Regal Beloit(RRX)
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Regal Beloit(RRX) - 2023 Q3 - Earnings Call Presentation
2023-11-02 16:22
Creating a better tomorrow™… Third Quarter 2023 Earnings November 2, 2023 Industrial NON-GAAP FINANCIAL MEASURES We prepare financial statements in accordance with accounting principles generally accepted in the United States of America ("GAAP"). We also periodically disclose certain financial measures in our quarterly earnings releases, on investor conference calls, and in investor presentations and similar events that may be considered "non-GAAP" financial measures. This additional information is not mean ...
Regal Beloit(RRX) - 2023 Q2 - Quarterly Report
2023-08-04 16:07
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 for the quarterly period ended June 30, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number 001-07283 REGAL REXNORD CORPORATION (Exact name of registrant as specified in its charter) Wisconsin 39-0875718 (State or other jurisdiction of incorporation) (IRS Employer Ident ...
Regal Beloit(RRX) - 2023 Q2 - Earnings Call Transcript
2023-08-01 19:45
Regal Rexnord Corporation (NYSE:RRX) Q2 2023 Results Conference Call August 1, 2023 10:00 AM ET Company Participants Robert Barry - Vice President, Investor Relations Louis Pinkham - Chief Executive Officer Rob Rehard - Executive Vice President and CFO Conference Call Participants Mike Halloran - Baird Julian Mitchell - Barclays Christopher Glynn - Oppenheimer Nigel Coe - Wolfe Research Walter Liptak - Seaport Jeff Hammond - KeyBanc Capital Markets Operator Good morning, and welcome to the Regal Rexnord Cor ...
Regal Beloit(RRX) - 2023 Q1 - Quarterly Report
2023-05-09 20:04
[PART I — FINANCIAL INFORMATION](index=5&type=section&id=PART%20I%20%E2%80%94%20FINANCIAL%20INFORMATION) This section presents the company's unaudited condensed consolidated financial statements and management's discussion and analysis for the first quarter of 2023 [Condensed Consolidated Financial Statements (Unaudited)](index=5&type=section&id=Item%201%20%E2%80%94%20Condensed%20Consolidated%20Financial%20Statements%20(Unaudited)) For Q1 2023, Regal Rexnord reported a net loss of $5.9 million, a significant decline from the prior year, driven by decreased sales and increased expenses due to the Altra acquisition, which also expanded the balance sheet with increased assets and debt [Condensed Consolidated Statements of Income](index=5&type=section&id=Condensed%20Consolidated%20Statements%20of%20Income) The company reported a net loss of $5.9 million in Q1 2023, a significant decrease from $125.6 million net income in Q1 2022, primarily due to higher interest expenses Condensed Consolidated Statements of Income (Q1 2023 vs Q1 2022) | Metric | Three Months Ended March 31, 2023 | Three Months Ended March 31, 2022 | | :--- | :--- | :--- | | **Net Sales** | $1,224.1 M | $1,298.5 M | | **Gross Profit** | $398.1 M | $421.9 M | | **Income from Operations** | $68.9 M | $169.9 M | | **Income before Taxes** | $6.8 M | $163.3 M | | **Net (Loss) Income Attributable to Regal Rexnord** | $(5.9) M | $125.6 M | | **(Loss) Earnings Per Share (Diluted)** | $(0.09) | $1.85 | - Interest expense increased significantly to **$95.4 million** in Q1 2023 from **$9.0 million** in Q1 2022, largely due to financing for the Altra acquisition[13](index=13&type=chunk) [Condensed Consolidated Balance Sheets](index=7&type=section&id=Condensed%20Consolidated%20Balance%20Sheets) Total assets increased to $16.5 billion from $10.3 billion, and long-term debt rose to $7.2 billion, primarily due to the Altra acquisition Key Balance Sheet Items (As of March 31, 2023 vs Dec 31, 2022) | Metric | March 31, 2023 | December 31, 2022 | | :--- | :--- | :--- | | **Total Current Assets** | $4,109.1 M | $3,000.5 M | | **Goodwill** | $6,526.7 M | $4,018.8 M | | **Intangible Assets, Net** | $4,414.6 M | $2,229.9 M | | **Total Assets** | $16,547.4 M | $10,268.9 M | | **Long-Term Debt** | $7,210.6 M | $1,989.7 M | | **Total Equity** | $6,455.7 M | $6,422.6 M | - The significant increase in assets, goodwill, intangible assets, and long-term debt is primarily attributable to the acquisition of Altra Industrial Motion Corp. in March 2023[17](index=17&type=chunk)[39](index=39&type=chunk) [Condensed Consolidated Statements of Cash Flows](index=9&type=section&id=Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) Operating cash flow improved to $106.2 million, while investing activities saw a $4.87 billion outflow and financing activities a $5.2 billion inflow, both driven by the Altra acquisition Cash Flow Summary (Q1 2023 vs Q1 2022) | Cash Flow Activity | Three Months Ended March 31, 2023 | Three Months Ended March 31, 2022 | | :--- | :--- | :--- | | **Net Cash Provided by (Used in) Operating Activities** | $106.2 M | $(5.9) M | | **Net Cash Used in Investing Activities** | $(4,865.5) M | $(47.0) M | | **Net Cash Provided By Financing Activities** | $5,203.6 M | $3.7 M | | **Net Increase (Decrease) in Cash** | $454.8 M | $(48.1) M | - Cash used in investing activities surged to **$4.87 billion**, primarily due to **$4.85 billion** spent on business acquisitions, net of cash acquired, reflecting the Altra transaction[22](index=22&type=chunk) - Cash from financing activities was **$5.2 billion**, driven by proceeds from long-term borrowings of **$5.53 billion** used to fund the Altra acquisition[22](index=22&type=chunk) [Notes to Condensed Consolidated Financial Statements](index=10&type=section&id=Notes%20to%20Condensed%20Consolidated%20Financial%20Statements) The company realigned its operating segments and completed the Altra Industrial Motion Corp. acquisition for approximately $5.1 billion, financed by $4.7 billion in Senior Notes and an upsized Term Loan - Effective Q1 2023, in conjunction with the Altra acquisition, the company realigned its operating segments into: Industrial Powertrain Solutions (IPS), Power Efficiency Solutions (PES), Automation & Motion Control (AMC), and Industrial Systems; prior period information has been reclassified accordingly[28](index=28&type=chunk) - On March 27, 2023, the company completed its acquisition of Altra Industrial Motion Corp. for a preliminary purchase price of approximately **$5.1 billion**[39](index=39&type=chunk)[42](index=42&type=chunk) - To finance the Altra transaction, the company issued **$4.7 billion** in Senior Notes in January 2023 and upsized its Term Loan facility by **$840.0 million** in March 2023[79](index=79&type=chunk)[84](index=84&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=32&type=section&id=Item%202%20%E2%80%94%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Net sales decreased by 5.7% in Q1 2023 due to organic declines and currency effects, with varied segment performance and significant acquisition-related costs impacting operating income [Overview and Segment Realignment](index=32&type=section&id=Overview%20and%20Segment%20Realignment) The company realigned its business into four new operating segments following the Altra acquisition and is considering strategic alternatives for its Industrial Systems segment - Following the Altra acquisition, the company realigned its business into four new operating segments: Industrial Powertrain Solutions (IPS), Power Efficiency Solutions (PES), Automation & Motion Control (AMC), and Industrial Systems[131](index=131&type=chunk) - The company is currently considering a full range of strategic alternatives for its Industrial Systems operating segment, which may or may not lead to a divestiture[132](index=132&type=chunk) [Altra Transaction and 2023 Outlook](index=35&type=section&id=Altra%20Transaction%20and%202023%20Outlook) The Altra acquisition was completed in March 2023, and the company anticipates a low single-digit organic sales decline for 2023, with synergies offset by headwinds - The acquisition of Altra Industrial Motion Corp. was completed on March 27, 2023, making Altra a wholly owned subsidiary[144](index=144&type=chunk) - For 2023, the company expects a **low single-digit percentage decline** in organic sales; benefits from synergies and productivity initiatives are expected to be more than offset by headwinds from lower volumes, inflation, and higher interest and tax expenses[146](index=146&type=chunk) [Results of Operations](index=36&type=section&id=Results%20of%20Operations) Consolidated net sales decreased by 5.7% in Q1 2023, with operating expenses rising due to acquisition costs and the effective tax rate significantly increasing - Consolidated net sales decreased by **5.7%** to **$1,224.1 million** in Q1 2023, comprising a **4.1% decline** in organic sales and a **1.6% negative impact** from foreign currency translation[149](index=149&type=chunk) Segment Net Sales (Q1 2023 vs Q1 2022) | Segment | Q1 2023 Net Sales | Q1 2022 Net Sales | % Change | | :--- | :--- | :--- | :--- | | Industrial Powertrain Solutions | $414.4 M | $416.3 M | -0.5% | | Power Efficiency Solutions | $469.5 M | $567.2 M | -17.2% | | Automation & Motion Control | $203.2 M | $184.3 M | +10.3% | | Industrial Systems | $137.0 M | $130.7 M | +4.8% | - Operating expenses increased by **30.6%** to **$77.2 million**, primarily due to higher acquisition costs from the Altra Transaction and increased employee compensation[150](index=150&type=chunk) - The effective tax rate rose to **180.9%** in Q1 2023 from **22.2%** in Q1 2022, mainly due to non-deductible transaction costs associated with the Altra acquisition[155](index=155&type=chunk) [Liquidity and Capital Resources](index=38&type=section&id=Liquidity%20and%20Capital%20Resources) Operating cash flow improved to $106.2 million, while net debt borrowings of $5.28 billion primarily funded the Altra acquisition, with $870.0 million available under the revolving facility - Cash flow from operating activities increased to **$106.2 million** for Q1 2023, up from a use of **$5.9 million** in Q1 2022, driven by improvements in working capital[159](index=159&type=chunk) - Net debt borrowings were **$5.28 billion** in Q1 2023, primarily to fund the Altra acquisition, including the issuance of **$4.7 billion** in Senior Notes[162](index=162&type=chunk) - As of March 31, 2023, the company had **$870.0 million** of available borrowing capacity under its Multicurrency Revolving Facility[168](index=168&type=chunk) - The company anticipates capital spending of approximately **$150 million** in fiscal 2023, to be funded by operating cash flows[161](index=161&type=chunk) [Quantitative and Qualitative Disclosures about Market Risk](index=38&type=section&id=Item%203%20%E2%80%94%20Quantitative%20and%20Qualitative%20Disclosures%20about%20Market%20Risk) The company manages interest rate, foreign currency, and commodity price risks using derivatives, with $2.5 billion in variable rate debt and significant notional amounts in foreign currency and commodity hedges - The company manages market risks related to interest rates, foreign currency, and commodity prices through derivative financial instruments, including swaps and forward contracts[171](index=171&type=chunk) - As of March 31, 2023, the company had **$2,545.8 million** of variable rate debt; a hypothetical **10% change** in the weighted average borrowing rate would change after-tax annualized earnings by **$14.7 million**[173](index=173&type=chunk)[174](index=174&type=chunk) - The company uses foreign currency forward contracts to hedge forecasted transactions; outstanding contracts as of March 31, 2023, had notional amounts of **$251.4 million** (CNY), **$189.1 million** (MXN), and **$342.3 million** (EUR), among others[113](index=113&type=chunk)[179](index=179&type=chunk) - Commodity hedging is used for materials like copper and aluminum; as of March 31, 2023, outstanding copper forward contracts had a notional value of **$67.4 million**[113](index=113&type=chunk)[182](index=182&type=chunk) [Controls and Procedures](index=41&type=section&id=Item%204%20%E2%80%94%20Controls%20and%20Procedures) Management concluded that disclosure controls were effective as of March 31, 2023, with no material changes to internal controls, and Altra's operations are being integrated into the control framework - Management concluded that the company's disclosure controls and procedures were effective as of the end of the period covered by the report (March 31, 2023)[185](index=185&type=chunk) - No changes in internal control over financial reporting occurred during the quarter that have materially affected, or are reasonably likely to materially affect, these controls[186](index=186&type=chunk) - The company is actively incorporating its controls and procedures into the newly acquired Altra operations as part of the ongoing integration process[187](index=187&type=chunk) [PART II — OTHER INFORMATION](index=41&type=section&id=PART%20II%20%E2%80%94%20OTHER%20INFORMATION) This section provides updates on legal proceedings, risk factors, equity security sales, and a list of exhibits filed with the Form 10-Q [Legal Proceedings](index=41&type=section&id=Item%201%20%E2%80%94%20Legal%20Proceedings) There have been no material changes in the company's legal proceedings since the 2022 Annual Report on Form 10-K - No material changes have occurred in the legal matters previously described in the company's 2022 Annual Report on Form 10-K[189](index=189&type=chunk) [Risk Factors](index=41&type=section&id=Item%201A%20%E2%80%94%20Risk%20Factors) The company's risk factors have not materially changed from those disclosed in its Annual Report on Form 10-K for the year ended December 31, 2022 - The company's risk factors have not changed materially from those reported in the Annual Report on Form 10-K for the year ended December 31, 2022[190](index=190&type=chunk) [Unregistered Sales of Equity Securities and Use of Proceeds](index=41&type=section&id=Item%202%20%E2%80%94%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) The company did not repurchase common stock in Q1 2023, with $195.0 million remaining available under its share repurchase program - There were no repurchases of common stock during the first quarter of 2023[192](index=192&type=chunk) - As of March 31, 2023, the maximum value of shares available for purchase under the company's share repurchase program is **$195.0 million**[192](index=192&type=chunk) [Exhibits](index=42&type=section&id=Item%206%20%E2%80%94%20Exhibits) This section lists the exhibits filed with the Form 10-Q, including Indenture and Registration Rights Agreement for Senior Notes, and CEO/CFO certifications - Exhibits filed include the Indenture and Registration Rights Agreement related to the Senior Notes issued in January 2023[193](index=193&type=chunk) - Certifications from the Chief Executive Officer and Chief Financial Officer pursuant to the Sarbanes-Oxley Act of 2002 are included as exhibits[193](index=193&type=chunk)
Regal Beloit(RRX) - 2023 Q1 - Earnings Call Presentation
2023-05-05 19:52
Creating a better tomorrow™… May 5, 2023 1Q 2023 FORWARD LOOKING STATEMENTS 2 NON-GAAP FINANCIAL MEASURES In this presentation, we disclose the following non-GAAP financial measures, and we reconcile these measures in the tables below to the most directly comparable GAAP financial measures: adjusted diluted earnings per share, adjusted income from operations, adjusted operating margin, adjusted net sales, net debt, EBITDA, adjusted EBITDA, proforma EBITDA, proforma adjusted EBITDA, normalized adjusted EBITD ...
Regal Beloit(RRX) - 2023 Q1 - Earnings Call Transcript
2023-05-05 19:52
Regal Rexnord Corporation (NYSE:RRX) Q1 2023 Earnings Conference Call May 5, 2023 10:00 AM ET Company Participants Robert Barry - Vice President, Investor Relations Louis Pinkham - Chief Executive Officer Rob Rehard - Executive Vice President and CFO Conference Call Participants Mike Halloran - Baird Christopher Glynn - Oppenheimer Jeff Hammond - KeyBanc Capital Markets Nigel Coe - Wolfe Research Julian Mitchell - Barclays Operator Hello. And welcome to the Regal Rexnord First Quarter 2023 Earnings Conferen ...
Regal Beloit(RRX) - 2022 Q4 - Annual Report
2023-02-24 18:32
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 Commission File number 1-7283 Regal Rexnord Corporation (Exact Name of Registrant as Specified in Its Charter) Wisconsin 39-0875718 (State of Incorporation) (IRS Employer Identification No.) 200 State Street, Beloit, Wisconsin 53511 (Address of principal executive offices) (608) 364-8800 (Registrant' ...
Regal Beloit(RRX) - 2022 Q4 - Earnings Call Transcript
2023-02-02 20:08
Regal Rexnord Corporation (NYSE:RRX) Q4 2022 Results Conference Call February 2, 2023 10:00 AM ET Company Participants Robert Barry - VP, IR Louis Pinkham - CEO Rob Rehard - VP and CFO Conference Call Participants Nigel Coe - Wolfe Research Mike Halloran - Baird Christopher Glynn - Oppenheimer Jeff Hammond - KeyBanc Capital Markets Chris Dankert - Loop Capital Operator Good morning, and welcome to the Regal Rexnord Fourth Quarter 2022 Earnings Conference Call. All participants will be in listen-only mode. [ ...
Regal Beloit(RRX) - 2022 Q3 - Quarterly Report
2022-11-04 18:57
[PART I — FINANCIAL INFORMATION](index=5&type=section&id=PART%20I%20%E2%80%94%20FINANCIAL%20INFORMATION) This section presents the unaudited condensed consolidated financial statements, management's discussion and analysis, market risk disclosures, and controls and procedures [Condensed Consolidated Financial Statements (Unaudited)](index=5&type=section&id=Item%201%20%E2%80%94%20Condensed%20Consolidated%20Financial%20Statements%20%28Unaudited%29) The unaudited condensed consolidated financial statements for the period ended September 30, 2022, show significant year-over-year growth in revenue and net income, largely driven by recent acquisitions [Condensed Consolidated Statements of Income](index=5&type=section&id=Condensed%20Consolidated%20Statements%20of%20Income) The income statement reflects substantial increases in net sales, gross profit, and net income for the three and nine months ended September 30, 2022 Key Income Statement Data (in Millions) | Metric | Three Months Ended Sep 30, 2022 | Three Months Ended Oct 2, 2021 | Nine Months Ended Sep 30, 2022 | Nine Months Ended Oct 2, 2021 | | :--- | :--- | :--- | :--- | :--- | | **Net Sales** | $1,325.3 | $892.7 | $3,973.2 | $2,593.7 | | **Gross Profit** | $407.7 | $268.1 | $1,263.1 | $775.6 | | **Income from Operations** | $173.9 | $120.9 | $538.7 | $337.6 | | **Net Income Attributable to Regal Rexnord** | $119.8 | $79.8 | $387.4 | $233.1 | | **Diluted EPS** | $1.80 | $1.95 | $5.76 | $5.69 | [Condensed Consolidated Balance Sheets](index=7&type=section&id=Condensed%20Consolidated%20Balance%20Sheets) The balance sheet shows an increase in cash and inventories, a slight decrease in total assets, and an increase in long-term debt as of September 30, 2022 Key Balance Sheet Data (in Millions) | Metric | September 30, 2022 | January 1, 2022 | | :--- | :--- | :--- | | **Cash and Cash Equivalents** | $723.6 | $672.8 | | **Inventories** | $1,361.5 | $1,192.4 | | **Goodwill** | $3,968.8 | $4,039.2 | | **Total Assets** | $10,249.0 | $10,367.4 | | **Long-Term Debt** | $2,165.2 | $1,913.6 | | **Total Equity** | $6,171.8 | $6,408.2 | [Condensed Consolidated Statements of Cash Flows](index=10&type=section&id=Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) Cash flow from operating activities decreased for the nine months ended September 30, 2022, while cash and cash equivalents at period-end increased Cash Flow Summary (in Millions) | Cash Flow Activity | Nine Months Ended Sep 30, 2022 | Nine Months Ended Oct 2, 2021 | | :--- | :--- | :--- | | **Net Cash Provided by Operating Activities** | $238.0 | $258.1 | | **Net Cash Used in Investing Activities** | $(84.1) | $(37.5) | | **Net Cash Used in Financing Activities** | $(41.4) | $(500.8) | | **Effect of Exchange Rates on Cash** | $(61.7) | $(2.5) | | **Net Increase (Decrease) in Cash** | $50.8 | $(282.7) | | **Cash and Cash Equivalents at End of Period** | $723.6 | $328.6 | [Notes to Condensed Consolidated Financial Statements](index=11&type=section&id=Notes%20to%20Condensed%20Consolidated%20Financial%20Statements) Key notes include a fiscal year-end change, a retrospective inventory accounting method change, and details on significant acquisitions - Effective in fiscal year 2022, the company changed its fiscal year-end to a calendar year ending December 31[30](index=30&type=chunk) - As of January 2, 2022, the company changed its inventory valuation method from LIFO to FIFO, retrospectively applying the change to all presented periods[31](index=31&type=chunk)[34](index=34&type=chunk) - On October 4, 2021, the company completed its combination with the Rexnord PMC business in a Reverse Morris Trust transaction, with total consideration of approximately **$4.0 billion**[55](index=55&type=chunk)[61](index=61&type=chunk) - On November 23, 2021, the company acquired Arrowhead Systems, LLC for **$315.6 million** in cash[71](index=71&type=chunk) - On October 26, 2022, the company entered into a definitive agreement to acquire Altra Industrial Motion Corp. for an enterprise value of approximately **$4.95 billion**[141](index=141&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=38&type=section&id=Item%202%20%E2%80%94%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management attributes the significant increase in net sales for Q3 2022 primarily to the acquisitions of Rexnord PMC and Arrowhead, alongside organic sales growth Q3 2022 vs Q3 2021 Performance Summary | Metric | Q3 2022 | Q3 2021 | Change | Drivers | | :--- | :--- | :--- | :--- | :--- | | **Net Sales** | $1,325.3M | $892.7M | +48.5% | Acquisitions (+42.8%), Organic Growth (+8.2%), FX (-2.5%) | | **Gross Profit** | $407.7M | $268.1M | +52.1% | Acquisitions, price realization, offset by inflation & restructuring | | **Operating Income** | $173.9M | $120.9M | +43.8% | Acquisitions, offset by higher operating expenses | - The Motion Control Solutions segment's net sales surged by **185.5%** in Q3 2022, primarily due to the acquisitions of the Rexnord PMC and Arrowhead businesses[174](index=174&type=chunk) - The company expects to continue to see **high single-digit organic sales growth** for the full year 2022, driven by price realization and growth initiatives, despite inflation and supply chain challenges[169](index=169&type=chunk) - Cash flow from operations decreased to **$238.0 million** for the first nine months of 2022 from **$258.1 million** in the prior year, mainly due to an increase in working capital[183](index=183&type=chunk) - In connection with the pending Altra acquisition, the company has secured a debt commitment for a senior bridge loan facility of approximately **$5.5 billion**[142](index=142&type=chunk)[190](index=190&type=chunk) [Quantitative and Qualitative Disclosures about Market Risk](index=49&type=section&id=Item%203%20%E2%80%94%20Quantitative%20and%20Qualitative%20Disclosures%20about%20Market%20Risk) The company manages market risks from interest rates, foreign currency exchange rates, and commodity prices through derivative financial instruments - The company manages market risk through derivative instruments, with policies prohibiting their use for speculative purposes[204](index=204&type=chunk) - A hypothetical **10% change** in the weighted average borrowing rate on the **$1.63 billion** of variable rate debt would result in a **$7.2 million** change in after-tax annualized earnings[207](index=207&type=chunk)[208](index=208&type=chunk) Foreign Exchange Contract Exposure (Notional Amounts, in Millions) | Currency | Notional Amount (USD) | | :--- | :--- | | Chinese Renminbi | $201.4 | | Mexican Peso | $181.0 | | Euro | $204.7 | | Indian Rupee | $49.3 | Commodity Contract Exposure (Notional Amounts, in Millions) | Commodity | Notional Amount (USD) | | :--- | :--- | | Copper | $126.4 | | Aluminum | $5.5 | [Controls and Procedures](index=52&type=section&id=Item%204%20%E2%80%94%20Controls%20and%20Procedures) Management concluded that the company's disclosure controls and procedures were effective as of September 30, 2022, with no material changes to internal controls - The Chief Executive Officer and Chief Financial Officer concluded that the company's disclosure controls and procedures were effective as of the end of the reporting period[219](index=219&type=chunk) - No material changes to the company's internal control over financial reporting were identified during the third fiscal quarter of 2022[220](index=220&type=chunk) [PART II — OTHER INFORMATION](index=52&type=section&id=PART%20II%20%E2%80%94%20OTHER%20INFORMATION) This section covers legal proceedings, risk factors, unregistered sales of equity securities, and exhibits [Legal Proceedings](index=52&type=section&id=Item%201%20%E2%80%94%20Legal%20Proceedings) There have been no material changes in the legal matters previously disclosed in the company's Annual Report on Form 10-K for the year ended January 1, 2022 - No material changes in legal proceedings have occurred since the filing of the 2021 Annual Report on Form 10-K[222](index=222&type=chunk) [Risk Factors](index=52&type=section&id=Item%201A%20%E2%80%94%20Risk%20Factors) The company has identified new significant risks related to the pending acquisition of Altra Industrial Motion Corp., including transaction completion, increased debt, and integration challenges - The consummation of the Altra Transaction is subject to numerous conditions, including shareholder and regulatory approvals, and there is no assurance it will be completed[224](index=224&type=chunk)[225](index=225&type=chunk) - The company expects to incur substantial new indebtedness (up to **~$7.5 billion**) to fund the Altra Transaction, which will significantly increase debt levels and service obligations[228](index=228&type=chunk)[229](index=229&type=chunk) - Potential difficulties in integrating Altra's business, systems, and personnel could prevent the company from realizing the anticipated benefits and synergies of the acquisition[232](index=232&type=chunk)[233](index=233&type=chunk) - The company will incur significant one-time costs for financing, transaction, and integration related to the Altra acquisition, which could adversely affect liquidity and operating results[236](index=236&type=chunk) [Unregistered Sales of Equity Securities and Use of Proceeds](index=54&type=section&id=Item%202%20%E2%80%94%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) During Q3 2022, the company repurchased 391,991 shares of common stock for $55.3 million under its authorized share repurchase program Share Repurchase Activity (Q3 2022) | Period | Total Shares Purchased | Average Price Paid per Share | Total Value (in millions) | | :--- | :--- | :--- | :--- | | Jul 2022 | 47,953 | $110.25 | $5.3 | | Aug 2022 | 344,038 | $145.35 | $50.0 | | Sep 2022 | — | — | — | | **Total Q3** | **391,991** | **N/A** | **$55.3** | - The share repurchases were conducted under the **$500.0 million** authorization approved by the Board of Directors in October 2021, which has no expiration date[241](index=241&type=chunk) [Exhibits](index=56&type=section&id=Item%206%20%E2%80%94%20Exhibits) This section lists the exhibits filed with the Form 10-Q, including separation agreements and required certifications - Exhibits filed include separation and retirement agreements for John C. Kunze[243](index=243&type=chunk) - Required CEO and CFO certifications pursuant to Section 302 and Section 1350 of the Sarbanes-Oxley Act are included as exhibits[243](index=243&type=chunk)
Regal Beloit(RRX) - 2022 Q3 - Earnings Call Transcript
2022-11-01 20:35
Regal Rexnord Corporation (NYSE:RRX) Q3 2022 Results Conference Call November 1, 2022 10:00 AM ET Company Participants Robert Barry - VP of IR Louis Pinkham - CEO and Director Robert Rehard - VP and CFO Conference Call Participants Michael Halloran - Baird Julian Mitchell - Barclays Jeff Hammond - KeyBanc Joe Ritchie - Goldman Sachs Christopher Glynn - Oppenheimer Nigel Coe - Wolfe Research Chris Dankert - Loop Capital Operator Good morning, and welcome to the Regal Rexnord Third Quarter 2022 Earnings Confe ...