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REGAL REXNORD CORP - Quarter Report: 2010 May (Form 10-Q)

rbc1qtr10q.htm

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549

FORM 10-Q

ý  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

for the quarterly period ended
April 3, 2010

or

¨  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission file number
001-07283

REGAL BELOIT CORPORATION
(Exact name of registrant as specified in its charter)

Wisconsin
39-0875718
(State of other jurisdiction of incorporation)
(IRS Employer Identification No.)

200 State Street, Beloit, Wisconsin  53511
(Address of principal executive office)

(608) 364-8800
Registrant’s telephone number, including area code

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 ý   NO ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).  YES ¨   NO ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a “smaller reporting company.”  See the definitions of “large accelerated filer” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.  (Check one):

Large Accelerated Filer  ý     Accelerated Filer  ¨    Non-accelerated filer ¨     Smaller Reporting Company  ¨
(Do not check if a smaller reporting company)

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
YES ¨  NO ý

38,500,373 Shares, Common Stock, $.01 Par Value (as of May 3, 2010)

 
1

 

REGAL BELOIT CORPORATION

INDEX
 
Page
PA RT I - FINANCIAL INFORMATION
 
Item 1 -
Condensed Consolidated Financial Statements (Unaudited)
 
 
Condensed Consolidated Statements of Earnings
3
 
Condensed Consolidated Balance Sheets
4
 
Condensed Consolidated Statement of Equity
5
 
Condensed Consolidated Statements of Cash Flows
6
 
Notes to Condensed Consolidated Financial Statements
7
Item 2 -
Management’s Discussion and Analysis of Financial Condition and Results of Operations
15
Item 3 -
Quantitative and Qualitative Disclosures about Market Risk
20
Item 4 -
Controls and Procedures
20
     
PART II - OTHER INFORMATION
 
Item 1 -
Legal Proceedings
21
Item 1A -
Risk Factors
21
Item 2 -
Unregistered Sales of Equity Securities and Use of Proceeds
21
Item 6 -
Exhibits
22
Signature
 
23
Index to Exhibits
 
24

CAUTIONARY STATEMENT

This Quarterly Report contains “forward-looking statements” as defined in the Private Securities Litigation Reform Act of 1995.  Forward-looking statements represent our management’s judgment regarding future events.  In many cases, you can identify forward-looking statements by terminology such as “may,” “will,”  “plan,” “expect,” “anticipate,” “estimate,” “believe,” or “continue” or the negative of these terms or other similar words.  Actual results and events could differ materially and adversely from those contained in the forward-looking statements due to a number of factors, including:
 
·
economic changes in global markets where we do business, such as reduced demand for products we sell, weakness in the housing and commercial real estate markets, currency exchange rates, inflation rates, interest rates, recession, foreign government policies and other external factors that we cannot control;
 
·
unanticipated fluctuations in commodity prices and raw material costs;
 
·
cyclical downturns affecting the global market for capital goods;
 
·
unexpected issues and costs arising from the integration of acquired companies and businesses;
 
·
marketplace acceptance of new and existing products including the loss of, or a decline in business from, any significant customers;
 
·
the impact of capital market transactions that we may effect;
 
·
the availability and effectiveness of our information technology systems;
 
·
unanticipated costs associated with litigation matters;
 
·
actions taken by our competitors, including new product introductions or technological advances, and other events affecting our industry and competitors;
 
·
difficulties in staffing and managing foreign operations; and other domestic and international economic and political factors unrelated to our performance, such as the current substantial weakness in economic and business conditions and the stock markets as a whole; and
 
·
other risks and uncertainties including but not limited to those described in Item 1A-Risk Factors of the Company’s Annual Report on Form 10-K filed on March 2, 2010 and from time to time in our reports filed with U.S. Securities and Exchange Commission.

All subsequent written and oral forward-looking statements attributable to us or to persons acting on our behalf are expressly qualified in their entirety by the applicable cautionary statements.  The forward-looking statements included in this Form 10-Q are made only as of their respective dates, and we undertake no obligation to update these statements to reflect subsequent events or circumstances.  See also Item 1A - Risk Factors in the Company’s Annual Report on Form 10-K filed on March 2, 2010.

 
2

 

PART I - FINANCIAL INFORMATION
REGAL BELOIT CORPORATION
 CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS
(Unaudited)
(In Thousands of Dollars, Except Shares Outstanding, Dividends Declared and Per Share Data)

ITEM 1.  CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

   
Three Months Ended
 
   
April 3, 2010
   
March 28, 2009
 
             
Net Sales
  $ 507,318     $ 443,274  
                 
Cost of Sales
    376,403       352,704  
                 
Gross Profit
    130,915       90,570  
                 
Operating Expenses
    68,150       62,378  
                 
Income From Operations
    62,765       28,192  
                 
Interest Expense
    5,061       7,119  
                 
Interest Income
    641       133  
                 
Income Before Taxes & Noncontrolling Interests
    58,345       21,206  
                 
Provision For Income Taxes
    18,477       7,230  
                 
Net Income
    39,868       13,976  
                 
Less: Net Income Attributable to Noncontrolling
   Interests, net of tax
    2,106       1,189  
                 
Net Income Attributable to Regal Beloit Corporation
  $ 37,762     $ 12,787  
                 
Earnings Per Share of Common Stock:
               
                 
Basic
  $ 1.01     $ 0.41  
                 
Assuming Dilution
  $ 0.98     $ 0.39  
                 
Cash Dividends Declared
  $ 0.16     $ 0.16  
                 
Weighted Average Number of Shares Outstanding:
               
                 
Basic
    37,446,007       31,457,282  
Assuming Dilution
    38,622,314       32,594,802  

See accompanying Notes to Condensed Consolidated Financial Statements.

 
3

 

REGAL BELOIT CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS
(In Thousands of Dollars, Except per Shares Outstanding, Dividends Declared and Per Share Data)
 
 
ASSETS
 
(Unaudited)
April 3, 2010
   
January 2, 2010
 
Current Assets:
           
Cash and Cash Equivalents
  $ 258,142     $ 262,422  
    Investments - Trading Securities
    147,053       117,553  
Trade Receivables, less Allowances
    of $11,244 in 2010 and $12,666 in 2009
    290,812       240,721  
Inventories
    274,110       268,839  
Prepaid Expenses and Other Current Assets
    52,452       59,168  
Deferred Income Tax Benefits
    24,844       30,673  
Total Current Assets
    1,047,413       979,376  
                 
Net Property, Plant and Equipment
    343,456       343,071  
                 
Goodwill
    667,725       663,920  
Intangible Assets, Net of Amortization
    111,916       116,426  
Other Noncurrent Assets
    11,867       9,444  
Total Assets
  $ 2,182,377     $ 2,112,237  
                 
LIABILITIES AND SHAREHOLDERS' EQUITY
               
Current Liabilities:
               
Accounts Payable
  $ 185,260     $ 161,902  
Dividends Payable
    5,997       5,981  
Accrued Compensation and Employee Benefits
    52,941       50,722  
Other Accrued Expenses
    77,909       82,076  
Current Maturities of Debt
    45,906       8,385  
Total Current Liabilities
    368,013       309,066  
                 
Long-Term Debt
    425,975       468,065  
Deferred Income Taxes
    71,507       72,418  
Hedging Obligations
    32,231       31,232  
Pension and other Post Retirement Benefits
    39,523       39,306  
Other Noncurrent Liabilities
    14,580       12,082  
                 
Equity:
               
Regal Beloit Corporation Shareholders' Equity:
               
Common Stock, $.01 par value, 100,000,000 shares
authorized, 37,482,909 shares issued in 2010, and
37,399,353 issued in 2009
    375       374  
Additional Paid-In Capital
    515,532       512,282  
Retained Earnings
    735,530       703,765  
Accumulated Other Comprehensive Loss
    (35,241 )     (48,597 )
Total Regal Beloit Corporation Shareholders' Equity
    1,216,196       1,167,824  
Noncontrolling Interests
    14,352       12,244  
Total Equity
    1,230,548       1,180,068  
Total Liabilities and Equity
    2,182,377     $ 2,112,237  

See accompanying Notes to Condensed Consolidated Financial Statements.

 
4

 

REGAL BELOIT CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF EQUITY
 (In Thousands of Dollars, Except Per Share Data)

   
Regal Beloit Corporation Shareholders' Equity
             
   
Common Stock $.01 Par Value
   
Additional Paid-In Capital
   
Treasury Stock
   
Retained Earnings
   
Accumulated Other Comprehensive Income (Loss)
   
Noncontrolling
Interests
   
Total
Equity
 
Balance as of December 27, 2008
  $ 323     $ 356,231     $ (19,419 )   $ 631,281     $ (142,429 )   $ 11,654     $ 837,641  
(As Adjusted, See Note 2)
                                                       
                                                         
Net Income
  $ -     $ -     $ -     $ 12,787     $ -     $ 1,189     $ 13,976  
Dividends Declared ($.16 per share)
    -       -       -       (5,039 )     -       -     $ (5,039 )
Stock Options
   Exercised, including income tax
   benefit and share cancellations
    1       496       -       -       -       -     $ 497  
Stock-based Compensation
    -       773       -       -       -       -     $ 773  
Other Comprehensive Income
   (Loss) by Classification:
                                                       
      Currency Translation adjustments
    -       -       -       -       (3,970 )     1,414     $ (2,556 )
      Hedging Activities, net of tax
    -       -       -       -       27,190       -     $ 27,190  
      Pension and Post Retirement
         Benefits, net of tax
    -       -       -       -       674       -     $ 674  
Balance as of March 28, 2009
  $ 324     $ 357,500     $ (19,419 )   $ 639,029     $ (118,535 )   $ 14,257     $ 873,156  


   
Regal Beloit Corporation Shareholders' Equity
             
   
Common Stock $.01 Par Value
   
Additional Paid-In Capital
   
Retained Earnings
   
Accumulated Other Comprehensive Income (Loss)
   
Noncontrolling
Interests
   
Total
Equity
 
Balance as of January 2, 2010
  $ 374     $ 512,282     $ 703,765     $ (48,597 )   $ 12,244     $ 1,180,068  
                                                 
Net Income
  $ -     $ -     $ 37,762     $ -     $ 2,106     $ 39,868  
Dividends Declared ($.16 per share)
    -       -       (5,997 )     -       -     $ (5,997 )
Stock Options
   Exercised, including income tax
   benefit and share cancellations
    1       1,893       -       -       -     $ 1,894  
Stock-based Compensation
    -       1,357       -       -       -     $ 1,357  
Other Comprehensive Income
   (Loss) by Classification:
                                               
      Currency Translation adjustments
    -       -       -       7,424       2     $ 7,426  
      Hedging Activities, net of tax
    -       -       -       5,485       -     $ 5,485  
      Pension and Post Retirement
         Benefits, net of tax
    -       -       -       447       -     $ 447  
Balance as of April 3, 2010
  $ 375     $ 515,532     $ 735,530     $ (35,241 )   $ 14,352     $ 1,230,548  

See accompanying Notes to Condensed Consolidated Financial Statements.

 
5

 

REGAL BELOIT CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(In Thousands of Dollars)

   
Three Months Ended
 
   
April 3, 2010
   
March 28, 2009
 
CASH FLOWS FROM OPERATING ACTIVITIES:
           
Net income
  $ 39,868     $ 13,976  
Adjustments to reconcile net income to net cash provided
    by operating activities:
               
  Depreciation and amortization
    17,025       15,277  
  Excess tax benefits from stock-based compensation
    (670 )     (1,675 )
  Gain on sale of assets, net
    -       (91 )
  Stock-based compensation expense
    1,357       773  
  Non-cash convertible debt deferred financing costs
    -       1,063  
  Change in assets and liabilities
    (13,215 )     (10,725 )
  Net cash provided by operating activities
    44,365       18,598  
                 
CASH FLOWS FROM INVESTING ACTIVITIES:
               
Additions to property, plant and equipment
    (11,241 )     (8,143 )
Purchases of investment securities
    (98,133 )     -  
Sales of investment securities
    69,069       -  
Business acquisitions, net of cash acquired
    -       (1,500 )
Sale of property, plant and equipment
    -       306  
Net cash used in investing activities
    (40,305 )     (9,337 )
                 
CASH FLOWS FROM FINANCING ACTIVITIES:
               
Net repayments of short-term borrowings
    (1,661 )     (8,265 )
Payments of long-term debt
    (46 )     (56 )
Net borrowings (repayments) under revolving credit facility
    (2,863 )     19,150  
Dividends paid to shareholders
    (5,981 )     (5,024 )
Proceeds from the exercise of stock options
    1,223       512  
Excess tax benefits from stock-based compensation
    670       1,675  
Net cash (used in) provided by financing activities
    (8,658 )     7,992  
                 
EFFECT OF EXCHANGE RATES ON CASH
    318       (425 )
                 
Net (decrease) increase in cash and cash equivalents
    (4,280 )     16,828  
Cash and cash equivalents at beginning of period
    262,422       65,250  
Cash and cash equivalents at end of period
  $ 258,142     $ 82,078  

See accompanying Notes to Condensed Consolidated Financial Statements.

 
6

 

REGAL BELOIT CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
April 3, 2010
(Unaudited)

1.   BASIS OF PRESENTATION
 
The accompanying (a) condensed consolidated balance sheet as of January 2, 2010, which has been derived from audited financial statements, and (b) unaudited interim condensed consolidated financial statements as of April 3, 2010, have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission.  Certain information and note disclosures normally included in annual financial statements prepared in accordance with accounting principles generally accepted in the United States have been condensed or omitted pursuant to those rules and regulations, although the Company believes that the disclosures made are adequate to make the information not misleading.
 
It is suggested that these condensed consolidated financial statements be read in conjunction with the financial statements and the notes thereto included in the Company’s 2009 Annual Report on Form 10-K filed on March 2, 2010.
 
Recent accounting guidance changed the consolidation rules as they relate to variable interest entities (“VIE’s”).  The guidance changed the model related to consolidating a VIE, and defines the assessment methodology for determining VIE status.  The guidance was adopted by the Company as required at the beginning of fiscal 2010, and did not have an effect on the Company’s consolidated financial statements.
 
In the opinion of management, all adjustments considered necessary for a fair presentation of financial results have been made.  Except as otherwise discussed, such adjustments consist of only those of a normal recurring nature.  Operating results for the three months ended April 3, 2010 are not necessarily indicative of the results that may be expected for the entire fiscal year ending January 1, 2011.
 
The Company operates on a 52/53 week fiscal year, and fiscal 2009 was a 53 week year with an additional week in the fiscal fourth quarter.
 
2.   OTHER FINANCIAL INFORMATION
 
Inventories
 
Cost for approximately 54% 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 was as follows:
 
   
April 3, 2010
 
January 2, 2010
Raw Material and Work in Process
 
38%
 
34%
Finished Goods and Purchased Parts
 
62%
 
66%

Property, Plant and Equipment
 
Property, plant and equipment by major classification was as follows:
 
   
April 3, 2010
   
January 2, 2010
 
Land and Improvements
    42,754       42,034  
Buildings and Improvements
    128,713       127,468  
Machinery and Equipment
    475,651       470,130  
Construction in Progress
    17,605       14,144  
   Property, Plant and Equipment
    664,723       653,776  
Less: Accumulated Depreciation
    (321,267 )     (310,705 )
   Net Property, Plant and Equipment
    343,456       343,071  

3.   ACQUISITIONS
 
The results of operations for acquired businesses are included in the Condensed Consolidated Financial Statements from the dates of acquisition.  In January, 2009, the Company acquired Custom Power Technology (“CPT”), a custom power electronics business located in Menomonee Falls, Wisconsin.  The purchase price and impact in our Condensed Consolidated Financial Statements was not material.
 
On April 6, 2010, the Company acquired CMG Engineering Group Pty, Ltd. (“CMG”) headquartered in Melbourne, Australia.  CMG manufactures and distributes fractional horsepower industrial motors, blower systems, and industrial metal products with operations in Australia, New Zealand, South Africa, Malaysia, Singapore, the United Kingdom, and the Middle East.  The purchase price was approximately $85.9 million, including $74.7 million in cash, approximately $5.1 million in assumed liabilities and 100,000 shares of Company stock.
 

 
7

 

 
4.
INVESTMENTS
 
Investments are generally short term in duration and are classified as trading securities, which are reported at fair value with gains and losses, which were insignificant for all periods presented, included in earnings.  As of April 3, 2010 and January 2, 2010, the Company had $147.1 million and $117.6 million respectively, of trading securities recorded at fair value (Level 2) (see Note 16 of the Condensed Consolidated Financial Statements for description of the fair value hierarchy).
 
   
April 3, 2010
   
January 2, 2010
 
Commercial Paper
  $ 36,346     $ 37,473  
U.S. Government Securities
    4,502       4,202  
Municipal Debt Securities
    71,722       48,294  
Asset Backed Securities
    9,215       5,773  
Corporate Debt Securities
    25,268       21,811  
Total
  $ 147,053     $ 117,553  

5.   COMPREHENSIVE INCOME
 
The Company's consolidated comprehensive income for the three months ended April 3, 2010 and March 28, 2009, respectively, was as follows (in thousands):
 
   
Three Months Ending
 
   
April 3, 2010
   
March 28, 2009
 
Net income
  $ 39,868     $ 13,976  
Other Comprehensive Income (Loss) from:
               
Currency Translation adjustments
    7,426       (3,970 )
Changes in fair value on open hedge contracts, net of tax
    4,745       9,582  
Hedging activities reclassified into earnings from accumulated other
comprehensive income (loss) ("AOCI"), net of tax
    740       17,608  
Amortization of net prior service costs and actuarial losses
    447       674  
Comprehensive income
  $ 53,226     $ 37,870  

The amount of comprehensive income attributable to noncontrolling interests was $2.1 million and $2.6 million for the three months ended April 3, 2010 and March 28, 2009, respectively.
 
Foreign currency translation adjustments, unrealized gains and losses on derivative instruments and pension liability adjustments are included in Equity under Accumulated Other Comprehensive Loss.  The components of the ending balances of Accumulated Other Comprehensive Loss are as follows:
 
   
April 3, 2010
   
January 2, 2010
 
Translation adjustments
  $ 2,324     $ (5,100 )
Hedging activities, net of tax
    (12,917 )     (18,402 )
Pension and post retirement benefits, net of tax
    (24,648 )     (25,095 )
    $ (35,241 )   $ (48,597 )

6.   WARRANTY COSTS
 
The Company recognizes the cost associated with its standard warranty on its products at the time of sale.  The amount recognized is based on historical experience.  The following is a reconciliation of the changes in accrued warranty costs for the three months ended April 3, 2010 and March 28, 2009 (in thousands):
 
   
Three Months Ending
 
   
April 2, 2010
   
March 28, 2009
 
Beginning balance
  $ 13,298     $ 11,022  
Deduct:  Payments
    (3,445 )     (2,747 )
Add:  Provision
    3,489       1,754  
Translation Adjustments
    56       (76 )
Ending balance
  $ 13,398     $ 9,953  

8

7.   BUSINESS SEGMENTS
 
The Company has two strategic businesses that are reportable segments, Mechanical and Electrical (in thousands):
 
   
Mechanical Segment
   
Electrical Segment
 
   
Three Months Ending
   
Three Months Ending
 
   
April 3, 2010
   
March 28, 2009
   
April 3, 2010
   
March 28, 2009
 
Net Sales
  $ 50,073     $ 51,912     $ 457,245     $ 391,362  
Income from Operations
    6,425       6,286       56,340       21,906  
% of Net Sales
    12.8 %     12.1 %     12.3 %     5.6 %
Goodwill at end of period
  $ -     $ 530     $ 667,725     $ 667,334  

8.   GOODWILL AND OTHER INTANGIBLES
 
Goodwill
 
As required, we perform a annual impairment test of goodwill during the fourth quarter or more frequently if events or circumstances change that would more likely than not reduce the fair value of our reporting units below their carrying value.
 
At April 3, 2010, all of the Company’s goodwill is attributable to the Electrical Segment and the Company believes that substantially all of the goodwill is deductible for tax purposes.  The following information presents changes to goodwill during the periods indicated (in thousands):
 
Balance as of  January 2, 2010
  $ 663,920  
Translation Adjustments
    3,805  
Balance as of  April 3, 2010
  $ 667,725  

Intangible Assets
 
Intangible assets consisted of the following (in thousands):
 
Gross Intangibles
 
Asset Description
 
Useful Life
(years)
   
January 2, 2010
   
Net Acquisitions
and Fair Value
Adjustments
   
Translation Adjustments
   
April 3, 2010
 
Non-Compete Agreements
    5     $ 6,348           $ 1     $ 6,349  
Trademarks
    3 - 21       21,200             29       21,229  
Patents
    10       15,410             -       15,410  
Engineering Drawings
    10       1,200             -       1,200  
Customer Relationships
    9 - 15       98,064             (265 )     97,799  
Technology
    6 - 11       33,183             149       33,332  
Total Gross Intangibles
          $ 175,405     $ -     $ (86 )   $ 175,319  
                                         
Accumulated Amortization
 
Asset Description
 
Useful Life
(years)
   
January 2, 2010
   
Amortization
   
Translation Adjustments
   
April 3, 2010
 
Non-Compete Agreements
    5     $ (4,997 )   $ (196 )   $ (2 )   $ (5,195 )
Trademarks
    3 - 21       (7,658 )     (297 )     (1 )     (7,956 )
Patents
    10       (7,732 )     (386 )     -       (8,118 )
Engineering Drawings
    10       (607 )     (30 )     -       (637 )
Customer Relationships
    9 - 15       (29,325 )     (2,496 )     40       (31,781 )
Technology
    6 - 11       (8,660 )     (1,013 )     (43 )     (9,716 )
Total Accumulated Amortization
          $ (58,979 )   $ (4,418 )   $ (6 )   $ (63,403 )
                                         
Intangible Assets, Net of Amortization
    $ 116,426                     $ 111,916  

Estimated Amortization (in millions)
2010
2011
2012
2013
2014
$15.3
$14.7
$14.6
$14.4
$12.5

Amortization expense recorded for the three months ended April 3, 2010 and March 28, 2009 was $4.4 million and $4.2 million, respectively.
 
9

9.  DEBT AND BANK CREDIT FACILITIES
 
The Company’s indebtedness as of April 3, 2010 and January 2, 2010 was as follows (in thousands):
 
   
April 3, 2010
   
January 2, 2010
 
Senior notes
  $ 250,000     $ 250,000  
Term loan
    165,000       165,000  
Revolving credit facility
    -       2,863  
Convertible Notes
    39,198       39,198  
Other
    17,683       19,389  
      471,881       476,450  
Less:  Current maturities
    (45,906 )     (8,385 )
Non-current portion
  $ 425,975     $ 468,065  

At April 3, 2010, the Company has $250.0 million of Senior Notes (the “Notes”) outstanding.  The Notes were sold pursuant to a Note Purchase Agreement (the “Agreement”) by and among the Company and the purchasers of the Notes.  The Notes were issued and sold in two series:  $150.0 million in Floating Rate Series 2007A Senior Notes, Tranche A, due August 23, 2014, and $100.0 million in Floating Rate Series 2007A Senior Notes, Tranche B, due August 23, 2017.  The Notes bear interest at a margin over the London Inter-Bank Offered Rate (“LIBOR”), which margin varies with the ratio of the Company’s consolidated debt to consolidated earnings before interest, taxes, depreciation and amortization (“EBITDA”) as defined in the Agreement.  These interest rates also vary as LIBOR varies.  The Agreement permits the Company to issue and sell additional note series, subject to certain terms and conditions described in the Agreement, up to a total of $600.0 million in combined Notes.
 
The Company also has a Term Loan Agreement (“Term Loan”) with certain financial institutions, whereby the Company borrowed an aggregate principal amount of $165.0 million.  The Term Loan matures in June 2013, and borrowings generally bear interest at a variable rate equal to (i) a margin over LIBOR, which margin varies depending on whether certain criteria are satisfied, or (ii) the alternate base rate as defined in the agreement.  At April 3, 2010, the interest rate of 1.2% was based on a margin over LIBOR.
 
The Company’s $500.0 million revolving credit facility (“Facility”) permits the Company to borrow at interest rates based upon a margin above LIBOR, which margin varies with the ratio of total funded debt to EBITDA, as defined in the Facility.  These interest rates also vary as LIBOR varies.  The Company pays a commitment fee on the unused amount of the Facility, which also varies with the ratio of total debt to EBITDA as defined in the Facility.
 
The Notes, the Term Loan, and the Facility require the Company to meet specified financial ratios and to satisfy certain financial condition tests.  The Company was in compliance with all debt covenants as of April 3, 2010.
 
The Company has entered into interest rate swap agreements to manage fluctuations in cash flows resulting from interest rate risk.  (See also Note 15 of Notes to Condensed Consolidated Financial Statements.)
 
As of April 3, 2010, the Company’s Convertible Notes are convertible as the closing price of the Company’s common stock exceeded the contingent conversion share price for the specified amount of time.  As a result, bondholders that exercise their right to convert the notes will receive up to the principal amount of the notes in cash, with the balance of the conversion obligation, if any, to be satisfied in shares of the Company’s common stock or cash, at the Company’s discretion.  During the first quarter of 2010, several bondholders exercised their conversion right for a total of $38.7 million of Convertible Notes.  This settlement occurred subsequent to quarter end with the par value of $38.7 million paid in cash, and 906,736 shares of common stock issued for the conversion premium.  The entire balance of $39.2 million is included in Current Maturities of Debt at April 3, 2010.  (See also Note 17 of Notes to Condensed Consolidated financial Statements.)
 
The estimated fair value of the Convertible Notes at April 3, 2010 was approximately $91.9 million and the carrying value was $39.2 million.  The estimated fair value was determined using Level 2 inputs as described in Note 16 of Notes to the Condensed Consolidated Financial Statement.
 
At April 3, 2010, additional notes payable of approximately $17.7 million were outstanding with a weighted average interest rate of 4.1%.
 
10


10. PENSION PLANS
 
The Company’s net periodic defined benefit pension cost is comprised of the following components (in thousands):
   
Three Months Ending
 
   
April 3, 2010
   
March 28, 2009
 
Service cost
  $ 586     $ 578  
Interest cost
    1,734       1,592  
Expected return on plan assets
    (1,566 )     (1,414 )
Amortization of prior service cost
    47       49  
Amortization of net actuarial loss
    565       188  
Net periodic benefit expense
  $ 1,366     $ 993  

The estimated net actuarial loss and prior service cost for defined benefit pension plans that will be amortized from accumulated other comprehensive loss into net periodic benefit cost during the 2010 fiscal year is $2.2 million and $0.2 million, respectively.
 
In the first quarter of 2010 and 2009, the Company contributed $0.5 million and $0.3 million to defined benefit pension plans, respectively.  The Company expects to contribute an additional $1.0 million, for total contributions of $1.5 million in 2010.  The Company contributed a total of $10.1 million in 2009.  The assumptions used in the valuation of the Company’s pension plans and in the target investment allocation have remained the same as those disclosed in the Company’s 2009 Annual Report on Form 10-K filed on March 2, 2010.
 
11. SHAREHOLDERS’ EQUITY
 
The Company recognized approximately $1.4 million and $0.8 million in share-based compensation expense for the three month period ended April 3, 2010 and March 28, 2009, respectively.  The total excess income tax benefit recognized relating to share-based compensation for the three months ended April 3, 2010 and March 28, 2009 was approximately $0.7 million and $1.7 million, respectively.  The Company recognizes compensation expense on grants of share-based compensation awards on a straight-line basis over the vesting period of each award recipient.  As of April 3, 2010, total unrecognized compensation cost related to share-based compensation awards was approximately $12.6 million, net of estimated forfeitures, which the Company expects to recognize over a weighted average period of approximately 2.8 years.
 
The Company was authorized as of April 3, 2010 to deliver up to 5.0 million shares of common stock upon exercise of non-qualified stock options or incentive stock options, or upon grant or in payment of stock appreciation rights, and restricted stock.  Approximately 2.0 million shares were available for future grant or payment under the various plans at April 3, 2010.
 
On May 22, 2009, the Company completed the sale of 4,312,500 shares of common stock at a price of $36.25 per share to the public.  Net proceeds of approximately $150.4 million were received by the Company.
 
Share-based Incentive Awards
 
The Company uses several forms of share-based incentive awards, including non-qualified stock options, incentive stock options, and stock appreciation rights (“SARs”).  All grants are made at prices equal to the fair market value of the stock on the grant dates, and expire ten years from the grant date.  The Company values restricted stock awards at the closing market value of its common stock on the date of grant and restrictions generally lapse three years after the date of grant.
 
The majority of the Company’s annual share-based incentive awards are made in the fiscal second quarter.
 
A summary of share-based awards (options and SARs) as of April 3, 2010 follows below.  Forfeitures of share-based awards were immaterial.
 
   
Shares
 
Wtd. Avg.
Exercise Price
 
Wtd. Avg. Remaining
Contractual Term (years)
 
Aggregate Intrinsic
Value (in millions)
Number of shares:
               
    Outstanding
 
1,504,125
 
39.65
 
7.1
 
 $29.9
    Exercisable
 
596,425
           

Restricted Stock
 
As of April 3, 2010, the Company had 100,450 shares of restricted stock outstanding with a weighted average grant date fair value of $43.00 and a weighted average life of 1.8 years.  The Company values restricted stock awards at the closing market value of its common stock on the date of grant and restrictions generally lapse three years after the date of the grant.  In the first three months of 2010 there were 21,000 shares of restricted stock vested.
 
11

12. INCOME TAXES
 
The effective tax rate for the three months ended April 3, 2010 was 31.7% versus 34.1% in the prior year period.  The decrease in the effective rate is driven by changes in the global distribution of income.
 
As of April 3, 2010 and January 2, 2010, the Company had approximately $6.6 million of unrecognized tax benefits, all of which would affect its effective tax rate if recognized.  The Company recognizes interest and penalties related to uncertain tax positions in income tax expense.
 
 The Company or one of its subsidiaries files income tax returns in the U.S. federal jurisdiction, and various states and foreign jurisdictions.  Federal tax returns from 2006 through 2009 and various state tax returns remain subject to income tax examinations by tax authorities.
 
13. EARNINGS PER SHARE (EPS)
 
The numerator for the calculation of basic and diluted earnings per share is net income attributable to Regal Beloit Corporation.  The denominator is computed as follows (in thousands):

   
Three Months Ending
 
   
April 3, 2010
   
March 28, 2009
 
Denominator for basic EPS - weighted average
    37,446       31,457  
Effect of dilutive securities
    1,176       1,138  
Denominator for diluted EPS
    38,622       32,595  

The “Effect of dilutive securities” represents the dilution impact of equity awards and the Convertible Notes (see Note 9 of Notes to Condensed Consolidated Financial Statements).  The dilutive effect of the Convertible Notes was approximately 0.8 million shares and 0.9 million shares for the three months ended April 3, 2010 and March 28, 2009, respectively.
 
Options for common shares where the exercise price was above the market price at April 3, 2010, and March 28, 2009 totaling approximately zero and 1.0 million shares, have been excluded from the calculation of the effect of dilutive securities as the effect of such options is anti-dilutive.
 

14.CONTINGENCIES

 
On July 30, 2009, we filed a response and counterclaims to an action filed by Nordyne, Inc. (“Nordyne”) in the U.S. District Court for the Eastern District of Missouri in which action Nordyne is seeking a judgment declaring that neither Nordyne’s G7 furnace systems nor its iQ Drive 23-seer air conditioning systems infringe on our ECM (electronically commutated motor) systems patents (U.S. Patent No. 5,592,058) (“the ‘058 Patent”) and/or that the ‘058 Patent is invalid.  In our response and counterclaims against Nordyne we are seeking a judgment that the ‘058 Patent is valid and that Nordyne has, in fact, infringed and continues to infringe the ‘058 Patent by making, using, offering for sale and selling it G7 furnace systems and iQ Drive 23-seer air conditioning systems.  We have also requested the U.S. District Court to enjoin Nordyne and all persons working in concert with Nordyne from further infringement of the ‘058 Patent and to award us compensatory and other damages caused by such infringement.  We intend to defend our intellectual property vigorously against the claims asserted by Nordyne and against any infringement by Nordyne or any other person.  We do not currently believe that the litigation will have a material effect on the Company’s financial position or its results of operations.
 
The Company is, from time to time, party to litigation that arises in the normal course of its business operations, including product warranty and liability claims, contract disputes and environmental, asbestos, employment and other litigation matters.  The Company’s products are used in a variety of industrial, commercial and residential applications that subject us to claims that the use of our products is alleged to have resulted in injury or other damage.  The Company accrues for anticipated costs in defending against such lawsuits in amounts that we believe are adequate, and the Company does not believe that the outcome of any such lawsuit will have a material effect on the Company’s financial position or its results of operations.
 
15. DERIVATIVE INSTRUMENTS
 
The Company is exposed to certain risks relating to its ongoing business operations.  The primary risks managed by using derivative instruments are commodity price risk, currency exchange, and interest rate risk.  Forward contracts on certain commodities are entered into to manage the price risk associated with forecasted purchases of materials used in the Company’s manufacturing process.  Forward contracts on certain currencies are entered into to manage forecasted cash flows in certain foreign currencies.  Interest rate swaps are entered into to manage interest rate risk associated with the Company’s floating rate borrowings.
 
The Company must recognize all derivative instruments as either assets or liabilities at fair value in the statement of financial position.  Accordingly, the Company designates commodity forward contracts as cash flow hedges of forecasted purchases of commodities, currency forward contracts as cash flow hedges of forecasted foreign currency cash flows and interest rate swaps as cash flow hedges of forecasted LIBOR-based interest payments.  There were no significant collateral deposits on derivative financial instruments as of April 3, 2010.
 
12

Cash flow hedges
 
For derivative instruments that are designated and qualify as a cash flow hedge, the effective portion of the gain or loss on the derivative is reported as a component of other comprehensive income or loss and reclassified into earnings in the same period or periods during which the hedged transaction affects earnings.  Gains and losses on the derivative representing either hedge ineffectiveness or changes in market value of derivatives not designated as hedges are recognized in current earnings.
 
At April 3, 2010, the Company had an additional $0.9 million, net of tax, of derivative gains on closed hedge instruments in AOCI that will be realized in earnings when the hedged items impact earnings.  At March 28, 2009, the Company had an additional ($14.8) million, net of tax, of derivative losses on closed hedge instruments in AOCI that was realized in earnings when the hedged items impacted earnings.
 
As of April 3, 2010, the Company had outstanding the following commodity forward contracts (with maturities extending through February 2011) to hedge forecasted purchases of commodities (in millions):
 
   
Notional Amount
 
Copper
  $ 30.8  
Aluminum
    1.6  
Zinc
    0.4  
Natural Gas
    0.5  
Heating Oil
    0.2  

As of April 3, 2010, the Company had outstanding the following currency forward contracts (with maturities extending through December 2011) to hedge forecasted foreign currency cash flows (in millions):
 
   
Notional Amount
 
Mexican Peso
  $ 77.3  
Indian Rupee
    37.6  
Thai Baht
    4.9  
Chinese Renminbi
    13.5  
Australian Dollar
    3.2  

As of April 3, 2010, the total notional amount of the Company’s receive-variable/pay-fixed interest rate swaps was $250.0 million (with maturities extending to August 2017).
 
Fair values of derivative instruments as of April 3, 2010 and January 2, 2010 were (in millions):
 
   
April 3, 2010
 
   
Prepaid Expenses
   
Other Noncurrent Assets
   
Accrued Expenses
   
Hedging Obligations
 
Designated as hedging instruments:
                       
   Interest rate swap contracts
  $ -     $ -     $ -     $ 32.2  
   Foreign exchange contracts
    2.3       3.1       1.4       -  
   Commodity contracts
    6.7       -       0.1       -  
                                 
Not designated as hedging instruments:
                               
   Foreign exchange contracts
    0.2       -       -       -  
   Commodity contracts
    0.1       -       -       -  
Total Derivatives:
  $ 9.3     $ 3.1     $ 1.5     $ 32.2  

 
13

   
January 2, 2010
 
   
Prepaid Expenses
   
Other Noncurrent Assets
   
Accrued Expenses
   
Hedging Obligations
 
Designated as hedging instruments:
                       
   Interest rate swap contracts
  $ -     $ -     $ -     $ 31.2  
   Foreign exchange contracts
    -       1.1       5.5       -  
   Commodity contracts
    3.5       -       -       -  
                                 
Not designated as hedging instruments:
                               
   Foreign exchange contracts
    0.2       -       -       -  
   Commodity contracts
    0.9       -       -       -  
Total Derivatives:
  $ 4.6     $ 1.1     $ 5.5     $ 31.2  

The effect of derivative instruments on the condensed consolidated statements of equity and earnings for the three months ended April 3, 2010 and March 28, 2009, was (in millions):

Derivatives Designated as Cash Flow Hedging Instruments
   
Three Months Ended
April 3, 2010
   
Three Months Ended
March 28, 2009
 
   
Commodity
Forwards
   
Currency
Forwards
   
Interest
 Rate
Swaps
   
Total
   
Commodity
Forwards
   
Currency
Forwards
   
Interest
 Rate
Swaps
   
Total
 
Gain (Loss) recognized in
    Other Comprehensive Income (Loss)
  $ 4.0     $ 7.9     $ (4.2 )   $ 7.7     $ 40.4     $ (1.6 )   $ 5.1     $ 43.9  
Amounts reclassified from other
    comprehensive income (loss) were:
                                                               
    Loss recognized in Net Sales
    -       (0.1 )     -     $ (0.1 )     -       -       -     $ -  
Gain (Loss) recognized in Cost of Sales
    3.3       (1.2 )     -     $ 2.1       (22.1 )     (2.4 )     -     $ (24.5 )
Loss recognized in Operating Expenses
    -       -       -     $ -       -       (1.7 )     -     $ (1.7 )
Loss recognized in Interest Expense
    -       -       (3.2 )   $ (3.2 )     -       -       (2.2 )   $ (2.2 )

The ineffective portion of hedging instruments recognized during the three months ended April 3, 2010 was immaterial.

Derivatives Not Designated as Cash Flow Hedging Instruments

   
Three Months Ended
April 3, 2010
   
Three Months Ended
March 28, 2009
 
   
Commodity
Forwards
   
Commodity
Forwards
   
Currency
Forwards
   
Total
 
Gain (Loss) recognized in Cost of Sales
  $ (0.1 )   $ 4.5     $ (0.6 )   $ 3.9  
Loss recognized in Operating Expenses
  $ -     $ -     $ (0.5 )   $ (0.5 )

The net AOCI balance of ($12.9) million loss at April 3, 2010 includes ($2.7) million of net current deferred losses expected to be realized in the next twelve months.

 
16. FAIR VALUE
 
Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (exit price).  The inputs used to measure fair value are classified into the following hierarchy:
 
Level 1
 
Unadjusted quoted prices in active markets for identical assets or liabilities
     
Level 2
 
Unadjusted quoted prices in active markets for similar assets or liabilities, or
     
   
Unadjusted quoted prices for identical or similar assets or liabilities in markets that are not active, or
     
   
Inputs other than quoted prices that are observable for the asset or liability
     
Level 3
 
Unobservable inputs for the asset or liability

 
14

The Company uses the best available information in measuring fair value.  Financial assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement.  The following table sets forth the Company’s financial assets and liabilities that were accounted for at fair value on a recurring basis as of April 3, 2010 and January 2, 2010 (in millions):
 
Assets:
 
April 3, 2010
   
January 2, 2010
   
   Investments
  $ 147.1       117.6  
(Level 2)
Prepaid Expenses and Other Current Assets:
                 
       Derivative Currency Contracts
  $ 2.5       0.2  
(Level 2)
Derivative Commodity Contracts
  $ 6.7       4.4  
(Level 2)
Other Noncurrent Assets:
                 
Derivative Currency Contracts
  $ 3.1       1.1  
(Level 2)
Liabilities:
                 
Accrued Expenses:
                 
Derivative Currency Contracts
  $ 1.4       5.5  
(Level 2)
Derivative Commodity Contracts
    0.1       -  
(Level 2)
Hedging Obligations – Long Term:
                 
Interest Rate Swap
  $ 32.2       31.2  
(Level 2)

17. SUBSEQUENT EVENTS
 
As of April 3, 2010, several holders of the Company’s convertible senior subordinated debt exercised their conversion right.  The conversion notice for an additional $38.7 million was received prior to quarter end, however, this settlement occurred subsequent to quarter end.  The Company paid cash to redeem the par value of the debt and has elected to pay the conversion premium in shares of common stock.  The conversion premium for the $38.7 million of redemptions settled totaled 906,736 shares of Company stock.  The current diluted EPS calculation includes an amount estimated for the dilutive effect of the Convertible Notes as disclosed in Note 13 of Notes to Condensed Consolidated Financial Statements.
 
On April 6, 2010, the Company acquired CMG Engineering Group Pty, Ltd. (“CMG”) headquartered in Melbourne, Australia.  CMG manufactures and distributes fractional horsepower industrial motors, blower systems, and industrial metal products with operations in Australia, New Zealand, South Africa, Malaysia, Singapore, the United Kingdom, and the Middle East.  The purchase price was approximately $85.9 million, including $74.7 million in cash, approximately $5.1 million in assumed liabilities and 100,000 shares of Company stock.
 
ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
 
 OPERATIONS
 

Unless the context requires otherwise, references in this Item 2 to “we”, “us,” “our” or the “Company” refer collectively to Regal Beloit Corporation and its subsidiaries.
 

OVERVIEW
 
The global macro economic environment has continued to improve in the first quarter of 2010.  Sales of high efficiency products, particularly for HVAC and commercial refrigeration end markets, which are supported by the net economic impact to the end user and, in certain cases, are supported by tax credits and other subsidies continued to show strong growth rates.  During the first quarter, we also benefited from the absorption benefits of higher production volumes and we continued to reduce manufacturing and operating expenses to improve our profitability.
 
Net sales for the three months ended April 3, 2010 increased 14.4% to $507.3 million from $443.3 million in the comparable period of 2009.
 
Net income attributable to Regal Beloit Corporation increased 195.3% to $37.8 million for the three months ended April 3, 2010 as compared to $12.8 million in the comparable period last year.  Diluted earnings per share increased 151.3% to $0.98 for the three months ended April 3, 2010 as compared to $0.39 for the comparable period of 2009.

15

RESULTS OF OPERATIONS

NET SALES
 
(In millions)
 
   
Three Months Ended
 
   
April 3, 2010
   
March 28, 2009
 
Net Sales
  $ 507.3     $ 443.3  
  Sales growth rate
    14.4 %     (17.4 %)
                 
Net Sales by Segment:
               
  Electrical segment
  $ 457.2     $ 391.4  
    Sales growth rate
    16.8 %     (17.4 %)
  Mechanical segment
  $ 50.1     $ 51.9  
    Sales growth rate
    (3.5 %)     (17.0 %)


2010 versus 2009
 

Worldwide sales for the three months ended April 3, 2010 were $507.3 million, a 14.4% increase over the $443.3 million reported for the three months ended March 28, 2009.
 
In the Electrical segment sales increased 16.8% with sales for the residential HVAC motor business impacted by the higher efficiency product mix, and low prior year comparables resulting in a 32.9% increase during 2010 as compared to the first quarter 2009.
 
Driven by improving end markets, commercial and industrial motor sales in North America for the three months ended April 3, 2010 increased 9.8% over sales for the three months ended March 28, 2009.  Global generator sales however, decreased 9.3% for the three months ended April 3, 2010 as compared to the prior year.
 
Sales in the Mechanical segment decreased 3.5% from the prior year period as a result of the slower recovery in later cycle industrial products.
 
From a geographic perspective, Asia-based sales increased 27.3% as compared to 2009.  In total, sales to regions outside of the United States were 27.1% of total sales for the three months ended April 3, 2010 as compared to 26.7% in 2009.  The impact of foreign currency exchange rates increased total sales by 1.6% for the three months ended April 3, 2010 as compared to the prior year period.  Sales of high efficiency products were 17.7% of total sales in the three months ended April 3, 2010 versus 12.9% in the prior year period.
 
2009 versus 2008
 
Worldwide sales for the three months ended March 28, 2009 were $443.3 million, a 17.4% decrease over the $536.3 million reported for the three months ended March 29, 2008.  First quarter 2009 sales included $29.7 million of incremental sales from the businesses acquired in 2008 and the CPT acquisition in January 2009.
 
In the Electrical segment, sales decreased 17.4% including the impact of the acquisitions noted above.  Exclusive of the acquired businesses, Electrical segment sales were down 23.7%. Sales for the residential HVAC motor business were negatively impacted by the economic slowdown and decreased 22.0% versus 2008.  Sales of commercial and industrial motors in North America decreased approximately 23.0% for the first quarter of 2009, while sales of power generation products decreased 12.0% for the same period.
 
Sales in the Mechanical segment decreased 17.0% from the prior year period.
 
From a geographic perspective, Asia-based sales decreased 24.2% as compared to 2008.  In total, sales to regions outside of the United States were 26.7% of total sales for 2009 in comparison to 25.6% for 2008.  Sales of high efficiency product were 12.9% of total sales in the three months ended March 28, 2009 versus 12.2% in the prior year.

16


GROSS PROFIT
 
(In thousands)
 
   
Three Months Ended
 
   
April 3, 2010
   
March 28, 2009
 
Gross Profit
  $ 130,915     $ 90,570  
  Gross profit percentage
    25.8 %     20.4 %
                 
Gross Profit by Segment:
               
  Electrical segment
  $ 117,050     $ 76,643  
    Gross profit percentage
    25.6 %     19.6 %
  Mechanical segment
  $ 13,865     $ 13,927  
    Gross profit percentage
    27.7 %     26.9 %


2010 versus 2009
 
The gross profit margin for the three months ended April 3, 2010 was 25.8% as compared to 20.4% reported for 2009.  The gross profit margin for the Electrical segment was 25.6% for the three months ended April 3, 2010 versus 19.6% in the prior year.  Electrical segment margins improved due to a mix change toward higher efficiency products, cost reduction efforts, including the benefit from recent plant consolidations, and the absorption benefits of higher production volumes.  The Mechanical segment gross margin was 27.7% for the three months ended April 3, 2010 versus 26.9% in the prior year.  The Mechanical segment gross margin improvements were driven primarily by cost reduction efforts.
 
2009 versus 2008
 
The gross profit margin for the three months ended March 28, 2009 was 20.4% as compared to the 22.8% reported for 2008. Higher material costs had a significant impact on 2008 partially offset by the contribution from new products, productivity efforts, pricing actions, and product mix.  The raw material cost increases resulted primarily from increases in the cost of copper and steel.  The gross profit margin for the Electrical segment reflected these impacts and decreased to 19.6% from 21.9% in 2008. Mechanical segment gross profit margin decreased to 26.9% in 2009 from 29.1% in the prior year.
 
 
OPERATING EXPENSES
 
(In thousands)
 
   
Three Months Ended
 
   
April 3, 2010
   
March 28, 2009
 
Operating Expenses
  $ 68,150     $ 62,378  
  As a percentage of net sales
    13.4 %     14.1 %
                 
Operating Expenses by Segment:
               
  Electrical segment
  $ 60,710     $ 54,737  
    As a percentage of net sales
    13.3 %     14.0 %
  Mechanical segment
  $ 7,440     $ 7,641  
    As a percentage of net sales
    14.9 %     14.8 %
 
 
2010 versus 2009
 
Operating expenses were $68.2 million (13.4% of net sales) in the three months ended April 3, 2010 versus $62.4 million (14.1% of net sales) in 2009.  Higher sales volumes increased variable costs, and incremental spending on acquisition related costs raised operating costs in 2010.  Electrical segment operating expenses were 13.3% of net sales for the three months ended April 3, 2010 versus 14.0% in the prior year.   Mechanical segment operating expenses were 14.9% of net sales in 2010 and 14.8% in 2009.
 
2009 versus 2008
 
Operating expenses were $62.4 million (14.1% of net sales) in the three months ended March 28, 2009 versus $64.5 million (12.0% of sales) in 2007. Electrical segment operating expenses were 14.0% of sales in 2009 and 11.9% of sales in 2008.  Mechanical operating expenses as a percent of sales increased to 14.8% from 13.0% in 2008.
 
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INCOME FROM OPERATIONS
 
(In thousands)
 
   
Three Months Ended
 
   
April 3, 2010
   
March 28, 2009
 
Income from Operations
  $ 62,765     $ 28,192  
  As a percentage of net sales
    12.4 %     6.4 %
                 
Income from Operations by Segment:
               
  Electrical segment
  $ 56,340     $ 21,906  
    As a percentage of net sales
    12.3 %     5.6 %
  Mechanical segment
  $ 6,425     $ 6,286  
    As a percentage of net sales
    12.8 %     12.1 %
 
 
2010 versus 2009
 
Income from operations was $62.8 million for the three months ended April 3, 2010 and $28.2 million in the prior year.  As a percentage of sales, income from operations was 12.4% in 2010 versus 6.4% in 2009.  Income from operations improved, driven by a mix toward higher efficiency products, cost reduction efforts, including the benefit from recent plant consolidations, and the absorption benefits of higher production volumes.  Electrical segment income from operations was 12.3% of net sales in 2010 versus 5.6% in 2009.  The Mechanical segment income from operations was 12.8% of net sales for 2010 versus 12.1% of net sales in 2009.
 
2009 versus 2008
 
Income from operations was $28.2 million versus $57.6 million in the comparable period of 2008.  As a percent of sales, income from operations was 6.4% for the three months ended March 28, 2009 versus 10.7% in the comparable period of 2007.  As a percent of sales, Electrical segment operating income decreased to 5.6% in 2009 from 10.0% in 2008. This decrease reflected lower operating profit margins from the acquired businesses, and significantly increased raw material costs partially offset by contributions from new products, pricing actions, and productivity. As a percent of sales, Mechanical segment operating income decreased to 12.1% in 2009 from 16.1% in 2008.
 
 
INTEREST EXPENSE, NET
 
(In thousands)
 
   
Three Months Ended
 
   
April 3, 2010
   
March 28, 2009
 
Interest Expense, Net
  $ 4,420     $ 6,986  
Quarter End Weighted Average Interest Rate
    3.7 %     3.4 %
 
 
2010 versus 2009
 
Net interest expense for the three months ended April 3, 2010 was $4.4 million versus $7.0 million for the three months ended March 28, 2009.  During 2010, the Company’s net interest expense decreased driven by lower average amounts of debt outstanding, a $1.1 million decrease in non-cash convertible debt financing expense, and higher interest income.
 
2009 versus 2008
 
Net interest expense was $7.0 million versus $8.0 million in the comparable period of 2008.  The decrease is driven by lower interest rates in 2009 versus the comparable period of 2008.
 
 
PROVISION FOR INCOME TAXES
 
(In thousands)
 
   
Three Months Ended
 
   
April 3, 2010
   
March 28, 2009
 
Income Taxes
  $ 18,477     $ 7,230  
   Effective Tax Rate
    31.7 %     34.1 %
 
 
2010 versus 2009
 
The effective tax rate for the three months ended April 3, 2010 was 31.7% compared to 34.1% in the prior year period.  The decrease in the effective tax rate is driven by changes in the global distribution of income.
 
2009 versus 2008
 
The effective tax rate for the three months ended March 28, 2009 was 34.1% versus 35.4% in the prior year period.  The decrease in the effective tax rate results from the global distribution of income.
 
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NET INCOME ATTRIBUTABLE TO REGAL BELOIT CORPORATION AND EARNINGS PER SHARE
 
   
(In millions, except per share data)
 
   
Three Months Ended
 
   
April 3, 2010
   
March 28, 2009
 
Net Income Attributable to Regal Beloit Corporation
  $ 37.8     $ 12.8  
Fully Diluted Earnings per Share
  $ 0.98     $ 0.39  
   Average Number of Diluted Shares
    38.6       32.6  
 
 
2010 versus 2009
 
Net Income Attributable to Regal Beloit Corporation for the three months ended April 3, 2010 was $37.8 million, an increase of 195.3% versus the $12.8 million reported in 2009.  Fully diluted earnings per share was $0.98 as compared to $0.39 reported for the three months ended March 28, 2009.  The average number of diluted shares was 38,622,314 during the three months ended April 3, 2010 as compared to 32,594,802 during the three months ended March 28, 2009.
 
2009 versus 2008
 
Net Income Attributable to Regal Beloit Corporation for the three months ended March 28, 2009 was $12.8 million, a decrease of 59.3% versus the $31.4 million reported in the comparable period of 2008.  Fully diluted earnings per share was $0.39 as compared to $0.95 per share reported in 2008.  The average number of diluted shares was 32,594,802 during the three months ended March 28, 2009 as compared to 33,117,034 during the comparable period of 2008.
 
LIQUIDITY AND CAPITAL RESOURCES
 
Our principal source of liquidity is operating cash flow which we target to equal or exceed our net income.  In addition to operating income, other significant factors affecting our liquidity management include: working capital levels, capital expenditures, dividends, acquisitions, availability of debt financing and the ability to attract long-term capital at acceptable terms.
 
Distress and volatility in financial markets has created increased levels of uncertainty regarding available debt and equity capital.  We have assessed our liquidity and continue to monitor the impact of the broader volatility on our business including vendors and customers.  We have determined that there has not been a significant impact on our financial position, results of operations, or liquidity as of April 3, 2010.
 
Our working capital was $679.4 million at April 3, 2010, an increase of 1.4% from $670.3 million at year-end 2009.  At April 3, 2010 our current ratio, the ratio of our current assets to current liabilities, was 2.8:1 versus 3.2:1 at the previous year-end.  The decrease in our current ratio is driven by the reclassification of our Convertible Notes from Long-Term Debt to Current Maturities of Debt due to the exercise of conversion rights by bondholders (See also Note 9 of Notes to Condensed Consolidated Financial Statements).
 
Cash flow provided by operating activities (“operating cash flow”) was $44.4 million in 2010, a $25.8 million increase from 2009.   The increase was driven by a $25.9 million increase in net income.
 
Cash flow used in investing activities was ($40.3) million in 2010, $31.0 million more than in 2009 driven by the net purchase of investment securities of $29.1 million. Capital spending increased to $11.2 million in 2010 from $8.1 million a year earlier.
 
Cash flow used in financing activities was ($8.7) million in 2010 compared to cash flow provided of $8.0 million in 2009.  The $16.7 million change is driven by the repayment of $4.6 million in total debt in 2010 versus the net borrowing of $10.8 million in the comparable period of 2009.
 
At April 3, 2010, the Company had $250.0 million of Senior notes (“the Notes”) outstanding.  The Notes were sold pursuant to a Note Purchase Agreement (the “Agreement”) by and among the Company and the purchasers of the Notes.  The Notes were issued and sold in two series:  $150.0 million in Floating Rate Series 2007A Senior Notes, Tranche A, due August 23, 2014, and $100.0 million in Floating Rate Series 2007A Senior Notes, Tranche B, due August 23, 2017.  The Notes bear interest at a margin over the London Inter-Bank Offered Rate (“LIBOR”), which margin varies with the ratio of the Company’s consolidated debt to consolidated earnings before interest, taxes, deprecation, and amortization (“EBITDA”) as defined in the Agreement.  These interest rates also vary as LIBOR varies. The Agreement permits the Company to issue and sell additional note series, subject to certain terms and conditions described in the Agreement, up to a total of $600.0 million in combined Notes.
 
The Company’s $500.0 million revolving credit facility, (“the Facility”)  permits the Company to borrow at interest rates  based upon a margin above LIBOR, which margin varies with the ratio of senior funded debt (total debt excluding convertible debt) to EBITDA, as defined in the Facility.  These interest rates also vary as LIBOR varies.  We pay a commitment fee on the unused amount of the Facility, which also varies with the ratio of senior funded debt to EBITDA.
 
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The Company has entered into a Term Loan Agreement (“Term Loan”) with certain financial institutions, whereby the Company borrowed an aggregate principal amount of $165.0 million. The Term Loan matures in June 2013, and borrowings under the Term Loan generally bear interest at a variable rate equal to (i) a margin over the LIBOR, which margin varies depending on whether certain criteria are satisfied, or (ii) the alternate base rate as defined in the agreement.  At April 3, 2010, the interest rate of 1.2% was based on a margin over LIBOR.
 
The Notes, the Term Loan and the Facility require us to meet specified financial ratios and to satisfy certain financial condition tests.  We were in compliance with all debt covenants as of April 3, 2010.
 
ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
 
The following information should be read in conjunction with the Company’s 2009 Annual Report on Form 10-K filed on March 2, 2010.  Updated information on the Company’s use of derivative financial instruments is contained in Note 15 of Notes to Condensed Consolidated Financial Statements in this Quarterly Report on Form 10-Q.
 
We are exposed to market risk relating to the Company’s operations due to changes in interest rates, foreign currency exchange rates and commodity prices of purchased raw materials.  We manage the exposure to these risks through a combination of normal operating and financing activities and derivative financial instruments such as interest rate swaps, commodity cash flow hedges and foreign currency forward exchange contracts.
 
The Company is exposed to interest rate risk on certain of its short-term and long-term debt obligations used to finance our operations and acquisitions.  At April 3, 2010, net of interest rate swaps, we had $300.4 million of fixed rate debt and $171.5 million of variable rate debt, the latter subject to interest rate risk.  As a result, interest rate changes impact future earnings and cash flows assuming other factors are constant.  The Company utilizes interest rate swaps to manage fluctuations in cash flows resulting from exposure to interest rate risk on forecasted variable rate interest payments.
 
A hypothetical 10% change in our weighted average borrowing rate on outstanding variable rate debt at April 3, 2010, would result in a change in after-tax annualized earnings of approximately $0.1 million.
 

The Company periodically enters into commodity futures and options hedging transactions to reduce the impact of changing prices for certain commodities, such as copper and aluminum.  Contract terms of commodity hedge instruments generally mirror those of the hedged item, providing a high degree of risk reduction and correlation.
 
We are also exposed to foreign currency risks that arise from normal business operations.  These risks include the translation of local currency balances of foreign subsidiaries, intercompany loans with foreign subsidiaries and transactions denominated in foreign currencies.  Our objective is to minimize our exposure to these risks through a combination of normal operating activities and the utilization of foreign currency contracts to manage our exposure on the transactions denominated in currencies other than the applicable functional currency.  Contracts are executed with creditworthy banks and are denominated in currencies of major industrial countries.  It is our policy not to enter into derivative financial instruments for speculative purposes.  We do not hedge our exposure to the translation of reported results of foreign subsidiaries from local currency to United States dollars.
 
All derivatives are recorded on the balance sheet at fair value and are accounted for as cash flow hedges, changes in fair value are recorded in accumulated other comprehensive income (loss) in each accounting period.  An ineffective portion of the hedge’s change in fair value, if any, is recorded in earnings in the period of change.  The impact due to ineffectiveness was immaterial for all periods included in this report.
 
ITEM 4.  CONTROLS AND PROCEDURES
 
Disclosure Controls and Procedures.  The Company’s management, with the participation of the Company’s Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of the Company’s disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) as of the end of the period covered by this report.  Based on such evaluation, the Company’s Chief Executive Officer and Chief Financial Officer have concluded that, as of the end of such period, the Company’s disclosure controls and procedures were effective to ensure that (a) information required to be disclosed in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the Securities and Exchange Commission, and (b) information required to be disclosed by us in the reports we file or submit under the Exchange Act is accumulated and communicated to our management, including our Chief Executive Officer and our Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.
 
Internal Control Over Financial Reporting.  There were no changes in the Company’s internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the fiscal quarter to which this report relates that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.
 
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PART II - OTHER INFORMATION
 

Items 4 and 5 are inapplicable and have been omitted.
 
ITEM 1.  LEGAL PROCEEDINGS
 

On July 30, 2009, we filed a response and counterclaims to an action filed by Nordyne, Inc. (“Nordyne”) in the U.S. District Court for the Eastern District of Missouri in which action Nordyne is seeking a judgment declaring that neither Nordyne’s G7 furnace systems nor its iQ Drive 23-seer air conditioning systems infringe on our ECM (electronically commutated motor) systems patents (U.S. Patent No. 5,592,058) (“the ‘058 Patent”) and/or that the ‘058 Patent is invalid.  In our response and counterclaims against Nordyne we are seeking a judgment that the ‘058 Patent is valid and that Nordyne has, in fact, infringed and continues to infringe the ‘058 Patent by making, using, offering for sale and selling it G7 furnace systems and iQ Drive 23-seer air conditioning systems.  We have also requested the U.S. District Court to enjoin Nordyne and all persons working in concert with Nordyne from further infringement of the ‘058 Patent and to award us compensatory and other damages caused by such infringement.  We intend to defend our intellectual property vigorously against the claims asserted by Nordyne and against any infringement by Nordyne or any other person.  We do not currently believe that the litigation will have a material effect on the Company’s financial position or its results of operations.
 
The Company is, from time to time, party to litigation that arises in the normal course of our business operations, including product warranty and liability claims, contract disputes and environmental, asbestos, employment and other litigation matters.  The Company’s products are used in a variety of industrial, commercial and residential applications that subject us to claims that the use of our products is alleged to have resulted in injury or other damage.  The Company accrues for anticipated costs in defending against such lawsuits in amounts that we believe are adequate, and the Company does not believe that the outcome of any such lawsuit will have a material effect on the Company’s financial position or its results of operations.
 
ITEM 1A.  RISK FACTORS
 

The business and financial results of the Company are subject to numerous risks and uncertainties.  The risks and uncertainties have not changed materially from those reported in Item 1A in the 2009 Annual Report on Form 10-K filed on March 2, 2010.
 

ITEM 2.  UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
 

The following table contains detail related to the repurchase of common stock based on the date of trade during the three months ended April 3, 2010.
 

2009
Fiscal Month
 
Total Number of
Shares Purchased
   
Average Price
 Paid per Share
   
Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs
   
Maximum Number of Shares that May Be Purchased Under the Plan or Program
 
January 3, 2010 to February 6, 2010
    346     $ 50.88       -       2,115,900  
                                 
February 7, 2010 to March 6, 2010
    1,712       56.60       -       2,115,900  
                                 
March 7, 2010 to April 3, 2010
    221       59.59       -       2,115,900  
                                 
Total
    2,279               -          

 
Under the Company’s equity incentive plans, participants may pay the exercise price or satisfy all or a portion of the federal, state and local withholding tax obligations arising in connection with plan awards by electing to (a) have the Company withhold shares of common stock otherwise issuable under the award, (b) tender back shares received in connection with such award or (c) deliver other previously owned shares of common stock, in each case having a value equal to the exercise price or the amount to be withheld.  During the three months ended April 3, 2010, there were 2,279 shares acquired in connection with equity incentive plans.
 
The Board of Directors has approved repurchase programs for up to three million shares of the Company’s common stock.  Management is authorized to effect purchases from time to time in the open market or through privately negotiated transactions.
 
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ITEM 6.  EXHIBITS
 

Exhibit Number
 
Exhibit Description
     
12
 
Computation of Ratio of Earnings to Fixed Charges.
     
31.1
 
Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
     
31.2
 
Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
 
   
32.1
 
Certifications of the Chief Executive Officer and Chief Financial Officer Pursuant to 18 U.S.C. Sections 1350.


 
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SIGNATURE
 
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.
 
 
REGAL BELOIT CORPORATION
(Registrant)
 
 
/s/ David A. Barta
 
David A. Barta
Vice President and Chief Financial Officer
(Principal Accounting and Financial Officer)
Date: May 11, 2010
 


 
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INDEX TO EXHIBITS

Exhibit Number
 
 
Exhibit Description
     
12
 
Computation of Ratio of Earnings to Fixed Charges.
     
31.1
 
Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
     
31.2
 
Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
 
   
32.1
 
Certifications of the Chief Executive Officer and Chief Financial Officer Pursuant to 18 U.S.C. Section 1350
 

 
 


 
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