News Release| Rexnord Corporation Reports Fourth Quarter and Full Fiscal Year 2012 Results |
Call scheduled for Thursday, May 10, 2012 at 10:00 a.m. Eastern Time
MILWAUKEE--(BUSINESS WIRE)--May. 9, 2012--
Rexnord Corporation (NYSE: RXN) announces its results for the fourth
quarter and fiscal year ended March 31, 2012.
Initial Public Offering:
During the fourth quarter, we completed our initial public offering
("IPO") of Rexnord Corporation and our common stock began trading on
March 29, 2012 on the NYSE under the symbol RXN. The IPO, which closed
on April 3, 2012, resulted in the sale of approximately 27.2 million new
shares or 29% of the total common shares outstanding. Upon closing, we
received net proceeds of $462.0 million that were primarily utilized to
redeem $300.0 million of our outstanding 11.75% senior subordinated
notes and pay other fees and expenses. Since this transaction did not
close prior to our fiscal year-end, the resulting share issuance and
subsequent use of proceeds have not been reflected in our fiscal 2012
financial statements.
Fourth Quarter Highlights:
-
Net sales increased 19% over the prior year to $546 million (+10% core
growth, +10% acquisition, -1% divestiture).
-
Net income was $9 million and adjusted net income was $25 million.
-
Adjusted EBITDA grew 26% to $113 million and increased 110 basis
points to 20.7% of sales compared to last year.
-
Diluted earnings per share was $0.12 and adjusted earnings per share
was $0.35.
-
During the fourth quarter, we refinanced our existing credit facility
with $950 million of new term loans (maturing April 2018) and a $180
million un-drawn revolver (maturing March 2017). Proceeds from this
refinancing were utilized to extinguish all existing indebtedness
under our prior credit facility as well as repay outstanding
borrowings under our accounts receivable securitization program.
Effective April 18, 2012, our revolver was increased to $265 million
through $85 million of incremental lender commitments.
Fiscal 2012 Highlights:
-
Net sales increased 16% over the prior year to $1,970 million (+10%
core growth, +6% acquisition, +1% foreign currency translation, -1%
divestiture).
-
Net income was $30 million and adjusted net income was $69 million.
-
Adjusted EBITDA increased 15% to $387 million or 19.7% of sales.
-
Diluted earnings per share was $0.42 and adjusted earnings per share
was $0.96.
-
Free cash flow was $81 million and included $5 million of incremental
interest costs associated with out credit facility refinancing.
Excluding these costs, free cash flow was 125% of our adjusted net
income.
-
Our cash balance and total liquidity (cash plus available borrowings)
was $298 million and $533 million at March 31, 2012, respectively.
Pro-forma for completion of the IPO (including the subsequent use of
proceeds to redeem $300.0 of senior subordinated notes and payment of
various expenses) and the $85 million revolver increase, we entered
Fiscal 2013 with $737 million of total liquidity and net debt leverage
of 4.2x compared to 5.7x at March 31, 2011 based on a trailing twelve
month pro-forma adjusted EBITDA of $401 million (see the supplementary
pro-forma calculations of net debt leverage and liquidity contained
within this press release).
“We're pleased with the strong finish to our fiscal 2012. Over the past
year, we have continued to accelerate our progress in driving core
growth initiatives and expanding in emerging markets while driving
customer satisfaction through operational excellence. We are excited
about the long-term prospects for Rexnord and we look forward to
creating value for our shareholders as we move forward.” commented Todd
A. Adams, President and Chief Executive Officer.
Fourth Quarter 2012 Segment Highlights
Process & Motion Control
Process & Motion Control ("PMC") net sales increased 11% (+14% core
growth, -2% divestiture, -1% foreign currency translation) to $365
million in the quarter. The core sales growth of 14% in the quarter was
driven by continued solid demand and market share gains across the
majority of our served global markets.
PMC Adjusted EBITDA grew 25% to $96 million, or 26.2% of sales, compared
to $77 million, or 23.4% of sales, in the prior year fourth quarter. The
year-over-year improvement in Adjusted EBITDA and Adjusted EBITDA
margins is primarily driven by productivity gains and operating leverage
on higher year-over-year sales volume net of investment in new product
development and global growth capabilities.
Water Management
Water Management net sales in the fourth quarter increased 37% (+1% core
growth, +36% acquisition) over the prior year to $181 million. The core
sales growth of 1% was driven by the impact of market share gains and
increased alternative market sales, which was partially offset by lower
shipments to the North American municipal water markets.
Water Management Adjusted EBITDA in the fourth quarter was $25 million,
or 14.0% of sales, an increase of 210 basis points over our fiscal 2012
third quarter margin and compared to $24 million, or 17.8% of sales, in
the prior year fourth quarter. Fiscal 2012 Adjusted EBITDA margins were
adversely impacted by lower profitability of certain long-lead time
projects within the North American municipal water markets, short-term
facility consolidation costs as well as the mix impact of the VAG
acquisition.
Fiscal 2013 Outlook and Guidance
As a public company, we will be providing annual guidance and will
update the annual guidance quarterly. Our guidance excludes the impact
of any future acquisition or divestiture transactions, future
restructuring actions or future other non-recurring costs. Based on our
current outlook, we anticipate net sales to be in the range of $2.120
billion to $2.165 billion, Adjusted EBITDA to be in the range of $435
million to $450 million and free cash flow to exceed adjusted net
income. We will provide additional details during our earnings call.
Non-GAAP Financial Measures
The following non-GAAP financial measures are utilized by management in
comparing our operating performance on a consistent basis. We believe
that these financial measures are appropriate to enhance an overall
understanding of our underlying operating performance trends compared to
historical and prospective periods and our peers. Management also
believes that these measures are useful to investors in their analysis
of our results of operations and provide improved comparability between
fiscal periods. Non-GAAP financial measures should not be considered in
isolation from, or as a substitute for, financial information calculated
in accordance with GAAP. Investors are encouraged to review the
reconciliation of these non-GAAP measures to their most directly
comparable GAAP financial measures. A reconciliation of non-GAAP
financial measures presented above to our GAAP results has been provided
in the financial tables included in this press release.
Core Sales Growth
Core sales growth excludes the impact of acquisitions, divestitures and
foreign currency translation. Management believes that core sales growth
facilitates easier comparisons of our net sales performance with prior
and future periods and to our peers. We exclude the effect of
acquisitions because the nature, size and number of acquisitions can
vary dramatically from period to period and between us and our peers,
and can also obscure underlying business trends and make comparisons of
long-term performance difficult. We exclude the effect of foreign
currency translation from this measure because the volatility of
currency translation is not under management's control.
Adjusted Net Income and Adjusted Earnings Per Share
Adjusted net income and adjusted earnings per share (calculated on a
diluted basis) exclude actuarial gains and losses on pension and
postretirement benefit obligations, restructuring and other similar
costs, gains or losses on divestitures and / or the extinguishment of
debt, the impact of inventory fair value adjustments in connection with
purchase accounting, and other non-operational, non-cash or
non-recurring losses, net of their income tax impact. The tax rates used
to calculate adjusted net income and adjusted earnings per share is
based on a transaction specific basis. We believe that adjusted net
income and adjusted earnings per share are useful in assessing our
financial performance by excluding items that are not indicative of our
core operating performance or that may obscure trends useful in
evaluating our continuing results of operations.
EBITDA
EBITDA represents earnings before interest, taxes, depreciation and
amortization. EBITDA is presented because it is an important
supplemental measure of performance and it is frequently used by
analysts, investors and other interested parties in the evaluation of
companies in our industry. EBITDA is also presented and compared by
analysts and investors in evaluating the performance of issuers of “high
yield” securities because it is a common measure of the ability to meet
debt service obligations. Other companies in our industry may calculate
EBITDA differently. EBITDA is not a measurement of financial performance
under GAAP and should not be considered as an alternative to cash flow
from operating activities or as a measure of liquidity or an alternative
to net income as indicators of operating performance or any other
measures of performance derived in accordance with GAAP. Because EBITDA
is calculated before recurring cash charges, including interest expense
and taxes, and is not adjusted for capital expenditures or other
recurring cash requirements of the business, it should not be considered
as a measure of discretionary cash available to invest in the growth of
the business.
Adjusted EBITDA
“Adjusted EBITDA” is defined in our senior secured credit facilities as
net income, adjusted for the items summarized in the table below.
Adjusted EBITDA is intended to show our unleveraged, pre-tax operating
results and therefore reflects our financial performance based on
operational factors, excluding non-operational, non-cash or
non-recurring losses or gains. Adjusted EBITDA is not a presentation
made in accordance with GAAP, and our use of the term Adjusted EBITDA
varies from others in our industry. This measure should not be
considered as an alternative to net income, income from operations or
any other performance measures derived in accordance with GAAP. Adjusted
EBITDA has important limitations as an analytical tool, and you should
not consider it in isolation, or as a substitute for analysis of our
results as reported under GAAP. For example, Adjusted EBITDA does not
reflect: (a) our capital expenditures, future requirements for capital
expenditures or contractual commitments; (b) changes in, or cash
requirements for, our working capital needs; (c) the significant
interest expenses, or the cash requirements necessary to service
interest or principal payments, on our debt; (d) tax payments that
represent a reduction in cash available to us; (e) any cash requirements
for the assets being depreciated and amortized that may have to be
replaced in the future; (f) management fees that may be paid to Apollo;
or (g) the impact of earnings or charges resulting from matters that we
and the lenders under our secured senior credit facilities may not
consider indicative of our ongoing operations. In particular, our
definition of Adjusted EBITDA allows us to add back certain non-cash,
non-operating or non-recurring charges that are deducted in calculating
net income, even though these are expenses that may recur, vary greatly
and are difficult to predict and can represent the effect of long-term
strategies as opposed to short-term results.
In addition, certain of these expenses can represent the reduction of
cash that could be used for other corporate purposes. Further, although
not included in the calculation of Adjusted EBITDA below, the measure
may at times allow us to add estimated cost savings and operating
synergies related to operational changes ranging from acquisitions to
dispositions to restructurings and/or exclude one-time transition
expenditures that we anticipate we will need to incur to realize cost
savings before such savings have occurred. Further, management and
various investors use the ratio of total debt less cash to Adjusted
EBITDA (which includes a full pro-forma last-twelve-month impact of
acquisitions), or "net debt leverage", as a measure of our financial
strength and ability to incur incremental indebtedness when making key
investment decisions and evaluating us against peers.
Free Cash Flow
We define Free Cash Flow as cash flow from operations less capital
expenditures and we use this metric in analyzing our ability to service
and repay our debt and to forecast future periods. However, this measure
does not represent funds available for investment or other discretionary
uses since it does not deduct cash used to service our debt.
About Rexnord
Headquartered in Milwaukee, Wisconsin, Rexnord is comprised of two
strategic platforms, Process & Motion Control and Water Management, with
approximately 7,400 employees worldwide. The Process & Motion Control
platform designs, manufactures, markets and services specified,
highly-engineered mechanical components used within complex systems. The
Water Management platform designs, procures, manufactures and markets
products that provide and enhance water quality, safety, flow control
and conservation. Additional information about the Company can be found
at www.rexnord.com.
Conference Call Details
Rexnord will hold a conference call and web presentation on Thursday,
May 10, 2012 at 10:00 a.m. Eastern Time to discuss its fourth quarter
and full fiscal year 2012 results and provide a general business update.
Rexnord President and CEO, Todd Adams, and Senior Vice President and
CFO, Mark Peterson, will co-host the call and web presentation. The
conference call can be accessed via telephone as follows:
If you are unable to participate during the live teleconference, a
replay of the conference call will be available from 1:00 p.m. Eastern
Time, May 10, 2012 until 1:00 p.m. Eastern Time, May 24, 2012. To access
the replay, please dial 888-203-1112 (domestic) or 719-457-0820
(international) with access code 5060428.
Cautionary Statement on Forward-Looking Statements
Information in this release may involve guidance, expectations, beliefs,
plans, intentions, strategies or other statements regarding the future,
which are forward looking statements. These forward-looking statements
involve risks and uncertainties. All forward-looking statements included
in this release are based upon information available to Rexnord
Corporation as of the date of the release, and Rexnord Corporation
assumes no obligation to update any such forward-looking statements. The
statements in this release are not guarantees of future performance and
actual results could differ materially from current expectations.
Numerous factors could cause or contribute to such differences. Please
refer to "Risk Factors" in the Company's form of prospectus dated March
28, 2012, as filed with the Securities and Exchange Commission on March
30, 2012 as well as the Company's annual, quarterly and current reports
filed on Forms 10-K, 10-Q and 8-K from time to time with the Securities
and Exchange Commission for a further discussion of the factors and
risks associated with the business.
|
|
|
Rexnord Corporation and Subsidiaries
|
|
Consolidated Statements of Operations
|
|
(in millions, except share and per share amounts)
|
|
|
|
|
|
Fourth Quarter Ended
|
|
Fiscal Year Ended
|
|
|
|
March 31, 2012
|
|
March 31, 2011
|
|
March 31, 2012
|
|
March 31, 2011
|
|
Net sales
|
|
$
|
545.8
|
|
|
$
|
460.2
|
|
|
$
|
1,969.6
|
|
|
$
|
1,699.6
|
|
|
Cost of sales
|
|
344.8
|
|
|
295.8
|
|
|
1,276.1
|
|
|
1,102.8
|
|
|
Gross profit
|
|
201.0
|
|
|
164.4
|
|
|
693.5
|
|
|
596.8
|
|
|
Selling, general and administrative expenses
|
|
113.1
|
|
|
91.9
|
|
|
389.4
|
|
|
329.1
|
|
|
Restructuring and other similar costs
|
|
8.7
|
|
|
—
|
|
|
11.4
|
|
|
—
|
|
|
Amortization of intangible assets
|
|
13.3
|
|
|
12.2
|
|
|
50.9
|
|
|
48.6
|
|
|
Income from operations
|
|
65.9
|
|
|
60.3
|
|
|
241.8
|
|
|
219.1
|
|
|
Non-operating (expense) income:
|
|
|
|
|
|
|
|
|
|
Interest expense, net
|
|
(43.9
|
)
|
|
(44.1
|
)
|
|
(176.2
|
)
|
|
(180.8
|
)
|
|
Loss on the extinguishment of debt
|
|
(10.0
|
)
|
|
—
|
|
|
(10.7
|
)
|
|
(100.8
|
)
|
|
Gain (loss) on divestiture
|
|
0.5
|
|
|
—
|
|
|
(6.4
|
)
|
|
—
|
|
|
Other (expense) income, net
|
|
3.7
|
|
|
3.9
|
|
|
(7.1
|
)
|
|
1.1
|
|
|
Income (loss) before income taxes
|
|
16.2
|
|
|
20.1
|
|
|
41.4
|
|
|
(61.4
|
)
|
|
Provision (benefit) for income taxes
|
|
$
|
7.6
|
|
|
$
|
17.4
|
|
|
$
|
11.5
|
|
|
$
|
(10.1
|
)
|
|
Net Income (loss)
|
|
$
|
8.6
|
|
|
$
|
2.7
|
|
|
$
|
29.9
|
|
|
$
|
(51.3
|
)
|
|
|
|
|
|
|
|
|
|
|
|
Net (loss) income per share:
|
|
|
|
|
|
|
|
|
|
Basic
|
|
$
|
0.13
|
|
|
$
|
0.04
|
|
|
$
|
0.45
|
|
|
$
|
(0.77
|
)
|
|
Diluted
|
|
$
|
0.12
|
|
|
$
|
0.04
|
|
|
$
|
0.42
|
|
|
$
|
(0.77
|
)
|
|
|
|
|
|
|
|
|
|
|
|
Weighted-average number of shares outstanding (in thousands) (1):
|
|
|
|
|
|
|
|
|
|
Basic
|
|
66,828
|
|
|
66,720
|
|
|
66,751
|
|
|
66,757
|
|
|
Effect of dilutive stock options
|
|
5,411
|
|
|
3,817
|
|
|
5,314
|
|
|
—
|
|
|
Diluted
|
|
72,239
|
|
|
70,537
|
|
|
72,065
|
|
|
66,757
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
|
The IPO of the Company's common stock closed on April 3, 2012.
Therefore, the common stock issued in connection with the IPO is
not included in the outstanding shares as of March 31, 2012 or any
prior date.
|
|
|
|
|
|
Rexnord Corporation and Subsidiaries
|
|
Consolidated Balance Sheets
|
|
(in Millions, except share amounts)
|
|
|
|
|
|
March 31, 2012
|
|
March 31, 2011
|
|
|
|
|
|
|
|
Assets
|
|
|
|
|
|
Current assets:
|
|
|
|
|
|
Cash and cash equivalents
|
|
$
|
298.0
|
|
|
$
|
391.0
|
|
|
Receivables, net
|
|
342.0
|
|
|
270.1
|
|
|
Inventories, net
|
|
322.8
|
|
|
283.8
|
|
|
Other current assets
|
|
55.5
|
|
|
36.5
|
|
|
Total current assets
|
|
1,018.3
|
|
|
981.4
|
|
|
Property, plant and equipment, net
|
|
419.2
|
|
|
358.4
|
|
|
Intangible assets, net
|
|
647.1
|
|
|
644.7
|
|
|
Goodwill
|
|
1,114.7
|
|
|
1,016.2
|
|
|
Insurance for asbestos claims
|
|
42.0
|
|
|
65.0
|
|
|
Pension assets
|
|
—
|
|
|
4.6
|
|
|
Other assets
|
|
49.6
|
|
|
29.4
|
|
|
Total assets
|
|
$
|
3,290.9
|
|
|
$
|
3,099.7
|
|
|
Liabilities and stockholders’ equity
|
|
|
|
|
|
Current liabilities:
|
|
|
|
|
|
Current portion of long-term debt
|
|
$
|
10.3
|
|
|
$
|
104.2
|
|
|
Trade payables
|
|
220.6
|
|
|
181.7
|
|
|
Compensation and benefits
|
|
62.1
|
|
|
67.9
|
|
|
Current portion of pension and postretirement benefit obligations
|
|
6.3
|
|
|
6.1
|
|
|
Interest payable
|
|
49.9
|
|
|
51.8
|
|
|
Other current liabilities
|
|
118.1
|
|
|
86.1
|
|
|
Total current liabilities
|
|
467.3
|
|
|
497.8
|
|
|
|
|
|
|
|
|
Long-term debt
|
|
2,413.4
|
|
|
2,209.9
|
|
|
Pension and postretirement benefit obligations
|
|
160.5
|
|
|
113.2
|
|
|
Deferred income taxes
|
|
245.7
|
|
|
254.9
|
|
|
Reserve for asbestos claims
|
|
42.0
|
|
|
65.0
|
|
|
Other liabilities
|
|
42.8
|
|
|
47.1
|
|
|
Total liabilities
|
|
3,371.7
|
|
|
3,187.9
|
|
|
|
|
|
|
|
|
Stockholders’ deficit:
|
|
|
|
|
|
Preferred stock, $0.01 par value; 10,000,000 shares authorized; none
issued
|
|
—
|
|
|
—
|
|
|
Common stock, $0.01 par value; 200,000,000 shares authorized; shares
issued: 67,741,271 at March 31, 2012 and 67,622,349 at March 31, 2011
|
|
0.7
|
|
|
0.7
|
|
|
Additional paid-in capital
|
|
298.6
|
|
|
292.8
|
|
|
Retained deficit
|
|
(361.6
|
)
|
|
(391.5
|
)
|
|
Accumulated other comprehensive (loss) income
|
|
(11.3
|
)
|
|
16.1
|
|
|
Treasury stock at cost, 900,904 shares at March 31, 2012 and March
31, 2011
|
|
(6.3
|
)
|
|
(6.3
|
)
|
|
Total stockholders’ deficit
|
|
(79.9
|
)
|
|
(88.2
|
)
|
|
Non-controlling interest
|
|
$
|
(0.9
|
)
|
|
$
|
—
|
|
|
Total stockholders' deficit
|
|
$
|
(80.8
|
)
|
|
$
|
(88.2
|
)
|
|
Total liabilities and stockholders’ deficit
|
|
$
|
3,290.9
|
|
|
$
|
3,099.7
|
|
|
|
|
|
|
|
|
|
|
|
|
Rexnord Corporation and Subsidiaries
|
|
Consolidated Statements of Cash Flows
|
|
(in Millions)
|
|
|
|
|
|
Fiscal Year Ended
|
|
|
|
March 31, 2012
|
|
March 31, 2011
|
|
Operating activities
|
|
|
|
|
|
Net income (loss)
|
|
$
|
29.9
|
|
|
$
|
(51.3
|
)
|
|
Adjustments to reconcile net income (loss) to cash provided by
operating activities:
|
|
|
|
|
|
Depreciation
|
|
63.5
|
|
|
57.5
|
|
|
Amortization of intangible assets
|
|
50.9
|
|
|
48.6
|
|
|
Amortization of deferred financing costs
|
|
7.8
|
|
|
7.9
|
|
|
Deferred income taxes
|
|
(21.8
|
)
|
|
(22.9
|
)
|
|
Loss on dispositions of property, plant and equipment
|
|
1.2
|
|
|
1.7
|
|
|
Equity in earnings of unconsolidated affiliates
|
|
—
|
|
|
(4.1
|
)
|
|
Non-cash loss on divestiture
|
|
4.5
|
|
|
—
|
|
|
Non-cash restructuring charges
|
|
4.6
|
|
|
—
|
|
|
Other non-cash (credits) charges
|
|
14.8
|
|
|
1.4
|
|
|
Loss on debt extinguishment
|
|
10.7
|
|
|
100.8
|
|
|
Stock-based compensation expense
|
|
3.7
|
|
|
5.6
|
|
|
Interest expense converted to long-term debt
|
|
—
|
|
|
6.6
|
|
|
Changes in operating assets and liabilities:
|
|
|
|
|
|
Receivables
|
|
(33.7
|
)
|
|
(30.4
|
)
|
|
Inventories
|
|
(2.1
|
)
|
|
(2.9
|
)
|
|
Other assets
|
|
(12.5
|
)
|
|
(3.5
|
)
|
|
Accounts payable
|
|
22.5
|
|
|
43.0
|
|
|
Accruals and other
|
|
(4.7
|
)
|
|
6.5
|
|
|
Cash provided by operating activities
|
|
139.3
|
|
|
164.5
|
|
|
Investing activities
|
|
|
|
|
|
Expenditures for property, plant and equipment
|
|
(58.5
|
)
|
|
(37.6
|
)
|
|
Acquisitions, net of cash acquired
|
|
(256.8
|
)
|
|
1.2
|
|
|
Loan receivable for financing under New Market Tax Credit incentive
program
|
|
(17.9
|
)
|
|
—
|
|
|
Proceeds from dispositions of property, plant and equipment
|
|
5.6
|
|
|
—
|
|
|
Proceeds from divestiture, net of transaction costs
|
|
3.4
|
|
|
—
|
|
|
Proceeds from sale of unconsolidated affiliate
|
|
—
|
|
|
0.9
|
|
|
Cash used for investing activities
|
|
(324.2
|
)
|
|
(35.5
|
)
|
|
Financing activities
|
|
|
|
|
|
Proceeds from borrowings of long-term debt
|
|
937.2
|
|
|
1,145.0
|
|
|
Repayments of long-term debt
|
|
(762.0
|
)
|
|
(1,071.1
|
)
|
|
Proceeds from borrowings of short-term debt
|
|
10.7
|
|
|
2.0
|
|
|
Repayments of short-term debt
|
|
(105.0
|
)
|
|
(2.8
|
)
|
|
Proceeds from financing under New Market Tax Credit incentive program
|
|
23.4
|
|
|
—
|
|
|
Payment of deferred financing fees
|
|
(13.2
|
)
|
|
(14.6
|
)
|
|
Payment of tender premium
|
|
—
|
|
|
(63.5
|
)
|
|
Excess tax benefit on exercise of stock options
|
|
—
|
|
|
0.5
|
|
|
Sale (purchase) of common stock
|
|
2.1
|
|
|
(1.0
|
)
|
|
Net payments from issuance of common stock and stock options
exercises
|
|
—
|
|
|
(1.4
|
)
|
|
Cash provided by (used for) by financing activities
|
|
93.2
|
|
|
(6.9
|
)
|
|
Effect of exchange rate changes on cash and cash equivalents
|
|
(1.3
|
)
|
|
5.0
|
|
|
(Decrease) increase in cash and cash equivalents
|
|
(93.0
|
)
|
|
127.1
|
|
|
Cash and cash equivalents at beginning of period
|
|
391.0
|
|
|
263.9
|
|
|
Cash and cash equivalents at end of period
|
|
$
|
298.0
|
|
|
$
|
391.0
|
|
|
|
|
|
|
|
|
|
|
|
|
Rexnord Corporation and Subsidiaries
|
|
Reconciliation of GAAP to Non-GAAP Financial Measures
|
|
Fourth Quarter
|
|
(in millions, except share and per share amounts)
|
|
(Unaudited)
|
|
|
|
|
|
Quarter Ended
|
|
EBITDA and Adjusted EBITDA
|
|
March 31, 2012
|
|
March 31, 2011
|
|
Net income
|
|
$
|
8.6
|
|
|
$
|
2.7
|
|
|
Interest expense, net
|
|
43.9
|
|
|
44.1
|
|
|
Income tax provision
|
|
7.6
|
|
|
17.4
|
|
|
Depreciation and amortization
|
|
30.6
|
|
|
26.5
|
|
|
EBITDA
|
|
$
|
90.7
|
|
|
$
|
90.7
|
|
|
|
|
|
|
|
|
Adjustments to EBITDA
|
|
|
|
|
|
Actuarial loss on pension and postretirement benefit obligation
|
|
$
|
9.1
|
|
|
$
|
—
|
|
|
Restructuring and other similar costs
|
|
8.7
|
|
|
—
|
|
|
Gain on divestiture
|
|
(0.5
|
)
|
|
—
|
|
|
Loss on extinguishment of debt
|
|
10.0
|
|
|
—
|
|
|
Stock option expense
|
|
1.0
|
|
|
1.5
|
|
|
LIFO (income) expense
|
|
(2.1
|
)
|
|
1.9
|
|
|
Other income, net (1)
|
|
(3.7
|
)
|
|
(3.9
|
)
|
|
Subtotal of adjustments to EBITDA
|
|
$
|
22.5
|
|
|
$
|
(0.5
|
)
|
|
Adjusted EBITDA
|
|
$
|
113.2
|
|
|
$
|
90.2
|
|
|
|
|
|
|
|
|
|
|
|
|
Quarter Ended
|
|
Adjusted Net Income and Earnings Per Share
|
|
March 31, 2012
|
|
March 31, 2011
|
|
Net income
|
|
$
|
8.6
|
|
|
$
|
2.7
|
|
|
Actuarial loss on pension and postretirement benefit obligation
|
|
9.1
|
|
|
—
|
|
|
Restructuring and other similar costs
|
|
8.7
|
|
|
—
|
|
|
Gain on divestiture
|
|
(0.5
|
)
|
|
—
|
|
|
Loss on extinguishment of debt
|
|
10.0
|
|
|
—
|
|
|
Stock option expense
|
|
1.0
|
|
|
1.5
|
|
|
LIFO (income) expense
|
|
(2.1
|
)
|
|
1.9
|
|
|
Other income, net (1)
|
|
(3.7
|
)
|
|
(3.9
|
)
|
|
Tax effect on above items
|
|
(5.7
|
)
|
|
0.7
|
|
|
Adjusted net income
|
|
$
|
25.4
|
|
|
$
|
2.9
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted-average number of shares outstanding - diluted (in
thousands)
|
|
72,239
|
|
|
70,537
|
|
|
Adjusted net income per share - diluted
|
|
$
|
0.35
|
|
|
$
|
0.04
|
|
|
Net income per share - diluted (in accordance with GAAP)
|
|
$
|
0.12
|
|
|
$
|
0.04
|
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
|
Other income, net for the quarter ended March 31, 2012, consists of
management fee expense of $0.8 million, foreign currency transaction
gains of $2.8 million and other miscellaneous income of $1.7
million. Other income, net for the quarter ended March 31, 2011,
consists of management fee expense of $0.7 million, loss on the sale
of fixed assets of $0.3 million and foreign currency transaction
gains of $4.9 million.
|
|
|
|
|
|
Rexnord Corporation and Subsidiaries
|
|
Reconciliation of GAAP to Non-GAAP Financial Measures
|
|
Fiscal Year
|
|
(in millions, except share and per share amounts)
|
|
(Unaudited)
|
|
|
|
|
|
Fiscal Year Ended
|
|
EBITDA and Adjusted EBITDA
|
|
March 31, 2012
|
|
March 31, 2011
|
|
Net income (loss)
|
|
$
|
29.9
|
|
|
$
|
(51.3
|
)
|
|
Interest expense, net
|
|
176.2
|
|
|
180.8
|
|
|
Income tax provision (benefit)
|
|
11.5
|
|
|
(10.1
|
)
|
|
Depreciation and amortization
|
|
114.4
|
|
|
106.1
|
|
|
EBITDA
|
|
$
|
332.0
|
|
|
$
|
225.5
|
|
|
|
|
|
|
|
|
Adjustments to EBITDA
|
|
|
|
|
|
Actuarial loss on pension and postretirement benefit obligation
|
|
$
|
9.1
|
|
|
$
|
—
|
|
|
Restructuring and other similar costs
|
|
11.4
|
|
|
—
|
|
|
Loss of divestiture
|
|
6.4
|
|
|
|
|
Loss on extinguishment of debt
|
|
10.7
|
|
|
100.8
|
|
|
Stock option expense
|
|
3.7
|
|
|
5.6
|
|
|
Impact of inventory fair value adjustment
|
|
4.2
|
|
|
—
|
|
|
LIFO expense
|
|
2.8
|
|
|
4.9
|
|
|
Other expense (income), net (1)
|
|
7.1
|
|
|
(1.1
|
)
|
|
Subtotal of adjustments to EBITDA
|
|
55.4
|
|
|
110.2
|
|
|
Adjusted EBITDA
|
|
$
|
387.4
|
|
|
$
|
335.7
|
|
|
|
|
|
|
|
|
|
|
|
|
Fiscal Year Ended
|
|
Adjusted Net Income and Earnings Per Share
|
|
March 31, 2012
|
|
March 31, 2011
|
|
Net income (loss)
|
|
$
|
29.9
|
|
|
$
|
(51.3
|
)
|
|
Actuarial loss on pension and postretirement benefit obligation
|
|
9.1
|
|
|
—
|
|
|
Restructuring and other similar costs
|
|
11.4
|
|
|
—
|
|
|
Loss on divestiture
|
|
6.4
|
|
|
—
|
|
|
Loss on extinguishment of debt
|
|
10.7
|
|
|
100.8
|
|
|
Stock option expense
|
|
3.7
|
|
|
5.6
|
|
|
Impact of inventory fair value adjustment
|
|
4.2
|
|
|
—
|
|
|
LIFO expense
|
|
2.8
|
|
|
4.9
|
|
|
Other expense (income), net (1)
|
|
7.1
|
|
|
(1.1
|
)
|
|
Tax effect on above items
|
|
(16.1
|
)
|
|
(40.6
|
)
|
|
Adjusted net income
|
|
$
|
69.2
|
|
|
$
|
18.3
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted-average number of shares outstanding - diluted (in
thousands)
|
|
72,065
|
|
|
70,070
|
|
|
Adjusted net income per share - diluted
|
|
$
|
0.96
|
|
|
$
|
0.26
|
|
|
Net income per share - diluted (in accordance with GAAP)
|
|
$
|
0.42
|
|
|
$
|
(0.77
|
)
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
|
Other expense, net for the year ended March 31, 2012 consisted of
consists of management fee expense of $3.0 million, foreign currency
transaction losses of $5.2 million and other miscellaneous income of
$1.1 million. Other income, net for the year ended March 31, 2011,
consists of management fee expense of $3.0 million, income in
unconsolidated affiliates of $4.1 million (including a $3.4 million
gain recorded as a result of our step acquisition of 100% of the
voting shares in Mecánica Falk on August 31, 2010), foreign currency
transaction gains of $1.5 million and other miscellaneous expenses
of $1.5 million.
|
|
|
|
|
|
Rexnord Corporation and Subsidiaries
|
|
Supplemental Calculations of Net Debt Leverage and Liquidity
|
|
(dollars in millions)
|
|
|
|
Pro-forma Net Debt Leverage Calculation:
|
|
|
|
Debt (1)
|
|
$
|
2,405.8
|
|
|
Less: redemption of 11.75% senior subordinated notes
|
|
(300.0
|
)
|
|
Adjusted debt
|
|
$
|
2,105.8
|
|
|
|
|
|
|
Cash
|
|
$
|
298.0
|
|
|
Plus: Proceeds from offering, net of underwriter commissions and
discounts
|
|
462.0
|
|
|
Less:
|
|
|
|
Redemption of 11.75% senior subordinated notes (including tender
premium and accrued interest)
|
|
(325.0
|
)
|
|
Payment to terminate Apollo management agreement
|
|
(15.0
|
)
|
|
Other offering expenses
|
|
(2.6
|
)
|
|
Resulting net proceeds from IPO
|
|
$
|
119.4
|
|
|
Adjusted cash
|
|
$
|
417.4
|
|
|
|
|
|
|
Pro-forma net debt
|
|
$
|
1,688.4
|
|
|
Pro-forma EBITDA (2)
|
|
$
|
400.6
|
|
|
Pro-forma net debt leverage
|
|
4.2x
|
|
|
|
|
|
(1) Reported debt has been adjusted for the impact of an $18 million
New Market Tax Credit note receivable (recorded within other assets
on our consolidated balance sheet), which partially offsets a
corresponding $23 million note payable related to this incentive
program.
|
|
(2) Includes a pro-forma adjustment to include the Adjusted EBITDA
related to the acquisition of VAG for the period from April 1, 2011
through October 10, 2011 as permitted by our senior secured credit
facilities and indentures that govern our notes.
|
|
|
|
Pro-forma Liquidity Calculation:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Actual liquidity at March 31, 2012
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
533.0
|
|
Resulting net proceeds from IPO
|
|
|
|
|
|
|
|
|
|
|
|
|
|
119.4
|
|
Increase in revolver capacity
|
|
|
|
|
|
|
|
|
|
|
|
|
|
85.0
|
|
Pro-forma liquidity at March 31, 2012
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
737.4
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Rexnord Corporation and Subsidiaries
|
|
Supplemental Data
|
|
(in millions)
|
|
(Unaudited)
|
|
|
|
|
|
Fiscal 2012
|
|
|
|
Q1
|
|
Q2
|
|
Q3
|
|
Q4
|
|
Total
|
|
Net sales
|
|
|
|
|
|
|
|
|
|
|
|
Process & Motion Control
|
|
$
|
331.2
|
|
|
$
|
317.0
|
|
|
$
|
323.0
|
|
|
$
|
364.9
|
|
|
$
|
1,336.1
|
|
|
Water Management
|
|
145.0
|
|
|
138.2
|
|
|
169.4
|
|
|
180.9
|
|
|
633.5
|
|
|
Corporate
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
Total
|
|
$
|
476.2
|
|
|
$
|
455.2
|
|
|
$
|
492.4
|
|
|
$
|
545.8
|
|
|
$
|
1,969.6
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Adjusted EBITDA
|
|
|
|
|
|
|
|
|
|
|
|
Process & Motion Control
|
|
$
|
72.0
|
|
|
$
|
74.1
|
|
|
$
|
76.6
|
|
|
$
|
95.7
|
|
|
$
|
318.4
|
|
|
Water Management
|
|
27.8
|
|
|
22.9
|
|
|
20.2
|
|
|
25.4
|
|
|
96.3
|
|
|
Corporate
|
|
(6.2
|
)
|
|
(6.1
|
)
|
|
(7.1
|
)
|
|
(7.9
|
)
|
|
(27.3
|
)
|
|
Total
|
|
$
|
93.6
|
|
|
$
|
90.9
|
|
|
$
|
89.7
|
|
|
$
|
113.2
|
|
|
$
|
387.4
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Adjusted EBITDA %
|
|
|
|
|
|
|
|
|
|
|
|
Process & Motion Control
|
|
21.7
|
%
|
|
23.4
|
%
|
|
23.7
|
%
|
|
26.2
|
%
|
|
23.8
|
%
|
|
Water Management
|
|
19.2
|
%
|
|
16.6
|
%
|
|
11.9
|
%
|
|
14.0
|
%
|
|
15.2
|
%
|
|
Total (including Corporate)
|
|
19.7
|
%
|
|
20.0
|
%
|
|
18.2
|
%
|
|
20.7
|
%
|
|
19.7
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fiscal 2011
|
|
|
|
Q1
|
|
Q2
|
|
Q3
|
|
Q4
|
|
Total
|
|
Net sales
|
|
|
|
|
|
|
|
|
|
|
|
Process & Motion Control
|
|
$
|
265.5
|
|
|
$
|
282.1
|
|
|
$
|
299.6
|
|
|
$
|
327.9
|
|
|
$
|
1,175.1
|
|
|
Water Management
|
|
141.8
|
|
|
130.2
|
|
|
120.2
|
|
|
132.3
|
|
|
524.5
|
|
|
Corporate
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
Total
|
|
$
|
407.3
|
|
|
$
|
412.3
|
|
|
$
|
419.8
|
|
|
$
|
460.2
|
|
|
$
|
1,699.6
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Adjusted EBITDA
|
|
|
|
|
|
|
|
|
|
|
|
Process & Motion Control
|
|
$
|
55.6
|
|
|
$
|
63.1
|
|
|
$
|
67.4
|
|
|
$
|
76.8
|
|
|
$
|
262.9
|
|
|
Water Management
|
|
30.2
|
|
|
25.6
|
|
|
20.8
|
|
|
23.5
|
|
|
100.1
|
|
|
Corporate
|
|
(5.6
|
)
|
|
(5.7
|
)
|
|
(5.9
|
)
|
|
(10.1
|
)
|
|
(27.3
|
)
|
|
Total
|
|
$
|
80.2
|
|
|
$
|
83.0
|
|
|
$
|
82.3
|
|
|
$
|
90.2
|
|
|
$
|
335.7
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Adjusted EBITDA %
|
|
|
|
|
|
|
|
|
|
|
|
Process & Motion Control
|
|
20.9
|
%
|
|
22.4
|
%
|
|
22.5
|
%
|
|
23.4
|
%
|
|
22.4
|
%
|
|
Water Management
|
|
21.3
|
%
|
|
19.7
|
%
|
|
17.3
|
%
|
|
17.8
|
%
|
|
19.1
|
%
|
|
Total (including Corporate)
|
|
19.7
|
%
|
|
20.1
|
%
|
|
19.6
|
%
|
|
19.6
|
%
|
|
19.8
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|

Source: Rexnord Corporation
Rexnord Corporation Mark W. Peterson, 414.643.3000 Senior Vice
President and Chief Financial Officer
|
|