Correspondence 0000082811-24-000026 from REGAL REXNORD CORP (RRX) (CIK 0000082811) (RRX)
REGAL REXNORD CORP (RRX) (CIK 0000082811)
Date: Feb. 9, 2024 · CIK: 0000082811 · Accession: 0000082811-24-000026
AI Filing Summary & Sentiment
File numbers found in text: 001-07283
Referenced dates: December 21, 2023, January 31, 2024
Letter
Via EDGAR Division of Corporation Finance Office of Manufacturing Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549-3561 Re: Regal Rexnord Corporation 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 Mr. Len Jui and Ms. Claire Erlanger:
Set forth below are the responses of Regal Rexnord Corporation, a Wisconsin corporation (the “Company” or “Regal Rexnord”), to the comments of the Staff (the “Staff”) of the Securities and Exchange Commission (the “Commission” or the “SEC”) set forth in the Staff’s letter, dated January 31, 2024 (the “Comment Letter”), with respect to the above-referenced filings. The numbered items set forth below repeat (in bold italics) the comments of the Staff reflected in the Comment Letter, and following such comments are the Company’s responses (in regular type).
Response Letter dated December 21, 2023
Form 8-K furnished September 8, 2023
Exhibit 99.1, page 1
1.We note your response to our prior comment 3, however we continue to object to the presentation of this pro forma segment information on a standalone basis. In this regard, we note that the pro forma measures are presented without disclosure of the comparable GAAP measures, are presented by segment, and also do not include disclosure of the nature and amount of the adjustments that were made to calculate the pro forma measures. Additionally, we note that the pro forma measures you present differ, or are in addition to those included in your ASC 805 disclosures in your 2023 Form 10-Qs, and
Division of Corporation Finance
Office of Manufacturing
Securities and Exchange Commission
February 9, 2024
Page 2
therefore would not appear to be appropriate to present for historical quarterly periods. Please revise future filings to exclude this type of pro forma disclosure.
As discussed on a call with the Staff on February 5, 2024, the Company has presented in Exhibit 99.2, Earnings Presentation, of the Form 8-K furnished on February 8, 2024 (1) Pro Forma Adjusted EBITDA by segment for the three months ended December 31, 2022, and (2) a reconciliation of GAAP Income from Operations to Pro Forma GAAP Income from Operations by segment for the three months ended December 31, 2022. The Company confirms that in future filings it will exclude Pro Forma Adjusted EBITDA by segment, while it may continue to present pro forma revenues in this context.
Response Letter dated December 21, 2023
Form 8-K furnished November 2, 2023
Exhibit 99.1 Earnings Release, page 12
2.We note your response to our prior comment 4. Please revise future filings to include disclosure of how the pro forma net loss amount was calculated or determined.
The Company confirms that it will revise future filings to include disclosure of how the Pro Forma Net Income (Loss) amount was calculated. The Company added a reconciliation of GAAP Net Loss to Pro Forma Net Loss for the year ended December 31, 2023, and a reconciliation of GAAP Net Income to Pro Forma Net Income for the three months and the year ended December 31, 2022, in Exhibit 99.1, Earnings Release, of the Form 8-K furnished on February 8, 2024.
* * * *
Additionally, the Company acknowledges that it and its management are responsible for the accuracy and adequacy of its disclosures in the Form 10-K and Forms 8-K, notwithstanding any review, comments, actions or absence of action by the Staff.
* * * *
If the Staff has any questions with respect to the foregoing, please contact the undersigned at (608) 322-7616.
Very truly yours,
REGAL REXNORD CORPORATION
/s/ ROBERT J. REHARD
Show Raw Text
CORRESP 1 filename1.htm Document Regal Rexnord Corporation 111 W. Michigan St Milwaukee, WI 53203 www.regalrexnord.com February 9, 2024 Via EDGAR Division of Corporation Finance Office of Manufacturing Attn: Len Jui and Claire Erlanger Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549-3561 Re: Regal Rexnord Corporation 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 Mr. Len Jui and Ms. Claire Erlanger: Set forth below are the responses of Regal Rexnord Corporation, a Wisconsin corporation (the “Company” or “Regal Rexnord”), to the comments of the Staff (the “Staff”) of the Securities and Exchange Commission (the “Commission” or the “SEC”) set forth in the Staff’s letter, dated January 31, 2024 (the “Comment Letter”), with respect to the above-referenced filings. The numbered items set forth below repeat (in bold italics) the comments of the Staff reflected in the Comment Letter, and following such comments are the Company’s responses (in regular type). Response Letter dated December 21, 2023 Form 8-K furnished September 8, 2023 Exhibit 99.1, page 1 1.We note your response to our prior comment 3, however we continue to object to the presentation of this pro forma segment information on a standalone basis. In this regard, we note that the pro forma measures are presented without disclosure of the comparable GAAP measures, are presented by segment, and also do not include disclosure of the nature and amount of the adjustments that were made to calculate the pro forma measures. Additionally, we note that the pro forma measures you present differ, or are in addition to those included in your ASC 805 disclosures in your 2023 Form 10-Qs, and Division of Corporation Finance Office of Manufacturing Securities and Exchange Commission February 9, 2024 Page 2 therefore would not appear to be appropriate to present for historical quarterly periods. Please revise future filings to exclude this type of pro forma disclosure. As discussed on a call with the Staff on February 5, 2024, the Company has presented in Exhibit 99.2, Earnings Presentation, of the Form 8-K furnished on February 8, 2024 (1) Pro Forma Adjusted EBITDA by segment for the three months ended December 31, 2022, and (2) a reconciliation of GAAP Income from Operations to Pro Forma GAAP Income from Operations by segment for the three months ended December 31, 2022. The Company confirms that in future filings it will exclude Pro Forma Adjusted EBITDA by segment, while it may continue to present pro forma revenues in this context. Response Letter dated December 21, 2023 Form 8-K furnished November 2, 2023 Exhibit 99.1 Earnings Release, page 12 2.We note your response to our prior comment 4. Please revise future filings to include disclosure of how the pro forma net loss amount was calculated or determined. The Company confirms that it will revise future filings to include disclosure of how the Pro Forma Net Income (Loss) amount was calculated. The Company added a reconciliation of GAAP Net Loss to Pro Forma Net Loss for the year ended December 31, 2023, and a reconciliation of GAAP Net Income to Pro Forma Net Income for the three months and the year ended December 31, 2022, in Exhibit 99.1, Earnings Release, of the Form 8-K furnished on February 8, 2024. * * * * Additionally, the Company acknowledges that it and its management are responsible for the accuracy and adequacy of its disclosures in the Form 10-K and Forms 8-K, notwithstanding any review, comments, actions or absence of action by the Staff. * * * * If the Staff has any questions with respect to the foregoing, please contact the undersigned at (608) 322-7616. Very truly yours, REGAL REXNORD CORPORATION /s/ ROBERT J. REHARD Robert J. Rehard Executive Vice President and Chief Financial Officer cc: Louis V. Pinkham Thomas E. Valentyn Division of Corporation Finance Office of Manufacturing Securities and Exchange Commission February 9, 2024 Page 3 Alexander P. Scarpelli Regal Rexnord Corporation Jessica S. Lochmann Foley & Lardner LLP Sean Conroy Deloitte & Touche LLP