SEC Comment Letter 0000000000-23-013531 to REGAL REXNORD CORP (RRX) (CIK 0000082811) (RRX)
REGAL REXNORD CORP (RRX) (CIK 0000082811)
Date: Dec. 12, 2023 · CIK: 0000082811 · Accession: 0000000000-23-013531
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File numbers found in text: 001-07283
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United States securities and exchange commission logo
December 12, 2023
Rob Rehard
Executive Vice President and Chief Financial Officer
REGAL REXNORD CORP
111 West Michigan Street
Milwaukee
Wisconsin 53203
Re:REGAL REXNORD CORP
Form 10-K for the Fiscal Year Ended December 31, 2022
filed February 24, 2023
Form 8-K filed September 8, 2023
Form 8-K filed November 2, 2023
File No. 001-07283
Dear Rob Rehard:
We have limited our review of your filing to the financial statements and related
disclosures and have the following comment(s).
Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe a
comment applies to your facts and circumstances, please tell us why in your response.
After reviewing your response to this letter, we may have additional comments.
Form 10-K for the Year Ended December 31, 2022
Management's Discussion and Analysis of Financial Condition and Results of Operations
Results of Operations
Fiscal Year 2022 Compared to Fiscal Year 2021, page 41
1.We note your disclosure that for the Motion Control Solutions segment, gross profit for
fiscal 2022 increased $488.4 million or 117.0% primarily due to the acquisitions of the
Rexnord PMC and Arrowhead businesses, higher sales volume and lower overhead cost
driven by cost reduction initiatives partially offset by higher restructuring expense. When
there is a significant change in gross profit, please revise future filings to quantify material
factors contributing to the change in gross profit, especially when you have more than one
factor contributing to the change, and/or there is an offsetting effect. See guidance in Item
303(b) of Regulation S-K.
FirstName LastNameRob Rehard
Comapany NameREGAL REXNORD CORP
December 12, 2023 Page 2
FirstName LastNameRob Rehard
REGAL REXNORD CORP
December 12, 2023
Page 2
Notes to the Financial Statements
Note 6. Segment Information, page 79
2.Please tell us what consideration you gave to presenting product revenue disclosures as
required by ASC 280-10-50-40. Additionally, refer to the guidance in ASC 606-10-55-5
and examples in ASC 606-10-55-89 through 55-91 and explain to us the consideration you
gave to presenting disaggregated revenue, such as by end market or major product
category.
Form 8-K furnished September 8, 2023
Exhibit 99.1, page 1
3.We note that your Form 8-K includes pro forma information on a segment and
consolidated basis for periods such as the three months ended December 31, 2022,
September 30, 2022, June 30, 2022 and March 31, 2022. Please explain to us if these
amounts are calculated in a manner consistent with the pro forma requirements in Article
11 of Regulation S-X. If not, disclosure of such amounts would not be appropriate as a
Non-GAAP measure. See guidance in Question 100.05 of the SEC Staff’s Compliance
and Disclosure Interpretations.
Form 8-K furnished November 2, 2023
Exhibit 99.1 Earnings Release, page 12
4.We note that in the Debt to EBITDA reconciliation you begin the reconciliation with
proforma net loss which appears to include Altra results. Please explain to us how you
calculated or determined the amount for proforma net loss, including whether the amount
is consistent with the pro forma requirements in Article 11 of Regulation S-X. As part of
your response, please tell us the nature and amount of the adjustments made to calculate
or determine the measure. Also, in regards to your Normalized Adjusted EBITDA
amount, the adjustment for expected synergies does not appear to be an appropriate Non-
GAAP adjustment. Please explain to us why you believe the amount meets the guidance
in Item 10(e) of Regulation S-K, or alternatively remove this Non GAAP measure from
your disclosure.
5.We note that in the Free Cash Flow reconciliation on page 13, you have included an
adjustment for payments of certain acquisition costs. In light of the fact that the
adjustment for acquisition costs is not considered in the typical definition of Free Cash
Flow, please revise the title of your measure in future filings to Adjusted Free Cash Flow
or something similar. See Question 102.07 of the SEC Staff’s Compliance and Disclosure
Interpretations on Non-GAAP Financial Measures.
6.We note that on the last page of the earnings release, you disclose a Pro Forma Net
Income to Adjusted EBITDA reconciliation for the three months ended September 30,
2022. Please explain to us how you calculated or determined the pro forma net income
FirstName LastNameRob Rehard
Comapany NameREGAL REXNORD CORP
December 12, 2023 Page 3
FirstName LastName
Rob Rehard
REGAL REXNORD CORP
December 12, 2023
Page 3
amount including whether this amount is is consistent with the pro forma requirements
in Article 11 of Regulation S-X. See also Question 100.05 of the SEC Staff’s Compliance
and Disclosure Interpretations on Non-GAAP Financial Measures.
In closing, we remind you that the company and its management are responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or
absence of action by the staff.
Please contact Len Jui at 202-551-6693 or Claire Erlanger at 202-551-3301 with any
questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing