggish and overserved, leading to increased pricing pressure. Fortunately, our continued cost reduction efforts, including plant consolidations, productivity improvements, warehousing and logistics and material cost improvements more than offset these market issues.
RESULTS OF OPERATIONS
Our net sales in the second quarter of 2002 were $154,907,000, 9.9% below net sales of $171,946,000 in the second quarter of 2001. For the six months ended June 30, 2002, our net sales were $305,287,000, a 12.5% decrease from net sales of $349,068,000 in the first half of 2001. Our lower sales were due primarily to the impact of the U.S. economic recession, which led to weak product demand across most of our markets. Net sales in the second quarter of 2002 were 3.0% higher than the first quarter of 2002, though below our expectations, as the expected recovery in our markets did not occur in any material way. (See Note 5 to the accompanying financial statements for our business segment data.)
Gross profit was $37,984,000 in the second quarter of 2002, 11.3% lower than the second quarter of 2001, and was $74,310,000 in the first half of 2002, a 15.5% decrease from comparable 2001. The decreases were due primarily to our lower net sales in 2002. Our gross profit margin decreased to 24.5% of net sales in the second quarter and 24.3% of net sales in the first half of 2002, as compared to 24.9% and 25.2% in the comparable periods of 2001, respectively. The lower gross profit margins were due primarily to decreasing our production levels to reduce our inventories during this extended period of weak market demand.
Operating expenses of $24,777,000 in the second quarter and $48,542,000 in the first six months of 2002 were 11.8% and 13.5% lower than in the comparable periods of 2001. Approximately one-half of these reductions were due to our January 1, 2002, adoption of Statement of Financial Accounting Standards No. 142, "Goodwill and Other Intangible Assets", which eliminated amortization of goodwill, all of which was in our Electrical Group. The other half of the reduction was due to lower spending in the areas of selling, general and administrative expenses in both our Electrical and Mechanical Groups.
Our income from operations in the second quarter of 2002 was $13,207,000, a 10.4% decrease from the second quarter of 2001, and for the first half of 2002 was $25,768,000, a 19.2% reduction from comparable 2001. As a percent of sales, income from operations was 8.5% in the second quarter of 2002 as compared to 8.6% in 2001, and declined to 8.4% in the first half of 2002 from 9.1% last year. The dollar decreases were due to lower net sales this year and the percentage declines to lower gross profit margins in 2002 than in the comparable periods of 2001.
We reduced our interest expense in the second quarter of 2002 to $2,393,000, a 58.0% decrease from 2001's second quarter and 31.0% from the first quarter of 2002. For the first half of 2002 interest expense was $5,862,000, a 54.3% reduction from comparable 2001. The combination of lower interest rates in the United States, debt reduction from the proceeds of our March 13, 2002 secondary public offering of common stock and additional debt reduction resulting from our continued strong cash flow (See Liquidity and Capital Resources) accounted for our significant decrease in interest expense. Our effective tax rate was also much lower this year versus last, at 35.7% for the first six months of 2002 as compared to 41.9% in the first half of 2001. The elimination of goodwill amortization, a major portion of which was not tax deductible, was the primary factor in the lower tax rate this year.
Our net income was $7,037,000 in the second quarter of 2002, a 33.2% increase from $5,284,000 in the second quarter of 2001, and was $12,825,000 for the first six months of 2002, a 15.3% increase from $11,126,000 in comparable 2001. Net income as a percent of sales rose to 4.5% in the second quarter and 4.2% in the first half of 2002 from 3.1% and 3.2%, respectively, in the comparable periods last year. Earnings per share rose 12.0% to $.28 in the second quarter this year versus $.25 last year. Our earnings per share for the first half of 2002 was $.55, a 3.8% increase from $.53 in the first half of 2001. The lower percentage increases of earnings per share than of net income were due to our March 13, 2002 secondary public offering of common stock, which resulted in per share earnings being reduced by $.02 in each of the second quarter and first six months of 2002.
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LIQUIDITY AND CAPITAL RESOURCES
Our working capital of $150,120,000 at June 30, 2002, was approximately $10,000,000 lower than at March 31, 2002. The reduction was primarily due to increases in accounts payable and accrued taxes. Current ratio decreased to 2.9:1 at June 30, 2002 from 3.3:1 at the end of the first quarter of 2002.
We generated a strong $22,525,000 of cash flow from operations during 2002's second quarter, a 5.1% increase from $21,422,000 in 2001's second quarter. The combination of higher net income, increased accounts payable and accrued taxes, and reduced inventories were major factors in the strong cash flow. We continued to reduce inventories during the first six months of 2002, $3,000,000 in the second quarter and $10,700,000 year-to-date, as we further strengthened our balance sheet. Capital spending in the first half of 2002 totaled $4,213,000, with about $2,100,000 spent in each quarter. Outstanding commitments for future capital expenditures at June 30, 2002 were approximately $875,000. While we expect the rate of capital spending to increase during the second half of 2002, we have reduced our full year capital spending estimate to the low-to-mid teens from the mid-to-upper teens.
On March 13, 2002, we completed a secondary public offering of 4,109,985 shares of our common stock. The offering yielded net proceeds of approximately $90,000,000, which was used to repay a like amount of our outstanding debt. As of June 30, 2002, our outstanding debt was $231,310,000, a decrease of $18,327,000 from March 31, 2002 and $114,357,000 from year-end 2001. Our shareholders investment has risen to $378,771,000 at June 30, 2002 from $280,150,000 at December 31, 2001.
Our primary financing source is our $350,000,000 long-term revolving credit facility that expires on December 31, 2005. Our credit facility requires us to maintain specified financial ratios and to satisfy certain financial condition tests, with which we were in compliance as of June 30, 2002. At June 30, 2002, we had $227,700,000 of debt outstanding under this credit facility. After deductions for outstanding letters of credit and financial covenant limits, we had approximately $57,000,000 of available borrowing capacity at June 30, 2002. We believe we will be able to satisfy the financial ratios and tests specified in our credit facility for the foreseeable future. We also believe that the combination of borrowing availability under our credit facility and operating cash flow will provide sufficient cash availability to finance our existing operations for the foreseeable future.
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 Item 2. of this Form 10-Q may be forward looking statements. Actual results may differ materially 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 our outstanding debt, 3) the success of Management in increasing sales and maintaining or improving the operating margins of its businesses, 4) the availability of or material increases in the costs of select raw materials or parts, and 5) actions taken by competitors. Investors are directed to our documents, such as our Annual Report on Form 10-K and Form 10-Q's filed with the Securities and Exchange Commission.
Item 3. Quantitative and Qualitative Disclosures about Market Risk
Information with respect to the Company's exposure to interest rate risk and foreign currency risk is contained on Page 15 in Item 7, Management's Discussion and Analysis of Financial Condition and Results of Operations, of the Company's Annual Report on Form 10-K for the year ended December 31, 2001. Management believes that at June 30, 2002, there has been no material change to this information.
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PART II
OTHER INFORMATION
Item 4. Submission of Matters to a Vote of Security Holders
(a) The Annual Meeting of Shareholders of Regal-Beloit Corporation was held on April 19, 2002.
(b) The terms of Directors James L. Packard, Henry W. Knueppel, Paul W. Jones, John M. Eldred,
John A. McKay, and G. Frederick Kasten, Jr. were continued.
(c) Matters voted on at the Annual Meeting and the results of each vote were as follows:
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
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(b) Reports on Form 8-K
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 thereunto duly authorized.
DATE: August 14, 2002
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Exhibit 4.6
AMENDMENT TO RIGHTS AGREEMENT
1. General Background. In accordance with Section 27 of the Rights Agreement betweenBankBoston,N.A. (the "Rights Agent") and Regal-Beloit Corporation ("Regal-Beloit")dated 1/28/00 (the "Agreement"), the Rights Agent and Regal-Beloit desire to amend the Agreement to appoint EquiServe Trust Company, N.A.
2. Effectiveness.This Amendment shall be effective as of June 11, 2002 (the "Amendment")and all defined terms and definitions in the Agreement shall be the same in the Amendmentexcept as specifically revised by the Amendment.
3. Revision.The section in the Agreement entitled "Change of Rights Agent" is hereby deleted in its entirety and replaced with the following:
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed in their names and on their behalf by and through their duly authorized officers, as of this 11th day of June, 2002.
Exhibit 99.1
Written Statement of the Chief Executive OfficerPursuant to 18 U.S.C. Sec. 1350
Solely for the purposes of complying with 18 U.S.C. Sec. 1350, I, the undersigned Chairman and Chief Executive Officer of REGAL-BELOIT Corporation (the "Company"), hereby certify, based on my knowledge, that the Quarterly Report on Form 10-Q of the Company for the quarter ended June 30, 2002 (the "Report") fully complies with the requirements of Section 13(a) of the Securities Exchange Act of 1934 and that information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
/S/ James L. PackardJames L. PackardAugust 9, 2002
Exhibit 99.2
Written Statement of the Chief Financial OfficerPursuant to 18 U.S.C. Sec. 1350
Solely for the purposes of complying with 18 U.S.C. Sec. 1350, I, the undersigned Vice President, Chief Financial Officer and Secretary of REGAL-BELOIT Corporation (the "Company"), hereby certify, based on my knowledge, that the Quarterly Report on Form 10-Q of the Company for the quarter ended June 30, 2002 (the "Report") fully complies with the requirements of Section 13(a) of the Securities Exchange Act of 1934 and that information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
/S/ Kenneth F. KaplanKenneth F. KaplanAugust 9, 2002