Befreiender Konzernabschluss Gem. § 292 Hgb Zum Geschäftsjahr Vom 01.04.2020 Bis Zum 31.12.2020 - Rexnord Germany PT GmbHBetzdorf
| Published date | 23 Febrero 2022 |
| Section | Rechnungslegung / Finanzberichte |
| Issuer | Rexnord Germany PT GmbHBetzdorf |
Rexnord Germany PT GmbH
Betzdorf
Befreiender Konzernabschluss gem. § 292 HGB
zum Geschäftsjahr vom 01.04.2020 bis zum 31.12.2020
REXNORD CORPORATION
Milwaukee, Wisconsin/USA
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-K
(Mark one)
[ ] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended
[X] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from April 1, 2020, to December 31, 2020
REXNORD CORPORATION
(Exact name of registrant as specified in its charter)
Delaware
(State or Other Jurisdiction of Incorporation or Organization)
511 W. Freshwater WayMilwaukee, Wisconsin
(Address of Principal Executive Offices)
001-35475
(Commission File Number)
20-5197013
(I.R.S. Employer Idenification No.)
53204
(Zip Code)
Title of Each Class
Common Stock $.01 par value
Registrant’s telephone number, including area code: (414) 643-3739 Securities registered pursuant to Section 12(b) of the Act:
Trading Symbol(s)
RXN
Name of Each Exchange on Which Registered
The New York Stock Exchange
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes [X] No [ ]
Indicate by check mark if the registrant is not required to the reports pursuant to Section 13 or Section 15(d) of the Exchange Act. Yes [ ] No [X]
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 [X] No [ ]
Indicate by checkmark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§229.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes [X] No [ ]
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer.” "accelerated filer.” "smaller reporting company" and "emerging growth company" in Rule 12b-2 of the Exchange Act.
Large accelerated filer [X]
Accelerated filer [ ]
Non-accelerated filer [ ]
Smaller reporting company [ ]
Emerging growth company [ ]
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [ ]
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C, 7262(b)) by the registered public accounting firm that prepared or issued its audit report. [X]
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes [ ] No [X]
As of June 30, 2020, the aggregate market value of the shares of common stock (based upon the $29.15 closing price on the New York Stock Exchange on June 30, 2020, the last trading day of that quarter) held by non-affiliates (excludes shares reported as beneficially owned by then-current directors and executive officers - does not constitute an admission as to affiliate status) was approximately $3.5 billion.
As of February 11, 2021, there were 119,592,769 shares of common stock outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
Part III of this Transition Report on Form 10-K incorporates by reference certain information from the Proxy Statement for the Registrant's annual meeting of stockholders, to be held on or about May 4, 2021, which Proxy Statement will be subsequently filed.
TABLE OF CONTENTS
Part I
Item 1. Business
Item IA. Risk Factors
Item 1B. Unresolved Staff Comments
Item 2. Properties
Item 3. Legal Proceedings
Item 4. Mine Safety Disclosure
Information about our Executive Officers
Part II
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
Item 6. Selected Financial Data
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Item 7A. Quantitative and Qualitative Disclosures About Market Risk
Item 8. Financial Statements and Supplementary Data
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
Item 9A. Controls and Procedures
Item 9B. Other Information
Part III
Item 10. Directors, Executive Officers and Corporate Governance
Item II. Executive Compensation
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
Item 13. Certain Relationships and Related Transactions, and Director Independence
Item 14. Principal Accounting Fees and Services
Part IV
Item 15. Exhibits, Financial Statement Schedules
Item 16. Form 10-K Summary
PART I
EXPLANATORY NOTE REGARDING THE TRANSITION REPORT
Following the end of our fiscal year ended March 31, 2020, we transitioned to a December 31 fiscal year-end date. As a result, this report on Form 10-K is a transition report (the “Transition Report”) and includes financial information for the transition period from April 1, 2020 through December 31, 2020 (the “Transition Period”). Prior to the Transition Period, our fiscal year was the year ending on March 31 of the corresponding calendar year. For example, our fiscal year 2020, or fiscal 2020, was the period from April 1, 2019, to March 31, 2020. Our fiscal 2021 commenced on January 1, 2021. In this Transition Report, we compare financial results for the Transition Period, which are audited, with the financial results for the nine month period ended December 31. 2019, which are unaudited. We also compare the financial results for fiscal 2020 and fiscal 2019, which are audited.
CAUTIONARY NOTICE REGARDING FORWARD-LOOKING STATEMENTS
This report includes "forward-looking statements" within the meaning of the federal securities laws that involve risks and uncertainties. Forward-looking statements include statements we make concerning our plans, objectives, goals, strategies, future events, future revenues or performance, capital expenditures, financing needs and other information that is not historical information and, in particular, appear in Items 1, 1A and 7 hereof. When used in this report, the words "estimates," "expects," "anticipates," "projects,” "forecasts," "plans," "believes," "foresees," "seeks," "likely," "may," "might," "will," "should," "goal," "target" or "intends" and variations of these words or similar expressions (or the negative versions of any such words) are intended to identify forward-looking statements. All forward-looking statements are based upon information available to us on the date of this report.
These forward-looking statements are subject to risks, uncertainties and other factors, many of which are outside of our control, that could cause actual results to differ materially from the results discussed in the forward-looking statements, including, among other things, the matters discussed in this report in the Items identified above. Some of the factors that we believe could affect our results include:
| • |
the impact of our indebtedness; |
| • |
our competitive environment; |
| • |
general economic and business conditions, market factors and our exposure to customers in cyclical industries; |
| • |
the effects of the ongoing COVID-19 (Coronavirus) pandemic on our business, financial condition, employees, customers, distributors and supply chain, including the impact related to governmental actions; COVID-19 may, among other impacts, heighten the effects on our business, results of operations and financial condition of the other risk factors identified herein; |
| • |
performance, and potential failure, of our information and data security systems, including potential cyber security threats and breaches; |
| • |
the costs and uncertainties related to strategic acquisitions or divestitures or the integration of recent and future acquisitions into our business; |
| • |
the effect of local, national and international economic, credit and capital market conditions on the economy in general, and on our customers and the industries in which we operate in particular; |
| • |
risks associated with our international operations: |
| • |
the loss of any significant customer; |
| • |
dependence on independent distributors; |
| • |
increases in cost of our raw materials, including as a result of tariffs, trade wars and other trade protection matters, and our possible inability to increase product prices to offset such increases; |
| • |
impact of weather and changes in climate on the demand for our products; |
| • |
changes in technology and manufacturing techniques; |
| • |
the costs of environmental compliance and/or the imposition of liabilities under environmental including climate, health and safety laws and regulations: |
| • |
legislative, regulatory and legal developments involving taxes; |
| • |
the costs associated with asbestos claims and other potential product liability; |
| • |
our access to available and reasonable financing on a timely basis; |
| • |
changes in governmental laws and regulations, or the interpretation or enforcement thereof... |
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